exv10w22wa





Exhibit 10.22(a)




EXHIBIT A




FORM OF

REQUEST FOR CREDIT EXTENSION




Date: November 6, 2006





	To:	 	Bank of America, N.A. [or] JPMorgan Chase Bank, N.A., as L/C Issuer, and Bank of America,
N.A. as Administrative Agent






Ladies and Gentlemen:




Reference is made to that certain Letter of Credit and Term Loan Agreement, dated as of
November 6, 2006 (as amended, restated, extended, supplemented or otherwise modified in writing
from time to time, the “Agreement;” the terms defined therein being used herein as therein
defined), among Chicago Bridge & Iron Company N.V., a corporation organized under the laws of The
Kingdom of the Netherlands (the “Company”), on behalf of itself and as Co-Obligors’ Agent,
Chicago Bridge & Iron Company (Delaware), a Delaware corporation, CBI Services, Inc., a Delaware
corporation, CB&I Constructors, Inc., a Texas corporation, and CB&I Tyler Company, a Delaware
corporation (each a “Co-Obligor” and collectively the “Co-Obligors”), the L/C
Issuers, the financial institutions from time to time party thereto as Lenders, and Bank of
America, N.A., as Administrative Agent.




The undersigned hereby requests (select one):




o The initial issuance of a Credit     o The amendment of a Credit




In the case of the initial issuance of a Credit:




(1) The proposed issuance date of the requested Credit is        
              (which is a Business
Day).




(2) The currency of the requested Credit is         
             and the stated amount thereof is
                         .




(3) The expiry date is:            
         .




(4) The purpose and nature of the Credit is:        
                           
           .




(5) The Person whose obligations are supported by the Credit is    
               
              
        
(which is o the Company, o a Co-Obligor, o a Subsidiary of the Company, or o an Affiliate of the
Company). If an Affiliate, such Affiliate o is o is not a Subsidiary of the Company. In the case of
an issuance of a Credit requested supporting obligations of any Subsidiary or other Affiliate, such
Subsidiary or other Affiliate will execute and deliver to the L/C Issuer the L/C Issuer’s LOC
Application and Agreement.




Exhibits to

Letter of Credit and Term Loan Agreement

(Five Year Series B)




 


A-1









 






(6) The name and address of the beneficiary of the requested Credit is:


      
                 
                  
                 
       



      
                 
                  
                 
       



      
                 
                  
                 
       




(7) The documents to be presented by such beneficiary in case of any drawing under the Credit
consist of the following:              
                 
                 
                 
                 
    .



(8) Any required text of the Credit, together with the full text of any certificate to be
presented by such beneficiary in case of any drawing thereunder, is appended hereto.




(9) The delivery instructions with respect to the Credit are:


      
                 
                  
                 
       



      
                 
                  
                 
       



      
                 
                  
                 
       




(10) The Credit o will be an Escalating Credit o will not be an Escalating Credit. If the
Credit will be an Escalating Credit, the maximum stated amount of the Credit after giving effect to
all increases is:               
                 
         .




(11) The Credit o will be a “financial” Credit o will be a “performance” Credit.



(12) The account party of the requested Credit is                                          (which is a
Co-Obligor).



(13) The Credit will be an Allocated Letter of Credit o will not be an Allocated Letter of
Credit o. If the Credit will be an Allocated Letter of Credit, attached hereto is a completed
Initial Allocation Notice or Issuance Allocation Notice or the Reallocation Notice, as applicable
(and, in each case, in the form attached to an Allocation Agreement).



(14) The Credit o will be an Auto-Extension Credit o will not be an Auto-Extension Credit. If
the Credit will be an Auto-Extension Credit, the terms of the automatic extension are as follows:
                
                
        ; provided that the L/C Issuer may prevent any such extension at
least once during the term thereof (commencing with the date of issuance of such Credit) by giving
prior notice to the beneficiary thereof not later than         
             (the “Non-Extension Notice Date”).




Exhibits to

Letter of Credit and Term Loan Agreement

(Five Year Series B)




 


A-2









 





In the case of an amendment of any outstanding Credit issued for the account of
               
              
            (which is a Co-Obligor):




(1) The following Credit is to be amended:                                         .



(2) The proposed date of amendment of such Credit is                      (which shall be a Business
Day).




(3) The nature of the proposed amendment is:                                         .




(4) The delivery instructions with respect to the amendment are:


     
                
                  
                 
         



     
                
                  
                 
         



     
                 
               
                
            .




Each of the Company and the undersigned Co-Obligor hereby certifies that the following
statements are and will be true and correct on the date of the Credit Extension requested above,
both before and after giving effect to the Credit Extension requested above:



(a) the representations and warranties of the Company and each other Credit Party contained in
Article V of the Agreement, or any other Credit Document, or which are contained in any
document furnished at any time under or in connection therewith, are and shall be true and correct
on and as of the date of such Credit Extension, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they were true and correct as of
such earlier date;



(b) no Default or Event of Default exists, or would result from the Credit Extension requested
hereby;



(c) there has occurred since the date of December 31, 2005, no event or circumstance that
either individually or in the aggregate has resulted in or would reasonably be expected to result
in a Material Adverse Effect;



(d) both before and after giving effect to the Credit Extension requested hereby, all Credits
issued and outstanding under the Agreement are and shall be in full compliance with the Issuance
Limits; and



(e) in the case of a Credit Extension requested hereby in connection with an Initial
Allocation Notice, an Issuance Allocation Notice or a Reallocation Notice (as such terms are
defined in an Allocation Agreement), such allocation has been permitted pursuant to the terms of an
Allocation Agreement; and




Exhibits to

Letter of Credit and Term Loan Agreement

(Five Year Series B)




 


A-3









 





(f) in the case of an issuance of a Credit requested hereby supporting obligations of an
Affiliate which is not a Subsidiary of the Company, the amount of such Credit divided by the amount
of all letters of credits (including such Credit), guarantees and other suretyship obligations,
having substantially similar terms for payment as such Credit, supporting obligations of such
Affiliate, expressed as a percentage, does not exceed the percentage of equity ownership in such
Affiliate held directly or indirectly by the Company.



Exhibits to

Letter of Credit and Term Loan Agreement

(Five Year Series B)




 


A-4









 







	 	 	 	 	 
	 	COMPANY:



CHICAGO BRIDGE & IRON COMPANY N.V.,

in its individual capacity and as Co-Obligors’ Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CO-OBLIGOR:



CHICAGO BRIDGE & IRON COMPANY (DELAWARE)

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[OR]



CBI SERVICES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[OR]



CB&I CONSTRUCTORS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[OR]



CB&I TYLER COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibits to

Letter of Credit and Term Loan Agreement

(Five Year Series B)




 


A-5









 





EXHIBIT B




FORM OF

ASSIGNMENT AND ASSUMPTION





This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the
Effective Date set forth below and is entered into by and between          
            [insert name of
Assignor] (the “Assignor”) and           
           [insert name of Assignee] (the
“Assignee”). Capitalized terms used but not defined herein shall have the meanings given
to them in the Letter of Credit and Term Loan Agreement identified below (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the “Letter of
Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The
Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and
incorporated herein by reference and made a part of this Assignment and Assumption as if set forth
herein in full.



For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Letter of Credit Agreement, as of
the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the
Assignor’s rights and obligations in its capacity as a Lender under the Letter of Credit Agreement
and any other documents or instruments delivered pursuant thereto to the extent related to the
amount and percentage interest identified below of all of such outstanding rights and obligations
of the Assignor under the respective facilities identified below (including, without limitation,
Credit-Linked Deposits and participations in Credit Obligations and Term Loans) and (ii) to the
extent permitted to be assigned under applicable law, all claims, suits, causes of action and any
other right of the Assignor (in its capacity as a Lender) against any Person, whether known or
unknown, arising under or in connection with the Letter of Credit Agreement, any other documents or
instruments delivered pursuant thereto or the loan transactions governed thereby or in any way
based on or related to any of the foregoing, including, but not limited to, contract claims, tort
claims, malpractice claims, statutory claims and all other claims at law or in equity related to
the rights and obligations sold and assigned pursuant to clause (i) above (the rights and
obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii)
above being referred to herein collectively as, the “Assigned Interest”). Such sale and
assignment is without recourse to the Assignor and, except as expressly provided in this Assignment
and Assumption, without representation or warranty by the Assignor.



	 	 	 	 	 
	1.

	 	Assignor:
	 	        
              
                
               
            
	 
	 	 	 	 
	2.

	 	Assignee:
	 	        
               
                
               
           
	 
	 	 	 	 
	3.

	 	Company:
	 	Chicago Bridge & Iron Company N.V.
	 

	 	Co-Obligors:
	 	Chicago Bridge & Iron Company (Delaware), CBI Services, Inc., CB&I
Constructors, Inc., and CB&I Tyler Company






Exhibits to

Letter of Credit and Term Loan Agreement

(Five Year Series B)



 


B-1









 






	4.	 	Administrative Agent: Bank of America, N.A., as the administrative agent under the Letter of
Credit Agreement

	 
	5.	 	Letter of Credit Agreement: The $100,000,000 Letter of Credit and Term Loan Agreement, dated
as of November 6, 2006, among the Company, on behalf of itself and as Co-Obligors’ Agent, the
Co-Obligors, the L/C Issuers, the financial institutions from time to time party thereto as
Lenders, and Bank of America, N.A., as Administrative Agent.

	 
	6.	 	Assigned Interest:1






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Total Credit-Linked	 	 	 	 	 	 	 
	 	 	Deposits/Aggregate and	 	 	Amount of Credit-Linked	 	 	 	 
	 	 	of Advances and	 	 	Deposits/Advances/	 	 	 	 
	 	 	Term Loans for all Lenders2:	 	 	Term Loans Assigned:	 	 	Assigned Pro Rata Share3:	 
	 
	Credit-Linked Deposits:
	 	$	           
              
               	 	 	$	           
              
               	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	Advances:
	 	$	            
               
             	 	 	$	            
               
             	 	 	 	           
              
               	%
	 
	 	 	 	 	 	 	 	 	 	 
	 
	Term Loans:
	 	$	           
              
               	 	 	$	           
              
               	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	Total:
	 	$	[          
              
                ]	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 






[7. Trade Date:     
                ]4




Effective Date:      
                  
                 , 20
 _____ 
[TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH
SHALL BE THE EFFECTIVE DATE AS DEFINED IN ANNEX I ATTACHED HERETO AND THE DATE OF RECORDATION OF
TRANSFER IN THE REGISTER THEREFOR.]




 




	 	 	 
	1	 	All rights and obligations assigned hereunder shall be
assigned ratably among all existing facilities under the Letter of
Credit Agreement (e.g., Credit-Linked Deposit, Advances, Term Loans).

	 
	2	 	Amount to be adjusted by the counterparties to take
into account any payments or prepayments made between the Trade Date and the
Effective Date.

	 
	3	 	Set forth, to at least 9 decimals, as a percentage of
the Total Credit-Linked Deposits/Advances/Term Loans of all Lenders thereunder.

	 
	4	 	To be completed if the Assignor and the Assignee intend
that the minimum assignment amount is to be determined as of the Trade Date.




Exhibits to

Letter of Credit and Term Loan Agreement

(Five Year Series B)



 


B-2









 










The terms set forth in this Assignment and Assumption are hereby agreed to:



	 	 	 	 	 
	 	ASSIGNOR



[NAME OF ASSIGNOR]

 	 
	 	By:  	 	 
	 	 	Title: 	 	 
	 
	 	ASSIGNEE



[NAME OF ASSIGNEE]

 	 
	 	By:  	 	 
	 	 	Title: 	 	 



	 	 	 	 	 
	[Consented to and]5 Accepted:



BANK OF AMERICA, N.A.,

as the Administrative Agent

 	 	 
	By:  	 	 	 
	 	Title: 	 	 	 
	 
	[Consented to]:6



CHICAGO BRIDGE & IRON COMPANY N.V.,

as the Co-Obligors’ Agent

 	 	 
	By:  	 	 	 
	 	Title: 	 	 	 




 




	 	 	 
	5	 	Required only if (i) the assignment is not to another
Lender and (ii) the aggregate principal amount of the Credit-Linked Deposit and
Credit Obligations held by the Assignee is less than $5,000,000 (except in the
case of an assignment of the entire remaining amount of the Assignor’s
Credit-Linked Deposit and Credit Obligations when no such consent is required).

	 
	6	 	Required only if (i) the assignment is not to another
Lender, (ii) the aggregate principal amount of the Credit-Linked Deposit and
Credit Obligations held by the Assignee is less than $5,000,000 (except in the
case of an assignment of the entire remaining amount of the Assignor’s
Credit-Linked Deposit and Credit Obligations when no such consent is required),
and (iii) no Event of Default exists and has continued for more than 10
Business Days.




Exhibits to

Letter of Credit and Term Loan Agreement

(Five Year Series B)




 


B-3









 









ANNEX 1 TO ASSIGNMENT AND ASSUMPTION




CHICAGO BRIDGE & IRON COMPANY N.V.

CHICAGO BRIDGE & IRON COMPANY (DELAWARE)

CBI SERVICES, INC.

CB&I CONSTRUCTORS, INC.

CB&I TYLER COMPANY




LETTER OF CREDIT AND TERM LOAN AGREEMENT

DATED AS OF NOVEMBER 6, 2006




STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT

AND ASSUMPTION





1. Representations and Warranties.



1.1. Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Letter of Credit
Agreement or any other instrument or document delivered pursuant thereto, other than this
Assignment and Assumption (herein collectively the “Credit Documents”), (ii) the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the Letter of Credit
Agreement or any other Credit Document, or any collateral thereunder, (iii) the financial condition
of the Company, any of its Subsidiaries or Affiliates or any other Person obligated in respect of
any Credit Document or (iv) the performance or observance by the Company, any of its Subsidiaries
or Affiliates or any other Person of any of their respective obligations under any Credit Document.



1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power
and authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Letter of Credit Agreement, (ii) it is a Lender or meets all requirements of an Eligible Assignee
under the Letter of Credit Agreement, (iii) from and after the Effective Date, it shall be bound by
the provisions of the Letter of Credit Agreement as a Lender thereunder and shall be bound by any
Allocation Agreement and, to the extent of the Assigned Interest, shall have the obligations of a
Lender thereunder, (iv) it has received a copy of the Letter of Credit Agreement, and has received
or has been accorded the opportunity to receive copies of the most recent financial statements
delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and
information as it deems appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase the Assigned Interest, (v) it has, independently and
without reliance upon the Administrative Agent or any other Lender and




Exhibits to

Letter of Credit and Term Loan Agreement

(Five Year Series B)




 


B-4









 





based on such documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned
Interest, (vi) if it is a Foreign Lender, attached to the Assignment and Assumption is any
documentation required to be delivered by it pursuant to the terms of the Letter of Credit
Agreement, duly completed and executed by the Assignee, and (vii) hereby makes the representations
and warranties contained in Section 10.09 of the Letter of Credit Agreement to the L/C
Issuers, the Co-Obligors and the Co-Obligors’ Agent; and (b) agrees that (i) it will, independently
and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on
such documents and information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Documents, and (ii) it will
perform in accordance with their terms all of the obligations which by the terms of the Credit
Documents are required to be performed by it as a Lender.



1.3 Assignee’s Address for Notices, Etc. Attached hereto as Schedule 1 is all
contact information, address, account and other administrative information relating to the
Assignee.



2. Payments. From and after the Effective Date, the Administrative Agent shall make
all payments in respect of the Assigned Interest (including payments of principal, interest, fees
and other amounts) to the Assignee whether such amounts have accrued prior to, on or after the
Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in payments
by the Administrative Agent for periods prior to the Effective Date or with respect to the making
of this assignment directly between themselves.



3. General Provisions. This Assignment and Assumption shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and assigns. This
Assignment and Assumption may be executed in any number of counterparts, which together shall
constitute one instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by telecopy shall be effective as delivery of a manually executed
counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed
by, and construed in accordance with, the law of the State of New York.



4. Effectiveness. This Assignment and Assumption shall become effective upon the date
(the “Effective Date”) upon which all of the following conditions are satisfied: (i) the
execution of a counterpart hereof by each of the Assignor and the Assignee and delivery thereof to
the Administrative Agent, (ii) the execution of a counterpart hereof by the Co-Obligors’ Agent and
the Administrative Agent as evidence of their consent hereto to the extent required under
Section 10.06(b) of the Letter of Credit Agreement, (iii) the execution of a counterpart
hereof by the Administrative Agent as evidence of its acceptance hereof in accordance with
Section 10.06(b) of the Letter of Credit Agreement, and (iv) if required pursuant to
Section 10.22 of the Letter of Credit Agreement the execution of IRS Form W-8BEN, W-8ECI or
any successor thereto, as applicable.



Exhibits to

Letter of Credit and Term Loan Agreement

(Five Year Series B)




 


B-5









 







SCHEDULE 1 TO ASSIGNMENT AND ASSUMPTION




ADMINISTRATIVE DETAILS




(Assignee to list names of credit contacts, addresses, phone and facsimile numbers,

electronic mail addresses and account and payment information)




Exhibits to

Letter of Credit and Term Loan Agreement

(Five Year Series B)




 


B-6









 







EXHIBIT C-1




FORM OF

OPINION OF INTERNAL COUNSEL TO THE COMPANY




[See attachment hereto]





 


 











 




			
	
	 	CB&I
One CB&I Plaza
2103 Research Forest Drive
The Woodlands, TX 77380-2624
USA
Tel: +1 832 513 1000
Fax: +1 832 513 1005
www.CBI.corn






November 6, 2006




To each of the Lenders party to the Five Year Series B Letter of
Credit and Term Loan Agreement referred to below, JPMorgan Chase
Bank, N.A. as L/C Issuer and Bank of America, N.A. as L/C Issuer
and Administrative Agent:




	 	Re:	 	Five Year Series B Letter of Credit and Term Loan Agreement dated as of November 6, 2006 






Ladies and Gentlemen:



This opinion is delivered pursuant to Section 4.01(a)(v) of the Five Year
Series B Letter of Credit and Term Loan Agreement, dated as of November 6, 2006
(the “Letter of Credit Agreement”), by and among Chicago Bridge & Iron
Company N.V. (the “Company”), Chicago Bridge & Iron Company (Delaware)
(“CB&I Delaware”), CBI Services, Inc. (“CBI Services”), CB&I
Constructors, Inc. (“CB&I Constructors”), CB&I Tyler Company (“CB&I
Tyler”), Bank of America, N.A. and JPMorgan Chase Bank, N.A., as issuers of
letters of credit (each an “L/C Issuer” and collectively, the “L/C
Issuers”), the participating lending institutions from time to time party
thereto (the “Lenders”), and Bank of America, N.A., as Administrative
Agent (“Administrative Agent”). All capitalized terms used but not
defined herein have the respective meanings given to such terms in the Letter of
Credit Agreement.



In rendering the opinions expressed below, I have acted as counsel to CB&I
Delaware, CBI Services, CB&I Constructors and CB&I Tyler (collectively, the
“Credit Parties”), and have examined executed originals of the Letter of
Credit Agreement, the Parent Guaranty, the Subsidiary Guaranty, the Credit-Linked
Notes and the form of Term Notes (collectively, the “Opinion Documents”).
We have also examined such records of the Credit Parties and agreements,
instruments and other documents as we have deemed necessary as a basis for the
opinions expressed below.



In rendering this opinion to you, I have assumed, without inquiry:



(a) (i) the genuineness of all signatures other than those on behalf of the Credit
Parties on original copies of the Opinion Documents; (ii) the conformity to the
original documents of all documents submitted to me as copies and the
authenticity of all documents submitted to me as originals; (iii) the due
organization, valid existence and good standing of each party to the Opinion
Documents other than the Credit Parties and the due authorization,



Engineering • Procurement • Construction Since 1889




 


 









 







			
	
	 	November 6, 2006
Page 2






execution and delivery of the Opinion Documents by each of the parties thereto other than the
Credit Parties and (iv) the validity and enforceability of the Opinion Documents against each of
the parties thereto other than the Credit Parties;



(b) that the execution, delivery and performance of the Opinion Documents by each party
thereto do not conflict with or constitute a violation of any law or governmental rule or
regulation of (i) the State of Delaware other than the General Corporation Law of the State of
Delaware (the “DGCL”) or (ii) any jurisdiction other than the United States of America and the
States of Illinois and Texas;



(c) that the execution, delivery and performance of the Opinion Documents by each party
thereto other than the Credit Parties do not breach, conflict with or constitute a violation of or
default under (i) the certificate or articles of association or incorporation, bylaws or any other
charter or governing document of such party; (ii) any agreement, instrument or document to which
any such party was, or is, a party or by which any such party or any of its properties was, or is,
bound or (iii) any order, judgment or decree to which any such party was, or is, bound or subject
or by which any of its properties was, or is, bound; and



(d) that any consideration contemplated to be given on the Closing Date by any party in any
of the Opinion Documents was given on the Closing Date.



Based upon the foregoing assumptions and subject to the limitations, qualifications and
exceptions hereinafter set forth, I am of the opinion that:



1. Each Credit Party on the date hereof (a) is a corporation duly organized and validly
existing under the laws of the jurisdiction of its organization, (b) has all requisite corporate
power and authority to own its property and assets and to carry on its business as now conducted
and as proposed to be conducted, (c) is duly qualified as a foreign corporation to transact
business and is in good standing in its jurisdiction of incorporation and each jurisdiction where
such qualification is required, except where the failure to be so qualified or be in good standing
could not reasonably be expected, individually and in the aggregate, to result in a Material
Adverse Effect, and (d) has the corporate power and authority to execute, deliver and perform its
obligations under each Opinion Document to which it is a party including to borrow in accordance
with the Opinion Documents.



2. The execution, delivery and performance of each Opinion Document by the Credit Parties,
(a) have been duly authorized by all requisite corporate action of such Credit Party, and each of
such Opinion Documents, other than the Term Notes, has been duly executed and delivered by such
Credit Party, and (b) will not (1) (A) violate any provision of the certificate or articles of
incorporation or by-laws of such Credit Party (B) violate, breach or result in a default under,
any existing obligation of or restriction on such Credit Party under any other agreement,
instrument or indenture, or (C) breach or otherwise violate any existing obligation of or
restriction on such Credit Party under any order, judgment or decree of any Delaware, Texas, New
York or federal court or governmental authority of the United States binding on such Credit Party.


 


 









 





			
	
	 	November 6, 2006
Page 3






3. To my knowledge, there is no action, suit or proceeding pending against or threatened against
or affecting any of the Credit Parties before any court, governmental or regulatory authority or
arbitrator, which seeks to affect the enforceability of any of the Opinion Documents to which such
Credit Party is a party or which would reasonably be expected to have a material adverse effect on
the ability of such Credit Party to perform its obligations under such Opinion Documents.



4. None of the Credit Parties is an investment company or a company controlled
by an investment company within the meaning of the Investment Company Act of 1940.



5. Neither the extension of credit nor the application of the proceeds thereof by the Credit
Parties pursuant to the terms of the Opinion Documents will violate Regulation T, U or X of the
Board of Governors of the Federal Reserve System.



6. No order, consent, permit, approval or other authorization by any
governmental authority of the State of Texas is required for any Credit Party to enter into
any of the Opinion Documents to which it is a party or for such Credit Party to perform its
obligations thereunder.



7. The execution, delivery and performance by each Credit Party of and the consummation by
each Credit Party of the transactions contemplated by, the Opinion Documents to which such Credit
Party is a party do not violate any federal or State of Texas statute, law, rule or regulation;
provided, that we express no opinion as to any law, rule or regulation to which such Credit Party
may be subject as a result of the legal or regulatory status of the Administrative Agent, the L/C
Issuers or any Lender.



My opinions set forth above are subject to the following qualifications:



A. I express no opinion as to the Lenders’ right to collect any payment to the extent that
such payment constitutes a penalty, forfeiture or late charge.



B. I express no opinion as to the applicability of Section 548 of the Federal Bankruptcy Code
or of any provisions of any state fraudulent conveyance statute or law to the transactions
contemplated by the Opinion Documents.



The foregoing opinions are limited to matters involving the federal laws of the United
States, the laws of the States of Illinois and Texas and the DGCL, and I do not express any
opinion as to the laws of any other jurisdiction.



This opinion is rendered solely to, and is intended solely for the benefit of, the Administrative
Agent and the Lenders, in connection with the transactions contemplated by the Opinion Documents.
This opinion may not be relied upon by the Administrative Agent or any of the Lenders or any of
their respective successors and assigns for any other purpose, or by any other person, firm or
corporation for any purpose, in each case without my prior written consent; provided,
however, you may deliver a copy of this opinion to your accountants, attorneys, and other
professional advisors, to regulatory authorities having jurisdiction over you, including, without
limitation, the National Association of Insurance


 


 









 





			
	
	 	November 6, 2006
Page 4






Commissioners, to any Eligible Assignee or Participant of any Lender and to any successor
Administrative Agent or L/C Issuer, and such legal counsel, Eligible Assignee, Participant,
successor Administrative Agent or L/C Issuer may rely on this opinion as if it were addressed and
had been delivered to it on the date hereof, unless and to the extent statements in this opinion
would be affected by the status of such Eligible Assignee, Participant, successor Administrative
Agent or L/C Issuer.



	 	 	 	 	 
	 	Very truly yours,

 	 
	 	
 	 
	 	 	Robert H. Wolfe Assistant 	 
	 	 	General Counsel 	 



 


 









 





	 	 	 	 	 



EXHIBIT C-2




FORM OF

OPINION OF THELEN REID & PRIEST LLP




[See attachment hereto]





 


 











 





Thelen Reid & Priest LLP

Attorneys At Law





501 SE209fld Street, Suite 1600

San Francliaco, CA 94105





Tel. 415.371.1209

Fax 415.371.1211





www.thelenreid.com




November 6 , 2006




To each of the Lenders party to the Five Year Series B Letter of Credit and
Term Loan Agreement referred to below (as indicated on the attached
Schedule), JPMorgan Chase Bank, N.A. as LiC Issuer and Bank of America, N.A.
as L/C Issuer and Administrative Agent:





			
	Re:	 	Five Year Series B Letter of Credit and Term Loan Agreement dated as of November 6, 2006






Ladies and Gentlemen:




This opinion is delivered pursuant to Section 4.01(a)(v) of the Five Year Series B
Letter of Credit and Term Loan Agreement, dated as of November 6, 2006 (the “Letter
of Credit Agreement”), by and among Chicago Bridge & Iron Company N.V. (the
“Company”), Chicago Bridge & Iron Company (Delaware) (“CB&I Delaware”),
CBI Services, Inc. (“CBI Services”), CB&I Constructors, Inc. (“CB&I
Constructors”), CB&I Tyler Company (“CB&I Tyler”), Bank of America, N.A. and
JPMorgan Chase Bank, N.A., as issuers of letters of credit (each an “L/C Issuer”
and collectively, the “L/C Issuers”), the participating lending institutions from
time to time party thereto (the “Lenders”), and Bank of America, N.A., as
Administrative Agent (“Administrative Agent”). All capitalized terms used but not
defined herein have the respective meanings given to such terms in the Letter of Credit
Agreement.



In rendering the opinions expressed below, we have acted as special counsel to the
Company, CB&I Delaware, CBI Services, CB&I Constructors and CB&I Tyler (collectively, the
“Credit Parties”), and have examined executed originals of the Letter of Credit
Agreement, the Parent Guaranty, the Subsidiary Guaranty, the Credit-Linked Notes and the
form of Term Notes (collectively, the “Opinion Documents”). We have also examined
such records of the Credit Parties and agreements, instruments and other documents as we
have deemed necessary as a basis for the opinions expressed below.



											
	 	 	 	 	 	 	 	 	 	 	 
	NEW YORK
	 	SAN FRANCISCO
	 	WASHINGTON, DC
	 	LOS ANGELES
	 	SILICON VALLEY
	 	FLORHAM PARK, NJ





 


 









 






To the L/C Issuers, each of the Lenders party to the Letter of Credit
Agreement,
 and Bank of America, N.A. as Administrative Agent

November 6, 2006

Page 2




In our examination, we have assumed: (i) the genuineness of all signatures; (ii) the
authenticity of all documents submitted to us as originals, the conformity to originals of all
documents submitted to us as copies and the authenticity of the originals of such copies; (iii)
to the extent our opinions set forth below are dependent thereon, the due organization, valid
existence and good standing of each party to the Opinion Documents and the due authorization,
execution and delivery of each Opinion Document by each party thereto; (iv) to the extent our
opinions set forth below are dependent thereon, the full power, authority and legal right of
each party to the Opinion Documents to enter into the same; (v) to the extent our opinions set
forth below are dependent thereon, that each Opinion Document is the legal, valid and binding
obligation of each party thereto (other than the Credit Parties), enforceable against each such
party in accordance with its terms; (vi) the identity and capacity of all individuals acting or
purporting to act as public officials; (vii) that there are no agreements, understandings or
extrinsic evidence between or among any of the parties to the Opinion Documents or third parties
that would expand, modify or otherwise affect the terms of the Opinion Documents or the
respective rights or obligations of the parties thereunder and (viii) that the Opinion Documents
correctly and completely set forth the intent of all parties thereto.



Our opinion set forth in paragraph 3 is based upon our consideration of only those
statutes, rules and regulations which, in our experience, are normally applicable to general
business corporations, partnerships and limited liability companies in transactions of the
type contemplated by the Opinion Documents.



We have not undertaken any independent investigation to determine the accuracy of any
factual statement made by the Credit Parties in the Credit Documents, and no inference that we
have any knowledge of any matters pertaining to any such statement should be drawn from our
representation of the Credit Parties.



Based upon and subject to the foregoing and subject also to the exceptions, assumptions,
comments and qualifications set forth below, and having considered such questions of law as we
have deemed necessary as a basis for the opinions expressed below, we are of the opinion that:



1. Each of the Opinion Documents (other than the Term Notes) constitutes, and
the Term Notes, when issued, will constitute, the legal, valid and binding obligation of each
of the Credit Parties signatory thereto, enforceable against such Credit Party in accordance
with its terms.



2. No order, consent, permit, approval or other authorization by any
governmental authority of the State of New York or the federal government of the United States
of America, is required for any Credit Party to enter into any of the Opinion Documents to which
it is a party or for such Credit Party to perform its obligations thereunder.



3. The execution, delivery and performance by each Credit Party of, and the
consummation by each Credit Party of the transactions contemplated by, the Opinion Documents to
which such Credit Party is a party do not violate any federal or State of New York statute, law,
rule or regulation; provided, that we express no opinion as to any law, rule or
regulation to which such Credit Party may be subject as a result of the legal or regulatory status of the
Administrative Agent, the L/C Issuers or any Lender.


 


 









 





To the L/C Issuers, each of the Lenders party to the Letter of Credit Agreement,

and Bank of America, N.A. as Administrative Agent

November 6, 2006

Page 3




4. Assuming the accuracy of (i) the Company’s representations and warranties in Section 5.13
of the Letter of Credit Agreement, (ii) your representations and warranties in Section 10.09(a)
of the Letter of Credit Agreement, and (iii) the representations and warranties of Banc of
America Securities LLC (“BAS”) in that certain offeree letter, dated as of November 6, 2006, from
BAS to the Company, O’Melveny & Myers LLP and Thelen Reid & Priest LLP, it is not necessary in
connection with the execution and delivery of the Credit-Linked Notes and Term Notes under the
circumstances contemplated by the Letter of Credit Agreement to register the Credit-Linked Notes
and Term Notes under the Securities Act of 1933, as amended, or to qualify an indenture in
respect thereof under the Trust Indenture Act of 1939, as amended.



5. A New York state court would give effect to the choice of New York law to govern the
Opinion Documents which select New York law as the law by which such Opinion Documents will be
governed, as provided in Section 5-1401 of the General Obligations Law of the State of New York,
except (a) to the extent any Opinion Document otherwise expressly provides that other law governs
certain provisions of such Opinion Document or (b) to the extent that, under Section I-105(2) of
the New York UCC, the law of a jurisdiction other than the State of New York governs.



Our opinion as to the enforceability of any Opinion Document is subject to:



(A) limitations imposed by bankruptcy, insolvency, reorganization, moratorium or similar
laws relating to or affecting the enforcement of creditors’ rights generally, including,
without limitation, laws relating to fraudulent transfers or conveyances, preferences and
equitable subordination;



(B) general principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law), including without limitation (i) the possible
nonavailability of specific performance, injunctive relief or any other equitable remedy, and
(ii) concepts of materiality, reasonableness, good faith and fair dealing;



(C) the unenforceability under certain circumstances of waivers, provisions imposing penalties or an increase in interest rates upon delinquency in payment or the occurrence of
a default which may be limited under certain circumstances to the extent such provisions impose
penalties, forfeitures or otherwise seek improperly to liquidate damages and the
unenforceability under certain circumstances of provisions purporting to release, exculpate or
exempt any party from, or requiring indemnification of a party for, liability for its acts or
omissions, or purporting to impose a duty upon any party to indemnify any other party when
any claimed damages result from the negligence, gross negligence or willful misconduct
of the party seeking such indemnity;


 


 









 





To the L/C Issuers, each of the Lenders party to the Letter of Credit Agreement,

and Bank of America, N.A. as Administrative Agent

November 6, 2006

Page 4




(D) rights to indemnification and contribution which may be limited by applicable law and
equitable principles, including, without limitation, federal or state securities laws and the
public policy underlying such laws;



(E) the qualification that certain provisions which require written amendments or waivers
of documents may be unenforceable in whole or in part insofar as certain oral or other
modifications, amendments or waivers may be effectively agreed upon by the parties or the
doctrine of promissory estoppel may apply in certain circumstances;



(F) the qualification that provisions in any of the Opinion Documents that contain a waiver
of (i) broadly or vaguely stated rights or duties owed (or which do not describe the right or duty
waived with reasonable specificity), (ii) unknown future defenses, (iii) the benefits of law or of
statutory, regulatory or constitutional rights, unless and to the extent the applicable law,
statute, regulation or constitution explicitly allows such waivers and (iv) rights to special,
indirect, consequential or punitive damages, may be unenforceable in whole or in part;



(G) we express no opinion as to any rights of set-off, other than as provided by
Section 151 of the Debtor and Creditor Law of the State of New York, as interpreted by
applicable judicial decisions;



(H) the qualification that certain provisions of any of the Opinion Documents to the effect
that rights or remedies are not exclusive, that every right or remedy is cumulative and may be
exercised in addition to any other right or remedy, that the election of some particular remedy
does not preclude recourse to one or more others or that failure to exercise or delay in
exercising rights or remedies will not operate as a waiver of any right or remedy, may be
unenforceable in whole or in part; and



(I) the qualification that certain provisions in the Opinion Documents to the effect that
the amendment, modification or supplementation of guaranteed or supported obligations will not
affect the related guarantee or support obligation, may not be enforceable to the extent that the
guaranteed or supported obligations are materially modified.



We express no opinion on the laws of any jurisdiction other than the federal laws of the
United States of America and the laws of the State of New York and, to the extent required to
render our opinion in paragraphs 2 and 3 above, the laws of the State of Delaware. No opinion
above is expressed as to the application of Section 548 of the Bankruptcy Code or similar
provisions of state fraudulent conveyance laws or any other bankruptcy law, or of any anti-fraud
laws, federal or state securities laws (except as expressly provided in paragraph 4 above), tax
laws, antitrust or trade regulation laws. We express no opinion as to (i) any law, rule or
regulation relating to (A.) labor, employee rights and benefits, and worker or
occupational safety and health, including ERNA, or (B) taxation, (ii) except to the
extent required to render our opinion in paragraph 2 above, any necessary governmental approval,
permit, consent or authorization required for the conduct of the respective operations and
businesses of the parties to the Opinion Documents, (iii) any law, rule or regulation which is
not material to (A) the


 


 









 





To the L/C Issuers, each of the Lenders party to the Letter of Credit
Agreement, 
and Bank of America, N.A. as Administrative Agent

November 6, 2006

Page 5




exercise of any of the rights or remedies of the Administrative Agent, the L/C Issuers or
any Lender under the Opinion Documents, or (B) the performance by any of the Credit
Parties of its obligations under any Opinion Document to which it is a party, (iv) any
provision in any Opinion Document appointing one party as an attorney-in-fact of any
adverse party or providing that the decision of any particular Person will be conclusive
or binding on others, (v) any forum selection provision and consent to jurisdiction {both
as to personal jurisdiction and subject matter jurisdiction) in any Opinion Document,
except as applied by a New York state court pursuant to Section 5-1402 of the General
Obligations Law of the State of New York, or (vi) any law, rule, regulation, ordinance,
code or similar provision of law of any county, municipality or similar political
subdivision or any agency or instrumentality thereof.




This opinion letter is delivered as of the date hereof and is based on the facts and
circumstances and upon the current state of the law existing as of the date hereof. It is
possible that future changes or developments in facts, circumstances, the federal laws of
the United States or the laws of the States of New York, could alter or affect such
opinions; however, we undertake no obligation to update or supplement this opinion
letter. You may rely upon this letter only for the transactions contemplated by the
Opinion Documents cited in the initial paragraph of this letter, in response to which it
has been delivered. Without our written consent: (i) no Person other than you may rely on
this letter for any purpose; (ii) this letter may not be cited or quoted in any financial
statement, prospectus, private placement memorandum or other similar document; (iii) this
letter may not be cited or quoted in any other document or communication which might
encourage reliance upon this letter by any Person or for any purpose excluded by the
restrictions in this paragraph; and (iv) copies of this letter may not be furnished to
anyone for purposes of encouraging such reliance. Subject to the foregoing provisions of
the first two sentences of this paragraph, you may, however, deliver a copy of this
opinion to your accountants, attorneys, and other professional advisors, to regulatory
authorities having jurisdiction over you, including, without limitation, the National
Association of Insurance Commissioners, to any Eligible Assignee or Participant of any
Lender and to any successor Administrative Agent or L/C Issuer, and such legal counsel,
Eligible Assignee, Participant, successor Administrative Agent or L/C Issuer may rely on
this opinion as if it were addressed and had been delivered to it on the date hereof,
unless and to the extent statements in this opinion would be affected by the status of
such Eligible Assignee, Participant, successor Administrative Agent or L/C Issuer.



	 	 	 
	 

	 	Very truly yours,
	 

	 	
	 

	 	THELEN REID & PRIEST LLP






TBG/WFO/KLK

Attachments



 


 









 





Schedule 




List of Lenders



Metropolitan Life Insurance Company




Allstate Life Insurance Company




Phoenix Life Insurance Company





 


 









 








EXHIBIT C-3




FORM OF

OPINION OF NETHERLANDS COUNSEL TO THE COMPANY




[See attachment hereto]



 


 











 












	 	 	 
	

	 	Baker & Mckenzie Amsterdam N.V. 

Attorneys ati vy, Tax advisors .:and Civi?-Law Notaries
	 
	 	 
	 

	 	Claude Deettsstyiaan 54 
P.0.13nY. 2720
	 
	 	 
	 

	 	1000 CS Amsterdam 
The Nethrianes
	 
	 	 
	 

	 	Ti:: -ii31 20 551 7555

Fax: 4-31 20 628 7940

bakre metcttrn
	 
	 	 
	 

	 	Thomas W. Mitchell

Office: +31(020)5517445

Tom.Mitchell@Bakernet.corn






Bank of America, N.A., as Administrative

     Agent and Letter of Credit Issuer

JPMorgan Chase Bank, N.A., as Letter of Credit Issuer The

Lenders listed on Schedule A hereto




November 6, 2006





			
	Re:	 	Chicago Bridge & Iron Company N.V. and Chicago Bridge & Iron Company B.V. (Series B)






Dear Sirs,




We have acted as special Netherlands legal counsel to Chicago Bridge & Iron Company N.V.,
with its registered office in Amsterdam (the “Company”) and Chicago Bridge &
Iron Company B.V., with its registered office in Amsterdam (“CB&I B.V.”;
together with the Company, the “Companies”), with respect to certain
matters of Netherlands law relating to (i) the S 100,000,000 Letter of Credit and Term Loan
Agreement (the “Credit Agreement”), dated November 6, 2006, among the Company;
Chicago Bridge & Iron Company (Delaware), CBI Services, Inc., CB&I Constructors, Inc. and
CB&I Tyler Company, as Co- Obligors; Bank of America, NA., as Administrative Agent and Letter
of Credit Issuer; J.P. Morgan Chase Bank, N.A., as Letter of Credit Issuer and
Joint Book Manager; Bank of America Securities LLC, as Sole Lead Arranger and Joint Book
Manager; and the Lenders listed in Schedule 2.01 to the Credit Agreement;
(ii) the Guaranty, dated November 6, 2006, between the Company and Hank of America, N.A. (the
“Parent Guaranty”) and (iii) the Guaranty, dated November 6, 2006, among CB&I
B.V., Bank of America, NA. and certain subsidiaries of the Company (the “Subsidiary
Guaranty”). The Credit Agreement, the Parent Guaranty and the Subsidiary Guaranty are
hereinafter sometimes collectively referred to as the “Credit Documents” and
individually as a “Credit Document”. Capitalized terms used but not defined
herein have the meanings assigned to them in the Credit Agreement.








Baker & McKenzie Amsterdam N.V. has its reg,isted office in Amsterdam, the Nt;therancs, and is
registered with the trade Register under Aiumber 34.208804.




& Amsterdam N.V. is a member of 8ak,er & McKenzie Internal:ion:al, a Swiss Verein.



466032.1




1/19


 


 









 







In arriving at the opinions expressed below, we have examined and relied on the
following documents:






	 	a.	 	an executed copy of the Credit Agreement furnished to us by
yourselves;

	 
	 	b.	 	an executed copy of the Parent Guaranty furnished to us by
yourselves;

	 
	 	c.	 	an executed copy of the Subsidiary Guaranty furnished to us by
yourselves;

	 
	 	d.	 	an excerpt, dated October 25, 2006, of the registration of the
Company in the Trade Register of the Chamber of Commerce of Amsterdam (the “Trade
Register”), confirmed to us to be unchanged in all respects material for rendering
this opinion by telephone communication on the date hereof (the “Company Excerpt”);

	 
	 	e.	 	an excerpt, dated October 25, 2006, of the registration of CB&I
B.V. in the Trade Register, confirmed to us to be unchanged in all respects
material for rendering this opinion by telephone communication on the date hereof
(the “CB&I B.V. Excerpt”; together with the Company Excerpt, the “Excerpts”);

	 
	 	f.	 	a copy of the deed of incorporation (akte van oprichting) of the
Company, dated November 22, 1996 (the “Company Deed of Incorporation”);

	 
	 	g.	 	a copy of the deed of incorporation (akte van oprichting) of CB&I
B.V., dated March 17, 1997 (the “CB&I B.V. Deed of Incorporation”);

	 
	 	h.	 	a copy of the articles of association (statuten) of the Company,
represented by the management of the Company to be a true and correct copy of the
articles of association of the Company as in force on the date hereof (the “Company
Articles”);

	 
	 	i.	 	a copy of the articles of association (statuten) of CB&1 BY.,
represented by the management of the Company to be a true and correct copy of the
articles of association of CB&I B.V. as in force on the date hereof
(the “CB&I B.V. Articles”);






November 06, 2006




2/19


 


 









 






	 	 	 	a written resolution of the Board of Directors (directie)
of the Company, reflecting the approval of the execution, delivery and
performance by the Company of the Credit Agreement and the Parent Guaranty (the
“Company Management Board Resolutions”);

	 
	 	k.	 	a written resolution of the Board of Directors (directie) of CB&I
B.V., reflecting the approval of the execution, delivery and performance by
CB&I B.V. of the Subsidiary Guaranty (the “CB&I B.V. Management Board
Resolutions”; together with the Company Management Board Resolutions, the
“Management Board Resolutions”);

	 
	 	1.	 	minutes of a meeting of the Supervisory Board (raad van
commissarissen) of the Company held on July 29, 2006, reflecting the
approval of the execution, delivery and performance by the Company of the
Credit Agreement and the Parent Guaranty (the “Supervisory Board Resolutions”);
and

	 
	 	in.	 	a written resolution of the sole shareholder of CB&I I3.V., dated
November 2, 2006, reflecting the approval of the execution, delivery and
performance by CB&I B.V. of the Subsidiary Guaranty (the “CB&I B.V.
Shareholders Resolutions”).






In examining and describing the documents listed at a. through m. above and in giving the
opinions stated below, we have, with your permission, assumed the following:





	 	(i)	 	the genuineness of all signatures on all documents;

	 
	 	(ii)	 	the authenticity and completeness of all documents submitted to us as
originals and the conformity to authentic originals of all conformed, copied, faxed
or specimen documents;

	 
	 	(iii)	 	that all information supplied to us orally by public officials and all
certificates of public officials submitted to us are true and correct in all
respects;






November 06, 2006




3/19


 


 









 






	 	(iv)	 	the reliability of all search results obtained by electronic data
transmission and the accuracy of the results of any printed or computer search of
offices of public record;

	 
	 	(v)	 	that the information set forth in each of the Excerpts is true and correct
as of the date hereof. Although not constituting conclusive evidence thereof, this
assumption is supported by telephonic inquiries made to the Trade Register today;

	 
	 	(vi)	 	that the Company Articles are the articles of association (statuten)
of the Company as in force on the date hereof. Although not constituting conclusive
evidence thereof, this assumption is supported by the fact that the date of the last
amendment to the articles of association of the Company as shown on the Company
Excerpt corresponds with the date shown in the Company Articles as the last date of
amendment of the articles of association of the Company;

	 
	 	(vii)	 	that the CB&I B.V. Articles are the articles of association
(statuten) of CB&I B.V. as in force on the date hereof. Although
not constituting conclusive evidence thereof, this assumption is supported by the
fact that the date of the last amendment to the articles of association of CB&I B.V.
as shown on the CB&I B.V. Excerpt corresponds with the date shown in the CB&I B.V.
Articles as the last date of amendment of the articles of association of CB&I BY.;

	 
	 	(viii)	 	that neither of the Companies has passed a resolution to voluntarily dissolve
( ontbinden), merge (fuseren) or de-merge (splitsen) and no
petition has been presented by a court for the bankruptcy (faillissement) or
moratorium of payment (surseance van betaling) of either of the Companies
and no receiver, trustee, administrator (bewindvoerder) or similar officer
has been appointed in respect of either of the Companies or their respective assets
and that no decision has been taken to dissolve (ontbinden) either of the
Companies by (i) the competent Chamber of Commerce under Article 19a Book 2 of the
Dutch Civil Code or (ii) the competent District Court (rechtbank) under
Article 21 Book 2 of the Dutch Civil Code.

	 
	 	 	 	Although not constituting conclusive evidence thereof, this assumption is
supported by (i) the Excerpts and (ii) telephone inquiries made today to the
bankruptcy clerk’s office (faillissernentsgriffie) of the District Court
(rechtbank) of Amsterdam (being the competent court in
respect of the Companies in view of their corporate seats being at Amsterdam);






November 06, 2006




4/19


 


 









 






	 	(ix)	 	that each party to the Credit Documents (other than the Companies) has been
duly incorporated and organized and is validly existing and in good standing (where
such concept is legally relevant) under the laws of its jurisdiction of
incorporation and of the jurisdiction of its principal place of business;

	 
	 	(x)	 	the power, capacity (corporate and otherwise) and authority of all parties
(other than the Companies) to enter into and perform their obligations under the
Credit Documents and the legal capacity (handelingsbekwaamheid) of all individuals (including those
individuals acting on behalf of either of the Companies) acting on behalf of
any of the parties to the Credit Documents;

	 
	 	(xi)	 	(i) that each of the Credit Documents has been duly authorized and validly
executed and delivered by all parties thereto (other than the Companies) and (ii)
that under any applicable law (other than the laws of The Netherlands) each of the
Credit Documents constitutes the valid and binding obligation of each of the parties
thereto, enforceable against each of such parties in accordance with its terms;

	 
	 	(xii)	 	that none of the Credit Documents nor any of the transactions contemplated
thereby or connected therewith (whether individually or seen as a whole) are or will
result in a breach of the laws of any relevant jurisdiction other than that of The
Netherlands (including for the avoidance of doubt the tax laws of any such
jurisdiction) or are intended to avoid the applicability or the consequences of such
laws in a manner that is not permitted thereunder;

	 
	 	(xiii)	 	that all necessary licenses, authorizations, permissions, consents and exemptions
by or from any public or semipublic authority or agency of any country other than
The Netherlands (“Governmental Authorizations”), and all payments of stamp duties or
other taxes under the laws of any country other than The Netherlands, which may be
required in connection with the execution, delivery and performance by the parties
thereto of the Credit Documents and any transaction contemplated therein, have been
obtained or made and in the case of Governmental Authorizations are in full force
and effect;






November 06, 2006




5/19


 


 









 






	 	(xiv)	 	that the Supervisory Board of the Company has not adopted any
reglement as referred to in Article 15, paragraph 1, of the Company
Articles;

	 
	 	(xv)	 	that the Supervisory Board Resolutions were duly adopted at a meeting
convened and held in accordance with all of the applicable requirements of Dutch law
and the articles of association of the Company and that the Supervisory Board
Resolutions have not been and will not be revoked, amended, declared null and void
(nietig verklaard) or rescinded (vernietigd);

	 
	 	(xvi)	 	that none of the Management Board Resolutions or the CB&I B.V. Shareholders
Resolutions have been or will be revoked, amended, declared null and void
(nietig verklaard) or rescinded (vernietigd);

	 
	 	(xvii)	 	that the Company Deed of Incorporation is a notarial deed (authentieke
 akte), that the contents thereof are correct and complete and that there are no
defects in the incorporation of the Company, not appearing on the face of the
Company Deed of Incorporation, on the basis of which a court might dissolve the
Company;

	 
	 	(xviii)	 	that the CB&I B.V. Deed of Incorporation is a notarial deed (authentieke
 akte), that the contents thereof are correct and complete and that there are no
defects in the incorporation of CB&I B.V., not appearing on the face of the C13&I
B.V. Deed of Incorporation, on the basis of which a court might dissolve CB&I B.V.;

	 
	 	(xix)	 	that none of the Credit-Linked Notes or Term Loan Notes, or any other
security (“effect”), which may be deemed to be created in connection with the
transactions contemplated by the Credit Documents, has been or will at any time be
offered in or from (“in of vanuit”) The Netherlands;

	 
	 	(xx)	 	that none of the Co-Obligors is entitled to immunity from service of process
in legal proceedings under the laws of New York or the laws of the jurisdiction of
incorporation of the relevant Co-Obligor; and

	 
	 	(xxi)	 	that at the time of execution of the CB&I B.V. Shareholders
Resolution (A) Lealand Finance B.V. was the sole shareholder of CB&I B.V., (B) none
of the shares in the capital of CB&I B.V. were subject to any pledge






November 06, 2006




6/19









 









or usufruct pursuant to which the voting rights in respect of such
shares were transferred to the pledgee or usufructuary and (C) no depositary
receipts (certificates) had been issued in respect of any of the shares
of CB&I B.V. with the cooperation of CB&I B.V.



We have undertaken no independent factual investigation in connection with the opinions
expressed herein or the transactions contemplated by the Credit Documents other than to review
the documents listed at a. through m. above. Specifically, we have relied as to factual
matters on our review of the documents listed at a. through m. above and on the factual
assumptions made herein. Our examination referred to above has been limited to the face of the
documents.




We have not conducted or caused to be conducted any searches, investigations or reviews
relating to any judgment, rule, regulation, order, encumbrance, lien or
third-party interest to which the Companies are subject or by
which their respective properties and assets are bound or any litigation or
governmental proceedings commenced, pending or threatened against or affecting either
of the Companies or their respective properties, interests, rights, assets or undertakings.




We do not express an opinion on matters of fact; matters of international law, including,
without limitation, the laws of the European Union except to the extent the laws of the
European Union have direct force and effect in The Netherlands; anti-trust law; or, except as
set forth in paragraphs L. and P. through R. below, any matter of taxation. No opinion is
given on commercial, accounting or non-legal matters or on the ability of the parties to meet
their financial or other obligations under the Credit Documents.




Based on the foregoing, and subject to any facts, circumstances and documents not disclosed to
us, and subject to the further limitations, qualifications, assumptions, exclusions and
exceptions set forth herein, we are of the opinion that:





	A.	 	The Company has been duly incorporated and is validly existing as a
public limited liability company (naamloze vennootschap) under the laws of
The Netherlands. CB&I B.V. has been duly incorporated and is validly existing as
a private limited liability company (besloten venootschap met
beperkte aansprakeliikheid) under the laws of The Netherlands.

	 
	B.	 	The Company has the corporate power and corporate authority to own its properties and assets and to carry on its business within the objects clause of the Company Articles. CB&I B.V. has the corporate power and
corporate authority to own its properties and assets and to carry on its business
within the objects clause of the CB&I B.V. Articles.






November 06, 2006




7/19


 


 









 






	C.	 	The Company has the corporate power and corporate authority to execute and deliver
each of the Credit Agreement and the Parent Guaranty and to perform its contractual
obligations thereunder. CB&I B.V. has the corporate power and corporate authority to
execute and deliver the Subsidiary Guaranty and to perform its contractual obligations
thereunder.

	 
	D.	 	The execution, delivery and performance by the Company of the Credit Agreement and
the Parent Guaranty have been duly authorized by all requisite corporate action on the
part of the Company. The execution, delivery and performance by CB&I B.V. of the
Subsidiary Guaranty have been duly authorized by all requisite corporate action on the
part of CB&I B.V. Each of the Credit Agreement and the Parent Guaranty has been duly
executed and delivered by the Company. The Subsidiary Guaranty has been duly executed
and delivered by CB&I B.V.

	 
	E.	 	The choice of the laws of New York as the law governing each of the Credit Agreement
and the Parent Guaranty is valid and binding upon the Company under the laws of The
Netherlands, insofar as the laws of The Netherlands are applicable, and accordingly each
of the Credit Agreement and the Parent Guaranty constitutes, in a proceeding before the
courts of The Netherlands duly applying the laws of New York, the legal, valid and
binding obligation of the Company, enforceable against the Company in accordance with
its terms, subject to such exceptions to the legal, valid and binding obligation thereof
and to the enforceability thereof as exist under the laws of New York. The choice of the
laws of New York as the law governing the Subsidiary Guaranty is valid and
binding upon CB&I B.V. under the laws of The Netherlands, insofar as the laws of The
Netherlands are applicable, and accordingly the Subsidiary Guaranty constitutes, in a
proceeding before the courts of The Netherlands duly applying the laws of New York, the
legal, valid and binding obligation of CB&I B.V., enforceable against CB&I B.V. in
accordance with its terms, subject to such exceptions to the legal, valid and binding
obligation thereof and to the enforceability thereof as exist under the laws of New
York.






November 06, 2006




8/19


 


 









 






	F.	 	Neither (i) the execution and delivery by the Company of the Credit Agreement and
the Parent Guaranty nor (ii) the performance by the Company of its contractual
obligations under the Credit Agreement and the Parent Guaranty, violates or conflicts
with (w) the Company Articles, (x) the provisions of any published law, rule or
regulation of general application of The Netherlands, (y) the provisions of any
agreement, instrument or indenture known to us to which the Company is a party and
which is governed by the laws of The Netherlands or (z) any order, judgment or decree
known to us of any court or governmental authority of The Netherlands which is
expressed to be binding on the Company. Neither (i) the execution and delivery by CB&I
13.V. of the Subsidiary Guaranty nor (ii) the performance by CB&I B.V. of its
contractual obligations under the Subsidiary Guaranty, violates, breaches or results in
a default under (w) the CB&I B.V. Articles, (x) the provisions of any published law,
rule or regulation of general application of The Netherlands, (y) the provisions of any
agreement, instrument or indenture known to us to which CB&I B.V. is a party and which
is governed by the laws of The Netherlands or (z) any order, judgment or decree known
to us of any court or governmental authority of The Netherlands which is expressed to
be binding on CB&I B.V.

	 
	G.	 	Neither (i) the execution and delivery by any Co-Obligor of the Credit Agreement
nor (ii) the performance by any Co-Obligor of its contractual obligations under the
Credit Agreement, violates or breaches (x) the provisions of any published law, rule or
regulation of general application of The Netherlands or (y) any order, judgment or
decree known to us of any court or governmental authority of The Netherlands which is
expressed to be binding on any Co-Obligor.

	 
	H.	 	Neither (A) the execution and delivery by the Company of each of the Credit
Agreement and the Parent Guaranty, (B) the performance by the Company of its
contractual obligations under each of the Credit Agreement and the Parent Guaranty, (C)
the execution and delivery by CB&I B.V. of the Subsidiary Guaranty, (D) the performance
by CB&I B.V. of its contractual obligations under the Subsidiary Guaranty, (E) the
execution and delivery by the Co-Obligors of the Credit Agreement nor (F) the
performance by the Co-Obligors of their contractual obligations under the Credit
Agreement, requires any order, consent, permit or approval of, any national
governmental or regulatory authority of The Netherlands.






November 06, 2006




9/19


 


 









 






To our knowledge, there is no action, suit or proceeding pending against the
Company, CB&I B.V. or any Co-Obligor before (x) any Dutch court, (y) any national
governmental or regulatory authority of The Netherlands or (z) any arbitrator
sitting in The Netherlands.




	J, 	 	There is no requirement that any Lender be licensed, qualified or
otherwise entitled to carry on business in The Netherlands, (x) in order for such
Lender to be entitled (A) to initiate legal proceedings to enforce the Credit
Agreement or the Parent Guaranty against the Company in the Dutch courts or (B) to
initiate legal proceedings to enforce the Subsidiary Guaranty against CB&I B.V. in
the Dutch courts or (y) otherwise by reason only of (A) the execution and delivery
by the Company of the Credit Agreement and the Parent Guaranty, (B) the execution
and delivery by CB&I B.V. of the Subsidiary Guaranty, (C) the execution and delivery
by any Lender of the Credit Agreement, (D) the performance by the Company of its
contractual obligations under the Credit Agreement and the Parent Guaranty, (E) the
performance by CB&I B.V. of its contractual obligations under the Subsidiary
Guaranty or (F) the performance by any Lender of its contractual obligations under
the Credit Agreement.







	K.	 	Assuming that none of the Lenders has, or will subsequently acquire or
open, an office (kantoor) or branch (filiaal) in The Netherlands,
none of the Lenders will be deemed to acquire a domicile (woonplaats)
within the meaning of BW I :10 through 1:15 in The Netherlands only by reason of
(A) the execution and delivery of the Credit Agreement by such Lender and the
performance by such Lender of its contractual obligations thereunder, (B) the
execution and delivery of the Credit Agreement and the Parent Guaranty by the
Company and the performance by the Company of its contractual obligations
thereunder, (C) the execution and delivery by CB&I B.V. of the Subsidiary Guaranty
and the performance by CB&I B.V. of its contractual obligations thereunder, (D) the
enforcement of the Credit Agreement and the Parent Guaranty against the Company in
legal proceedings before the Dutch courts or (E) the enforcement of the Subsidiary
Guaranty against CB&I B.V. in legal proceedings before the Dutch courts.






November 06, 2006




10/19


 


 









 






	L.	 	Under the laws of The Netherlands no Lender will be subject to taxation
in The Netherlands solely as a result of (A) the execution and delivery of the
Credit Agreement by such Lender and the performance by such Lender of its contractual obligations thereunder, (B) the execution and
delivery of the Credit Agreement and the Parent Guaranty by the Company and the
performance by the Company of its contractual obligations thereunder, (C) the
execution and delivery by CB&I B.V. of the Subsidiary Guaranty and the performance by
CB&I BA/, of its contractual obligations thereunder, (D) the enforcement of the Credit
Agreement or the Parent Guaranty against the Company in legal proceedings before the
Dutch courts or (E) the enforcement of the Subsidiary Guaranty against CB&I B.V. in
legal proceedings before the Dutch courts.







	M.	 	Each of (x) the submission by the Company to the non-exclusive jurisdiction of the
courts of the State of New York sitting in New York or the United States for the Southern
District of such State pursuant to Section 10.14 of the Credit Agreement, (y) the
submission by the Company to the non-exclusive jurisdiction of any state or federal court
of competent jurisdiction in the State of New York pursuant to Section 13 of the Parent
Guaranty and (z) the submission by CB&I B.V. to the non-exclusive jurisdiction of any
state or federal court in the State of New York pursuant to Section 14 of the Subsidiary
Guaranty, is valid and binding upon the Company or Ca&I B.V., as the case
may be, under the laws of The Netherlands, insofar as the laws of the Netherlands are
applicable, except that such submission to jurisdiction is void if any court of the State
of New York sitting in New York or of the United States Southern District of such State,
or any state or federal court of competent jurisdiction in the State of New York, as the
case may be, would refuse to apply an international mandatory rule of Dutch law, that is
a rule of Dutch private international law which specifies the governing taw in a
particular situation and which does not permit any deviation from such governing law by
agreement of the parties.

	 
	N.	 	In the absence of an applicable treaty between The Netherlands and the United States
of America, a judgment rendered by a court in the State of New York will not be directly
enforceable in The Netherlands. In order to obtain a judgment which is enforceable in The
Netherlands, the claim must be reheard on its merits before a competent court in The
Netherlands. However (i) a final judgment (which is a judgment not subject to being
contested by appeal or other means) for the payment of money (other than a judgment for
the payment of a fine or penalty or for the payment of punitive damages, as to which we
express no opinion) rendered (x) against the Company or a Co-Obligor, in respect of
a breach by the Company or such Co-Obligor of its payment obligations under
the Credit Agreement, by a court of the State of New York sitting in New York or






November 06, 2006




11/19


 


 









 






		 	of the United States for the Southern District of such State, acting pursuant
to the acceptance by the Company or the relevant Co-Obligor, as the case may be, of
the non-exclusive jurisdiction of such court pursuant to Section 10.14 of the Credit
Agreement, or (y) against the Company in respect of a breach by the Company of its
payment obligations under the Parent Guaranty, by any state or federal court of
competent jurisdiction in the State of New York, acting pursuant to the acceptance by
the Company of the non-exclusive jurisdiction of such court pursuant to Section 13 of
the Parent Guaranty or (z) against CB&I B.V. in respect of a breach by CB&I B.V. of
its payment obligations under the Subsidiary Guaranty, by any state or federal court
of competent jurisdiction in the State of New York, acting pursuant to the acceptance
by CB&I B.V. of the non-exclusive jurisdiction of such court pursuant to Section 14
of the Subsidiary Guaranty, will under current practice be recognized by a Dutch
court if (i) such judgment results from proceedings compatible with Dutch concepts of
due process, (2) such judgment and its enforcement do not violate the public policy
of The Netherlands, (3) the court that rendered such judgment (x) had jurisdiction
under the relevant laws applicable in the State of New York and (y) did not assume
jurisdiction on grounds incompatible with internationally recognised principles in
respect of jurisdictional matters and (4) such judgment does not conflict with any
other final judgment rendered between the same parties and (ii) the court in The
Netherlands that so recognises a judgment granted against the Company, CB&I B.V. or a
Co-Obligor as described in clause (i) of this sentence will under current practice
generally grant the same monetary relief (other than a judgment for the payment of a
fine or penalty or for the payment of punitive damages, as to which we express no
opinion) set forth in such judgment without the necessity for relitigation on the
merits.







	0.	 	Under the laws of The Netherlands, neither the Company nor CB&I B.V. is
entitled to invoke on the grounds of sovereignty, in respect of any legal proceedings
arising out of its obligations under the Credit Agreement, the Parent Guaranty or the
Subsidiary Guaranty, immunity from service of process in legal proceedings brought
before a court in the Netherlands. Under the laws of The Netherlands, insofar as the
laws of The Netherlands are applicable, none of the Co-Obligors is entitled to invoke
on the grounds of sovereignty in respect of any legal proceedings arising out of its
obligations under the Credit Agreement immunity from service of process in legal
proceedings brought before a court in The Netherlands.

	 
	P.	 	No Co-Obligor will be subject to income taxation in The Netherlands only by
reason of (i) the execution (ondertekening) or delivery (overhandiging) by such Co-Obligor of the Credit Agreement, (ii) the enforcement against any Co-
Obligor of the Credit Agreement in legal proceedings before the courts of The
Netherlands or (iii) the performance by the Lenders of their contractual obligations
under the Credit Agreement.






November 06, 2006




12/19


 


 









 






	Q.	 	All amounts payable by the Company or CB&I B.V. under the Credit
Agreement, the Parent Guaranty or the Subsidiary Guaranty may be made free from
withholding or deduction of or for any taxes of whatever nature imposed, assessed,
withheld or levied by The Netherlands or any political subdivision or taxing
authority thereof or therein.

	 
	R.	 	No stamp or registration or similar taxes or charges are payable in The
Netherlands in respect of the execution and delivery of any of the Credit Documents.






The opinions expressed herein are subject to the following exceptions, limitations,
qualifications and assumptions:




	 	(i)	 	The use of the terms “enforceable”, “enforceability”, “valid”,
“binding” and “effective” where used in paragraphs A. through R. above means
that the obligations assumed by the relevant party under the relevant agreement
are of a type which Dutch law generally recognizes or enforces; it does not
mean that these obligations will necessarily be enforced in all circumstances
in accordance with their terms. In particular, enforcement before the courts of
The Netherlands will in any event be subject to the matters set forth in
paragraphs (ii) through (xv) below.

	 
	 	(ii)	 	The opinions expressed herein may be affected or limited by and are
subject in all respects to the provisions of applicable law concerning
bankruptcy (faillissement), insolvency, fraudulent conveyance
(actio Pauliana), preferential transfers (e.g. Article 47
Faillissementswet), statutory merger (juridische fusie), statutory
demerger (splitsiino), moratorium (surseance van betaling), setoff,
abatement (matiging), counterclaim, statute of limitations
(veriaring) and compulsory dissolution (ontbinding) of a
company, and other laws now or hereafter in effect, relating to or affecting
the rights and remedies of creditors generally.






November 06, 2006




13/19


 


 









 






	 	(iii)	 	The rights and obligations of the parties to the Credit Documents are, to
the extent that the laws of The Netherlands are applicable and also possibly in the
event that enforcement by a court in The Netherlands of any of the Credit Documents,
or of a judgment rendered against the Company, CB&I B.V. or a Co-Obligor based on
the Credit Documents, is sought, subject to the principles of reasonableness and
fairness (beginselen van redelijkheid en billijkheid). which under Dutch
law govern the relationship between the parties to a contract and which in certain
circumstances may limit or preclude the reliance on, or enforcement of, contractual
terms and provisions.

	 
	 	(iv)	 	The enforcement in The Netherlands of the Credit Documents would be subject
to the rules of civil procedure as applied by the Dutch courts.

	 
	 	(v)	 	Specific performance (reele executie) and other remedies analogous
to common law equitable remedies such as injunctive relief may not always be
available under Dutch law.

	 
	 	(vi)	 	A provision which stipulates that certain documents constitute conclusive
evidence may not be enforceable in all circumstances.

	 
	 	(vii)	 	If a specific provision in any of the Credit Documents permits concurrent
proceedings to be brought in different jurisdictions at the same time relating to
the same subject matter, such provisions may not be enforceable in The Netherlands.

	 
	 	(viii)	 	Article 242 of the Dutch Code of Civil Procedure may limit the enforcement in
proceedings before a Dutch court of contractual provisions providing for
indemnification for attorney’s fees and collection costs (buitengerechtelijke
kosten).

	 
	 	(ix)	 	Under Dutch law each power of attorney (volinacht) or mandate
(lastgeving) (including all appointments of process agents or other agents
or attorneys-in-fact), whether or not by its terms stated to be irrevocable, granted
by the Company or CB&I B.V., expressly or by implication, in any of the Credit
Documents will terminate without notice by force of law upon bankruptcy of the
Company or CB&I B.V., as the case may be, or of the person to whom the power of
attorney (volmacht) or mandate (lastgeving) is granted.






November 06, 2006




14/19


 


 









 












	 	(x)	 	Powers of attorney granted by the Company or CB&I B.V. can only
be exercised with the cooperation of the court-appointed administrator
(bewindvoerder) in the event the Company or CB&I B.V. is granted a
suspension of payments (surseance van betaling).

	 
	 	(xi)	 	The opinions expressed in paragraph E. above are subject to the
following exceptions and qualifications: (1) The choice of the laws of New
York as the law governing the Credit Documents will not be recognized as valid
and binding upon the Company or CB&I B.V. under the laws of The Netherlands,
insofar as the laws of The Netherlands are applicable, to the extent that (a)
any provision of the Credit Documents or (b) any provision of the laws of New
York applicable to the Credit Documents, is manifestly incompatible with the
public policy of The Netherlands. (2) Regardless of the law which the parties
to a contract have chosen as the governing law with respect thereto, a court
of The Netherlands may give effect to mandatory rules of Dutch law or the laws
of another jurisdiction with which the situation has a close
connection, if and insofar as under Dutch law or the laws of that other
jurisdiction those rules must be applied regardless of the law which would
otherwise be applicable. (3) The courts of The Netherlands will take into
account the law of the country in which performance of an obligation occurs or
is to occur in relation to (a) the manner of performance of such
obligation and (b) the measures required to be taken by the obligee in the
event of failure to perform such obligation.

	 
	 	 	 	The service of process against a party other than by personal delivery by a
bailiff of the Dutch courts (gerechtsdeurwaarder) may not
be considered by a Dutch court to constitute valid service of process,
notwithstanding any provision or agreement to the contrary in the Credit
Documents.

	 
	 	(xiii)	 	Provisions of the Credit Documents providing that a party thereto is
not liable for, or is entitled to indemnification for, such party’s own
intentional misconduct (opzet) or gross negligence (grove schuld)
 are in conflict with public policy of The Netherlands and may not be
enforceable in The Netherlands.

	 
	 	(xiv)	 	Dutch law generally does not recognize the concept of ownership of
property by a trustee for the benefit of third persons. Accordingly, any
trusts purported to be created pursuant to Section 6 of the






November 06, 2006




15/19


 


 









 











Parent Guaranty or Section 6 of the Subsidiary Guaranty might not be
recognized under the laws of The Netherlands and might not be enforced in legal
proceedings before a court in The Netherlands.




	 	(xv)	 	Under the laws of The Netherlands an agreement by a company
may be void on the grounds of ultra vires if it is not in the interest of the
company to enter into such agreement, even if the agreement clearly falls
within the scope of the literal wording of the objects clause of the company’s
articles of association. While the case law on this issue is limited, a
guarantee of, assumption of liability for, or granting of other security for,
obligations of companies other than direct or indirect majority-owned
subsidiaries of the company issuing a guarantee or granting other security may
be particularly vulnerable to challenge on this grounds. In the present case we
assume that CB&I B.V. may derive benefits from the transactions contemplated by
the Credit Agreement, taken as a whole. Whether such benefit is sufficient to
make entering into the Subsidiary Guaranty by CB&I B.V. in CB&I B.V,’s
“corporate interest” is a highly fact-specific question on which we express no
opinion.






We express no opinion herein as to the first sentence of Section 2 of the
Parent Guaranty and the Subsidiary Guaranty, or the provisions of Section 4 of the
Parent Guaranty and the Subsidiary Guaranty, to the extent that pursuant to any of the
provisions of the Parent Guaranty or the Subsidiary Guaranty referred to in this sentence the
Company or CD&I B.V. purports to waive any defenses available to it pursuant to mandatory
provisions of Dutch law as set forth in this opinion. In addition, without limiting the
generality of the foregoing sentence, we express no opinion herein concerning the
enforceability in legal proceedings before a court of The Netherlands of Section 4(a), 4(c),
5(e)(i), (ii) and (iii) (to the extent the Company or CB&I By. pursuant to the latter
provisions purports to waive any right to “recouprnents” or “counterclaims”) or 5(g) of the
Parent Guaranty or the Subsidiary Guaranty.



In this opinion, when we use the terms “to our knowledge”, “known to us” and the like we
are referring only to the actual knowledge of those lawyers of Baker & McKenzie Amsterdam N.V.
who regularly provide legal representation to the Company and CB&I B.V., based solely on
documents included in the case files of Baker & McKenzie Amsterdam N.V. relating to such legal
representation.



This opinion speaks as of the date hereof, and we make no undertaking to supplement
such opinions if facts and circumstances come to our attention (including, without limitation, amendments to the Credit Documents), or changes in the law occur, which
could affect such opinions.




November 06, 2006




16/19


 


 









 






This opinion:




	 	1.	 	expresses and describes Dutch legal concepts in English and not in their original
Dutch terms; these concepts may not be identical to the concepts described by the
English translations; this opinion may therefore be relied upon only on the express
conditions (x) that such opinion and any issues of interpretation or liability arising
thereunder shall be governed by, and that all words and expressions used herein shall
be construed and interpreted in accordance with, the laws of The Netherlands and (y)
that any issues of interpretation or liability arising hereunder shall also be governed
by Dutch law and shall be brought exclusively before a Dutch court;

	 
	 	2.	 	is strictly limited to the matters set forth herein and no opinion tnay be
inferred or implied beyond that expressly stated herein; and

	 
	 	3.	 	is furnished as of its date at the request and direction of the Company and C13&I
B.V. pursuant to Section 4.01(a)(v) of the Credit Agreement and may be relied upon solely
by the addressees hereof and may not be relied upon by or furnished, circulated or quoted
to, or used or referred to or filed with, any other person, or by the addressees hereof
in any other context, without our express written consent. Subject to the provisions of
paragraphs 1. and 2, above, you may, however, deliver a copy of this opinion to your
accountants; attorneys and other professional advisors, to regulatory authorities having
jurisdiction over you, including, without limitation, the National Association of
Insurance Commissioners, to any Eligible Assignee or Participant of any Lender and to any
successor Administrative Agent or L/C Issuer, and such legal counsel, Eligible Assignee,
Participant, successor Administrative Agent or L/C Issuer may rely on this opinion as if
it were addressed and had been delivered to it on the date hereof, unless and to the
extent statements in this opinion would be affected by the status of such Eligible
Assignee, Participant, successor Administrative Agent or L/C Issuer.







We express no opinion on any laws other than the law of The Netherlands as it stands and has
been interpreted in printed case law of the courts of The Netherlands as of the date of this
opinion. In particular, without limiting the generality of the foregoing we express no opinion
concerning whether or under what circumstances or with what result a court sitting outside The
Netherlands would or might apply Dutch law.



November 06, 2006




17/19


 


 









 











This opinion is given on behalf of Baker & McKenzie Amsterdam N.V. and not on behalf of or by
any other office or associated firm of the Swiss Verein Baker & McKenzie. In this opinion the
expressions “we”, “us”, “our” and like expressions should be construed accordingly.



Yours sincerely,









Baker & McKenzie Amsterdam N.V.




November 06, 2006




18/19



 


 









 










SCHEDULE A




Metropolitan Life Insurance Company Allstate
Life Insurance 
Company Phoenix Life Insurance Corp.




Exhibits to 
Letter of Credit and Term Loan Agreement

(Five Year Series B)




November 05, 2006




19/19


 


 









 





EXHIBIT C-4




FORM OF

OPINION OF MORRISON & FOERSTER LLP




[See attachment hereto]



Exhibits to

Letter of Credit and Term Loan Agreement

(Five Year Series B)




 


 










 




	 	 	 	 	 
	

	 	425 MARKET STREET

SAN FRANCISCO 

CALIFORNIA 94105-2482

TELEPHONE: 415.268.7000

FACSIMILE:  415.268.7522


WWW.MOEO.COM
	 	MORRISON & FOERSTER LLP


NEW YORK, SAN FRANCISCO, 

LOS ANGELES, PALO ALTO, 
SAN DIEGO, WASHINGTON, D.C.


DENVER, NORTHERN VIRGINIA,
 ORANGE
COUNTY, SACRAMENTO,
 WALNUT CREEK,
CENTURY CITY 

TOKYO, LONDON, BEIJING,
 SHANGHAI, HONG
KONG,
 SINGAPORE, PRUSSELS






November 6, 2006




To Bank of America, N.A., as Administrative Agent,

and to each L/C Issuer and each Lender party to

the Credit Agreement described below





			
	Re:	 	$100 Million Letter of Credit and Term Loan Agreement dated as of November 6, 2006






Ladies and Gentlemen:




We have acted as counsel for Bank of America, N.A. (the “Bank”), as administrative agent, in
connection with the transactions contemplated by the $100 Million Letter of Credit and Term Loan
Agreement, dated as of November 6, 2006 (the “Credit Agreement”), among Chicago Bridge &
Iron Company, N.V., on behalf of itself and as Co-Obligors’ Agent, and Chicago Bridge & Iron
Company (Delaware), CBI Services, Inc., CB&I Constructors, Inc. and CB&I Tyler Company, as
Co-Obligors, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as issuers of letters of credit
(the “L/C Issuers”), certain lenders signatory thereto (including the Bank) (the
“Lenders”), and the Bank, as administrative agent. This opinion is furnished to the
Administrative Agent, the L/C Issuers and the Lenders pursuant to Section 4.01(a)(vi) of the
Credit Agreement. Unless otherwise defined herein, terms defined in the Agreement shall have the
same meanings herein.



We have examined originals or copies of the executed Credit Agreement, the Credit- Linked
Notes, each dated November 6, 2006, the LOC Allocation Agreement, dated as of November 6, 2006,
executed by Bank as Administrative Agent in connection with the Credit Agreement, and the Money
Market Account Agreement, dated November 6, 2006 (the “Deposit Agreement”) between the
Bank as Administrative Agent and the Bank as Depository, establishing the Credit-Linked Deposit
Account (collectively, the “Documents”).



In addition, we have considered such questions of law as we have deemed necessary for the
purpose of rendering the opinions set forth herein.



We have assumed the genuineness of all signatures and the authenticity of all items submitted
to us as originals and the conformity with originals of all items submitted to us as copies. In
making our examination of the Documents, we have assumed that (i) each party to the Documents
(other than the Bank) has the power and authority to execute and deliver, and to perform and
observe the provisions of, the Documents, and has duly authorized, executed and delivered such
Documents, and (ii) such Documents constitute the legal, valid and binding


 


 









 










The Administrative Agent, the L/C Issuers, and the Lenders party

to the Letter of Credit and Term Loan Agreement

November 6, 2006

Page Two




obligations of each such party (other than the Bank). You will receive an opinion letter of even
date herewith from Peter I-1. Fuad, Assistant General Counsel of the Bank, with respect to the
authority of the Bank to execute and deliver the Documents and certain other matters. We have
relied on such opinion letter in rendering the opinions set forth herein, without independently
considering the matters covered thereby.



For purposes of our opinion below regarding the enforceability of the choice-of-law provisions
in the Credit Agreement and the Credit-Linked Notes, we have assumed that Section 5-1401 of the New
York General Obligations Law will be given effect in accordance with its terms.



The opinion hereinafter expressed is subject to the following further qualifications and
exceptions:



(1) The effect of bankruptcy, insolvency, reorganization, arrangement, moratorium or other
similar laws relating to or affecting the rights of creditors generally, including, without
limitation, laws relating to fraudulent transfers or conveyances, preferences and equitable
subordination, as such laws may be applied in the event of any bankruptcy, receivership,
insolvency, reorganization, liquidation, readjustment of debt or other similar proceedings of, or
moratorium affecting, the Bank.



(2) Limitations imposed by general principles of equity upon the availability of equitable
remedies or the enforcement of provisions of the Documents; and the effect of judicial decisions
which have held that certain provisions are unenforceable where their enforcement would violate the
implied covenant of good faith and fair dealing, or would be commercially unreasonable, or where a
default under the Documents is not material.



(3) We express no opinion as to the enforceability of requirements that provisions of the
Documents may only be waived in writing to the extent that an oral agreement has been entered into
modifying provisions of the Documents.



(4) We express no opinion as to the circumstances under which rights of setoff may be
exercised by the Lenders or any Participants.



(5) The effect of judicial decisions permitting the introduction of extrinsic evidence to
supplement the terms or aid in the interpretation of the Documents.



(6) We express no opinion as to the effect on the opinion expressed herein of (a) the
compliance or non-compliance of any party to the Documents with any law, regulation or order
applicable to it, or (b) the legal or regulatory status or the nature of the business of any such
party.


 


 









 





The Administrative Agent, the L/C Issuers, and the Lenders party

to the Letter of Credit and Term Loan Agreement

November 6, 2006

Page Three




(7) We express no opinion as to compliance or noncompliance of any Persons with applicable
federal or state securities laws or as to the effect of noncompliance on the opinions rendered
herein.



Based upon and subject to the foregoing, we are of the opinion that the Documents constitute
the legally valid and binding obligations of the Bank, enforceable against the Bank in accordance
with their respective terms.



We express no opinion as to matters governed by any laws other than the substantive laws of
the State of New York (including, except as provided below, its applicable choice-of-law rules) and
federal laws of the United States which are in effect on the date hereof, and we express no opinion
as to the effect on the opinions expressed herein of any laws other than the laws of the State of
New York and federal laws of the United States of America. In rendering our opinion above with
respect to the enforceability of the Deposit Agreement, we have assumed for purposes of this
opinion that the laws of the State of New York would govern the Deposit Agreement; we express no
opinion, however, as to whether New York law would be applied by any court in or of the State of
New York in which enforcement of the Deposit Agreement may be sought.



This opinion is solely for the benefit of the Administrative Agent, the L/C Issuers and the
Lenders and may not be relied upon by, nor may copies be delivered to, any other Person without our
prior written consent, except (i) other financial institutions to which the Lenders may from time
to time assign all or a portion of the Credit Obligations, the Participations, the Advances or the
Term Loans (or grant participations therein) in accordance with the Credit Agreement, and (ii) that
copies may be furnished to regulatory authorities having jurisdiction over the Lenders or their
assignees (including the National Association of Insurance Commissioners), outside accountants of
the Lenders or their assignees (for the sole purpose of preparing financial statements), and any
attorneys of any of the foregoing persons. Notwithstanding the foregoing grant of permission to an
assignee to rely on this opinion, we express no opinion with respect to the effect of the
assignee’s failure to comply with any legal requirement in order for it to enforce the Documents.
We express no opinion as to the enforceability of the Documents by a participant.


Very truly yours,



Morrison & Foerster LLP




 


 









 







EXHIBIT C-5




FORM OF

OPINION OF INTERNAL COUNSEL TO THE ADMINISTRATIVE AGENT




[See attachment hereto]



 


 









 





Bank of America,




	 	 	 
	Legal Department 

Los Angeles

	 	Bank of America, N. A.

Mail Code: CA9-193 24-01

333 a Hope
 Street Sude
 2400

Los Angeles, CA 80071
 Tel: {213) 621-8709
 Fax: (213) 821-8759






November 6, 2006




To Bank of America, N.A., as Administrative Agent,

and to each L/C Issuer and each Lender party to the Credit Agreement described below



Re:  $100 Million Letter of Credit and Term Loan Agreement dated as of November 6, 2006




Ladies and Gentlemen:




I serve as Assistant General Counsel to Bank of America, N.A. (the “Bank”), as administrative
agent and have acted in connection with the preparation, execution, and delivery of the $100
Million Letter of Credit and Term Loan Agreement, dated as of November 6, 2006 (the
“Credit Agreement”), among Chicago Bridge & Iron Company, N.V., on behalf of itself
and as Co-Obligors’ Agent, and Chicago Bridge & Iron Company (Delaware), CBI Services, inc.,
CB&I Constructors, Inc, and CB&1 Tyler Company, as Co-Obligors, Bank of America, N.A, and
WMorgan Chase Bank, N,A,, as issuers of letters of credit (the “L/C Issuers”), certain
lenders signatory thereto (including the Bank) (the “Lenders”), and the Bank, as
administrative agent, the Credit-Linked Notes, the LOC Allocation Agreement, dated as of
November 6, 2006, executed by Bank as Administrative Agent in connection with the Credit
Agreement, and the Money Market Account Agreement, dated as of November 6, 2006, which
establishes the Credit-Linked Deposit Account (collectively, the “Documents”).
Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to them in the Documents. I have examined a certificate of the Comptroller of the
Currency of recent date as to the valid certification of the Bank to do business as a national
banking association, such records and other proceedings of the Bank and such laws, rules, and
regulations as I have deemed necessary for purposes of issuing this opinion. I have also
examined a certificate of an Assistant Secretary of the Bank (the “Certificate”) as to
the authority of certain officers of the Bank to execute the Documents on behalf of the Bank
and as to the incumbency of the officer(s) of the Bank who have executed the Documents on
behalf of the Bank. I have assumed the authenticity of certificates and documents submitted to
me as originals (other than the Documents and the Certificate) and the conformity to original
documents of documents submitted to me as copies.



Based upon and subject to the foregoing, I am of the opinion that:




	 	1.	 	The Bank is a national banking association currently authorized to transact the
business of banking and has the requisite power and authority to execute and
deliver, and to perform and observe the provisions of, the Documents.





 


 









 










The Administrative Agent, the L/C Issuers and the Lenders

November 6, 2006

Page 2





	 	2.	 	The Documents have each been duly authorized, executed and delivered by the
Bank.






I express no opinion as to matters governed by any laws other than the federal laws of the United
States and, as to delivery of the Documents, the laws of the State of California which are in
effect on the date hereof, and I express no opinion as to the effect on the opinions expressed
herein of any laws other than the federal laws of the United States of America.



This opinion is solely for the benefit of the Administrative Agent, the L/C Issuers and the
Lenders and may not be relied upon by, nor may copies be delivered to, any other Person without my
prior written consent, except (i) other financial institutions to which the Lenders may from time
to time assign all or a portion of the Credit Obligations, Participations, the Advances or the Term
Loans (or grant participations therein) in accordance with the Credit Agreement, and (ii) that
copies may be furnished to regulatory authorities having jurisdiction over the Lenders (including
the National Association of Insurance Commissioners) or their assignees, outside accountants of the
Lenders or their assignees (for the sole purpose of preparing financial statements), and any
attorneys of any of the foregoing persons.



Very truly yours,






Peter H. Fund

Assistant General Counsel


 


 









 





EXHIBIT C-6




FORM OF

OPINION OF SPECIAL COUNSEL TO THE LENDERS




[See attachment hereto]



 


 









 





LOYENSILOEFF




To:




Each of the parties listed

on Schedule I attached hereto




CHICAGO BRIDGE & IRON

CREDIT AGREEMENT B — USD 100,000,000




Privileged

Amsterdam/London, 6 November 2006




Ladies and Gentlemen,




You have requested us, the undersigned, as your special counsel on certain matters of Dutch
law, to render an opinion with respect to Chicago Bridge & Iron Company N.V. (the “Parent”), a
public company with limited liability, incorporated under Dutch law and Chicago Bridge & Iron
Company B.V. (the “Subsidiary”), a private company with limited liability, incorporated under
Dutch law (the “Companies” and each a “Company”), in connection with the transactions
contemplated by (a) that certain letter of credit and term loan agreement by and among, inter
alia, the Parent, Chicago Bridge & Iron Company (Delaware), CBI Services, Inc. and Bank of
America, N.A, dated as of 6 November 2006, for a maximum amount of USD 100,000,000 (the “Credit
Agreement”), and (b) the other Opinion Documents as defined herein.



Capitalised terms used herein which are not otherwise defined herein are used as defined in the
Credit Agreement. Headings used in this opinion are for ease of reference only and shall not
affect the interpretation hereof.



in this opinion:



“Guaranties” means the documents listed in Schedule II under (2) and (3).



“Opinion Documents” means the documents listed in Schedule II.



In rendering this opinion, we have examined and relied upon electronically transmitted copies
of executed copies of the Opinion Documents and upon the following documents:




	(1)	 	a facsimile copy of an excerpt dated 6 November 2006 of the registration of the Parent
in the trade register of the Chamber of Commerce of Amsterdam, the Netherlands (the “Trade
Register”) (the “Parent Excerpt”);





 


 









 





LOYE N Si LOEFF



	(2)	 	a facsimile copy of an excerpt dated 6 November 2006 of the registration of the
Subsidiary in the Trade Register (the “Subsidiary Excerpt” and together with the Parent
Excerpt the ‘Excerpts”);

	 
	(3)	 	a facsimile copy of articles of association (statuten) of the Parent, dated 24 May
2005 (the “Parent Articles”); and

	 
	(4)	 	a facsimile copy of articles of association (statuten) of the Subsidiary, dated 26
September 2002 (the “Subsidiary Articles” and together with the Parent Articles the
“Articles of Association”).






For the purpose of the opinions expressed herein, we have assumed:




	(i)	 	the genuineness of all signatures;

	 
	(ii)	 	the authenticity of all agreements, certificates, instruments, and other documents
submitted to us as originals;

	 
	(iii)	 	the conformity to the originals of all agreements, certificates, instruments, and
other documents submitted to us as copies;

	 
	(iv)	 	that the information recorded in the Excerpts is true, accurate and complete on the
date hereof (although not constituting conclusive evidence thereof our assumption is
supported by information obtained by telephone today from the Trade Register confirming
that no changes were registered after the date of the Excerpts);

	 
	(v)	 	that the Companies have not been dissolved (ontbonden), merged (gefuseerd), split up
(gesplitst), granted a suspension of payments (surseance verfeend), declared bankrupt
(ballet verklaard) or subjected to any other insolvency proceedings listed in Annex A or
winding up proceedings listed in Annex B of the 29 May 2000 Council Regulation (EC) No
1346/2000 on Insolvency Proceedings (the “Insolvency Regulation”) (although not
constituting conclusive evidence thereof, this assumption is supported by (a) the
contents of the Excerpts, (b) information obtained by telephone today from (i) the
bankruptcy clerk’s office (faillissementsgriffie) of the court in Amsterdam, the
Netherlands, and (ii) the international bankruptcy clerk’s office (internationale
faillissementsgriffie) of the court in The Hague, the Netherlands);

	 
	(vi)	 	that the Articles of Association are the articles of association (statuten) of the
Companies in force on the date hereof (although not constituting conclusive evidence
thereof, this assumption is supported by the contents of the Excerpts);

	 
	(vii)	 	that the Opinion Documents have not been amended, supplemented, terminated,
rescinded or declared null and void;

	 
	(viii)	 	that none of the Companies has established or is in the process of establishing a works
council (ondernemingsraad) or central works council (centrafe ondernemingsraad);

	 
	(ix)	 	that each party to the Opinion Documents is validly existing under the laws under
which it is purported to have been incorporated;

	 
	(x)	 	that (a) each party to the Opinion Documents has all requisite power
(corporate and otherwise) to execute and deliver, and to perform its obligations under,
the Opinion Documents, and (b) the Opinion Documents have been duly authorised,
executed, and delivered by or on behalf of the parties thereto;






Legal Opinion

Chicago Bridge & iron B

Execution Version





2









 






LOYE N Si LOEFF



	(xi)	 	that, under the laws by which the Opinion Documents are expressed to be governed and
under the laws of any other relevant jurisdiction (other than
Dutch law), the Opinion Documents constitute the legal, valid and binding obligations
of the parties thereto, and are enforceable against those parties in accordance with
their terms;

	 
	(xii)	 	that the Credit Linked Notes and the Term Notes will not be offered or sold,
directly or indirectly, in the Netherlands; and

	 
	(xiii)	 	that the Companies do not qualify as a credit institution within the meaning of
Section 1 under (a) of the Act on the Supervision of the Credit System 1992 (Wet
toezicht kredietwezen 1992).






Based upon the foregoing and subject to any factual matters or documents not disclosed to us
in the course of our investigation, and subject to the qualifications and limitations stated
hereafter, we are of the opinion that on the date hereof:



Choice of law





	A.	 	The choice of the laws of the State of New York as the law governing the Opinion
Documents is valid and binding under Dutch law, except (i) to the extent that any term
of the Opinion Documents or any provision of the law of the State of New York applicable
to the Opinion Documents is manifestly incompatible with the public policy (ordre
public) of the Netherlands and (ii) that a Dutch court may give effect to mandatory
rules of Dutch law or the laws of another jurisdiction, with which the situation has a
close connection, if and insofar as, under Dutch law or the laws of that other
jurisdiction, those rules must be applied irrespective of the chosen law.






Legal validity





	B.	 	Subject to paragraph A. above, the Opinion Documents to which they are a party
constitute the legal, valid and binding obligations of the Companies, enforceable
against the Companies in accordance with their respective terms.






This opinion is subject to the following qualifications:




	a.	 	The opinions expressed herein may be affected or limited by the provisions of any
applicable bankruptcy (faillissement), insolvency, fraudulent conveyance (actio
pauliana), reorganisation, suspension of payments (surseance van betaling) and other
laws of general application now or hereafter in effect, relating to or affecting the
enforcement or protection of creditor’s rights (including but not limited to the laws
that apply pursuant to the Insolvency Regulation).

	 
	b.	 	If proceedings are instituted against the Company in the courts of the Netherlands
in respect of any sum payable under the Opinion Documents, the claimant has the option
to request those courts to render judgment either in United States Dollars or in the
lawful currency of the Netherlands. A final judgment in United States Dollars may be
enforced in the Netherlands either in United States Dollars or, if enforcement purposes
would so require, in the lawful currency of the Netherlands. In either case, the
applicable rate of exchange would be such rate that procures that the amount in the
lawful currency of the Netherlands is sufficient for the claimant to purchase, on the
date of payment by the Company, forthwith the sum payable in United States Dollars.

	 
	c.	 	Under Dutch law, each power of attorney (volmacht) or mandate (lastgeving), whether
or not irrevocable, granted by a Company in the Opinion Documents will terminate by
force of law, without notice, upon bankruptcy (faillissement), and will cease to be
effective in case of a suspension of payments (surseance
van betaling), of a Company. To the extent that the appointment by a Company of a
process agent would be deemed to constitute a power of attorney or a mandate, this
qualification would apply.






Legal Opinion

Chicago Bridge & Iron B

Execution Version





3









 





LOYE N Si LOEFF




	d.	 	Under Dutch law, a power of attorney can be made irrevocable, provided that the scope
of the power of attorney concerns legal acts which are in the interest of the holder of
the power of attorney or a third party. However, a counterparty of the proxy holder which
has been granted an irrevocable power of attorney, may assume that this condition has
been met, unless the contrary is evident to such a party.

	 
	e.	 	A power of attorney does not affect the authority of the issuer to perform the
actions envisaged by such power of attorney itself.

	 
	f.	 	The consent to the jurisdiction of the courts of the State of New York, as provided
in the Opinion Documents, is valid and binding upon the Companies under Dutch law,
insofar as Dutch law is applicable, provided, however, that such consent does not
preclude bringing claims before the provisional measures judge (voorzieningenrechter) of
a competent court in the Netherlands.

	 
	g.	 	A Dutch court may have to decline jurisdiction if concurrent proceedings have
been brought elsewhere. Dutch law provides that if proceedings, involving the same cause
of action between the same parties, are brought before the courts of different states,
any court other then the court first seized shall of its own motion decline jurisdiction
in favour of that court, provided that the latter court has determined that it has
jurisdiction.

	 
	h.	 	In the absence of an applicable treaty between the State of New York and the
Netherlands, a judgement rendered by a State of New York court will not be enforced by
the courts in the Netherlands. In order to obtain a judgement which is enforceable in the
Netherlands the claim must be relitigated before a competent Dutch court. A judgement
rendered by a State of New York court pursuant to the Opinion Documents will, under
current practice, be recognised by a Dutch court if (i) that judgement results from
proceedings compatible with Dutch concepts of due process, (ii) that judgement does not
contravene public policy (ordre public) of the Netherlands and (iii) the jurisdiction of
the State of New York court has been based on an internationally acceptable ground.

	 
	i.	 	The validity of the guarantee provided by the Companies pursuant to the Guaranties
may be affected by the ultra vires provisions of section 2:7 of the Dutch Civil Code.
These provisions give legal entities the right to invoke the nullity of a transaction if
such transaction entered into by such entity cannot serve to realise the objects of such
entity and the other parties to such transaction knew, or without independent
investigation should have known, that such objects have been exceeded. All circumstances
relevant in determining corporate benefit should be taken into account, including the
wording of the objects clause of the articles of association and the level of (direct or
indirect) benefit derived by the legal entity.






We express no opinion on any law other than the law of the Netherlands (unpublished case law
not included) as it currently stands. We express no opinion on any laws of the European
Communities (insofar as not implemented in the Netherlands in statutes or regulations of
general application or unless it concerns EU Regulations (Verordeningen) in effect in the
Netherlands on the date of the opinion). In this opinion letter we express no opinion on tax
law, on the business merits of the transaction contemplated by the Opinion Documents or on
antitrust law.



Legal Opinion

Chicago Bridge & Iron B

Execution Version





4









 






 LOYENSILOEFF


In this opinion letter Dutch legal concepts are sometimes expressed in English terms and not in
their original Dutch terms. The concepts concerned may not be identical to the concepts
described by the same English term as they exist under the laws of other jurisdictions. This
opinion letter may only be relied upon under the express condition that any issue of
interpretation or liability arising thereunder will be governed by Dutch law and be brought
exclusively before the competent court in Rotterdam, the Netherlands. In addition, this opinion
letter may only be relied upon by you under the express condition that our General Conditions
which include a limitation of liability clause (a copy of which is attached hereto as Annex I)
apply; the reference to Client inciudes the Opinion Addressees.



This opinion letter is strictly limited to the matters stated herein and may not be read as
extending by implication to any matters not specifically referred to. Nothing in this opinion
should be taken as expressing an opinion in respect of any representations or warranties, or
other information, contained in any of the above documents or any other document examined in
connection with this opinion except as expressly confirmed herein.



This opinion letter is addressed to you and may only be relied upon by you in connection with
the transactions to which the Opinion Documents relate, and may not be relied upon by any other
person, firm, company, or institution without our prior written consent, save that any Lender
that becomes a Lender by a permitted assignment or transfer, may rely upon this opinion letter
after notifying us in writing thereof and this opinion letter may be disclosed without reliance
to regulatory authorities having jurisdiction over you in case a legal obligation to do so
arises.



Yours faithfully,

Loyens & Loeff N.V.




	 	 	 	 	 
	

	 	
	 	 
	 

	 	 	 	 






Legal Opinion

Chicago Bridge & Iron B

Execution Version





5









 







LOYENSLLOEFF




SCHEDULE I

OPINION ADDRESSEES




Metropolitan Life Insurance Company

P.O. Box 1902

10 Park Avenue

Morristown, New Jersey 07962-1902

Attention: Director, Investments, Private Placements, and

Chief Counsel-Securities Investments (PRIV)




Allstate Life Insurance Company

c/o Allstate Investments LLC

Private Placements Department

3075 Sanders Road, STE G3A

Northbrook, Illinois 60062-7127




Phoenix Life Insurance Company c/o

Phoenix Investment Partners Attention:

Private Placement Department

56 Prospect Street

Hartford, Connecticut 06115




Legal Opinion

Chicago Bridge & Iron B

Execution Version





6









 







LOYENSLLOEFF




LOYENSi LOEFF




SCHEDULE II

OPINION DOCUMENTS





	(2)	 	A letter of credit and term loan agreement by and among, inter alia, the Parent, Chicago Bridge &
Iron Company (Delaware), CBI Services, Inc. and

	 
	(3)	 	Bank of America, N.A, dated as of 6 November 2006;

	 
	 	 	a parent guaranty, dated 6 November 2006, by and between the Parent and Bank of America, N.A.;

	 
	 	 	a subsidiary guaranty, dated 6 November 2006, by and between, inter alia, the Subsidiary and Bank
of America, N.A.






Legal Opinion

Chicago Bridge & Iron B

Execution Version





 


7









 







LOYENSLLOEFF




ANNEX I

GENERAL CONDITIONS Loyens & Loeff N.V.




The General Terms and Conditions governing the services to be provided by or on behalf of the
public limited company Loyens a Loeff N.V., hereinafter to be referred to as “Loyens & Loeff.




	1.	 	The relation between the Client and Loyens & Loeff shall be governed entirely by the
law of the Netherlands.

	 
	2.	 	Solely Loyens a Loeff shall operate as contracting agent vis•la-vis the Client.
Articles 404 and 407(2) of Book 7 of the Dutch Civil Code shall not be applicable.

	 
	3.	 	Loyens & Loeff shall be obliged to exercise the due care that, in the given
circumstances, may reasonably be expected from it with respect to the services provided
by or on its behalf. Achieving the intended result is not guaranteed by Loyens & Loeff.

	 
	4.	 	When carrying out an assignment, Loyens & Loeff may involve one or more persons that
are not, whether directly or indirectly, connected with Loyens & Loeff. Any failure of
such person may be attributed to Loyens & Loeff, only if the Client proves that Loyens &
Loeff did not act with due care when choosing such person.

	 
	5.	 	The Client shall allow that Loyens & Loeff and the persons involved in carrying out
an assignment by or on behalf of Loyens & Loeff share information relating to the Client
and an assignment awarded by the Client with other persons connected with Loyens a Loeff,
to the extent required or useful for the purposes of client relation management.

	 
	6.1	 	The Client shall be entitled to compensation for the entire damages sustained by the Client
that is, by law, a consequence of an event or series of connected events for which Loyens &
Loeff is liable by law:







	 	a.	 	where Loyens & Loeff has any insurance coverage for such damages, not
to exceed an amount equal to the insurance payment to be received by Loyens &
Loeff plus the excess payable by Loyens 8, Loeff under such insurance;

	 
	 	b.	 	where Loyens & Loeff does not have insurance coverage for such damages
at all, not to exceed an amount of EUR 450,000.







	6.2	 	Without prejudicing the provisions set forth in Article 89 of Book 6 of the Dutch Civil Code,
the right to compensation for damages shall at any rate terminate twelve months after the
occurrence of the event that caused, whether directly or indirectly, the damages for
which Loyens Loeff is liable.

	 
	6.3	 	The provisions set forth in the two foregoing paragraphs shall also apply, if the Client claims
compensation for damages on the grounds of a right taken over or acquired from a third party.

	 
	6.4	 	In the event that one or more third parties should claim from Loyens & Loeff compensation for
damages they sustained in connection with services provided by or on behalf of Loyens a
Loeff to the Client, the latter shall indemnify Loyens Loeff against such claim or
claims and additional costs, insofar as Loyens a Loeff should have to pay to the third
party or parties compensation in excess of the compensation Loyens & Loeff would have
had to pay to the Client if the Client had claimed compensation from Loyens Loeff for
the damages sustained by such third party or parties.

	 
	6.5	 	In the event both the Client and a third party or third parties should claim compensation for
damages from Loyens & Loeff in connection with services provided to the Client by or on
behalf of Loyens Loeff, the damages sustained by the Client shall not qualify for
compensation insofar as the amount of the claim to be paid to the Client would, as such
or after having been increased by the amount of the claim to be paid to the third party
or parties, be in excess of the maximum amount provided in Article 6.1 under (a) or (b).

	 
	7.	 	The General Terms and Conditions may also be invoked by those natural persons or
legal entities
that are involved, whether directly or indirectly, in any manner whatsoever for the
services provided by or on behalf of Loyens & Loeff.

	 
	8.	 	The General Terms and Conditions shall also be applicable to any supplementary or
follow-up
assignments.

	 
	9.	 	The District Court of Rotterdam shall have exclusive jurisdiction over any disputes
between the
Client and Loyens a. Loeff, on the understanding that Loyens & Loeff shall continue to
have power to take legal action against the Client in a court of law that would have
had jurisdiction over disputes between the Client and Loyens & Loeff if the above
nomination of jurisdiction had not been made.

	 
	10.	 	The General Terms and Conditions drawn up in the Dutch language shall prevail over
the General Terms and Conditions drawn up in the English language or in any other
language.






These general conditions were deposited with the Registry of the Rotterdam District Court on
January 1, 2005 under number 142/2004.




 


 











 









					
	BEIJING
	 	400 South Hope Street
	 	NEW YORK
	BRUSSELS
	 	Los Angeles, California 90071-2899
	 	SAN FRANCISCO
	CENTURY CITY
	 	 
	 	SHANGHAI
	 
	 	TELEPHONE (213) 430-6000
	 	SILICON VALLEY
	HONG KONG
	 	FACSIMILE (213) 430-6407
	 	TOKYO
	LONDON
	 	WwW.OMM.COM
	 	WASHINGTON, D.C.
	NEWPORT BEACH	 	 	 	 
	 	 	 	 	 
	November 6, 2006
	 	 	 	OUR FILE NUMBER
045, 231-0183






TO EACH OF THE

LENDERS LISTED ON

SCHEDULE A HERETO





	 	Re:	 	Chicago Bridge & Iron 
Company N.V.; Chicago Bridge &
Iron Company (Delaware); CBI Services, Inc.; CB&I Constructors, Inc.;

and CB&I Tyler Company

$100.000.000 Letter of Credit and Term Loan Agreement






Ladies and Gentlemen:




We have acted as your special counsel in connection with the $100,000,000 Letter of Credit
and Term Loan Agreement dated as of November 6, 2006 by and among Chicago Bridge & Iron Company
N.V., a corporation organized under the laws of The Kingdom of the Netherlands (the “Company”),
Chicago Bridge & Iron Company (Delaware), a Delaware corporation, CBI Services, Inc., a Delaware
corporation, CB&I Constructors, Inc., a Texas corporation, and CB&I Tyler Company, a Delaware
corporation (hereinafter referred to individually as a “Co-Obligor” and collectively the
“Co-Obligors”), Bank of America, N.A. and JPMorgan Chase Bank, N.A., as L/C Issuers, Bank of
America, N.A., as Administrative Agent, and each of you, respectively (the “Letter of Credit
Agreement”). We are providing this opinion to you pursuant to Section 4.01(a)(vii) of the Letter
of Credit Agreement. Except as otherwise indicated, capitalized terms used in this opinion and
defined in the Letter of Credit Agreement will have the meanings given in the Letter of Credit
Agreement. The Company, the Co-Obligors and Chicago Bridge & Iron Company B.V. are collectively
referred to herein as the “Opinion Parties” and individually as an “Opinion Party.”



In our capacity as special counsel, we have participated in the preparation and negotiation
of the Letter of Credit Agreement, the Credit-Linked Notes, the Parent Guaranty and the Subsidiary
Guaranty (together, the “Closing Date Credit Documents”) and the form of the Term Note (together
with the Closing Date Credit Documents, the “Credit Documents”) and have examined, among other
things, originals or copies thereof, as well as the legal opinion of Thelen Reid & Priest LLP,
counsel to the Credit Parties, the legal opinion of Robert H. Wolfe, internal counsel to the
Credit Parties, the legal opinion of Baker & McKenzie Amsterdam N.V., Netherlands counsel to the
Credit Parties, the legal opinion of John S. Barry, Assistant General


 


 









 





O’MELVENY & MYERS LLP

Lenders listed on Schedule A hereto

November 6, 2006 — Page 2




Counsel of Bank of America, N.A., as Administrative Agent, the legal opinion of Morrison &
Foerster LLP, counsel to Bank of America, N.A., as Administrative Agent, and the legal opinion of
Loyens & Loeff, your Netherlands counsel, each dated the date hereof (collectively, the “Other
Counsel Opinions”). We have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity with originals of all documents
submitted to us as copies. As to relevant factual matters, we have obtained and relied upon those
certificates of officers of the Opinion Parties and certificates of public officials that we
considered appropriate. To the extent the Opinion Parties’ obligations depend on the
enforceability of the Credit Documents against the other parties to the Credit Documents, we have
assumed that the Credit Documents are enforceable against such other parties.



In rendering the opinions set forth herein, we have assumed that (i) each Opinion Party has
been duly formed, and is validly existing in good standing under the laws of its respective
jurisdiction of formation or organization, with power to enter into the Credit Documents to which
it is party and to perform its obligations thereunder, (ii) the execution, delivery and
performance of such Credit Documents have been duly authorized by all necessary action on the
part of each Opinion Party party thereto, and (iii) such Credit Documents have been duly executed
and delivered by each Opinion Party party thereto.



On the basis of such examination, our reliance upon the assumptions in this opinion and our
consideration of those questions of law we considered relevant, and subject to the limitations
and qualifications in this opinion, we are of the opinion that:



1. Each of the Closing Date Credit Documents constitutes the legally valid and binding
obligation of each Opinion Party party thereto, enforceable against such Opinion Party in
accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or affecting creditors’ rights generally (including, without
limitation, fraudulent conveyance laws) and by general principles of equity, including, without
limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible
unavailability of specific performance or injunctive relief, regardless of whether considered in a
proceeding in equity or at law, and possible judicial action giving effect to governmental actions
or foreign laws affecting creditors’ rights. Each of the Term Notes, when duly executed and
delivered by each Co-Obligor, will constitute the legally valid and binding obligation of each
Co-Obligor, enforceable against each Co-Obligor in accordance with its terms, except as may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or
affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws)
and by general principles of equity, including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing and the possible unavailability of specific performance
or injunctive relief, regardless of whether considered in a proceeding in equity or at law.


 


 









 





O’MELVENY & MYERS LLP

Lenders listed on Schedule A hereto

November 6, 2006 — Page 3




2. Assuming the accuracy of (i) the Company’s and the Co-Obligors’ representations in the
first sentence of Section 5.13 of the Letter of Credit Agreement, (ii) your representations in
Section 10.09(a) of the Letter of Credit Agreement, (iii) the representations
and warranties of Banc of America Securities LLC (“BAS”) in that certain offeree letter, dated as
of November 6, 2006, from BAS to the Company, O’Melveny & Myers LLP and Thelen Reid & Priest LLP,
and (iv) the representations and warranties of JPMorgan Securities Inc. in that certain offeree
letter, dated as of November 6, 2006, from JPMorgan Securities Inc. to the Company, O’Melveny &
Myers LLP and Thelen Reid & Priest LLP, it is not necessary in connection with the execution and
delivery of the Credit-Linked Notes and the Term Notes (together, the “Notes”) under the
circumstances contemplated by the Letter of Credit Agreement to register the Notes under the
Securities Act of 1933, as amended, or to qualify an indenture in respect thereof under the Trust
Indenture Act of 1939, as amended. We express no opinion as to the securities laws of any other
jurisdiction.



3. Assuming the accuracy of the Co-Obligors’ representations in Section 5.14 of the Letter of
Credit Agreement, neither the extension of credit nor the use of proceeds provided in the Letter
of Credit Agreement will violate Regulation T, U or X of the Board of Governors of the Federal
Reserve System. For purposes of this opinion, we have assumed that none of the Lenders is a
“creditor” as defined in Regulation T.



The Other Counsel Opinions are satisfactory in form to us and cover the matters required by
the Letter of Credit Agreement, and we believe you are justified in relying on such opinions.
However, we bring to your attention that the Other Counsel Opinions do not cover any Credit
Parties other than the Opinion Parties nor have we been provided with any evidence that such
Credit Parties have been duly formed or are validly existing in good standing under the laws of
their respective jurisdiction of formation or organization, that the execution, delivery and
performance of the Credit Documents to which such Credit Parties are a party have been duly
authorized on the part of such Credit Parties or that such Credit Documents have been duly
executed and delivered by such Credit Parties.




(a) Our opinions in paragraph 1 above as to the enforceability of the Credit
Documents are subject to:



(i) public policy considerations, statutes or court decisions that may limit the rights of a
party to obtain indemnification against its own negligence, willful misconduct or unlawful
conduct;



(ii) the unenforceability under certain circumstances of broadly or vaguely stated waivers or
waivers of rights granted by law where the waivers are against public policy or prohibited by law;



(iii) the unenforceability under certain circumstances of provisions imposing penalties,
liquidated damages or other economic remedies;



(iv) the unenforceability under certain circumstances of provisions appointing one party as
trustee for an adverse party or provisions for the appointment of a receiver;


 


 









 





O’MELVENY & MYERS LLP

Lenders listed on Schedule A hereto

November 6, 2006 — Page 4





(v) the unenforceability under certain circumstances of choice of law provisions; and




(vi) the unenforceability of confession of judgment provisions.



(b) We express no opinion as to the effect of non-compliance by you with any state or federal
laws or regulations applicable to the transactions contemplated by the Credit Documents because of
the nature of your business.



(c) We express no opinion as to any provision of any Credit Document insofar as it purports to
grant a right of setoff in respect of any Opinion Party’s assets to any person other than a
creditor of such Opinion Party.



(d) We advise you that Section 10.14 of the Letter of Credit Agreement and any similar
provision in any of the other Credit Documents, which provides for non-exclusive jurisdiction
of the courts of the State of New York and federal courts sitting in that State, may not be
binding on the courts in the forum(s) selected or excluded.



(e) We advise you that if an action based on any of the Credit Documents were commenced in a
federal or state court in New York, a judgment for money relating to such Credit Document
ordinarily would be enforced only in United States dollars. The method used by a court to
determine the rate of conversion of foreign currency into United States dollars may not be the
same as provided in the Letter of Credit Agreement.



Our opinions in paragraph 1 are subject to the qualification that certain rights, remedies,
waivers and other provisions of any of the Credit Documents may not be enforceable, but such
unenforceability will not, subject to the other exceptions, qualifications and limitations set
forth herein, render such Credit Document invalid as a whole or substantially interfere with the
substantial realization of the principal benefits that such Credit Document purports to provide
(except for the economic consequences of procedural or other delay).



We express no opinion concerning (i) federal or state securities laws or regulations (except
for the opinion in paragraph 2), (ii) federal or state antitrust, unfair competition or trade
practice laws or regulations, (iii) pension and employee benefit laws and regulations, (iv)
compliance with fiduciary requirements, or (v) the Trading with the Enemy Act, as amended, the
foreign assets control regulations of the United States Treasury Department, the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
(USA PATRIOT Act) Act of 2001, as amended, Executive Order No. 13,224 of September 24, 2001,
Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or
Support Terrorism, as amended, and any enabling legislation, rules, regulations or executive orders
relating thereto.



We express no opinion concerning any Credit Party other than the Opinion Parties or
enforceability of the Subsidiary Guaranty against any such Credit Party.


 


 









 





The law covered by this opinion is limited to the present federal law of the United States and the
present law of the State of New York. We express no opinion as to the laws of any other
jurisdiction and no opinion regarding the statutes, administrative decisions, rules, regulations or
requirements of any county, municipality, subdivision or local authority of any jurisdiction.



This opinion is furnished by us as your special counsel and may be relied upon by you only in
connection with the issuance of the Notes by the Co-Obligors to you. It may not be used or relied
upon by you for any other purpose or by any other person, nor may copies be delivered to any other
person, without in each instance our prior written consent. You may, however deliver a copy of this
opinion to your accountants, attorneys, and other professional advisors, to governmental regulatory
agencies having jurisdiction over you (including, without limitation, the National Association of
Insurance Commissioners), to permitted assignees of the Notes in connection with such assignment
and to participants in connection with their purchase of a participation interest in the Notes. At
your request, we hereby consent to reliance on this opinion by such assignees (but not such
participants) to the same extent as the addressees hereof as if this opinion were addressed and had
been delivered to them on the date of this opinion, on the condition and understanding that (i) we
assume no responsibility or obligation to consider the applicability or correctness of this opinion
to any person other than its addressee(s) and (ii) any such reliance by a future assignee and by
the Administrative Agent on behalf of such future assignee must be actual and reasonable under the
circumstances existing at the time of assignment. This opinion is expressly limited to the matters
set forth above, and we render no opinion, whether by implication or otherwise, as to any other
matters. This letter speaks only as of the date hereof and we assume no obligation to update or
supplement this opinion to reflect any facts or circumstances that arise after the date of this
opinion and come to our attention, or any future changes in laws.



	 	 	 	 	 
	 	Respectfully submitted,

 	 
	 	 	 
	 	 	 
	 	 	 



 


 









 





	 	 	 	 	 



O’MELVENY & MYERS LLP

Lenders listed on Schedule A hereto November 6, 2006 — Page 6




SCHEDULE A




Metropolitan Life Insurance Company

P.O. Box 1902

10 Park Avenue

Morristown, New Jersey 07962-1902

Attention: Director, Investments, Private Placements, and Chief Counsel-Securities Investments

(PRIV)




Allstate Life Insurance Company c/o Allstate Investments LLC

Private Placements Department 3075 Sanders Road, STE G3A

Northbrook, Illinois 60062-7127




Phoenix Life Insurance Company c/o Phoenix Investment Partners

Attention: Private Placement Department 56 Prospect Street

Hartford, Connecticut 06115




LA1:1121905




Exhibits to

Letter of Credit and Term Loan Agreement

(Five Year Series B)




 


 









 







EXHIBIT D




FORM OF

CREDIT-LINKED NOTE




CHICAGO BRIDGE & IRON COMPANY (DELAWARE)

CBI SERVICES, INC.

CB&I CONSTRUCTORS, INC.

CB&I TYLER COMPANY





THIS NOTE IS NOT A SECURITY (AS SUCH TERM IS DEFINED IN THE SECURITIES ACT) OF BANK OF AMERICA,
N.A. OR THE ADMINISTRATIVE AGENT, AND NO SECURITY (AS SUCH TERM IS DEFINED IN THE SECURITIES ACT)
OF BANK OF AMERICA, N.A. OR THE ADMINISTRATIVE AGENT IS, OR WILL BE, ISSUED IN CONNECTION WITH THIS
NOTE OR THE TRANSACTIONS CONTEMPLATED HEREWITH.



			
	 
	No. [______]
	 	[Date]
	$[_______________]
	 	PPN 16725# AE 6






1. This Note evidences the payment by
[____________________] (including its registered assigns,
the “Lender”) of $[_______________]
to Bank of America, N.A., a national banking association,
as Administrative Agent (as defined below), for deposit by the Administrative Agent in the
Credit-Linked Deposit Account as a Credit-Linked Deposit pursuant to the Letter of Credit and Term
Loan Agreement dated as of November 6, 2006 (as from time to time amended, the “Letter of
Credit Agreement”) among Chicago Bridge & Iron Company N.V., a corporation organized under the
laws of The Kingdom of the Netherlands (the “Company”), on behalf of itself and as
Co-Obligors’ Agent, Chicago Bridge & Iron Company (Delaware), a Delaware corporation, CBI
Services, Inc., a Delaware corporation, CB&I Constructors, Inc., a Texas corporation, and CB&I
Tyler Company, a Delaware corporation (each a “Co-Obligor” and collectively the
“Co-Obligors”), Bank of America, N.A. and JPMorgan Chase Bank, N.A., as issuers of letters
of credit, the financial institutions from time to time party thereto as Lenders and Bank of
America, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms
used herein without definitions shall have the meanings given to them in the Letter of Credit
Agreement. This Note may be executed in any number of counterparts and by the different parties
hereto in separate counterparts, each of which when so executed and delivered shall be deemed to
be an original for all purposes; but all such counterparts together shall constitute but one and
the same instrument.



Exhibits to

Letter of Credit and Term Loan Agreement

(Five Year Series B)




 


 









 







2. This Note evidences the agreement of the Administrative Agent to distribute to the Lender
(i) interest on the Credit-Linked Deposit of the Lender in accordance with Section
2.01(m)(i) of the Letter of Credit Agreement, (ii) the unused amount of the Credit-Linked
Deposit of the Lender in accordance with Section 2.01(m)(ii) of the Letter of Credit
Agreement solely from monies received by the Administrative Agent from the Credit-Linked Deposit
Account, (iii) the amount of the reduction of the Credit-Linked Deposit of the Lender in
accordance with Section 2.03(a) of the Letter of Credit Agreement solely from monies
received by the Administrative Agent from the Credit-Linked Deposit Account, and (iv) in
accordance with Section 2.08(a) of the Letter of Credit Agreement the Lender’s Pro Rata
Share of the Facility Fee solely from monies received from the Co-Obligors pursuant to Section
2.05(a) of the Letter of Credit Agreement.



3. This Note also evidences the joint and several obligations of the Co-Obligors to pay to
the Lender all Advances made by the Lender pursuant to the Letter of Credit Agreement, and to pay
interest on the outstanding principal amount of such Advances at the interest rates set forth in
the Letter of Credit Agreement, in each case at the times and in the manner set forth in the
Letter of Credit Agreement.



4. This Note is one of a series of Credit-Linked Notes (herein called the “Notes”)
issued pursuant to the Letter of Credit Agreement and is entitled to the benefits and subject to
the provisions thereof. This Note is a registered note pursuant to Section 10.06(c) of
the Letter of Credit Agreement, and, as provided in the Letter of Credit Agreement, upon surrender
of this Note for registration of transfer together with a duly executed Assignment and Assumption,
a new Note for like principal amount will be issued to and registered in the name of the
transferee, and, in the case of partial transfer, new Notes will be issued to and registered in
the names of the transferor and transferee. Prior to due presentment for registration of
transfer, the Administrative Agent, the Co-Obligors and the Co-Obligors’ Agent may treat the
person in whose name this Note is registered as the owner hereof for the purpose of receiving
payment and for all other purposes, and neither the Administrative Agent nor any of the
Co-Obligors or the Co-Obligors’ Agent will be affected by any notice to the contrary.



5. If an Event of Default, as defined in the Letter of Credit Agreement, occurs and is
continuing, the Lender shall have all rights and remedies with respect to this Note as set forth
in the Letter of Credit Agreement.



6. This Note shall be construed and enforced in accordance with, and the rights of the
parties shall be governed by, the law of the State of New York, excluding choice of law principles
of the law of such State that would require the application of the laws of a jurisdiction other
than such State.



	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,
as Administrative Agent, as to the provisions of Sections 1, 2, 4 and 6 only

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibits to

Letter of Credit and Term Loan Agreement

(Five Year Series B)




 


 









 







	 	 	 	 	 
	 	CHICAGO BRIDGE & IRON COMPANY (DELAWARE), as to the provisions of Sections 1, 3, 4, 5 and 6 only

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CBI SERVICES, INC., as to the provisions of Sections 1, 3, 4, 5 and 6 only

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CB&I CONSTRUCTORS, INC., as to the provisions of Sections 1, 3, 4, 5 and 6 only

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CB&I TYLER COMPANY, as to the provisions of Sections 1, 3, 4, 5 and 6 only

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibits to

Letter of Credit and Term Loan Agreement

(Five Year Series B)





 


 











 




EXHIBIT E




FORM OF

REQUEST FOR TERM LOANS




Date:                     ,      




Reference is made to that certain Letter of Credit and Term Loan Agreement dated as of
November 6, 2006 (said Letter of Credit and Term Loan Agreement, as amended, supplemented or
otherwise modified to the date hereof, being the “Letter of Credit Agreement”, the terms
defined therein and not otherwise defined herein being used herein as therein defined), by and
among Chicago Bridge & Iron Company N.V., a corporation organized under the laws of The Kingdom of
the Netherlands (the “Company”), on behalf of itself and as Co-Obligors’ Agent, Chicago
Bridge & Iron Company (Delaware), a Delaware corporation, CBI Services, Inc., a Delaware
corporation, CB&I Constructors, Inc., a Texas corporation, and CB&I Tyler Company, a Delaware
corporation (each a “Co-Obligor” and collectively the “Co-Obligors”), the L/C
Issuers, the financial institutions from time to time party thereto as Lenders, and Bank of
America, N.A., as Administrative Agent (“Administrative Agent”).



The undersigned hereby requests the Lenders (in accordance with their applicable Pro Rata
Shares) (select one):



o to convert $                      into a Term Loan, which amount does not exceed the Unused Amount (as
defined in Section 2.03(b)(i) of the Letter of Credit Agreement) as of the date hereof.



o to convert $                      into a Term Loan, which amount represents
$                      of a forthcoming drawing under a Credit.



o to convert $                      into a Term Loan, which amount represents
$                      of the outstanding Advances.



The proposed issuance date of the requested Term Loan is                     ,
 _____ 
(which is a
Business Day and, in the case of a conversion not in excess of the Unused Amount, the last day of
an Interest Period with respect to the Credit-Linked Deposits).



The proceeds of such Term Loan are to be made available to                                                         
     (which is
a Co-Obligor) in accordance with Section 2.03(b)(iii) of the Letter of Credit Agreement.



The Company hereby certifies that the following statements are and will be true and correct on
the date of the issuance of the Term Loan requested above, both before and after giving effect to
the Term Loan requested above:



(a) the representations and warranties of the Company and each other Credit Party contained in
Article V of the Letter of Credit Agreement, or any other Credit Document, or which are
contained in any document furnished at any time under or in connection therewith, are and shall be
true and correct on and as of the date of such Term Loan, except to the extent that
such representations and warranties specifically refer to an earlier date, in which case they
were true and correct as of such earlier date;



Exhibits to

Letter of Credit and Term Loan Agreement

(Five Year Series B)




 


 









 







(b) no Default or Event of Default exists, or would result from the Term Loan requested
hereby;



(c) there has occurred since the date of December 31, 2005, no event or circumstance that
either individually or in the aggregate has resulted in or would reasonably be expected to result
in a Material Adverse Effect;



(d) there are no outstanding Unreimbursed Amounts in respect of any Credits (other than Term
Loans made in accordance with Section 2.03(b)(i)(C) of the Letter of Credit Agreement); and



(e) the amount of Term Loan requested hereby, when added to the applicable Outstanding Amount
of all (x) Credits and (y) the sum of the Unreimbursed Amounts for which Advances have not been
made plus the Alternative Currency Reserve, if any, does not exceed the Total Credit-Linked
Deposit.



	 	 	 	 	 
	DATED:                                                 	CHICAGO BRIDGE & IRON COMPANY N.V.,

as the Co-Obligors’ Agent and the Company

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Exhibits to

Letter of Credit and Term Loan Agreement

(Five Year Series B)




 


 









 





	 	 	 	 	 



EXHIBIT F




FORM OF

TERM NOTE




CHICAGO BRIDGE & IRON COMPANY (DELAWARE)

CBI SERVICES, INC.

CB&I CONSTRUCTORS, INC.

CB&I TYLER COMPANY




			
	 	 	 
	No.                                         
	 	[Issuance date]
	$                                        
	 	PPN 16725# AD 8






FOR VALUE RECEIVED, CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation, CBI
SERVICES, INC., a Delaware corporation, CB&I CONSTRUCTORS, INC., a Texas corporation, and CB&I
TYLER COMPANY, a Delaware corporation (each a “Co-Obligor” and collectively the
“Co-Obligors”), jointly and severally promise to pay to                                         
(“Payee”) or its registered assigns the principal amount of                                         
($[                                                            ]). The principal amount of this Note shall be payable on the dates
and in the amounts specified in the Letter of Credit Agreement; provided that the last such
installment shall be in an amount sufficient to repay the entire unpaid principal balance of this
Note, together with all accrued and unpaid interest thereon.



The Co-Obligors also jointly and severally promise to pay interest on the unpaid principal
amount hereof, from the date hereof until paid in full on the Maturity Date, at the rates and at
the times which shall be determined in accordance with the provisions of that certain Letter of
Credit and Term Loan Agreement dated as of November 6, 2006 by and among Chicago Bridge & Iron
Company N.V., a corporation organized under the laws of The Kingdom of the Netherlands (the
“Company”), on behalf of itself and as Co-Obligors’ Agent, the Co-Obligors, the L/C
Issuers, the financial institutions from time to time party thereto as Lenders, and Bank of
America, N.A., as Administrative Agent (said Letter of Credit and Term Loan Agreement, as it may be
amended, supplemented or otherwise modified from time to time, being the “Letter of Credit
Agreement”, the terms defined therein and not otherwise defined herein being used herein as
therein defined).



This Note is one of the Co-Obligors’ “Term Notes” and is issued pursuant to and entitled to
the benefits of the Letter of Credit Agreement, to which reference is hereby made for a more
complete statement of the terms and conditions under which the Term Loan evidenced hereby was made
and is to be repaid.



All payments of principal and interest in respect of this Note shall be made in Dollars in
Same Day Funds at the Administrative Agent’s office in accordance with the terms of the Letter of
Credit Agreement. Unless and until an Assignment and Assumption effecting the assignment or
transfer of this Note shall have been accepted by the Administrative Agent and recorded in the
Register as provided in the Letter of Credit Agreement, the Co-Obligors, the Co-Obligors’ Agent and
the Administrative Agent shall be entitled to deem and treat the Payee as the owner and holder of
this Note and the Term Loan evidenced hereby. The Payee hereby agrees, by its acceptance hereof,
that before disposing of this Note or any part hereof it will make a notation



Exhibits to

Letter of Credit and Term Loan Agreement

(Five Year Series B)




 


 









 






hereon of all principal payments previously made hereunder and of the date to which interest
hereon has been paid; provided, however, that the failure to make a notation of any
payment made on this Note shall not limit or otherwise affect the obligations of any Co-Obligor
hereunder with respect to payments of principal of or interest on this Note.



Whenever any payment on this Note shall be stated to be due on a day which is not a Business
Day, such payment shall be made on the next succeeding Business Day and such extension of time
shall be included in the computation of the payment of interest on this Note.



This Note is subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Letter of Credit Agreement, but not otherwise.



THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE CO-OBLIGORS AND THE PAYEE HEREUNDER SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE
OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK),
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.



Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this
Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be,
due and payable in the manner, upon the conditions and with the effect provided in the Letter of
Credit Agreement.



The terms of this Note are subject to amendment only in the manner provided in the Letter of
Credit Agreement.



This Note is subject to restrictions on transfer or assignment as provided in the Letter of
Credit Agreement.



No reference herein to the Letter of Credit Agreement and no provision of this Note or the
Letter of Credit Agreement shall alter or impair the obligations of the Co-Obligors, which are
absolute and unconditional, to pay the principal of and interest on this Note at the place, at the
respective times, and in the currency herein prescribed.



The Co-Obligors jointly and severally promise to pay all costs and expenses, including
reasonable attorneys’ fees, all as provided in the Letter of Credit Agreement, incurred in the
collection and enforcement of this Note. Each Co-Obligor and any endorsers of this Note hereby
consent to renewals and extensions of time at or after the maturity hereof, without notice, and
hereby waive diligence, presentment, protest, demand and notice of every kind and, to the full
extent permitted by law, the right to plead any statute of limitations as a defense to any demand
hereunder.



Exhibits to

Letter of Credit and Term Loan Agreement

(Five Year Series B)




 


 









 





IN WITNESS WHEREOF, each Co-Obligor has caused this Note to be duly executed and delivered by
its officer thereunto duly authorized as of the date and at the place first written above.



	 	 	 	 	 
	 	CHICAGO BRIDGE & IRON COMPANY (DELAWARE)

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CBI SERVICES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CB&I CONSTRUCTORS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CB&I TYLER COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Exhibits to

Letter of Credit and Term Loan Agreement

(Five Year Series B)




 


 









 





	 	 	 	 	 



EXHIBIT G




FORM OF

SUBSIDIARY GUARANTY




[See attachment hereto]




Exhibits to

Letter of Credit and Term Loan Agreement

(Five Year Series B)




 


 









 





SUBSIDIARY GUARANTY





This SUBSIDIARY GUARANTY is entered into as of November 6, 2006 by the undersigned (each a
“Guarantor”, and together with any future Subsidiaries executing this Guaranty, being collectively
referred to herein as the “Guarantors”) in favor of and for the benefit of BANK OF AMERICA, N.A.,
as agent for and representative of (in such capacity herein called “Guarantied Party”) the
financial institutions (“Lenders”) party to the Credit Agreement referred to below, and in favor of
and for the benefit of the other Beneficiaries (as hereinafter defined).



RECITALS




A. Chicago Bridge & Iron Company, N.V., a corporation organized under the laws of The Kingdom
of the Netherlands (“Company”), and Chicago Bridge & Iron Company (Delaware), a Delaware
corporation, CBI Services, Inc., a Delaware corporation, CB&I Constructors, Inc., a Texas
corporation, and CB&I Tyler Company, a Delaware corporation (each of the foregoing being a
wholly-owned Subsidiary of the Company and hereinafter referred to individually as a “Co-Obligor”
and collectively the “Co-Obligors”), Bank of America, N.A., and JPMorgan Chase Bank, N.A., as
issuers of letters of credit (each an “L/C Issuer” and collectively, the “L/C Issuers”), the
Lenders, and Guarantied Party, as Administrative Agent for Lenders are party to that certain Letter
of Credit and Term Loan Agreement dated as of November 6, 2006 (said Credit Agreement, as it may
hereafter be amended, supplemented or otherwise modified from time to time, being the “Credit
Agreement”; capitalized terms defined therein and not otherwise defined herein being used herein as
therein defined).



B. Guarantied Party, L/C Issuers and Lenders are sometimes referred to herein as
“Beneficiaries”.



C. A portion of the proceeds of the Credits, Advances or Term Loans may be advanced to other
Guarantors that are Subsidiaries of Co-Obligors, and thus the Guarantied Obligations (as
hereinafter defined) will inure to the benefit of Guarantors (which benefits are hereby
acknowledged).



D. It is a condition precedent to the funding of Credit-Linked Deposits and the making of the
initial Credit Extensions under the Credit Agreement that the Obligations of Co-Obligors (as
hereinafter defined) be guarantied by Guarantors.




E. Guarantors are willing irrevocably and unconditionally to guaranty such Obligations.



NOW, THEREFORE, based upon the foregoing and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and in order to induce Lenders, L/C
Issuers and Guarantied Party to enter into the Credit Agreement, to fund Credit-Linked Deposits and
to make Credits, Advances, Term Loans and other extensions of credit thereunder, Guarantors hereby
agree as follows:



1. Guaranty. Guarantors jointly and severally irrevocably and unconditionally guaranty, as
primary obligors and not merely as sureties, the due and punctual payment in full of all Guarantied
Obligations (as hereinafter defined) when the same shall become due (after giving effect to any
applicable grace periods), whether at stated maturity, by



Subsidiary Guaranty to the 5 Year Series B

Letter of Credit and Term Loan Agreement





 


 









 







acceleration, demand or otherwise (including amounts that would become due but for the
operation of the automatic stay under Section 362(a) of Title 11 of the United States Code entitled
“Bankruptcy”, as now and hereafter in effect, or any successor statute). The term “Guarantied
Obligations” is used herein in its most comprehensive sense and includes any and all Obligations of
the Co-Obligors, now or hereafter made, incurred or created, whether absolute or contingent,
liquidated or unliquidated, and however arising under or in connection with the Credit Agreement,
this Guaranty and the other Credit Documents, including those arising under successive borrowing
transactions under the Credit Agreement which shall either continue the Obligations of the
Co-Obligors or from time to time renew them after they have been satisfied. “Obligations” means
all obligations of every nature of the Co-Obligors from time to time owed to Administrative Agent,
L/C Issuers, Lenders or any of them under the Credit Documents, whether for principal, interest,
reimbursement of amounts drawn under Credits, fees, expenses, indemnification or otherwise. The
Guarantied Party may require that any payments due under this Guaranty shall be made in the United
States.



Each Guarantor acknowledges that a portion of Advances or Term Loans may be advanced to it,
that Credits may be issued for the benefit of its business and that the Guarantied Obligations will
inure to its benefit.



Any interest on any portion of the Guarantied Obligations that accrues after the commencement
of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership,
reorganization, liquidation or arrangement of the Co-Obligors (or, if interest on any portion of
the Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of
said proceeding, such interest as would have accrued on such portion of the Guarantied Obligations
if said proceeding had not been commenced) shall be included in the Guarantied Obligations because
it is the intention of each Guarantor and Guarantied Party that the Guarantied Obligations should
be determined without regard to any rule of law or order that may relieve the Co-Obligors of any
portion of such Guarantied Obligations.



In the event that all or any portion of the Guarantied Obligations is paid by the Co-Obligors,
the obligations of each Guarantor hereunder shall continue and remain in full force and effect or
be reinstated, as the case may be, in the event that all or any part of such payment(s) is
rescinded or recovered directly or indirectly from Guarantied Party or any other Beneficiary as a
preference, fraudulent transfer or otherwise, and any such payments that are so rescinded or
recovered shall constitute Guarantied Obligations.



Subject to the other provisions of this Section 1, upon the failure of the Co-Obligors to pay
any of the Guarantied Obligations when and as the same shall become due (and after expiration of
any applicable grace period), each Guarantor will upon demand pay, or cause to be paid, in cash, to
Guarantied Party for the ratable benefit of Beneficiaries, an amount equal to the aggregate of the
unpaid Guarantied Obligations. Nothing in this Guaranty shall or is intended to permit a demand
hereunder prior to the date on which payment is due under the Credit Agreement and all applicable
grace and cure periods have expired.



(b) Anything contained in this Guaranty to the contrary notwithstanding, the obligations of
each Guarantor under this Guaranty and the other Credit Documents shall be limited to a maximum
aggregate amount equal to the largest amount that would not render its obligations hereunder
subject to avoidance as a fraudulent transfer or conveyance under Section



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548 of Title 11 of the United States Code or any applicable provisions of comparable state law
(collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other
liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent
Transfer Laws (specifically excluding, however, any liabilities of such Guarantor (x) in respect of
intercompany indebtedness to the Co-Obligors or other affiliates of Company or the Co-Obligors to
the extent that such indebtedness would be discharged in an amount equal to the amount paid by such
Guarantor hereunder and (y) under any guaranty of subordinated indebtedness which guaranty contains
a limitation as to maximum amount similar to that set forth in this Section 1(b), pursuant to which
the liability of such Guarantor hereunder is included in the liabilities taken into account in
determining such maximum amount) and after giving effect as assets to the value (as determined
under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation,
reimbursement, indemnification or contribution of such Guarantor pursuant to applicable law or
pursuant to the terms of any agreement.



(c) The obligations of any Guarantor incorporated under the laws of The Netherlands under or
pursuant to this Guaranty shall exclude and shall not be or be construed as any guarantee,
indemnity or security, to the extent that this would be deemed ultra vires within the meaning of
Section 2:7 of the Netherlands Civil Code.



(d) Each Guarantor under this Guaranty, and each guarantor under other guaranties, if any,
relating to the Credit Agreement (the “Related Guaranties”) that contain a contribution provision
similar to that set forth in this Section 1(d), together desire to allocate among themselves
(collectively, the “Contributing Guarantors”), in a fair and equitable manner, their obligations
arising under this Guaranty and the Related Guaranties. Accordingly, in the event any payment or
distribution is made on any date by a Guarantor under this Guaranty or a guarantor under a Related
Guaranty, each such Guarantor or such other guarantor shall be entitled to a contribution from each
of the other Contributing Guarantors in the maximum amount permitted by law so as to maximize the
aggregate amount of the Guarantied Obligations paid to Beneficiaries.



2. Guaranty Absolute; Continuing Guaranty. The obligations of each Guarantor hereunder are
irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance
which constitutes a legal or equitable discharge of a guarantor or surety other than payment in
full of the Guarantied Obligations. In furtherance of the foregoing and without limiting the
generality thereof, each Guarantor agrees that: (a) this Guaranty is a guaranty of payment when
due and not of collectibility; (b) Guarantied Party may enforce this Guaranty upon the occurrence
and during the continuance of an Event of Default under the Credit Agreement notwithstanding the
existence of any dispute between the Co-Obligors and any Beneficiary with respect to the existence
of such event; (c) the obligations of each Guarantor hereunder are independent of the obligations
of the Co-Obligors under the Credit Documents and the obligations of any other guarantor of
obligations of the Co-Obligors and a separate action or actions may be brought and prosecuted
against each Guarantor whether or not any action is brought against the Co-Obligors or any of such
other guarantors and whether or not any Co-Obligor is joined in any such action or actions; and (d)
a payment of a portion, but not all, of the Guarantied Obligations by one or more Guarantors shall
in no way limit, affect, modify or abridge the liability of such or any other Guarantor for any
portion of the Guarantied Obligations that has not been paid. This Guaranty is a continuing
guaranty and shall be binding upon each Guarantor and its successors and assigns, and each
Guarantor irrevocably waives any right to revoke this Guaranty as to future transactions giving
rise to any Guarantied Obligations.



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3. Actions by Beneficiaries. Any Beneficiary may from time to time, without notice or demand
and without affecting the validity or enforceability of this Guaranty or giving rise to any
limitation, impairment or discharge of any Guarantor’s liability hereunder, (a) renew, extend,
accelerate or otherwise change the time, place, manner or terms of payment of the Guarantied
Obligations, (b) settle, compromise, release or discharge, or accept or refuse any offer of
performance with respect to, or substitutions for, the Guarantied Obligations or any agreement
relating thereto and/or subordinate the payment of the same to the payment of any other
obligations, (c) request and accept other guaranties of the Guarantied Obligations and take and
hold security for the payment of this Guaranty or the Guarantied Obligations, (d) release,
exchange, compromise, subordinate or modify, with or without consideration, any security for
payment of the Guarantied Obligations, any other guaranties of the Guarantied Obligations, or any
other obligation of any Person with respect to the Guarantied Obligations, (e) enforce and apply
any security now or hereafter held by or for the benefit of any Beneficiary in respect of this
Guaranty or the Guarantied Obligations and direct the order or manner of sale thereof, or exercise
any other right or remedy that Guarantied Party or the other Beneficiaries, or any of them, may
have against any such security, as Guarantied Party in its discretion may determine consistent with
the Credit Agreement, and any applicable security agreement, including foreclosure on any such
security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any
such sale is commercially reasonable, and (f) exercise any other rights available to Guarantied
Party or the other Beneficiaries, or any of them, under the Credit Documents.



4. No Discharge. This Guaranty and the obligations of Guarantors hereunder shall be valid and
enforceable and shall not be subject to any limitation, impairment or discharge for any reason
(other than payment in full of the Guarantied Obligations), including without limitation the
occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge
of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the
stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or
enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied
Obligations or any agreement relating thereto, or with respect to any other guaranty of or security
for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to
departure from, any of the terms or provisions of the Credit Agreement, any of the other Credit
Documents or any agreement or instrument executed pursuant thereto, or of any other guaranty or
security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating
thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the
application of payments received from any source to the payment of indebtedness other than the
Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them,
might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any
failure to perfect or continue perfection of a security interest in any collateral which secures
any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which any Co-Obligor
may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations,
including but not limited to failure of consideration, breach of warranty, payment, statute of
frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing
or omission, or delay to do any other act or thing, which may or might in any manner or to any
extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.



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5. Waivers. Each Guarantor waives, for the benefit of Beneficiaries: (a) any right to
require Guarantied Party or the other Beneficiaries, as a condition of payment or
performance by such Guarantor, to (i) proceed against any or all Co-Obligors, any other
guarantor of the Guarantied Obligations or any other Person, (ii) proceed against or exhaust any
security held from any Co-Obligor, any other guarantor of the Guarantied Obligations or any other
Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the
books of any Beneficiary in favor of any Co-Obligor or any other Person, or (iv) pursue any other
remedy in the power of any Beneficiary; (b) any defense arising by reason of the incapacity, lack
of authority or any disability or other defense of any Co-Obligor including, without limitation,
any defense based on or arising out of the lack of validity or the unenforceability of the
Guarantied Obligations or any agreement or instrument relating thereto or by reason of the
cessation of the liability of any Co-Obligor from any cause other than payment in full of the
Guarantied Obligations; (c) any defense based upon any statute or rule of law which provides that
the obligation of a surety must be neither larger in amount nor in other respects more burdensome
than that of the principal; (d) any defense based upon Guarantied Party’s or any other
Beneficiary’s errors or omissions in the administration of the Guarantied Obligations, except
behavior that amounts to bad faith (nothing in this clause (d) shall or is intended to obligate any
Guarantor to indemnify Guarantied Party or any other Beneficiary for matters excluded from the
indemnification obligations of Co-Obligors under the Credit Documents by reason of Guarantied
Party’s or such other Beneficiary’s gross negligence or willful misconduct); (e) (i) any principles
or provisions of law, statutory or otherwise, that are or might be in conflict with the terms of
this Guaranty and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii)
the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the
enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv)
promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure
any Lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of
protest, notices of dishonor and notices of any action or inaction, including acceptance of this
Guaranty, notices of default under the Credit Agreement, or any agreement or instrument related
thereto, notices of any renewal, extension or modification of the Guarantied Obligations or any
agreement related thereto, notices of any extension of credit to the Co-Obligors and notices of any
of the matters referred to in Sections 3 and 4 and any right to consent to any thereof; (g) any
acts of any Governmental Authority of or in any jurisdiction affecting any Co-Obligor, any
Guarantor or other Person, including any restrictions on the conversion or exchange of currency or
repatriation or control of funds, a declaration of banking moratorium or any suspension of payments
by banks in any jurisdiction or the imposition by any jurisdiction or any Governmental Authority
thereof or therein of any moratorium on, the required rescheduling or restructuring of, or required
approval of payments on, any indebtedness in such jurisdiction, or any total or partial
expropriation, confiscation, nationalization or requisition of any such Person’s property; any war
(whether or not declared), insurrection, revolution, hostile act, civil strife or similar events
occurring in any jurisdiction; or any economic, political, regulatory or other events in any
jurisdiction; and (h) to the fullest extent permitted by law, any defenses or benefits that may be
derived from or afforded by law which limit the liability of or exonerate guarantors or sureties,
or which may conflict with the terms of this Guaranty.



6. Guarantors’ Rights of Subrogation, Contribution, Etc.; Subordination of Other Obligations.
Until the Guarantied Obligations shall have been paid in full and all Credits shall have expired or
been cancelled or shall have been fully Cash Collateralized in accordance with the Credit
Agreement, each Guarantor shall withhold exercise of (a) any claim, right or remedy, direct or
indirect, that such Guarantor now has or may hereafter have against Company, any Co-Obligor or any
of their assets in connection with this Guaranty or the performance by such Guarantor of its
obligations hereunder, in each case



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whether such claim, right or remedy arises in equity, under contract, by statute, under common
law or otherwise and including without limitation (i) any right of subrogation, reimbursement or
indemnification that such Guarantor now has or may hereafter have against Company or any
Co-Obligor, (ii) any right to enforce, or to participate in, any claim, right or remedy that any
Beneficiary now has or may hereafter have against Company or any Co-Obligor, and (iii) any benefit
of, and any right to participate in, any collateral or security now or hereafter held by any
Beneficiary and (b) any right of contribution such Guarantor now has or may hereafter have against
any other guarantor of any of the Guarantied Obligations. Each Guarantor further agrees that, to
the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement,
indemnification and contribution as set forth herein is found by a court of competent jurisdiction
to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification
such Guarantor may have against Company or any Co-Obligor or against any collateral or security,
and any rights of contribution such Guarantor may have against any such other guarantor, shall be
junior and subordinate to any rights Guarantied Party or the other Beneficiaries may have against
Company and each Co-Obligor, to all right, title and interest Guarantied Party or the other
Beneficiaries may have in any such collateral or security, and to any right Guarantied Party or the
other Beneficiaries may have against such other guarantor.



Any indebtedness of Company or any Co-Obligor now or hereafter held by any Guarantor is
subordinated in right of payment to the Guarantied Obligations, and any such indebtedness of
Company or any Co-Obligor to a Guarantor collected or received by such Guarantor after an Event of
Default has occurred and is continuing, and any amount paid to a Guarantor on account of any
subrogation, reimbursement, indemnification or contribution rights referred to in the preceding
paragraph when all Guarantied Obligations have not been paid in full, shall be held in trust for
Guarantied Party on behalf of Beneficiaries and shall forthwith be paid over to Guarantied Party
for the benefit of Beneficiaries to be credited and applied against the Guarantied Obligations.



7. Expenses. Guarantors jointly and severally agree to pay, or cause to be paid, on demand,
and to save Guarantied Party and the other Beneficiaries harmless against liability for, (i) any
and all costs and expenses (including fees, costs of settlement, and disbursements of counsel and
allocated costs of internal counsel) incurred or expended by Guarantied Party or any other
Beneficiary in connection with the enforcement of or preservation of any rights under this Guaranty
and (ii) any and all costs and expenses (including those arising from rights of indemnification)
required to be paid by Guarantors under the provisions of any other Credit Document.



8. Financial Condition of the Co-Obligors. No Beneficiary shall have any obligation, and each
Guarantor waives any duty on the part of any Beneficiary, to disclose or discuss with such
Guarantor its assessment, or such Guarantor’s assessment, of the financial condition of the
Co-Obligors or any matter or fact relating to the business, operations or condition of Co-Obligors.
Each Guarantor has adequate means to obtain information from the Co-Obligors on a continuing basis
concerning the financial condition of any Co-Obligor and its ability to perform its obligations
under the Credit Documents, and each Guarantor assumes the responsibility for being and keeping
informed of the financial condition of the Co-Obligors and of all circumstances bearing upon the
risk of nonpayment of the Guarantied Obligations.



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9. Representations and Warranties. Each Guarantor makes, for the benefit of Beneficiaries,
each of the following representations and warranties, as to itself only:



(a) Such Guarantor is a corporation, limited liability company or partnership that is duly
organized, validly existing and in good standing under the Laws of the jurisdiction of its
organization, and is duly qualified to do business as a foreign entity and is in good standing
under the laws of each jurisdiction in which such qualification is required except for those
jurisdictions in which failure to be so qualified and in good standing could not reasonably be
expected to have a Material Adverse Effect and all requisite power and authority to own lease,
operate and encumber its property, to conduct its business as presently conducted and as proposed
to be conducted, and to execute and deliver this Guaranty and the other Credit Documents (if any)
to which it is a party, and to perform the provisions hereof and thereof, as applicable.
Furthermore, if such Guarantor is organized under the laws of the Netherlands, it is in compliance
with the applicable provisions of the Dutch Banking Act and any implementing regulation including
but not limited to the Dutch Exemption Regulation.



(b) This Guaranty and each other Credit Document (if any) to which it is party has been duly
authorized by all necessary corporate action on the part of such Guarantor, and each such Credit
Document executed on the Closing Date constitutes, and each other Credit Document to which such
Guarantor is a party when executed and delivered will constitute, a legal, valid and binding
obligation of such Guarantor enforceable against such Guarantor in accordance with its terms,
except as such enforceability may be limited by (i) applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights
generally and (ii) general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).




10. [Intentionally Omitted]



11. Set Off. In addition to any other rights any Beneficiary may have under law or in equity,
if any amount shall at any time be due and owing by a Guarantor to any Beneficiary under this
Guaranty, such Beneficiary is authorized at any time or from time to time, without notice (any such
notice being expressly waived), to set off and to appropriate and to apply any and all deposits
(general or special, including but not limited to indebtedness evidenced by certificates of
deposit, whether matured or unmatured) and any other indebtedness of such Beneficiary owing to a
Guarantor and any other property of such Guarantor held by a Beneficiary to or for the credit or
the account of such Guarantor against and on account of the Guarantied Obligations and liabilities
of such Guarantor to any Beneficiary under this Guaranty.



12. Discharge of Guaranty Upon Sale of Guarantor. If all of the stock of a Guarantor or any
of its successors in interest under this Guaranty shall be sold or otherwise disposed of (including
by merger or consolidation) in a sale or other disposition not prohibited by the Credit Agreement
or otherwise consented to by Required Lenders, upon the request of such Guarantor or such successor
in interest, as the case may be, Guarantied Party shall execute and deliver documents or
instruments necessary to evidence the release and discharge of this Guaranty in form and substance
reasonably satisfactory to Administrative Agent.



13. Amendments and Waivers. No amendment, modification, termination or waiver of any
provision of this Guaranty, and no consent to any departure by any Guarantor therefrom, shall in
any event be effective without the written concurrence of Guarantied Party




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and, in the case of any such amendment or modification, Guarantors. Any such waiver or
consent shall be effective only in the specific instance and for the specific purpose for which it
was given.



14. Miscellaneous. It is not necessary for Beneficiaries to inquire into the capacity or
powers of any Guarantor or the Co-Obligors or the officers, directors or any agents acting or
purporting to act on behalf of any of them.



The rights, powers and remedies given to Beneficiaries by this Guaranty are cumulative and
shall be in addition to and independent of all rights, powers and remedies given to Beneficiaries
by virtue of any statute or rule of law or in any of the Credit Documents or any agreement between
one or more Guarantors and one or more Beneficiaries or between the Co-Obligors and one or more
Beneficiaries. Any forbearance or failure to exercise, and any delay by any Beneficiary in
exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy
or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such
right, power or remedy.



In case any provision in or obligation under this Guaranty shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not
in any way be affected or impaired thereby.



THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF GUARANTORS, GUARANTIED PARTY AND THE OTHER
BENEFICIARIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF
THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES.



This Guaranty shall inure to the benefit of Beneficiaries and their respective successors and
assigns.



ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY GUARANTOR ARISING OUT OF OR RELATING TO THIS
GUARANTY MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW
YORK, AND BY EXECUTION AND DELIVERY OF THIS GUARANTY EACH GUARANTOR ACCEPTS FOR ITSELF AND IN
CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE
AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND
BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS GUARANTY. Each Guarantor agrees that
service of all process in any such proceeding in any such court may be made by registered or
certified mail, return receipt requested, to such Guarantor at its address set forth below its
signature hereto, such service being acknowledged by such Guarantor to be sufficient for personal
jurisdiction in any action against such Guarantor in any such court and to be otherwise effective
and binding service in every respect. Nothing herein shall affect the right to serve process in
any other manner permitted by law or shall limit the right of Guarantied Party or
any Beneficiary to bring proceedings against such Guarantor in the courts of any other
jurisdiction.



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EACH GUARANTOR AND, BY ITS ACCEPTANCE OF THE BENEFITS HEREOF, GUARANTIED PARTY EACH AGREES TO
WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING
OUT OF THIS GUARANTY. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL
DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION,
INCLUDING WITHOUT LIMITATION CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER
COMMON LAW AND STATUTORY CLAIMS. EACH GUARANTOR AND, BY ITS ACCEPTANCE OF THE BENEFITS HEREOF,
GUARANTIED PARTY EACH (I) ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR SUCH GUARANTOR
AND GUARANTIED PARTY TO ENTER INTO A BUSINESS RELATIONSHIP, THAT SUCH GUARANTOR AND GUARANTIED
PARTY HAVE ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS GUARANTY OR ACCEPTING THE BENEFITS
THEREOF, AS THE CASE MAY BE, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED
FUTURE DEALINGS, AND (II) FURTHER WARRANTS AND REPRESENTS THAT EACH HAS REVIEWED THIS WAIVER WITH
ITS LEGAL COUNSEL AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED
EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS OF THIS GUARANTY. In the event of litigation, this Guaranty may be
filed as a written consent to a trial by the court.



15. Additional Guarantors. The initial Guarantor(s) hereunder shall be such of the
Subsidiaries of the Company as are signatories hereto on the date hereof. From time to time
subsequent to the date hereof, Subsidiaries of the Company may become parties hereto as set forth
in the Credit Agreement, as additional Guarantors (each an “Additional Guarantor”), by executing a
counterpart of this Guaranty. A form of such a counterpart is attached as Exhibit A. Upon
delivery of any such counterpart to Guarantied Party, notice of which is hereby waived by
Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party
hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly
agrees that its obligations arising hereunder shall not be affected or diminished by the addition
or release of any other Guarantor hereunder, nor by any election of the Guarantied Party not to
cause any Subsidiary of Company to become an Additional Guarantor hereunder. This Guaranty shall
be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any
other Person becomes or fails to become or ceases to be a Guarantor hereunder.



16. Counterparts; Effectiveness. This Guaranty may be executed in any number of counterparts
and by the different parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed to be an original for all purposes; but all such counterparts together
shall constitute but one and the same instrument. Delivery of an executed counterpart of a
signature page of this Guaranty or any document or instrument delivered in connection herewith by
facsimile shall be effective as delivery of a manually executed



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counterpart of this Guaranty or such other document or instrument, as applicable. This
Guaranty shall become effective as to each Guarantor upon the execution of a counterpart hereof by
such Guarantor (whether or not a counterpart hereof shall have been executed by any other
Guarantor) and receipt by the Guaranteed Party of written or telephonic notification of such
execution and authorization of delivery thereof.




17. Guarantied Party as Agent.



(a) Guarantied Party has been appointed to act as Guarantied Party hereunder by Lenders.
Guarantied Party shall be obligated, and shall have the right hereunder, to make demands, to give
notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any
action, solely in accordance with this Guaranty and the Credit Agreement; provided that
Guarantied Party shall exercise, or refrain from exercising, any remedies under or with respect to
this Guaranty in accordance with the instructions of Required Lenders.



(b) Guarantied Party shall at all times be the same Person that is Administrative Agent under
the Credit Agreement. In the event the Lenders are performing the duties of the Administrative
Agent in accordance with Section 9.09 of the Credit Agreement, the Lenders collectively shall be
the “Guarantied Party” hereunder until such time as a replacement Administrative Agent is appointed
pursuant to Section 9.09 of the Credit Agreement. Written notice of resignation by Administrative
Agent pursuant to Section 9.09 of the Credit Agreement shall also constitute notice of resignation
as Guarantied Party under this Guaranty; and appointment of a successor Administrative Agent
pursuant to Section 9.09 of the Credit Agreement shall also constitute appointment of a successor
Guarantied Party under this Guaranty. Upon the acceptance of any appointment as Administrative
Agent under Section 9.09 of the Credit Agreement by a successor Administrative Agent, that
successor Administrative Agent shall thereupon succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Guarantied Party under this Guaranty, and the
retiring Guarantied Party under this Guaranty shall promptly (i) transfer to such successor
Guarantied Party all sums held hereunder, together with all records and other documents necessary
or appropriate in connection with the performance of the duties of the successor Guarantied Party
under this Guaranty, and (ii) take such other actions as may be necessary or appropriate in
connection with the assignment to such successor Guarantied Party of the rights created hereunder,
whereupon such retiring Guarantied Party shall be discharged from its duties and obligations under
this Guaranty. After any retiring Guarantied Party’s resignation hereunder as Guarantied Party,
the provisions of this Guaranty shall inure to its benefits as to any actions taken or omitted to
be taken by it under this Guaranty while it was Guarantied Party hereunder.



18. Judgment Currency. If, for the purposes of obtaining judgment in any court, it is
necessary to convert a sum due hereunder in one currency into another currency, the rate of
exchange used shall be that at which in accordance with normal banking procedures the Guarantied
Party could purchase the first currency with such other currency on the Business Day preceding that
on which final judgment is given. The obligation of the Guarantors in respect of any such sum due
from them to the Guarantied Party hereunder shall, notwithstanding any judgment in a currency (the
“Judgment Currency”) other than that in which such sum is denominated in accordance with the
applicable provisions of this Guaranty (the “Agreement Currency”), be discharged only to the extent
that on the Business Day following receipt by the Guarantied Party of any sum adjudged to be so due
in the Judgment Currency, the Guarantied Party may in accordance with normal banking procedures
purchase the Agreement Currency



Subsidiary Guaranty to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


 









 






with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than
the sum originally due to the Guarantied Party from the Guarantors, the Guarantors jointly and
severally agree, as a separate obligation and notwithstanding any such judgment, to indemnify the
Guarantied Party or the Person to whom such obligation was owing against such loss. If the amount
of the Agreement Currency so purchased is greater than the sum originally due to the Guarantied
Party in such currency, by its acceptance hereof the Guarantied Party agrees to return the amount
of any excess to the Guarantors (or to any other Person who may be entitled thereto under
applicable law).



[Remainder of page intentionally left blank.]



Subsidiary Guaranty to the 5 Year Series B

Letter of Credit and Term Loan Agreement





 


 











 





IN WITNESS WHEREOF, each Guarantor and Guarantied Party, solely for the purposes of the
waiver of the right to jury trial contained in Section 14, have caused this Guaranty to be duly
executed and delivered by their respective officers thereunto duly authorized as of the date first
written above.



	 	 	 	 	 
	 	

BANK OF AMERICA, N.A.,

as Guarantied Party

 	 
	 	By:  	 	 
	 	 	Title: 	 	 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 




Subsidiary Guaranty to the 5 Year Series B

Letter of Credit and Term Loan Agreement





 









 






	 	 	 	 	 
	 	CHICAGO BRIDGE & IRON COMPANY B.V.,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Philip K. Asherman 	 
	 	 	Title:  	Managing Director
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 
	 
	 	CHICAGO BRIDGE & IRON COMPANY,

a Delaware corporation, as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Luciano Reyes 	 
	 	 	Title:  	Vice President and Treasurer
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 
	 
	 	CHICAGO BRIDGE & IRON COMPANY,

an Illinois corporation, as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Luciano Reyes 	 
	 	 	Title:  	Treasurer
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 
	 
	 	HORTON CBI, LIMITED,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	James W. House 	 
	 	 	Title:  	Treasurer
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 


Subsidiary Guaranty to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 









 






	 	 	 	 	 
	 	CBI VENEZOLANA, S.A.,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Orlando Gomes 	 
	 	 	Title:  	Treasurer
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 
	 
	 	CBI EASTERN ANSTALT,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Raymond Buckley 	 
	 	 	Title:  	Director
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 
	 
	 	CBI CONSTRUCTORS PTY, LTD.,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Geoffrey Loft 	 
	 	 	Title:  	Director
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 
	 
	 	LEALAND FINANCE COMPANY B.V.,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Ronald A. Ballschiede 	 
	 	 	Title:  	Managing Director
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 


Subsidiary Guaranty to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 









 






	 	 	 	 	 
	 	CB&I (EUROPE) B.V.,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Philip K. Asherman 	 
	 	 	Title:  	Director
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 
	 
	 	ARABIAN GULF MATERIAL SUPPLY COMPANY, LTD.,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Alan R. Black 	 
	 	 	Title:  	Director
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 
	 
	 	ASIA PACIFIC SUPPLY CO.,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Luciano Reyes 	 
	 	 	Title:  	Treasurer
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 
	 
	 	CBI COMPANY LTD.,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Luciano Reyes 	 
	 	 	Title:  	Treasurer
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 


Subsidiary Guaranty to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 









 






	 	 	 	 	 
	 	CBI CONSTRUCCIONES S.A.,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Jose Manuel Tappata 	 
	 	 	Title:  	Director
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 
	 
	 	CBI CONSTRUCTORS LIMITED,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Peter K. Bennett 	 
	 	 	Title:  	Director
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 
	 
	 	CBI HOLDINGS (U.K.) LIMITED,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Kevin Forder 	 
	 	 	Title:  	Director
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 
	 
	 	CBI OVERSEAS, LLC,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Peter Han 	 
	 	 	Title:  	Director
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 


Subsidiary Guaranty to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 









 






	 	 	 	 	 
	 	CENTRAL TRADING COMPANY, LTD.,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Luciano Reyes 	 
	 	 	Title:  	Treasurer
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 
	 
	 	CHICAGO BRIDGE & IRON (ANTILLES) N.V.,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Philip K. Asherman 	 
	 	 	Title:  	Managing Director
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 
	 
	 	CMP HOLDINGS B.V.,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Raymond Buckley 	 
	 	 	Title:  	Director
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 
	 
	 	PACIFIC RIM MATERIAL SUPPLY COMPANY, LTD.,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Alan R. Black 	 
	 	 	Title:  	Director
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 


Subsidiary Guaranty to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 









 






	 	 	 	 	 
	 	HOWE-BAKER INTERNATIONAL, L.L.C.,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Luke V. Scorsone 	 
	 	 	Title:  	President
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 
	 
	 	HOWE-BAKER ENGINEERS, LTD.,

as Guarantor, By and through its General partner,

Howe-Baker Management, L.L.C.

 	 
	 	By:  	 	 
	 	 	Name:  	Luke V. Scorsone 	 
	 	 	Title:  	President
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 
	 
	 	HOWE-BAKER HOLDINGS, L.L.C.,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Luke V. Scorsone 	 
	 	 	Title:  	President
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 
	 
	 	HOWE-BAKER MANAGEMENT, L.L.C.,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Luke V. Scorsone 	 
	 	 	Title:  	President
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 


Subsidiary Guaranty to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 









 






	 	 	 	 	 
	 	HBI HOLDINGS, L.L.C.,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Luke V. Scorsone 	 
	 	 	Title:  	President
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 
	 
	 	CONSTRUCTORS INTERNATIONAL, L.L.C.,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Luke V. Scorsone 	 
	 	 	Title:  	President
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 
	 
	 	MATRIX ENGINEERING, LTD.,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Scott T. Baker 	 
	 	 	Title:  	President
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 
	 
	 	HOWE-BAKER INTERNATIONAL MANAGEMENT, L.L.C.,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Scott T. Baker 	 
	 	 	Title:  	President
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 


Subsidiary Guaranty to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 









 






	 	 	 	 	 
	 	A&B BUILDERS, LTD.,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Scott. T. Baker 	 
	 	 	Title:  	President
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 
	 
	 	MATRIX MANAGEMENT SERVICES, L.L.C.,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Luciano Reyes 	 
	 	 	Title:  	Treasurer
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 
	 
	 	SOUTHERN TROPIC MATERIAL SUPPLY COMPANY, LTD.,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Alan R. Black 	 
	 	 	Title:  	Treasurer
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 
	 
	 	CB&I (NIGERIA) LIMITED,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Peter R. Rano 	 
	 	 	Title:  	Director
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 


Subsidiary Guaranty to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 









 






	 	 	 	 	 
	 	CHICAGO BRIDGE & IRON (ESPANA) S.A.,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Raymond Buckley 	 
	 	 	Title:  	Director
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 
	 
	 	CBI (PHILIPPINES), INC.,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Geoffrey R. Loft 	 
	 	 	Title:  	Treasurer
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 
	 
	 	CB&I UK LIMITED,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Kevin J. Forder 	 
	 	 	Title:  	Director
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 
	 
	 	CBI HUNGARY HOLDING LIMITED LIABILITY COMPANY,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Raymond Buckley 	 
	 	 	Title:  	Director
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 


Subsidiary Guaranty to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 









 






	 	 	 	 	 
	 	CBI LUXEMBOURG S.A.R.L.,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Timothy J. Moran 	 
	 	 	Title:  	Managing Director
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 
	 
	 	CB&I FINANCE COMPANY LIMITED,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Kevin Forder 	 
	 	 	Title:  	Managing Director
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 
	 
	 	CBI AMERICAS, LTD.,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Luciano Reyes 	 
	 	 	Title:  	Treasurer
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 
	 
	 	CSA TRADING COMPANY, LTD.,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Luciano Reyes 	 
	 	 	Title:  	Treasurer
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 


Subsidiary Guaranty to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 









 






	 	 	 	 	 
	 	CB&I WOODLANDS L.L.C.,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Luciano Reyes 	 
	 	 	Title:  	Treasurer
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 
	 
	 	WOODLANDS INTERNATIONAL INSURANCE COMPANY LIMITED,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Robert Havlick 	 
	 	 	Title:  	Director
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 
	 
	 	OCEANIC CONTRACTORS, INC.,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Luciano Reyes 	 
	 	 	Title:  	Treasurer
 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 


Subsidiary Guaranty to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 









 






	 	 	 	 	 



EXHIBIT A

[FORM OF COUNTERPART FOR ADDITIONAL GUARANTORS]





This COUNTERPART (this “Counterpart"), dated _______, 20__, is delivered pursuant to Section
15 of the Guaranty referred to below. The undersigned hereby agrees that this Counterpart may be
attached to the Guaranty, dated as of [_______], 2006 (as it may be from time to time
amended, modified or supplemented, the “Guaranty"; capitalized terms used herein not otherwise
defined herein shall have the meanings ascribed therein), among the Guarantors named therein and
Bank of America, N.A., as Guarantied Party. The undersigned, by executing and delivering this
Counterpart, hereby becomes an Additional Guarantor under the Guaranty in accordance with Section
15 thereof and agrees to be bound by all of the terms thereof.



IN WITNESS WHEREOF, the undersigned has caused this Counterpart to be duly executed and
delivered by its officer thereunto duly authorized as of _______, 20__.



	 	 	 	 	 
	 	[NAME OF ADDITIONAL GUARANTOR]

 	 
	 	By:  	 	 
	 	 	[Title:_________________________] 	 
	 	 	Address: 	 	 	 
	 	 	 	 	 	 




Exhibits to

Letter of Credit and Term Loan Agreement

(Five Year Series B)









 









 






	 	 	 	 	 



EXHIBIT H-1




FORM OF

LOC APPLICATION AND AGREEMENT

(BANK OF AMERICA)




[See attachment hereto]





Exhibits to

Letter of Credit and Term Loan Agreement

(Five Year Series B)







 











 









	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	For Bank of America Use Only	 
	Application and Agreement for Standby Letter of Credit
TO: Bank of America, N.A. (“Bank of America”)

	 	 
	 	 	
  L/C No.


	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 






. Application.



1.                      (“Applicant”) requests Bank of America to issue an irrevocable
standby letter of credit (“Letter of Credit”) as follows:




	 	 	 	 	 
	o Full text teletransmission

	 	o Airmail with brief preliminary teletransmission advice
	 	o Airmail
	o Courier
	 	 	 	 






	 	 	 	 	 
	2.

	 	Applicant Address:
	 	3. For Account of (Name and address, if different from Applicant):
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	4.

	 	Advising Bank:
	 	5. In favor of (Beneficiary Name and Address):
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 






	 	 	 	 	 	 	 	 	 	 	 
	6. Amount:

	 	 
	 	(
	 	 
	 	 	)	
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	(in words and figures)	 	 	 	 	 	 	 	 






	 	 	 
	Currency

	 	 
	 

	 	 
	 

	 	(if left blank, U.S. Dollars)






Expiration Date. Drafts to be drawn on and presented at Bank of America’s Address set forth in the Letter of Credit on or
before: _____




	o	 	If this box is marked, Applicant authorizes Bank of America to effect payment of any sums due under this Application and Agreement by means
of debiting Applicant’s account with Bank of America set forth below. This authorization does not effect the obligation of Applicant to pay
such sums when due, if there are insufficient funds in such account to make such payment when due, or if Bank of America fails to debit the
account, and this authorization does not affect any setoff rights of Bank of America at law or in equity. Applicant’s account number
with Bank of America is                                         .





7. Available by drafts drawn at sight on Bank of America when accompanied by the following documentation:





a. The original Letter of Credit.




b. The signed statement of the Beneficiary worded as follows (state wording that is to appear in the statement accompanying the draft; specify if such
wording must be exact):
 _____ 





Special Instructions:
 _____ 



8. 




Exhibits to

Letter of Credit and Term Loan Agreement

(Five Year Series B)



 












 





B. Agreement.




In consideration of Bank of America’s issuing the Letter of Credit at the request of
Applicant, Applicant agrees to the following:



1. Applicant Payments.



(a) Applicant shall pay Bank of America, on demand, all amounts paid by Bank of America under
or in respect of the Letter of Credit.



(b) On each fee payment date, so long as any undrawn amount of the Letter of Credit remains
available, Applicant shall pay Bank of America a Letter of Credit fee. The fee payment date(s)
shall be the date(s) as Applicant and Bank of America may agree, or in the absence of such
agreement, the fee payment date shall be the date on which Bank of America issues the Letter of
Credit. The fee shall be at such rate per annum as Applicant and Bank of America may agree or, in
the absence of such agreement, at the rate customarily charged by Bank of America at the time such
fee is payable, based upon Applicant’s creditworthiness, as determined by Bank of America in its
sole discretion. The applicable Letter of Credit fee shall be calculated and payable on the undrawn
amount of the Letter of Credit as of each fee payment date, and shall be for the period commencing
on such fee payment date and ending on the day preceding the next fee payment date (or the
expiration date of the Letter of Credit, as the case may be), both dates inclusive. The Letter of
Credit fee will be computed on the basis of a 360-day year and actual days elapsed. Bank of America
shall not be required to refund any portion of the Letter of Credit fee paid for any period during
which (a) the Letter of Credit expires or otherwise terminates or (b) the undrawn amount of the
Letter of Credit is reduced by drawings or by amendment.



(c) Applicant shall pay Bank of America, on demand, commissions and fees for amendments to,
payments under, extensions of or cancellation of the Letter of Credit, and other services in the
amounts Applicant and Bank of America may agree or, in the absence of such agreement, in the
amounts customarily charged by Bank of America on the date of Bank of America’s demand.



(d) All payments and deposits of any kind by Applicant under this Application and Agreement,
including prepayments, shall be made at the banking center or office Bank of America may designate
from time to time. Bank of America shall have no obligation to pay Applicant interest on any such
payment, prepayment or deposit made by Applicant under this Application and Agreement.



(e) (i) All payments and deposits by Applicant under this Application and Agreement shall be
in the currency in which the Letter of Credit is payable, except that Bank of America may, at its
option, require payments and deposits by Applicant under this Application and Agreement to be made
in U.S. Dollars if the Letter of Credit is payable in a foreign currency.



(ii) The amount of each payment and each deposit by Applicant under this Application and
Agreement in U.S. Dollars for a Letter of Credit payable in a foreign currency shall be determined
by converting the relevant amount to U.S. Dollars at the Conversion Rate in effect:



(A) with respect to each payment under Section 1(a) of this Agreement, on the date the payment
is made by Bank of America under or in respect of the Letter of Credit; and



(B) with respect to each payment not falling under the preceding clause (A) and each deposit,
on the date of Bank of America’s demand for such payment or
deposit.



(iii) If a U.S. Dollar deposit by Applicant under this Application and Agreement for a Letter
of Credit payable in a foreign currency becomes less than the U.S. Dollar equivalent of the undrawn
amount of the Letter of Credit because of any variation in rates of exchange, Applicant shall
deposit with Bank of America, on demand, additional amounts in U.S. Dollars so that the total
amount deposited by Applicant under this Application and Agreement is not less than the U.S. Dollar
equivalent of the undrawn amount of the Letter of Credit, determined by using the Conversion Rate
on the date of Bank of America’s latest demand.



(iv) “Conversion Rate” means the rate quoted by Bank of America for the purchase from Bank of
America of the relevant foreign currency with U.S. Dollars.



(f) Applicant shall reimburse or compensate Bank of America, on demand, for all costs
incurred, losses suffered and payments made by Bank of America which are applied or allocated by
Bank of America to the Letter of Credit (as determined by Bank of America) by reason of any and all
present or future reserve, capital, deposit, assessment or similar requirements against (or against
any class of or change in or in the amount of) assets or liabilities of, or commitments or
extensions of credit by, Bank of America.



(g) Applicant shall pay interest, on demand, on any amount not paid when due under this
Application and Agreement from the due date until payment in full at a rate per annum equal to the
rate of interest publicly announced from time to time by Bank of America as its prime rate, plus
three percentage points (not to exceed the maximum rate permitted by applicable law). The prime
rate is set by Bank of America based on various factors, including Bank of America’s costs and
desired return, general economic conditions and other factors, and is used as a reference point for
pricing some credits. Bank of America may price credit at, above or below the prime rate. Any
change in Bank of America’s prime rate shall take effect at the opening of business on the day
specified in Bank of America’s public announcement of a change in Bank of America’s prime rate.
Interest will be computed on the basis of a 360-day year and actual days elapsed.



2. Deposit Events. Upon the occurrence of any of the following events, Applicant shall deposit
with Bank of America, on demand (except that such demand shall not be required in the event of an
occurrence described in (b) below) and as cash security for Applicant’s obligations to Bank of
America under this Application and Agreement, an amount equal to the undrawn amount of the Letter
of Credit:



(a) Applicant defaults under any provision of this Application and Agreement;




(b) Any bankruptcy or similar proceeding is commenced with respect to Applicant;



(c) Any default occurs under any other agreement involving the borrowing of money or the
extension of credit under which Applicant may be obligated as borrower, installment purchaser or
guarantor, if such default consists of the failure to pay any indebt-edness when due or if such
default permits or causes the acceleration of any indebtedness or the termination of any commitment
to lend or to extend credit;



(d) Applicant or any of its affiliates defaults on any other obligation to Bank of America;



(e) In the opinion of Bank of America, any material adverse change occurs in Applicant’s
business, operations, financial condition or ability to perform its obligations under this
Application and Agreement;



(f) Any guarantee of Applicant’s obligations under this Application and Agreement terminates,
is revoked or its validity is contested by the guarantor, or any of the events set forth in (b)
through (e) above occur with respect to the guarantor rather than the Applicant; or



(g) Any court order, injunction or other legal process is issued restraining or seek-ing to
restrain drawing or payment under the Letter of Credit.



3. Charge to Accounts. If Bank of America is unable to debit the account, if any, specified on
the Application, Applicant authorizes Bank of America to charge any of Applicant’s accounts with
Bank of America, or any affiliate of Bank of America, for all amounts then due and payable to Bank
of America under this Application and Agreement.



4. Indemnities.



(a) Applicant will indemnify and hold Bank of America (such term to include for purposes of
this Section 4 affiliates of Bank of America and its affiliates’ officers, directors, employees and
agents) harmless from and against (i) all loss or damage arising out of the issuance by Bank of
America, or any other action taken by any such indemnified party in connection with the Letter of
Credit including any loss or damage arising in whole or in part from the negligence of the party
seeking indemnification, but excluding any loss or damage resulting from the gross negligence or
willful misconduct of the party seeking indemnification, and (ii) all costs and expenses (including
reasonable attorneys’ fees and allocated costs of in-house counsel and legal expenses) of all
claims or legal proceedings arising out of the issuance by Bank of America of the Letter of Credit
or incident to the collection of amounts owed by Applicant hereunder or the enforcement of the
rights of Bank of America hereunder, including, without limitation, legal proceedings related to
any court order, injunction, or other process or decree restraining or seeking to restrain Bank of
America from paying any amount under the Letter of Credit. Additionally, Applicant will indemnify
and hold Bank of America harmless from and against all claims, losses, damages, suits, costs or
expenses (including reasonable attorneys’ fees and allocated costs of in-house counsel, and legal
expenses) arising out of Applicant’s failure to timely procure licenses or comply with applicable
laws, regulations or rules, or any other conduct or failure of Applicant relating to or affecting
the Letter of Credit.



Exhibits to

Letter of Credit and Term Loan Agreement

(Five Year Series B)




 












 







(b) If any award, judgment or order is given or made for the payment of any amount due under
this Application and Agreement and such award, judgment or order is expressed in a currency other
than the currency required under this Application and Agreement, Applicant shall indemnify Bank of
America against and hold Bank of America harmless from all loss and damage incurred by Bank of
America as a result of any variation in rates of exchange between the date of such award, judgment
or order and the date of payment (or, in the case of partial payments, the date of each partial
payment thereof) in the required currency



(c) Each of these indemnities shall constitute an obligation separate and independent from the
other obligations contained in this Application and Agreement, shall give rise to a separate and
independent cause of action, shall apply irrespective of any indulgence granted by Bank of America
from time to time, and shall continue in full force and effect notwithstanding any award, judgment
or order for a liquidated sum in respect of an amount due under this Application and Agreement.



5. Governing Law and Rules. The Letter of Credit will be subject to, and performance under the
Letter of Credit by Bank of America, its correspondents, and the beneficiary will be governed by,
the rules of the “International Standby Practices 1998” (“ISP98”) or such later revision as may be
published by the Institute of International Banking Law & Practice, subject to applicable laws. The
Letter of Credit and this Application and Agreement shall be governed by and construed under the
laws of the state in the United States where Bank of America issues the Letter of Credit, without
reference to that state’s provisions regarding conflicts of laws, to the jurisdiction of which the
parties hereto submit. If the Letter of Credit is not issued in any state, the law of the State of
California will govern.



6. Applicant Status. The word “Applicant” in this Application and Agreement refers to each
signer (other than Bank of America) of this Application and Agreement. If this Application and
Agreement is signed by more than one Applicant, their obligations under this Application and
Agreement shall be joint and several.



7. Representations and Warranties. Applicant represents and warrants to Bank of America that
it has the authority to enter into this Application and Agreement and that such Agreement will not
violate or conflict with any of the provisions of its constituent documents or any other agreement
or undertaking to which it is a party or to which it is bound.




8. Miscellaneous.



(a) No delay, extension of time, renewal, compromise or other indulgence which may occur or be
granted by Bank of America shall impair the rights and powers of Bank of America hereunder. Bank of
America shall not be deemed to have waived any of its rights hereunder, unless Bank of America
shall have signed such waiver in writing.



(b) Any notice from Bank of America to Applicant shall be sent to the address of Applicant set
forth on the Application and shall be effective upon receipt by Applicant. Any notice from
Applicant to Bank of America shall be sent to the address of Bank of America specified by Bank of
America to Applicant and shall be effective upon receipt by Bank of America.



(c) Each provision of this Application and Agreement shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Application and Agreement
shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Application and Agreement.



(d) Any and all payments made to Bank of America hereunder shall be made free and clear of and
without deduction for any present or future taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto, excluding income or franchise taxes imposed
by the United States and any political subdivisions thereof (such nonexcluded taxes being herein
called “Taxes”). If Applicant shall be required by law to deduct any Taxes from or in respect of
any sum payable hereunder, (i) the sum payable shall be increased as may be necessary so that after
making all required deductions (including deductions applicable to additional sums payable under
this Section 8(d)), Bank of America shall receive an amount equal to the sum Bank of America would
have received had no such deductions been made, (ii) Applicant shall make such deductions, and
(iii) Applicant shall pay the full amount deducted to the relevant authority in accordance with
applicable law. Applicant will indemnify Bank of America for the full amount of Taxes (including,
without limitation, any Taxes imposed by any jurisdiction on amounts payable under this Section
8(d)) paid by Bank of America and any liability (including penalties, interest and expenses)
arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally
asserted. This indemnification shall be made within 30 days from the date Bank of America makes
written demand therefor. Within 30 days after the date of any payment of Taxes, Applicant will
furnish to Bank of America the original or a certified copy of a receipt evidencing payment
thereof.



(e) This Application and Agreement shall be binding upon Applicant, its successors and
assigns, and shall inure to the benefit of Bank of America, its successors, transferees and
assigns; provided that any assignment by Applicant of any of its rights or obligations under this
Application and Agreement without the prior written consent of Bank of America shall be void.



(f) Unless the Applicant has specified in the Application that the wording of the Letter of
Credit must be exact, Applicant understands that the final form of the Letter of Credit may vary
from the wording specified in the Application, and Applicant authorizes Bank of America to make
such changes, not materially inconsistent with the Application, which Bank of America deems
necessary or appropriate. Applicant understands that the risk to Applicant is greater if Applicant
requests a standby letter of credit which requires only a draft, rather than a standby letter of
credit which requires supporting documentation.



(g) In the event of any change or modification, with the consent of Applicant, which consent
may be given by any means of submission acceptable to Bank of America, including, without
limitation, computer, facsimile or telex, relative to the Letter of Credit or any instrument called
for hereunder, including any waiver made or in good faith believed by Bank of America to have been
made by Applicant of any term hereof or the noncompliance of any such instruments with the terms of
the Letter of Credit, this Application and Agreement shall be binding upon Applicant with regard to
the Letter of Credit as so changed or modified, and to any action taken by Bank of America or any
of its correspondents relative thereto. No term or provision of this Application and Agreement can
be changed orally, but only in a writing and signed by Applicant and Bank of America.



(h) Bank of America assumes no liability or responsibility for the consequences arising out of
delay and/or loss in transit of any message, letter or documentation, or for delay, mutilation or
other error arising in the transmission of any teletransmission. In no event shall Bank of America
be liable for any special, indirect, consequential or exemplary damages.




(i) If Applicant includes in the Application any language describing events or
conditions that would not be possible for Bank of America to verify solely from the documents
required to be presented under the Letter of Credit, Applicant acknowledges and agrees that Bank of
America has no obligation to verify compliance with such requirements.



NOTICE OF FINAL AGREEMENT. THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.



This Application and Agreement is executed by Applicant on                     .



Exhibits to

Letter of Credit and Term Loan Agreement

(Five Year Series B)





 












 







	 	 	 	 	 	 	 	 	 
	 
	Name of Applicant
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	By:	 	 	 	Title	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	Name of Applicant (if any, co-signing with the Applicant above)
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	By:	 	 	 	Title	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	(WHERE SPECIMEN SIGNATURES OF THE APPLICANT NAMED ABOVE ARE NOT ON FILE WITH BANK OF AMERICA, THE FOLOWING SIGNATURE VERIFICATION IS REQUIRED.)
	 
	 	 	 	 	 	 	 	 
	The above signature of an officer, partner or agent of each Applicant indicated above confirms to that on file with us and such officer, partner or agent is fully authorized to sign this Agreement for such Applicant.
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	By:

	 	BANK (Full Name)                    (Bank Address)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	Authorized Signature/Title (Specimen signature of the signer must be on file with Bank of America) 00-35-0521NSBW 12-2000






	 	 	 	 	 	 	 	 	 
	 	 	 
	 	FOR OFFICE USE ONLY 
	 
	 	 	 
	 	 

	 	o Trade Operations __________

	 	Mail Code# __________	 	 	 
	 	 	 
	 	COMMISSION

	 	o Per Standard Fee Schedule
	 	o Other                     
	 	o Charge Banking Center	 
	 	 

	 	o Charge Directly
	 	o Commissions and Charges only
	 	o Drawings, Commissions and Charges	 
	 	 
	 	 	 	 	 	 	 
	 	 	 
	 	APPROVING OFFICER (Printed Name)	 	PHONE #	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 	 
	 	OFFICER TELEPHONE #	 	FAX #	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 	 
	 	DDA APPLICANT A/C #	 
	 	 
	 	 	 	 	 	 	 
	 	 	 
	 	APPROVING BANK OFFICER SIGNATURE	 
	 	 
	 	 	 	 	 	 	 
	 	 	 
	 	OFFICER — INTEROFFICE ADDRESS	 
	 	 
	 	 	 	 	 	 	 
	 	 	 
	 	OFFICER NUMBER AND COST CENTER NUMBER	 
	 	 
	 	 	 	 	 	 	 
	 	 	 






Bank of America, N.A.




Exhibits to

Letter of Credit and Term Loan Agreement

(Five Year Series B)





 












 







	 	 	 	 	 	 
	 	

	 	 	Application for Amendment

to Standby Letter of Credit	 
	 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	ocation

	 	 	 	 	 	Date 	 	 	 
	 	 

	 	 	 	 	 	/     / 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	TO: Bank of America, N.A.          I request you AMEND by o Airmail o Teletransmission	 
	 	The irrevocable Standby Letter of Credit No. ______________________________________	 
	 	 	 	 	 	 	 	 	 
	 	For Account of (Applicant)













	 	 	In Favor of (Beneficiary)	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Please amend this credit as follows:
























	 
	 	I understand that this amendment is subject to acceptance by the beneficiary. All other terms and conditions of the Letter of
Credit remain unchanged.	 
	 	 	 	 	 	 	 	 	 
	 	The bank agrees to the amendment described above.
Bank of America, N.A.

	 	 	Name of Applicant	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	By Signature



	 	 	Signature	 	 	 	 	 	 
	 	 

	 	 	X 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Name and Title of Signer



	 	 	Name and Title of Signer	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	FOR OFFICE USE ONLY 
	 
	 	 	 	 	 	 	 	 	 
	 	o Trade
Operations ___________________________

	 	 	          Mail Code
# ___________________________	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Approving Officer — (Print Name)



	 	 	          Phone #	 	 	 	 	 	 
	 	 

	 	 	.          .	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Officer Telephone #

	 	 	          FAX #	 	 	 	 	 	 
	 	          .          .

	 	 	.          .	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	DDA Applicant A/C #


	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Approving Bank Office Signature


	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Officer — Interoffice Address


	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Officer’s Number and Cost Center Number


	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 






Bank of America, N.A.

© 2000 Bank of America Corporation

05-35-0526NSBW 11-2001




Exhibits to

Letter of Credit and Term Loan Agreement

(Five Year Series B)





 














 




EXHIBIT H-2




FORM OF

LOC APPLICATION AND AGREEMENT

(JPMORGAN CHASE BANK)




[See attachment hereto]




Exhibits to

Letter of Credit and Term Loan Agreement

(Five Year Series B)




 


 









 







Application and Agreement for Irrevocable

Standby Letter of Credit









 





WHEN TRANSMITTING THIS APPLICATION BY FACSIMILE ALL PAGES MUST BE TRANSMITTED.




To: JPMorgan Chase Bank, N.A. and/or its subsidiaries and/or affiliates. 
                          Date:



I. Pursuant to the Terms and Conditions contained herein, please issue an IRREVOCABLE STANDBY
Letter of Credit (together with any replacements, extensions or modifications, the “Credit”) and
transmit it by:



o  Teletransmission            o  
Courier                  o  
     Air Mail (Domestic addresses only)




If completing in Microsoft Word, please enter data by ‘clicking’ on the gray boxes.




	 	 	 
	Applicant/Obligor (Full name and address-
jointly and severally if more than one,
individually and collectively,
“Applicant/Obligor”):

	 	Beneficiary (Full name and address):
	 
	 	 
	[Signature lines are on last page].
	 	 
	 
	 	 
	Account Party (Full name and address of
entity to be named in Letter of Credit if
different than the above
Applicant/Obligor):

	 	Advising Bank-Optional (If blank, Issuer
will select its branch or affiliate or
correspondent in the domicile of the
beneficiary):
	 
	 	 
	 
	 	 
	Amount:

	 	Expiry Date: Demands/claims must be presented to the 
	Up to an aggregate amount of
If not USD, indicate currency

	 	counters of the Issuing
bank not later than .






          Complete only if Automatic Extension of the expiry date is required.




Credit to contain Automatic Extension clause with extension period of o one year/o other



          (please specify).




No less
than                    
calendar days non-extension notice to the beneficiary.



Automatic Extension final expiration date:
                     
                      
        
(the date after which the Credit will no
longer be subject to Automatic Extension).


 


1









 





AVAILABLE BY (indicate A, B or C)




	 	 	 
	o

	 	A. Beneficiary’s dated statement referencing JPMorgan Chase Bank, N.A. Letter of Credit
Number indicating amount of demand/claim and purportedly signed by an authorized person
reading as follows (Please state within the quotation marks the wording to appear on the
statement to be presented):


	 

	 	“ (insert appropriate reason for drawing)






”




Demands received by authenticated teletransmission are acceptable in lieu of the
beneficiary’s signed and dated statement provided that such authenticated
teletransmission contains the beneficiary’s statement as provided for in the Credit.



	 	 	 
	o

	 	B. See attached sheet(s) for continuation of other documents and/or special
instructions, which form an integral part of this Application and such specimen should
be approved and signed by the applicant/obligor.
	 
	 	 
	o

	 	C. Other:





Complete only when the Beneficiary’s bank or Correspondent is to issue its guarantee or
undertaking based on the issued Standby Letter of Credit.




We understand and agree that by making this request, we shall remain liable under this
Credit until Issuer is fully released in writing by such entity.



	 	 	 
	o

	 	Request Beneficiary’s bank to issue and deliver its:

(Specify type of bid or performance bond, guarantee, undertaking or other)






	 	 	 
	In favor of:

	 	Name(s)
	 

	 	Attention Party Name
	 

	 	Address
	 
	 	 
	 

	 	City/State/Zip/Country
	 

	 	Telephone
	 

	 	Fax






 


2









 





For an amount not exceeding that specified above, effective immediately and expiring at
their office on           .



(at least 30 days prior to Expiry Date above) covering (brief description): .




	 	 	 
	o

	 	Multiple drawings prohibited (if blank, multiple drawings will be permitted).
	 
	 	 
	o

	 	Credit is transferable only in its entirety (Issuer is authorized to include its
standard transfer conditions and is authorized to nominate a transferring bank, if
applicable).






The Credit, or any Credit issued shall be subject to the International Standby Practices
1998 (International Chamber of Commerce Publication 590) (“the “ISP”) or, o if box is
checked, it shall be subject to the Uniform Customs and Practice for Documentary Credits
(1993) Revision International Chamber of Commerce Publication No. 500 (the “UCP”).


Please include a brief description of the purpose of the Standby Letter of Credit
including goods description, pricing, country of origin of the goods, shipment from and
shipment to countries, as applicable:




Unless otherwise stated herein, the nominated bank (if any) is authorized to send all documents to
you in one airmail or courier service, if available.


 


3









 





II: To induce JPMorgan Chase Bank, N.A. and/or any of its domestic or foreign subsidiaries or
affiliates (individually and collectively, “Bank”), in its sole discretion, to issue for the
account of the Applicant or for the account of the Account Party named in the Application, a
standby letter of credit, or other independent undertaking at the request of the undersigned
(individually and collectively, “Applicant”; jointly and severally, if more than one), Applicant
agrees as to the letter of credit or undertaking (together with any replacements, extensions or
modifications, a “Credit”, collectively, “Credits”) as follows.



1. Applications/Instructions. The request to issue a Credit (an “Application”) shall be
irrevocable and in such form as Bank shall from time to time require or agree to accept (including
any type of electronic form or means of communication). Inquiries, communications and instructions
(whether oral, telephonic, written, telegraphic, facsimile, electronic or other) regarding a
Credit, each Application and this Agreement are each referred to herein as “Instructions” (and the
term “Application” is subsumed within the term “Instruction”). Bank’s records of the content of any
Instruction shall be conclusive. Applicant shall be responsible for the final text of a Credit
notwithstanding Bank’s recommendation, assistance or drafting or Bank’s use, non-use or refusal to
use text submitted by Applicant. Bank may transmit a Credit and any amendment thereto by S.W.I.F.T.
message and thereby bind Applicant directly and as indemnitor to the S.W.I.FT. rules, including
rules obligating Applicant or Bank to pay charges.



2. Payment Terms; Obligations Absolute. (a) For each Credit, Applicant shall pay Bank: (i) the
amount of each drawing paid by Bank under the Credit on demand, if under a sight draft and at least
one Business Day prior to the date when payment is to be made under a time draft (or acceptance
relating thereto) or deferred payment obligation; (ii) commissions, fees and charges in respect of
the Credit (including, commissions and fees for issuance, transfer, assignment of proceeds,
amendments and drawings and of any adviser, confirming institution or entity or other nominated
person), at such rates, amounts and times as Bank and Applicant shall mutually agree (or if no
agreement, the rate then customarily charged by Bank); (iii) interest on each amount under this
Agreement for each day from and including the date such payment is due through the date of payment,
on demand, at a rate per annum (calculated on the basis of a 360 day year for the actual number of
days elapsed) equal to the lesser of (A) Prime plus 3% and (B) the highest rate permitted by
applicable law; (iv) Bank’s charges, costs and expenses (including reasonable internal and outside
counsel fees, expenses and charges) incurred in connection with the protection or enforcement of
Bank’s rights under this Agreement and any correspondent’s charges, with interest from the date
paid or incurred by Bank through the date of payment by Applicant, on demand, at a rate per annum
equal to Prime plus 3%; and (v) if as a result of any Regulatory Change, the Bank determines that
the cost to the Bank of issuing or maintaining any Credit is increased, or any amount received or
receivable by the Bank hereunder is reduced, or the Bank is required to make any payment in
connection with any transaction contemplated hereby, then the Applicant shall pay to the Bank on
demand such additional amount or amounts as the Bank determines will compensate the Bank for such
increased cost, reduction or payment. “Regulatory Change” means any change after the date hereof in
United States federal, state or foreign laws or regulations (including Regulation D of the Board of
Governors of the Federal Reserve System as amended or supplemented from time to time) or the
adoption or making after such date of any interpretations, directives or requests applying to a
class of banks including the Bank or under any United States federal or state, or any foreign, laws
or regulations (whether or not having the force of law) by any court or governmental or monetary
authority charged with the interpretation or administration thereof. “Business Day” means any day
on which commercial banks in New York City, New York are not authorized or required to be closed
for business. “Prime” shall mean the rate of interest per annum announced by the Bank from time as
its Prime Rate; each change in the Prime Rate shall be effective from and including the date such
change is announced as being effective.



(b) If the amount drawn under any Credit is in non-United States currency (“foreign currency”),
Applicant shall pay under paragraph 2(a)(i) above the United States dollar equivalent of the amount
computed at Bank’s selling rate, as of the date of Applicant’s payment, for cable transfers of such
foreign currency to the place of payment; provided, further, that if, for any
reason, Bank has no selling rate for cable transfers of that currency to such place on the payment
date, Applicant shall pay Bank an amount in United States currency equivalent to Bank’s actual cost
of settlement of its obligation.


 


4









 





(c) All payments shall be made in immediately available funds, free and clear of and without
deduction for any present or future taxes, levies, imposts, deductions, charges, withholdings,
set-off or other liabilities. Applicant shall pay all withholding, stamp and other taxes or duties
imposed by any taxing authority on payment under any Credit and this Agreement and shall indemnify
Bank against all liabilities, costs, claims, and expenses resulting from Bank having to pay or from
any omission to pay or delay in paying any duty or tax.



(d) Bank may (but shall not be required to), without demand for payment or notice to the Applicant,
and in addition to any other right of set-off which Bank may have, (i) debit any account or
accounts maintained by Applicant with any office of Bank (now or in the future) and set-off and
apply (X) any balance or deposits (general, special, time, demand, provisional, final, matured,
unmatured, contingent or absolute) in the account(s) and (Y) any sums due or payable from Bank, to
the payment of any and all amounts owed by Applicant to Bank and/or (ii) advance funds to Applicant
under any line of credit (committed or uncommitted) made available to Applicant by Bank and apply
such funds to said payment obligations.



(e) Applicant’s payment obligations under this paragraph 2 are absolute, unconditional and
irrevocable and shall be performed strictly in accordance with the terms of this Agreement under
any and all circumstances whatsoever, including, without limitation: (i) any lack of validity,
enforceability or legal effect of any Credit or this Agreement, or any term or provision therein or
herein; (ii) payment against presentation of any draft, demand or claim for payment under any
Credit or other document presented for purposes of drawing under any Credit (“Drawing Document”)
that does not comply in whole or in part with the terms of the applicable Credit or which proves to
be fraudulent, forged or invalid in any respect or any statement therein being untrue or inaccurate
in any respect, or which is signed, issued or presented by a Person (or a transferee of such
Person) purporting to be a successor or transferee of the beneficiary of such Credit; (iii) Bank or
any of its branches or affiliates being the beneficiary of any Credit; (iv) Bank or any
correspondent honoring a drawing against a Drawing Document up to the amount available under any
Credit even if such Drawing Document claims an amount in excess of the amount available under the
Credit; (v) the existence of any claim, set-off, defense or other right that Applicant or any other
Person may have at any time against any beneficiary, any assignee of proceeds, Bank or any other
Person; (vi) Bank or any correspondent having previously paid against fraudulently signed or
presented Drawing Documents (whether or not Applicant reimbursed Bank for such drawing); and (vii)
any other event, circumstance or conduct whatsoever, whether or not similar to any of the
foregoing, that might, but for this paragraph, constitute a legal or equitable defense to or
discharge of, or provide a right of set-off against, Applicant’s obligations hereunder (whether
against Bank, the beneficiary or any other Person); provided, however, that subject
to paragraph 4 hereof, the foregoing shall not exculpate Bank from such liability to Applicant as
may, be finally, judicially determined in an independent action or proceeding brought
by Applicant against Bank following payment of Applicant’s obligations under this Agreement.
“Person” means any natural Person, corporation, limited liability company, trust, joint venture,
association, company, partnership, governmental authority or other entity.


 


5









 





3. Amendment; Waiver. Bank shall not be deemed to have amended or modified any term hereof, or
waived any of its rights unless Bank consents in writing to such amendment, modification or waiver.
No such waiver, unless expressly stated therein, shall be effective as to any transaction which
occurs subsequent to such waiver, nor as to any continuance of a breach after such waiver. Bank’s
consent to any amendment, waiver, or modification does not mean that Bank shall consent or has
consented to any other or subsequent Instruction to amend, modify, or waive a term of this
Agreement or any Credit.



4. Indemnification; Limitation of Liability. (a) Applicant shall indemnify and hold harmless
Bank, its parent, and correspondents and each of their respective directors, officers, employees
and agents (each, including Bank, an “Indemnified Person”) from and against any and all claims,
suits, judgments, costs, losses, fines, penalties, damages, liabilities, and expenses, including
expert witness fees and legal fees, charges and disbursements of any counsel (including in-house
counsel fees and allocated costs) for any Indemnified Person (“Costs”), arising out of, in
connection with, or as a result of: (i) any Credit or any pre-advice of its issuance; (ii) any
transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by
any Indemnified Person in connection with any Credit; (iii) any action or proceeding arising out of
or in connection with any Credit or this Agreement (whether administrative, judicial or in
connection with arbitration), including any action or proceeding to compel or restrain any
presentation or payment under any Credit, or for the wrongful dishonor of or honoring a
presentation under any Credit; (iv) any independent undertakings issued by the beneficiary of any
Credit; (v) any unauthorized Instruction or error in computer transmission; (vi) an adviser,
confirmer or other nominated person seeking to be reimbursed, indemnified or compensated; (vii) any
third party seeking to enforce the rights of an applicant, beneficiary, nominated person,
transferee, assignee of letter of credit proceeds or holder of an instrument or document; (viii)
the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the
enforcement of this Agreement or any rights or remedies under or in connection with this Agreement
or any Credit; (x) the Bank’s performance of the obligations of a confirming institution or entity
that wrongfully dishonors a confirmation; (xi) Bank dishonoring any presentation upon or during the
continuance of any Event of Default or for which Applicant is unable or unwilling to make any
payment to Bank required under paragraph 2 above; (xii) the acts or omissions, whether rightful or
wrongful, of any present or future de jure or de facto governmental
or regulatory authority or cause or event beyond the control of such Indemnified Person; in each
case, including that resulting from Bank’s own negligence, provided, however, that
such indemnity shall not be available to any Person claiming indemnification under (i) through
(xii) above to the extent that such Costs are found in a final, non-appealable judgment by a court
of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct
of the Indemnified Person claiming indemnity. If and to the extent that the obligations of
Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum
contribution to the Costs permissible under applicable law.



(b) The liability of Bank (or any other Indemnified Person) under, in connection with and/or
arising out of this Agreement or any Credit (or any pre-advice), regardless of the form or legal
grounds of the action or proceeding, shall be limited to any direct damages suffered by Applicant
that are caused directly by Bank’s gross negligence or willful misconduct in (i) honoring a
presentation that does not at least substantially comply with a Credit, (ii) failing to honor a
presentation that strictly complies with a Credit or (iii) retaining Drawing Documents presented
under a Credit. In no event shall Bank be deemed to have failed to act with due diligence or
reasonable care if Bank’s conduct is in accordance with Standard Letter of Credit Practice or in
accordance with this Agreement, including paragraph 4(d) below. Applicant’s aggregate remedies
against Bank and any
Indemnified Person for wrongfully honoring a presentation under any Credit or wrongfully retaining
honored Drawing Documents shall in no event exceed the aggregate amount paid by Applicant to Bank
in respect of the honored presentation in respect of such Credit under paragraph 2 above, plus
interest. Notwithstanding anything to the contrary herein, Bank and the other Indemnified Persons
shall not, under any circumstances whatsoever, be liable for any punitive, consequential, indirect
or special damages or losses regardless of whether Bank or any Indemnified Person shall have been
advised of the possibility thereof



 


6









 






or of the form of action in which such damages or losses may be
claimed. Applicant shall take action to avoid and mitigate the amount of any damages claimed
against Bank or any Indemnified Person, including by enforcing its rights in the underlying
transaction. Any claim by Applicant for damages under or in connection with this Agreement or any
Credit shall be reduced by an amount equal to the sum of (i) the amount saved by Applicant as a
result of the breach or alleged wrongful conduct and (ii) the amount of the loss that would have
been avoided had Applicant mitigated damages. If a Credit is to be governed by a law other than
that of the State of New York, Bank shall not be liable for any Costs resulting from any act or
omission by Bank in accord with the UCP or the ISP, as applicable, and Applicant shall indemnify
Bank for all such Costs. “Standard Letter of Credit Practice” means, for Bank, any domestic or
foreign law or letter of credit practices applicable in the city in which Bank issued the
applicable Credit or for its branch or correspondent, such laws and practices applicable in the
city in which it has advised, confirmed or negotiated such Credit, as the case may be. Such
practices shall be (i) of banks that regularly issue Credits in the particular city and (ii)
required or permitted under the UCP or the ISP, as chosen in the applicable Credit. “ISP” means,
International Standby Practices 1998 (International Chamber of Commerce Publication No.590) and any
subsequent revision thereof adhered to by Bank on the date such Credit is issued. “UCP” means,
Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of
Commerce Publication No.500 and any subsequent revision thereof adhered to by Bank on the date such
Credit is issued.



(c) Without limiting any other provision of this Agreement, Bank and each other Indemnified Person
(if applicable), shall not be responsible to Applicant for, and Bank’s rights and remedies against
Applicant and Applicant’s obligation to reimburse the Bank shall not be impaired by: (i) honor of a
presentation under any Credit which on its face substantially complies with the terms of such
Credit; (ii) honor of a presentation of any Drawing Documents which appear on their face to have
been signed, presented or issued (X) by any purported successor or transferee of any beneficiary or
other party required to sign, present or issue the Drawing Documents or (Y) under a new name of the
beneficiary; (iii) acceptance as a draft of any written or electronic demand or request for payment
under a Credit, even if nonnegotiable or not in the form of a draft, and may disregard any
requirement that such draft, demand or request bear any or adequate reference to the Credit; (iv)
the identity or authority of any presenter or signer of any Drawing Document or the form, accuracy,
genuineness, or legal effect of any presentation under any Credit or of any Drawing Documents; (v)
disregard of any non-documentary conditions stated in any Credit; (vi) acting upon any Instruction
which it, in Good Faith, believes to have been given by a Person or entity authorized to give such
Instruction; (vii) any errors, omissions, interruptions or delays in transmission or delivery of
any message, advice or document (regardless of how sent or transmitted) or for errors in
interpretation of technical terms or in translation; (viii) any delay in giving or failing to give
any notice; (ix) any acts, omissions or fraud by, or the solvency of, any beneficiary, any
nominated Person or any other Person; (x) any breach of contract between the beneficiary and
Applicant or any of the parties to the underlying transaction; (xi) assertion or waiver of any
provision of the UCP or ISP which primarily benefits an issuer of a letter of credit, including,
any requirement that any Drawing Document be presented to it at a particular hour or place; (xii)
payment to any paying or negotiating bank (designated or permitted by the terms of the applicable
Credit) claiming that it rightfully honored or is entitled to reimbursement or indemnity under the
Standard Letter of Credit Practice applicable to it; (xiii) dishonor of any presentation upon or
during any Event of Default or for which Applicant is unable or unwilling to reimburse or indemnify
Bank (provided that Applicant acknowledges that if Bank shall later be required to honor
the
presentation, Applicant shall be liable therefor in accordance with paragraph 2 hereof); and (xiv)
acting or failing to act as required or permitted under Standard Letter of Credit Practice (or in
the case of other independent undertakings or guarantees, the UN Convention) applicable to where
it has issued, confirmed, advised or negotiated such Credit, as the case may be. “Good Faith” means
honesty in fact in the conduct of the transaction concerned. “UN Convention” means the United
Nations Convention on Independent Guarantees and Standby Letters of Credit.


 


7









 





(d) Applicant shall notify Bank of (i) any noncompliance with any Instruction, any other
irregularity with respect to the text of any Credit or any amendment thereto or any claim of an
unauthorized, fraudulent or otherwise improper Instruction, within one (1) Business Day of
Applicant’s receipt of a copy of such Credit or amendment and (ii) any objection Applicant may have
to Bank’s honor or dishonor of any presentation under any Credit or any other action or inaction
taken or proposed to be taken by Bank under or in connection with this Agreement or any Credit,
within three (3) Business Days after Applicant receives notice of the objectionable action or
inaction. The failure to so notify the Bank within said times shall discharge Bank from any loss
or liability that Bank could have avoided or mitigated had it received such notice, to the extent
that Bank could be held liable for damages hereunder; provided, that, if Applicant shall
not provide such notice to Bank within three (3) Business Days of the date of receipt in the case
of clause (i) or ten (10) Business Days from the date of receipt in the case of clause (ii), Bank
shall have no liability whatsoever for such noncompliance, irregularity, action or inaction and
Applicant shall be precluded from raising such noncompliance, irregularity or objection as a
defense or claim against Bank. Applicant’s acceptance or retention of a Drawing Document presented
under or in connection with any Credit (whether or not the document is genuine) or of any Released
Merchandise shall ratify Bank’s honor of the presentation and preclude Applicant from raising a
defense, set-off or claim with respect to Bank’s honor of such Credit. Bank shall not be required
to seek any waiver of discrepancies from Applicant or to grant any waiver of discrepancies which
Applicant approves or requests. “Released Merchandise” means all Property referred to in or
relating to the applicable Credit, released (including pursuant to a forwarders cargo receipt or by
any other means whatsoever) or consigned to Applicant or any Person designated by Applicant in
connection with such Credit or a LOI. “Property” means all property of any kind whatsoever (now
existing or hereafter acquired) including, without limitation, any and all right, title and
interest of Applicant in any goods, equipment, inventory, money, documents, letters of credit,
warehouse receipts, instruments, securities, security entitlements, financial assets, investment
property, precious and base metals, chattel paper, electronic chattel paper, accounts, commercial
tort claims, deposit accounts, general intangibles (including any claims for breach of contract,
breach of warranty claims and any insurance policies and proceeds), letter of credit rights, choses
in action and the proceeds of any and all thereof (including any and all of the aforesaid referred
to in any Credit or the Drawing Documents relating thereto).



(e) Applicant will (i) comply with all foreign and domestic laws, rules and regulations (including
the USA Patriot Act, foreign exchange control regulations, foreign asset control regulations and
other trade-related regulations) now or hereafter applicable to each Credit, the transactions
underlying such Credit or Applicant’s execution, delivery and performance of this Agreement, (ii)
cause all Released Merchandise to be insured against theft, fire and such other risks usually
insured against in connection with the underlying transaction; (iii) permit Bank (or its
representatives) to inspect and audit any Property and Applicant’s books and records with respect
thereto upon reasonable notice; and (iv) to the extent not provided to Bank under other agreements,
upon request, furnish Bank with Applicant’s most recent year-end, quarterly and monthly (if any),
financial statements (as audited) and such other information as Bank shall reasonably request
regarding the financial condition, business or operations of Applicant. Further, the undersigned
acknowledges and agrees to provide the Bank additional information, records, and documentation as
requested by Bank, pursuant to the Bank’s programs enacted to comply with Section 326 of the USA
Patriot Act, the applicable regulations promulgated
thereunder, and the Bank’s Customer Identification Program and authorizes Bank to verify
information as per the USA Patriot Act Regulation.



(f) Applicant acknowledges that this Agreement and each Credit is entered into (or will be entered
into) for commercial purposes. To the extent that Applicant may now or hereafter be entitled, in
any jurisdiction in which judicial proceedings may at any time be commenced with respect to this
Agreement or any Credit, to claim for itself or its revenues or properties any immunity from the
jurisdiction of any court or from legal process (whether from service or notice, attachment prior
to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and
to the extent that in any such jurisdiction there may be attributed to the Applicant any such
immunity (whether or not claimed), Applicant hereby irrevocably agrees not to claim, and hereby
waives, such immunity in respect of its obligations under this Agreement or any Credit.


 


8









 





5. Representations and Warranties. Applicant hereby represents and warrants as of the date of
this Agreement (and with each Instruction for the issuance of a Credit represents and warrants as
of the date of the Instruction) that: (a) it has all necessary power and authority to enter into
and perform this Agreement; (b) it has obtained all authorizations, consents and approvals required
for it to enter into and perform this Agreement in accordance with its terms; (c) this Agreement
constitutes the legal, valid and binding obligation of Applicant, enforceable against it in
accordance with its terms; (d) the execution, delivery and performance of this Agreement by
Applicant does not and will not contravene (i) its charter, by-laws or other organizational
documents, (ii) any order or writ binding on or affecting Applicant or its properties, or (iii) any
agreement or arrangement to which Applicant is a party or by which it or its properties may
otherwise be bound, the contravention of which agreement or arrangement would have a material
adverse effect on Applicant; (e) the financial statements most recently furnished to Bank by
Applicant fairly present the financial condition of Applicant in accordance with generally accepted
accounting principles, and there has been no material adverse change in Applicant’s business,
condition (financial or otherwise) or results of operation since the date of Applicant’s most
recent annual financial statements; (f) no information now or hereafter furnished by Applicant to
Bank in connection with this Agreement or any Credit is or shall be materially false or misleading
when furnished; (g) there is no pending or threatened action which may materially adversely affect
its financial condition or business or which purports to affect the validity or enforceability of
this Agreement, any Credit or any transaction related to any Credit; and (h) Applicant is acting
for itself and for no other Person or entity in requesting issuance of each Credit.



6. Pledge and Assignment of Security. (a) As security for the payment and performance of all
obligations and liabilities of Applicant to Bank in respect of any and all Credits issued hereunder
(if any) and under this Agreement, whether matured or unmatured, absolute or contingent, now
existing or hereafter incurred (“Obligations”), Applicant hereby grants to Bank a continuing lien
and security interest in, and pledges and assigns to Bank all of Applicant’s present and future
right, title and interest in, to and under all of the following property (whether now existing or
hereafter created or acquired): (i) the balance of all deposit accounts and all securities accounts
with any office of Bank wherever located, (“Deposit Accounts” and “Securities Accounts”, as the
case may be), and any other claims of Applicant against Bank; (ii) all Property which has been or
at any time shall be delivered to or otherwise come into the possession, custody or control of any
office of Bank or any correspondent (which shall be deemed a collateral agent or a bailee of Bank
for the purpose of perfecting a security interest in the Property) for any purpose, whether or not
for the express purpose of being used by any such entity as collateral security or for safekeeping,
custody, pledge, transmission or otherwise; (iii) all Property received or receivable by Bank or
its correspondents under or in connection with each Credit; (iv) all Property received or
receivable by Applicant in connection with the transaction underlying each Credit; (v) all present
and future claims and rights of Applicant against any beneficiary of any Credit arising in
connection with such
Credit or the transaction underlying such Credit; and (vi) all products and proceeds of the
foregoing (collectively, the “Collateral”).



(b) Applicant shall hold all payments of the Obligations and all proceeds of Collateral in trust
for Bank. Bank shall be deemed to have possession, custody or control of all Collateral actually in
transit to or set apart for it (or any of its agents, correspondents or others acting in its
behalf), it being understood that the receipt at any time by Applicant (or any of its agents,
correspondents, or others acting in its behalf), of Collateral of whatever nature, including cash,
shall not be deemed a waiver of any of Bank’s rights or powers.


 


9









 





(c) If at any time there shall occur and be continuing (i) any Event of Default, (ii) any material
adverse change in the condition (financial or otherwise), business, operations or prospects of
Applicant or any Person that has guaranteed or provided credit support for all or part of the
Obligations (“Guarantor”), (iii) any action for a temporary restraining order, preliminary or
permanent injunction, beneficiary wrongful dishonor action or the issuance or commencement of any
similar order, action or event in connection with any Credit or any Drawing Document or this
Agreement, which order, action or event may apply, directly or indirectly, to Bank or which
otherwise threatens to extend or increase Bank’s contingent liability beyond the time, amount or
other limit provided in such Credit or this Agreement; or (iv) any other event or condition which
provides a basis for Bank in good faith to deem itself insecure, then, Applicant shall, upon Bank’s
demand, deliver to Bank, as additional security for the Obligations, cash in an amount required by
Bank.



(d) Bank is authorized to file financing statements, naming Applicant as debtor and Bank as secured
party, with respect to any or all of the Collateral hereunder. Bank is authorized to take any
action necessary to protect its rights in the Collateral, including but not limited to issuing a
LOI for Applicant’s account to induce delivery of goods underlying any commercial Credit.
Applicant will, at its own expense upon request by Bank from time to time, sign any other
instrument or document (including any security agreement, or control agreement) and take any other
action Bank may reasonably deem necessary or desirable to preserve, perfect, protect or maintain
the Collateral and the priority of Bank’s security interest therein and to realize upon Bank’s
rights and remedies as a secured party. For the avoidance of doubt and not in limitation of the
rights of Bank under Sections 9-104(a)(1), 9-106(a) and 8-106(e) of the Code as adopted by the
State of New York, Applicant and Bank (acting as a bank with respect to all Deposit Accounts and as
a securities intermediary with respect to all Securities Accounts) agree that Bank may direct
disposition of the funds in any Deposit Account and may issue and follow its own entitlement orders
with respect to any Securities Account, in either case without the consent of Applicant.



(e) To the extent Bank honors a presentation for which Bank remains unpaid, Bank may assert rights
of Applicant and Applicant shall cooperate with Bank in its assertion of Applicant’s rights against
the beneficiary, the beneficiary’s rights against Applicant and any other rights that Bank may have
by subordination, subrogation, reimbursement, indemnity or assignment.



(f) If Bank shall agree to honor (accept) Drawing Documents under a Credit on a time draft or
deferred payment basis, Applicant shall not take possession of the Drawing Documents or the
underlying Property except for the purpose of loading, unloading, storing, shipping, transshipping,
manufacturing, processing or otherwise dealing with such Property in a manner preliminary to its
sale or exchange. An Instruction to release any such Drawing Document or Property shall be deemed a
representation by Applicant to Bank that Applicant seeks such release for one of said purposes. In
each such case, Applicant immediately shall apply the sale proceeds of such Property to the
Obligations relating to the applicable Credit.



7. Events of Default; Obligations Due; Remedies. (a) Each of the following shall be an “Event of
Default” under this Agreement: (i) Applicant shall fail to pay any sum payable upon or in respect
of any of the Obligations when due; (ii) Applicant shall fail to perform any agreement contained
herein; (iii) Applicant or any Guarantor shall fail to pay any taxes when due and such taxes shall
not be contested in good faith or the amount thereof reserved for in accordance with GAAP; (iv)
there shall be commenced against Applicant or any Guarantor any proceeding for enforcement of a
money judgment, which proceeding shall not have been stayed within ten (10) Business Days; (v) any
statement made, or any information, report or Instruction furnished by or for Applicant to Bank
contains any misstatement of a material fact or omits to state a material fact or any fact
necessary to make any statement contained therein not materially misleading; (vi) the dissolution,
termination or, if an individual, death of Applicant or a Guarantor; (vii) any indebtedness,
obligation and/or liability of Applicant or a Guarantor to any Person, including but not limited to
Bank, shall not be paid or performed when



 


10









 






due or any event or condition shall occur that shall
result in any indebtedness, obligation or liability becoming due prior to its scheduled maturity or
settlement date or permits (with or without the giving of notice, the lapse of time or both) the
holder of such indebtedness or obligee to cause such indebtedness, obligation or liability to
become due, or to require the prepayment, repurchase, redemption or defeasance thereof prior to its
scheduled maturity or settlement date; (viii) any Person shall contest the validity or
enforceability of any guaranty supporting the Obligations; (ix) Applicant or any Guarantor shall
become insolvent (however such insolvency may be evidenced or defined) or generally not be able to
pay its debts as they become due, shall make a general assignment for the benefit of creditors, or
shall suspend the transaction of its usual business or be expelled or suspended from any exchange,
or if an application is made by any judgment creditor of Applicant or a Guarantor for any order
directing Bank to pay over money or to deliver other property, or a petition in bankruptcy shall be
filed by or against Applicant or a Guarantor or any proceeding shall be instituted by or against
Applicant or a Guarantor for any relief under any bankruptcy or insolvency laws or any law relating
to the relief of debtors, readjustment of indebtedness, reorganization, composition or extensions
or if any governmental authority or any court at the instance of any governmental authority shall
take possession of any substantial part of the property of Applicant or any Guarantor or shall
assume control over the affairs or operations of Applicant or any Guarantor, or if a receiver or
custodian shall be appointed for, or a writ or order of attachment or garnishment shall be issued
or made against, any of the property or assets of Applicant or a Guarantor or Applicant or a
Guarantor shall indicate that any of the foregoing has occurred or will occur; or (x) there shall
occur in one or a series of transactions (A) the sale or transfer of, or the creation or assertion
of a lien over, a substantial portion of the assets of Applicant or of any Guarantor, (B) any
transaction or event which results in the reduction in shareholder’s equity (or partnership
capital, net worth or similar equivalent term) of the Applicant or any Guarantor of 50% or more
(measured against such equity as of the date hereof), (C) an acquisition, directly or indirectly,
of the power to direct or cause the direction of the management or policies of Applicant (or any
Guarantor), whether by means of contract, voting power or otherwise, or (D) the merger or
consolidation of Applicant or any Guarantor.



(b) Upon an Event of Default, all of the Obligations shall be immediately due and payable without
notice or demand (whether or not a drawing or claim had in fact been made or paid) and Bank may, in
addition to all other rights and remedies it may have at law or in equity, (i) exercise any
remedies of a secured party under applicable law, including under the Code, (ii) charge, debit
and/or set-off against any general or special account of Applicant maintained at any office of Bank
(whether matured or unmatured) for the amount of the Obligations, (iii) amend or terminate, or
transfer drawing rights or cure one or more discrepancies under, any Credit, and/or (iv) make
payment in satisfaction of the Obligations or hold all amounts, proceeds and Collateral as security
for each Credit and any
LOI’s. Upon an Event of Default, Applicant shall assemble all Collateral and make it available to
Bank at a place designated by Bank which is reasonably convenient to Bank and Applicant, and Bank
shall be authorized to liquidate or sell immediately, without demand for payment, advertisement or
notice to Applicant, all of which are hereby expressly waived (except such notice as is required by
applicable law and cannot be waived, in which event such notice shall be deemed proper if mailed at
least five Business Days before disposition or other action) any and all Collateral (whether
received pursuant to paragraph 6(c) hereof or otherwise) at private sale or at public auction or at
brokers’ board or upon any exchange or otherwise, at Bank’s option, in such parcels and at such
time and at such place and at such price and upon such terms and conditions as Bank may deem
proper, and to apply the net proceeds of such sale or sales, together with any balance of deposits
and any sums credited by or due from Bank to Applicant in general account or otherwise, to the
payment of any and all of the Obligations, all without prejudice to the rights of Bank against
Applicant with respect to any and all amounts which may be or remain unpaid and if any such sale be
at broker’s board or public auction or upon any exchange Bank may itself be a purchaser at such
sale, free from any right of redemption, which Applicant hereby expressly waives and releases.


 


11









 





8. Continuing Rights and Obligations. Bank’s rights and liens hereunder shall continue
unimpaired, and Applicant shall be and remain obligated in accordance with the terms and provisions
hereof, notwithstanding the release and/or substitution of any Property which may be held as
security hereunder at any time, or of any rights or interest therein. Applicant waives any defense
whatsoever which might constitute a defense available to, or discharge of, a surety or a guarantor.
If more than one Person signs this Agreement or an Application hereunder, each of them shall be
jointly and severally liable hereunder and thereunder and all the terms and provisions regarding
liabilities, obligations and Property of such Persons shall apply to any liabilities, obligations
and Property of any and all of them.



9. Electronic Transmissions. Bank is authorized to accept and process any Application and any
amendments, transfers, assignments of proceeds, Instructions, consents, waivers and all documents
relating to the Credit or the Application which are sent to Bank by electronic transmission,
including SWIFT, electronic mail, telex, telecopy, telefax, courier, mail or other computer
generated telecommunications and such electronic communication shall have the same legal effect as
if written and shall be binding upon and enforceable against the Applicant. Bank may, but shall
not be obligated to, require authentication of such electronic transmission or that Bank receives
original documents prior to acting on such electronic transmission. If it is a condition of the
Credit that payment may be made upon receipt by Bank of an electronic transmission advising
negotiation, Applicant hereby agrees to reimburse Bank on demand for the amount indicated in such
electronic transmission advice, and further agrees to hold Bank harmless if the documents fail to
arrive, or if, upon the arrival of the documents, Bank should determine that the documents do not
comply with the terms and conditions of the Credit.



10. Jurisdiction; Waiver of Jury Trial. (a) Applicant submits to the nonexclusive jurisdiction of
any state or federal court located in the Borough of Manhattan, City of New York, State of New
York, for itself and its Property and agrees that any such court shall be a proper forum for any
action or suit brought by Bank. Service of process in any legal action or proceeding arising out
of or in connection with this Agreement, any Instruction or any Credit may be made upon Applicant
by mailing a copy of the summons to Applicant either at the address set forth in the applicable
Application or at Applicant’s last address appearing in Bank’s records. In addition, if
Applicant is organized or incorporated in a jurisdiction outside the United States of America,
Applicant designates the CT Corporation located at 111 8th Avenue, New York, New York
10011 as the true and lawful agent and attorney-in-fact of Applicant for receipt of the summons,
writs and notices in connection with any such action or suit.



(b) No legal action or proceeding arising out of or in connection with this Agreement, any
Instruction or any Credit may be brought by Applicant against Bank (i) except in a state or federal
court located in the Borough of Manhattan, City of New York, State of New York and (ii) unless
commenced within one (1) year after (X) the expiration date of the applicable Credit or (Y) the
alleged breach shall have purportedly occurred, whichever is earlier.



(c) APPLICANT WAIVES (I) THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION OR PROCEEDING
IN WHICH BANK AND APPLICANT ARE PARTIES (WHETHER OR NOT THE ONLY PARTIES) ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, ANY INSTRUCTION OR ANY CREDIT AND (II) THE RIGHT TO INTERPOSE ANY
CLAIM, SETOFF OR COUNTERCLAIM OF ANY NATURE OR DESCRIPTION.


 


12









 





11. Applicable Law; Severability. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York, without regard to principles of conflict of laws. The UCP
and the ISP are incorporated by reference into this Agreement and are evidence of Standard Letter
of Credit Practice with respect to matters covered therein provided, however, that
to the extent permitted by applicable law, this Agreement shall prevail in case of a conflict
between this Agreement, the Uniform Commercial Code (the “Code”), and/or Standard Letter of Credit
Practice and the UCP shall prevail in case of conflict between the UCP and the Code or other
Standard Letter of Credit Practice if the Credit is a standby Credit governed by the UCP, and the
ISP shall prevail in case of a conflict between the ISP and the Code and other Standard Letter of
Credit Practice if the Credit is a standby Credit governed by the ISP. Any provisions of this
Agreement which may be determined by competent authority to be prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction. To the extent permitted by applicable law, Applicant hereby waives any
provision of law, which prohibits or renders unenforceable any provision of this Agreement.



12. No Third Party Benefits; Successor; Assignment; Integration; Delivery by Facsimile; Notices.
This Agreement shall be binding upon and inure to the benefit of Bank and Applicant and their
respective successors and permitted assigns. This Agreement shall not confer any right or benefit
upon any Person other than the parties to this Agreement, the Indemnified Persons and their
respective successors and permitted assigns. Bank may assign or sell participations in all or any
part of any Credit or this Agreement to another entity and Bank may disseminate credit information
relating to the Applicant in connection with any proposed participation. Applicant may not assign
this Agreement without the prior written consent of Bank. This Agreement may be signed and
delivered by facsimile transmission. Notices to Bank shall be sent to the address of Bank as set
forth on the Application and shall be delivered by hand, overnight courier or certified mail,
return receipt requested. Notices to Applicant shall be sent to the address set forth below the
signature line hereto. THIS AGREEMENT CONSTITUTES THE ENTIRE CONTRACT AND FINAL AGREEMENT AMONG
THE PARTIES RELATING TO THE SUBJECT MATTER AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES



13. Continuing Agreement. This Agreement is a continuing agreement and may not be terminated by
Applicant except upon (i) thirty (30) days’ prior written notice of such termination by Applicant
to Bank at the
address of Bank set forth on the most recent Credit issued hereunder, (ii) payment of all
Obligations and (iii) the expiration or cancellation of all Credits issued hereunder.
Notwithstanding the foregoing sentence, if a Credit is issued in favor of a sovereign or commercial
entity, which is to issue a guarantee or undertaking on Applicant’s behalf in connection therewith,
or is issued as support for such a guarantee, the Applicant shall remain liable with respect to
such Credit until Bank is fully released in writing by such entity.



14. Limitation of Interest and Other Charges. Applicant and Bank intend to conform strictly to
the applicable usury laws, if any, now or hereafter in force with respect to this Agreement. To
such end: the aggregate of all interest and other charges constituting interest under such
applicable usury laws and contracted for, chargeable or receivable under this Agreement shall never
exceed the maximum amount of interest, nor produce a rate in excess of the maximum contract rate of
interest, that Bank is authorized to charge Applicant under such applicable usury laws.



15. MISCELLANEOUS.




Installments. If the Credit is issued subject to UCP 500, unless otherwise agreed, in the event
that any installment of the Credit is not drawn within the period allowed for that installment, the
Credit will continue to be available for any subsequent installments notwithstanding UCP Article
41.


 


13









 





Auto Extend Notice. If the credit provides for automatic extension without amendment, Applicant
agrees that it will notify Bank in writing at least sixty (60) days prior to the last day specified
in the Credit by which Bank must give notice of nonextension as to whether or not it wishes the
Credit to be extended. Any decision to extend or not extend the Credit shall be in Bank’s sole
discretion and judgment. Applicant hereby acknowledges that in the event Bank notifies the
beneficiary of the Credit that it has elected not to extend the Credit and the beneficiary draws on
the Credit after receiving the notice of non-extension, Applicant acknowledges and agrees that
Applicant shall have no claim or cause of action against Bank or defense against payment under the
agreement for Bank’s discretionary decision to extend or not extend the Credit.



Pending Expiry Notice. If a Credit’s terms and conditions provide that Bank give beneficiary a
notice of pending expiration, Applicant agrees that it will notify Bank in writing at least sixty
(60) days prior to the last day specified in the Credit by which Bank must give such notice of the
pending expiration date. In the event Applicant fails to so notify Bank and the Credit is extended,
Applicant’s Obligations under this Agreement shall continue in effect and be binding on Applicant
with regard to the Credit as so extended.



THE UNDERSIGNED HEREBY AGREES TO ALL THE TERMS AND CONDITIONS SET FORTH IN THE AGREEMENT, ALL OF
WHICH HAVE BEEN READ AND UNDERSTOOD BY THE UNDERSIGNED.




 


(Applicant/Obligor)



 


(Authorized Signature/Title)



 


(Phone)



 



(Fax)



 


(Date)





Without limiting the terms above, you are authorized to debit our account no.




with JPMorgan Chase Bank, N.A. for the amount of each drawing and/or your commissions and
charges.



THE FOLLOWING IS TO BE EXECUTED IF THE CREDIT IS TO BE ISSUED FOR THE ACCOUNT OF A PERSON OTHER
THAN THE PERSON SIGNING ABOVE:



AUTHORIZATION AND AGREEMENT OF ADDITIONAL PARTY NAMED AS ACCOUNT PARTY



To: THE ISSUER OF THE CREDIT



We join in this Application, naming us as Account Party, for the issuance of the Credit and, in
consideration thereof, we irrevocably agree (i) that the above Applicant has sole right to give
instructions and make agreements with respect to this Application, the Agreement, the Credit and
the disposition of documents, and


 


14









 





we have no right or claim against you, any of your affiliates or subsidiaries, or any correspondent in respect
of any matter arising in connection with any of the foregoing and (ii) to be bound by the Agreement and all
obligations of the Applicant thereunder as if we were a party thereto. The Applicant is authorized to assign or
transfer to you all or any part of any security held by the Applicant for our obligations arising in connection with this
transaction and, upon any such assignment or transfer, you shall be vested with all powers and rights in respect of the
security transferred or assigned to you and you may enforce your rights under the Agreement against us or our Property
in accordance with the terms hereof.


 


(Account Party)



 


(Authorized Signature/Title)



 


(Phone)



 


(Fax)



 


(Date)





 


15











 




Appendix A

To the Application and Agreement for Irrevocable Standby Letter of Credit

(To be completed by Account Party/Applicant/Correspondent Bank)




This Appendix will remain in effect until further notice in writing is received by the JPMorgan
Chase Bank, N.A. from the Account Party/Applicant/Correspondent Bank. Changes to this Appendix
require a new Appendix A to be executed and delivered to JPMorgan Chase Bank, N.A.




	A)	 	In the event JPMorgan Chase Bank, N.A. issues or amends a Standby Letter of Credit
(“Credit”), any one of the following individual(s) shall be authorized to sign on the behalf
of:






	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	(Print Name of Account Party/Applicant/Correspondent Bank)
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	(Printed Name)

	 	(Title)
	 	(Authorized Signature)
	 	(Date)
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	(Printed Name)

	 	(Title)
	 	(Authorized Signature)
	 	(Date)







	B)	 	In regards to Standby Letters of Credit (“Credit”), JPMorgan Chase Bank, N.A. may accept and
rely on instructions including without limitation, (a) waiving of discrepancies, (b)
mailings/returning documents, (c) changing Credit terms and conditions prior to issuance, and
amendments to Credits which do not extend, increase or change the tenor of the draft(s)
transmitted by the following authorized representatives of:






	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	(Print Name of Account Party/Applicant/Correspondent Bank)
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	(Printed Name)

	 	(Title)
	 	(Authorized Signature)
	 	(Date)
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	(Printed Name)

	 	(Title)
	 	(Authorized Signature)
	 	(Date)
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	(Printed Name)

	 	(Title)
	 	(Authorized Signature)
	 	(Date)






Exhibits to

Letter of Credit and Term Loan Agreement

(Five Year Series B)



 


 









 






	C)	 	Signature Verification (To be completed by “Bank”):

	 
	 	 	The above individual(s) is/are authorized to execute and sign applications, amendments and
instructions on behalf of the Account Party/Applicant/Correspondent Bank.






	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	(Print Relationship Manager “RM” Name)

	 	(“RM” Title)
	 	(“RM” Authorized Signature)
	 	(Date)





Exhibits to

Letter of Credit and Term Loan Agreement

(Five Year Series B)




 


 









 





EXHIBIT I




FORM OF

MONEY MARKET ACCOUNT AGREEMENT




[See attachment hereto]




Exhibits to

Letter of Credit and Term Loan Agreement

(Five Year Series B)




 


 









 





BANK OF AMERICA, N.A.




MONEY MARKET ACCOUNT AGREEMENT




			
	Account No. 386635
	 	November 6, 2006







	 	1.	 	The amount deposited in this Bank of America, N.A. (“Bank”), Money
Market Account (the “Account”) by Bank of America, N.A., as Administrative Agent
under the Letter of Credit and Term Loan Agreement (the “Credit Agreement”) dated
as of November 6, 2006 (“Depositor”), on November 6, 2006 (“Initial Deposit Date”)
is One Hundred Million Dollars ($100,000,000.00). The Bank will designate the
Account on its official records as the “Bank of America NA as Agent
ChicagoBridge&Iron CLN2-$100MM”.

	 
	 	2.	 	The Account shall bear interest during each Interest Period (as defined
below) at an interest rate per annum equal to the LIBO Rate (as defined below)
minus ten (10) basis points until the Account balance is reduced to zero ($0) (the
“Closure Date”). The Bank will accrue interest on the closing balance of the
Account daily on the basis of a 360-day year.

	 
	 	 	 	“Interest Period” means (a) the period commencing on the Initial Deposit
Date and ending on January 8, 2007 (the “Initial Interest Period”), and (b) each
three month period thereafter commencing on the last day of the immediately
preceding Interest Period and ending on the date three months thereafter;
provided that:







(i) any Interest Period that would otherwise end on a day that is not a Business Day
shall be extended to the next succeeding Business Day unless such Business Day falls
in another calendar month, in which case such Interest Period shall end on the next
preceding Business Day;




(ii) any Interest Period that begins on the last Business Day of a calendar month
(or on a day for which there is no numerically corresponding day in the calendar
month at the end of such Interest Period) shall end on the last Business Day of the
calendar month at the end of such Interest Period; and


 


1









 






(iii) notwithstanding clauses (i) and (ii) above, the final Interest Period shall be
the period commencing on the last day of the immediately preceding Interest Period
and ending on the Closure Date (the “Final Interest Period”).




“LIBO Rate” means (i) for any Interest Period other than the Initial
Interest Period and the Final Interest Period:




(a) the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA
LIBOR”), as published by Reuters (or other commercially available source
providing quotations of BBA LIBOR as designated by the Bank from time to time) at
approximately 11:00 a.m. (London time) two Business Days prior to the commencement
of such Interest Period, for Dollar deposits (for delivery on the first day of such
Interest Period) with a term equivalent to such Interest Period, or




(b) if such rate is not available at such time for any reason, the rate per annum
determined by the Bank as the rate of interest at which deposits in Dollars for
delivery on the first day of such Interest Period in same day funds in the
approximate amount of the Account balance, being made or continued and with a term
equivalent to such Interest Period would be offered by the Bank’s London Branch to
major banks in the London interbank eurodollar market at their request at
approximately 11:00 a.m. (London time) two Business Days prior to the first day of
such Interest Period, and




(ii) for the Initial Interest Period and the Final Interest Period, the rate per
annum determined by the Bank as provided in clause (a) or (b) above, as applicable,
based upon the assumption at the date of determination that such Interest Period
will end on the date three months after the start thereof (taking into account the
conventions set forth in clauses (i) and (ii) in the definition of “Interest Period”
above).




“Business Day” means any day other than a Saturday, Sunday or other day on
which commercial banks in Charlotte, North Carolina or the state where the
Administrative Agent’s Office (as defined in the Credit Agreement) is located, are
authorized to close under applicable law or are in fact closed and any such day on
which dealings in Dollar deposits are conducted by and between banks in the London
interbank eurodollar market.




“Dollar”, “Dollars” and “$” mean lawful money of the United
States of America.




	 	3.	 	The Bank agrees to pay interest quarterly in arrears on the first
Business Day following the end of each Interest Period to the bank account
designated in writing by the Depositor.

	 
	 	4.	 	The Bank reserves the right to require the Depositor to give seven
days’ advance written notice of any withdrawal or transfer from the Account.






Money Market Agreement to the 5 Year Series B

Letter of Credit and Term Loan Agreement



 


2









 











	 	5.	 	The Depositor may make up to six withdrawals or transfers from the
Account by telephone during each calendar month. During each calendar month the
Depositor also may make transfers from the Account to another account of the
Depositor at the Bank or withdrawals (i.e., payments directly to the Depositor)
when such transfers or withdrawals are made by written request of the Depositor
mailed or delivered by messenger or made in person to the Bank.

	 
	 	6.	 	For each permitted withdrawal or transfer from the Account, the Bank
will pay to the Depositor the amount requested up to the amount of the balance of
the Account. Any accrued interest on such amount from and including the
immediately preceding quarterly interest payment date to but not including the
relevant withdrawal or transfer date will be paid by the Bank to the Depositor on
the next quarterly interest payment date or the Closure Date, as the case may be.

	 
	 	7.	 	The Bank represents that (a) this Account creates a debtor-creditor
relationship between the Bank and the Depositor, (b) it treats the amount deposited
in the Account as a deposit liability on its balance sheet, (c) the terms on which
the Account is made available are substantially similar to terms made available to
other institutional Bank customers for deposit accounts of the same type, and (d)
it classifies the Account as a “savings account” under Regulation D of the Board of
Governors of the Federal Reserve System.






(remainder of page intentionally left blank)



Money Market Agreement to the 5 Year Series B

Letter of Credit and Term Loan Agreement


 


3









 








	 	8.	 	The Bank agrees not to close the Account until the Closure Date.






	 	 	 	 	 
	BANK OF AMERICA, N.A.



“Bank”

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 



 


4









 






Accepted and Agreed:



BANK OF AMERICA, N.A., as Administrative Agent under the Letter of Credit and Term Loan
Agreement dated as of November 6, 2006



	 	 	 	 	 
	“Depositor”

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 



 


 









 





	 	 	 	 	 



EXHIBIT J




FORM OF

PARENT GUARANTY




[See attachment hereto]



 


 









 





PARENT GUARANTY





This PARENT GUARANTY is entered into as of November 6, 2006 by Chicago Bridge & Iron Company
N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of the
Netherlands (“Guarantor”), in favor of and for the benefit of BANK OF AMERICA, N.A., as agent for
and representative of (in such capacity herein called “Guarantied Party”) the financial
institutions (“Lenders”) party to the Credit Agreement referred to below, and in favor of and for
the benefit of the other Beneficiaries (as hereinafter defined).



RECITALS




A. Guarantor, and Chicago Bridge & Iron Company (Delaware), a Delaware corporation, CBI
Services, Inc., a Delaware corporation, CB&I Constructors, Inc., a Texas corporation, and CB&I
Tyler Company, a Delaware corporation (each of the foregoing being a wholly-owned Subsidiary of
Guarantor and hereinafter referred to individually as a “Co-Obligor” and collectively the
“Co-Obligors”), Bank of America, N.A., and JPMorgan Chase Bank, N.A., as issuers of letters of
credit (each an “L/C Issuer” and collectively, the “L/C Issuers”), the Lenders, and Guarantied
Party, as Administrative Agent for Lenders are party to that certain Letter of Credit and Term Loan
Agreement dated as of November 6, 2006 (said Credit Agreement, as it may hereafter be amended,
supplemented or otherwise modified from time to time, being the “Credit Agreement”; capitalized
terms defined therein and not otherwise defined herein being used herein as therein defined).



B. Guarantied Party, L/C Issuers and Lenders are sometimes referred to herein as
“Beneficiaries”.



C. Each Co-Obligor is a wholly-owned Subsidiary of Guarantor and thus the Guarantied
Obligations (as hereinafter defined) will inure to the benefit of Guarantor (which benefits are
hereby acknowledged).



D. It is a condition precedent to the funding of Credit-Linked Deposits and the making of the
initial Credit Extensions under the Credit Agreement that the Obligations of the Co-Obligors (as
hereinafter defined) be guarantied by Guarantor.




E. Guarantor is willing irrevocably and unconditionally to guaranty such Obligations.



1. Guaranty. (a) In order to induce Lenders, L/C Issuers and Guarantied Party to enter into
the Credit Agreement, to fund Credit-Linked Deposits and to make Credits, Advances, Term Loans and
other extensions of credit thereunder, Guarantor irrevocably and unconditionally guaranties, as
primary obligor and not merely as surety, the due and punctual payment in full of all Guarantied
Obligations (as hereinafter defined) when the same shall become due (after giving effect to
applicable grace periods), whether at stated maturity, by acceleration, demand or otherwise
(including amounts that would become due but for the operation of the automatic stay under Section
362(a) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect,
or any successor statute). The term “Guarantied Obligations” is used herein in its most
comprehensive sense and includes any and



 


 









 






all Obligations of the Co-Obligors, now or hereafter made, incurred or created, whether
absolute or contingent, liquidated or unliquidated, and however arising under or in connection with
the Credit Agreement, this Guaranty and the other Credit Documents, including those arising under
successive borrowing transactions under the Credit Agreement which shall either continue the
Obligations of the Co-Obligors or from time to time renew them after they have been satisfied.
“Obligations” means all obligations of every nature of the Co-Obligors from time to time owed to
Administrative Agent, L/C Issuers, Lenders or any of them under the Credit Documents, whether for
principal, interest, reimbursement of amounts drawn under Credits, fees, expenses, indemnification
or otherwise. The Guarantied Party may require that any payments due under this Guaranty shall be
made in the United States.



Any interest on any portion of the Guarantied Obligations that accrues after the commencement
of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership,
reorganization, liquidation or arrangement of the Co-Obligors (or, if interest on any portion of
the Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of
said proceeding, such interest as would have accrued on such portion of the Guarantied Obligations
if said proceeding had not been commenced) shall be included in the Guarantied Obligations because
it is the intention of Guarantor and Guarantied Party that the Guarantied Obligations should be
determined without regard to any rule of law or order that may relieve the Co-Obligors of any
portion of such Guarantied Obligations.



In the event that all or any portion of the Guarantied Obligations is paid by the Co-Obligors,
the obligations of Guarantor hereunder shall continue and remain in full force and effect or be
reinstated, as the case may be, in the event that all or any part of such payment(s) is rescinded
or recovered directly or indirectly from Guarantied Party or any other Beneficiary as a preference,
fraudulent transfer or otherwise, and any such payments that are so rescinded or recovered shall
constitute Guarantied Obligations.



Subject to the other provisions of this Section 1, upon the failure of the Co-Obligors to pay
any of the Guarantied Obligations when and as the same shall become due (and after expiration of
any applicable grace period), Guarantor will upon demand pay, or cause to be paid, in cash, to
Guarantied Party for the ratable benefit of Beneficiaries, an amount equal to the aggregate of the
unpaid Guarantied Obligations. Nothing in this Guaranty shall or is intended to permit a demand
hereunder prior to the date on which payment is due under the Credit Agreement and all applicable
grace and cure periods have expired.



(b) Anything contained in this Guaranty to the contrary notwithstanding, the obligations of
Guarantor under this Guaranty and the other Credit Documents shall be limited to a maximum
aggregate amount equal to the largest amount that would not render its obligations hereunder
subject to avoidance as a fraudulent transfer or conveyance under any fraudulent conveyance or
insolvency laws in the United States or The Netherlands (collectively, the “Fraudulent Transfer
Laws”), in each case after giving effect to all other liabilities of Guarantor, contingent or
otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however,
any liabilities of Guarantor (x) in respect of intercompany indebtedness to the Co-Obligors or
other affiliates of Company or the Co-Obligors to the extent that such indebtedness would be
discharged in an amount equal to the amount paid by Guarantor hereunder and (y) under any guaranty
of subordinated indebtedness which guaranty contains a



 


 









 






limitation as to maximum amount similar to that set forth in this Section 1(b), pursuant to
which the liability of Guarantor hereunder is included in the liabilities taken into account in
determining such maximum amount) and after giving effect as assets to the value (as determined
under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation,
reimbursement, indemnification or contribution of Guarantor pursuant to applicable law or pursuant
to the terms of any agreement.



(c) Guarantor under this Guaranty, and each guarantor under other guaranties, if any, relating
to the Credit Agreement (the “Related Guaranties”) that contain a contribution provision similar to
that set forth in this Section 1(c), together desire to allocate among themselves (collectively,
the “Contributing Guarantors”), in a fair and equitable manner, their obligations arising under
this Guaranty and the Related Guaranties. Accordingly, in the event any payment or distribution is
made on any date by Guarantor under this Guaranty or a guarantor under a Related Guaranty,
Guarantor or such other guarantor shall be entitled to a contribution from each of the other
Contributing Guarantors in the maximum amount permitted by law so as to maximize the aggregate
amount of the Guarantied Obligations paid to Beneficiaries.



2. Guaranty Absolute; Continuing Guaranty. The obligations of Guarantor hereunder are
irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance
which constitutes a legal or equitable discharge of a guarantor or surety other than payment in
full of the Guarantied Obligations. In furtherance of the foregoing and without limiting the
generality thereof, Guarantor agrees that: (a) this Guaranty is a guaranty of payment when due and
not of collectibility; (b) Guarantied Party may enforce this Guaranty upon the occurrence and
during the continuance of an Event of Default under the Credit Agreement notwithstanding the
existence of any dispute between the Co-Obligors and any Beneficiary with respect to the existence
of such event; (c) the obligations of Guarantor hereunder are independent of the obligations of the
Co-Obligors under the Credit Documents and the obligations of any other guarantor of the
obligations of the Co-Obligors and a separate action or actions may be brought and prosecuted
against Guarantor whether or not any action is brought against the Co-Obligors or any of such other
guarantors and whether or not any Co-Obligor is joined in any such action or actions; and (d)
Guarantor’s payment of a portion, but not all, of the Guarantied Obligations shall in no way limit,
affect, modify or abridge Guarantor’s liability for any portion of the Guarantied Obligations that
has not been paid. This Guaranty is a continuing guaranty and shall be binding upon Guarantor and
its successors and assigns, and Guarantor irrevocably waives any right to revoke this Guaranty as
to future transactions giving rise to any Guarantied Obligations.



3. Actions by Beneficiaries. Any Beneficiary may from time to time, without notice or demand
and without affecting the validity or enforceability of this Guaranty or giving rise to any
limitation, impairment or discharge of Guarantor’s liability hereunder, (a) renew, extend,
accelerate or otherwise change the time, place, manner or terms of payment of the Guarantied
Obligations, (b) settle, compromise, release or discharge, or accept or refuse any offer of
performance with respect to, or substitutions for, the Guarantied Obligations or any agreement
relating thereto and/or subordinate the payment of the same to the payment of any other
obligations, (c) request and accept other guaranties of the Guarantied Obligations and take and
hold security for the payment of this Guaranty or the Guarantied Obligations, (d) release,
exchange, compromise, subordinate or modify, with or without consideration, any security for



 


 









 






payment of the Guarantied Obligations, any other guaranties of the Guarantied Obligations, or
any other obligation of any Person with respect to the Guarantied Obligations, (e) enforce and
apply any security now or hereafter held by or for the benefit of any Beneficiary in respect of
this Guaranty or the Guarantied Obligations and direct the order or manner of sale thereof, or
exercise any other right or remedy that Guarantied Party or the other Beneficiaries, or any of
them, may have against any such security, as Guarantied Party in its discretion may determine
consistent with the Credit Agreement and any applicable security agreement, including foreclosure
on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every
aspect of any such sale is commercially reasonable, and (f) exercise any other rights available to
Guarantied Party or the other Beneficiaries, or any of them, under the Credit Documents.



4. No Discharge. This Guaranty and the obligations of Guarantor hereunder shall be valid and
enforceable and shall not be subject to any limitation, impairment or discharge for any reason
(other than payment in full of the Guarantied Obligations), including without limitation the
occurrence of any of the following, whether or not Guarantor shall have had notice or knowledge of
any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the
stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or
enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied
Obligations or any agreement relating thereto, or with respect to any other guaranty of or security
for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to
departure from, any of the terms or provisions of the Credit Agreement, any of the other Credit
Documents or any agreement or instrument executed pursuant thereto, or of any other guaranty or
security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating
thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the
application of payments received from any source to the payment of indebtedness other than the
Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them,
might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any
failure to perfect or continue perfection of a security interest in any collateral which secures
any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which any Co-Obligor
may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations,
including but not limited to failure of consideration, breach of warranty, payment, statute of
frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing
or omission, or delay to do any other act or thing, which may or might in any manner or to any
extent vary the risk of Guarantor as an obligor in respect of the Guarantied Obligations.



5. Waivers. Guarantor waives, for the benefit of Beneficiaries: (a) any right to require
Guarantied Party or the other Beneficiaries, as a condition of payment or performance by Guarantor,
to (i) proceed against any or all Co-Obligors, any other guarantor of the Guarantied Obligations or
any other Person, (ii) proceed against or exhaust any security held from any Co-Obligor, any other
guarantor of the Guarantied Obligations or any other Person, (iii) proceed against or have resort
to any balance of any deposit account or credit on the books of any Beneficiary in favor of any
Co-Obligor or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary;
(b) any defense arising by reason of the incapacity, lack of authority or any disability or other
defense of any Co-Obligor including, without limitation, any defense based on or arising out of the
lack of validity or the unenforceability of



 


 









 






the Guarantied Obligations or any agreement or instrument relating thereto or by reason of the
cessation of the liability of any Co-Obligor from any cause other than payment in full of the
Guarantied Obligations; (c) any defense based upon any statute or rule of law which provides that
the obligation of a surety must be neither larger in amount nor in other respects more burdensome
than that of the principal; (d) any defense based upon Guarantied Party’s or any other
Beneficiary’s errors or omissions in the administration of the Guarantied Obligations, except
behavior that amounts to bad faith (nothing in this clause (d) shall or is intended to obligate
Guarantor to indemnify Guarantied Party or any other Beneficiary for matters excluded from the
indemnification obligations of Co-Obligors under the Credit Documents by reason of Guarantied
Party’s or such other Beneficiary’s gross negligence or willful misconduct); (e) (i) any principles
or provisions of law, statutory or otherwise, that are or might be in conflict with the terms of
this Guaranty and any legal or equitable discharge of Guarantor’s obligations hereunder, (ii) the
benefit of any statute of limitations affecting Guarantor’s liability hereunder or the enforcement
hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence
and any requirement that any Beneficiary protect, secure, perfect or insure any Lien or any
property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices
of dishonor and notices of any action or inaction, including acceptance of this Guaranty, notices
of default under the Credit Agreement or any agreement or instrument related thereto, notices of
any renewal, extension or modification of the Guarantied Obligations or any agreement related
thereto, notices of any extension of credit to the Co-Obligors and notices of any of the matters
referred to in Sections 3 and 4 and any right to consent to any thereof; (g) any acts of any
Governmental Authority of or in any jurisdiction affecting any Co-Obligor, Guarantor or any other
Person, including any restrictions on the conversion or exchange of currency or repatriation or
control of funds, a declaration of banking moratorium or any suspension of payments by banks in any
jurisdiction or the imposition by any jurisdiction or any Governmental Authority thereof or therein
of any moratorium on, the required rescheduling or restructuring of, or required approval of
payments on, any indebtedness in such jurisdiction, or any total or partial expropriation,
confiscation, nationalization or requisition of any such Person’s property; any war (whether or not
declared), insurrection, revolution, hostile act, civil strife or similar events occurring in any
jurisdiction; or any economic, political, regulatory or other events in any jurisdiction; and (h)
to the fullest extent permitted by law, any defenses or benefits that may be derived from or
afforded by law which limit the liability of or exonerate guarantors or sureties, or which may
conflict with the terms of this Guaranty.



6. Guarantor’s Rights of Subrogation, Contribution, Etc.; Subordination of Other Obligations.
Until the Guarantied Obligations shall have been paid in full and all Credits shall have expired or
been cancelled or shall have been fully Cash Collateralized in accordance with the Credit
Agreement, Guarantor shall withhold exercise of (a) any claim, right or remedy, direct or indirect,
that Guarantor now has or may hereafter have against any Co-Obligor or any of its assets in
connection with this Guaranty or the performance by Guarantor of its obligations hereunder, in each
case whether such claim, right or remedy arises in equity, under contract, by statute, under common
law or otherwise and including without limitation (i) any right of subrogation, reimbursement or
indemnification that Guarantor now has or may hereafter have against any Co-Obligor, (ii) any right
to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may
hereafter have against any Co-Obligor, and (iii) any benefit of, and any right to participate in,
any collateral or security now or hereafter held by any Beneficiary and (b) any right of
contribution Guarantor now has or may



 


 









 






hereafter have against any other guarantor of any of the Guarantied Obligations. Guarantor
further agrees that, to the extent the agreement to withhold the exercise of its rights of
subrogation, reimbursement, indemnification and contribution as set forth herein is found by a
court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation,
reimbursement or indemnification Guarantor may have against any Co-Obligor or against any
collateral or security, and any rights of contribution Guarantor may have against any such other
guarantor, shall be junior and subordinate to any rights Guarantied Party or the other
Beneficiaries may have against each Co-Obligor, to all right, title and interest Guarantied Party
or the other Beneficiaries may have in any such collateral or security, and to any right Guarantied
Party or the other Beneficiaries may have against such other guarantor.



Any indebtedness of any Co-Obligor now or hereafter held by Guarantor is subordinated in right
of payment to the Guarantied Obligations, and any such indebtedness of any Co-Obligor to Guarantor
collected or received by Guarantor after an Event of Default has occurred and is continuing, and
any amount paid to Guarantor on account of any subrogation, reimbursement, indemnification or
contribution rights referred to in the preceding paragraph when all Guarantied Obligations have not
been paid in full, shall be held in trust for Guarantied Party on behalf of Beneficiaries and shall
forthwith be paid over to Guarantied Party for the benefit of Beneficiaries to be credited and
applied against the Guarantied Obligations.



7. Expenses. Guarantor agrees to pay, or cause to be paid, on demand, and to save Guarantied
Party and the other Beneficiaries harmless against liability for, (i) any and all costs and
expenses (including fees, costs of settlement and disbursements of counsel and allocated costs of
internal counsel) incurred or expended by Guarantied Party or any other Beneficiary in connection
with the enforcement of or preservation of any rights under this Guaranty and (ii) any and all
costs and expenses (including those arising from rights of indemnification) required to be paid by
Guarantor under the provisions of any other Credit Document.



8. Financial Condition of the Co-Obligors. No Beneficiary shall have any obligation, and
Guarantor waives any duty on the part of any Beneficiary, to disclose or discuss with Guarantor its
assessment, or Guarantor’s assessment, of the financial condition of the Co-Obligors or any matter
or fact relating to the business, operations or condition of the Co-Obligors. Guarantor has
adequate means to obtain information from the Co-Obligors on a continuing basis concerning the
financial condition of any Co-Obligor and its ability to perform its obligations under the Credit
Documents, and Guarantor assumes the responsibility for being and keeping informed of the financial
condition of the Co-Obligors and of all circumstances bearing upon the risk of nonpayment of the
Guarantied Obligations.



9. [Intentionally Omitted]



10. [Intentionally Omitted]



11. Set Off. In addition to any other rights any Beneficiary may have under law or in equity,
if any amount shall at any time be due and owing by Guarantor to any Beneficiary under this
Guaranty, such Beneficiary is authorized at any time or from time to time, without notice (any such
notice being expressly waived), to set off and to appropriate and to



 


 









 






apply any and all deposits (general or special, including but not limited to indebtedness
evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness of
such Beneficiary owing to Guarantor and any other property of Guarantor held by a Beneficiary to or
for the credit or the account of Guarantor against and on account of the Guarantied Obligations and
liabilities of Guarantor to any Beneficiary under this Guaranty.



12. Amendments and Waivers. No amendment, modification, termination or waiver of any
provision of this Guaranty, and no consent to any departure by Guarantor therefrom, shall in any
event be effective without the written concurrence of Guarantied Party and, in the case of any such
amendment or modification, Guarantor. Any such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which it was given.



13. Miscellaneous. It is not necessary for Beneficiaries to inquire into the capacity or
powers of Guarantor or any Co-Obligor or the officers, directors or any agents acting or purporting
to act on behalf of any of them.



The rights, powers and remedies given to Beneficiaries by this Guaranty are cumulative and
shall be in addition to and independent of all rights, powers and remedies given to Beneficiaries
by virtue of any statute or rule of law or in any of the Credit Documents or any agreement between
Guarantor and one or more Beneficiaries or between the Co-Obligors and one or more Beneficiaries.
Any forbearance or failure to exercise, and any delay by any Beneficiary in exercising, any right,
power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a
waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.



In case any provision in or obligation under this Guaranty shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not
in any way be affected or impaired thereby.



THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF GUARANTOR, GUARANTIED PARTY AND THE OTHER
BENEFICIARIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF
THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES.



This Guaranty shall inure to the benefit of Beneficiaries and their respective successors and
assigns.



ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY
MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK,
AND BY EXECUTION AND DELIVERY OF THIS GUARANTY GUARANTOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH
ITS PROPERTIES, GENERALLY



 


 









 






AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY
DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY
IN CONNECTION WITH THIS GUARANTY. Guarantor agrees that service of all process in any such
proceeding in any such court may be made by registered or certified mail, return receipt requested,
to Guarantor at its address set forth below its signature hereto, such service being acknowledged
by Guarantor to be sufficient for personal jurisdiction in any action against Guarantor in any such
court and to be otherwise effective and binding service in every respect. Nothing herein shall
affect the right to serve process in any other manner permitted by law or shall limit the right of
Guarantied Party or any Beneficiary to bring proceedings against Guarantor in the courts of any
other jurisdiction.



GUARANTOR AND, BY ITS ACCEPTANCE OF THE BENEFITS HEREOF, GUARANTIED PARTY EACH AGREES TO WAIVE
ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF
THIS GUARANTY. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES
THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING
WITHOUT LIMITATION CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND
STATUTORY CLAIMS. GUARANTOR AND, BY ITS ACCEPTANCE OF THE BENEFITS HEREOF, GUARANTIED PARTY EACH
(I) ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR GUARANTOR AND GUARANTIED PARTY TO
ENTER INTO A BUSINESS RELATIONSHIP, THAT GUARANTOR AND GUARANTIED PARTY HAVE ALREADY RELIED ON THIS
WAIVER IN ENTERING INTO THIS GUARANTY OR ACCEPTING THE BENEFITS THEREOF, AS THE CASE MAY BE, AND
THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS, AND (II) FURTHER
WARRANTS AND REPRESENTS THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT EACH
KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.
THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND
THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS OF
THIS GUARANTY. In the event of litigation, this Guaranty may be filed as a written consent to a
trial by the court.



14. Counterparts. This Guaranty may be executed in any number of counterparts and by the
different parties hereto in separate counterparts, each of which when so executed and delivered
shall be deemed to be an original for all purposes; but all such counterparts together shall
constitute but one and the same instrument. Delivery of an executed counterpart of a signature
page of this Guaranty or any document or instrument delivered in connection herewith by facsimile
shall be effective as delivery of a manually executed counterpart of this Guaranty or such other
document or instrument, as applicable.


 


 









 






15. Guarantied Party as Agent.



(a) Guarantied Party has been appointed to act as Guarantied Party hereunder by Lenders.
Guarantied Party shall be obligated, and shall have the right hereunder, to make demands, to give
notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any
action, solely in accordance with this Guaranty and the Credit Agreement; provided that
Guarantied Party shall exercise, or refrain from exercising, any remedies under or with respect to
this Guaranty in accordance with the instructions of Required Lenders.



(b) Guarantied Party shall at all times be the same Person that is Administrative Agent under
the Credit Agreement. In the event the Lenders are performing the duties of the Administrative
Agent in accordance with Section 9.09 of the Credit Agreement, the Lenders collectively shall be
the “Guarantied Party” hereunder until such time as a replacement Administrative Agent is appointed
pursuant to Section 9.09 of the Credit Agreement. Written notice of resignation by Administrative
Agent pursuant to Section 9.09 of the Credit Agreement shall also constitute notice of resignation
as Guarantied Party under this Guaranty; and appointment of a successor Administrative Agent
pursuant to Section 9.09 of the Credit Agreement shall also constitute appointment of a successor
Guarantied Party under this Guaranty. Upon the acceptance of any appointment as Administrative
Agent under Section 9.09 of the Credit Agreement by a successor Administrative Agent, that
successor Administrative Agent shall thereupon succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Guarantied Party under this Guaranty, and the
retiring Guarantied Party under this Guaranty shall promptly (i) transfer to such successor
Guarantied Party all sums held hereunder, together with all records and other documents necessary
or appropriate in connection with the performance of the duties of the successor Guarantied Party
under this Guaranty, and (ii) take such other actions as may be necessary or appropriate in
connection with the assignment to such successor Guarantied Party of the rights created hereunder,
whereupon such retiring Guarantied Party shall be discharged from its duties and obligations under
this Guaranty. After any retiring Guarantied Party’s resignation hereunder as Guarantied Party,
the provisions of this Guaranty shall inure to its benefits as to any actions taken or omitted to
be taken by it under this Guaranty while it was Guarantied Party hereunder.



17. Judgment Currency. If, for the purposes of obtaining judgment in any court, it is
necessary to convert a sum due hereunder in one currency into another currency, the rate of
exchange used shall be that at which in accordance with normal banking procedures the Guarantied
Party could purchase the first currency with such other currency on the Business Day preceding that
on which final judgment is given. The obligation of Guarantor in respect of any such sum due from
it to the Guarantied Party hereunder shall, notwithstanding any judgment in a currency (the
“Judgment Currency”) other than that in which such sum is denominated in accordance with the
applicable provisions of this Guaranty (the “Agreement Currency”), be discharged only to the extent
that on the Business Day following receipt by the Guarantied Party of any sum adjudged to be so due
in the Judgment Currency, the Guarantied Party may in accordance with normal banking procedures
purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement
Currency so purchased is less than the sum originally due to the Guarantied Party from Guarantor,
Guarantor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the
Guarantied Party or the Person to whom such obligation was owing against such loss. If the amount
of the Agreement Currency so
purchased is greater than the sum originally due to the Guarantied Party in such currency, by
its acceptance hereof the Guarantied Party agrees to return the amount of any excess to Guarantor
(or to any other Person who may be entitled thereto under applicable law).



[Remainder of page intentionally left blank.]






 


 









 







IN WITNESS WHEREOF, Guarantor and, solely for purposes of the waiver of the right to jury
trial contained in Section 13, Guarantied Party have caused this Guaranty to be duly executed and
delivered by their respective officers thereunto duly authorized as of the date first written
above.



	 	 	 	 	 
	 	CHICAGO BRIDGE & IRON COMPANY N.V.,


as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	Address: 	 	 
	 		 	 
	 		 	 
	 	 	 
	 	 	 
	 	 	 



 


 









 





	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,


as Guarantied Party

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	Address: 	 	 
	 		 	 
	 		 	 
	 




 


 











 




EXHIBIT K




FORM OF

ALLOCATION AGREEMENT




 


 









 







FORM OF LOC ALLOCATION AGREEMENT




THIS LOC ALLOCATION AGREEMENT (this “Agreement”), dated as of
f ______],
2006, is made by and among Chicago Bridge & Iron Company N.V. (the “Company”), on
behalf of itself and as Co-Obligors’ Agent, and Chicago Bridge & Iron Company (Delaware), CBI
Services, Inc., CB&I Constructors, Inc. and CB&I Tyler Company (each of the foregoing being a
Wholly-Owned Subsidiary of the Company and hereinafter referred to individually as a
“Co-Obligor” and collectively the “Co-Obligors”), Bank of America, N.A., and
JPMorgan Chase Bank, N.A., in their capacities as issuers of letters of credit referred to below
(each an “L/C Issuer” and collectively, the “L/C Issuers”), and Bank of America,
N.A., in its capacity as administrative agent under the Facility 1 Agreement referred to below (in
such capacity, the “Facility 1 Agent”), Bank of America, N.A., in its capacity as
administrative agent under the Facility 2 Agreement referred to below (in such capacity, the
“Facility 2 Agent”) and Bank of America, N.A., in its capacity as administrative agent
under the Facility 3 Agreement referred to below (in such capacity, the “Facility 3
Agent”).



Pursuant to the $50 Million Letter of Credit and Term Loan Agreement dated as of November 6,
2006 (the “Facility 1 Agreement”) entered into by and among the Company, the Co-Obligors,
the Facility 1 Agent, the L/C Issuers party thereto, and the participating lending institutions
from time to time party thereto (the “Facility 1 Participating Institutions”), certain
letters of credit may be issued by or outstanding from an L/C Issuer for the account of each of
the Co-Obligors or certain other subsidiaries or affiliates of any Co-Obligor. Pursuant to the
$100 Million Letter of Credit and Term Loan Agreement dated as of November 6, 2006 (the
“Facility 2 Agreement”) entered into by and among the Company, the Co-Obligors, the
Facility 2 Agent, the L/C Issuers party thereto, and the participating lending institutions from
time to time party thereto (the “Facility 2 Participating Institutions”), certain letters
of credit may be issued by or outstanding from an L/C Issuer for the account of each of the
Co-Obligors or certain other subsidiaries or affiliates of any Co-Obligor. Pursuant to the $125
Million Letter of Credit and Term Loan Agreement dated as of November 6, 2006 (the “Facility 3
Agreement”) entered into by and among the Company, the Co-Obligors, the Facility 3 Agent, the
L/C Issuers party thereto, and the participating lending institutions from time to time party
thereto (the “Facility 3 Participating Institutions”), certain letters of credit may be
issued by or outstanding from an L/C Issuer for the account of each of the Co-Obligors or certain
other subsidiaries or affiliates of any Co-Obligor



The parties hereto are entering into this Agreement to provide, among other things, for (i)
the reallocation of certain outstanding letters of credit issued by an L/C Issuer under an LOC
Agreement to another LOC Agreement or to both other LOC Agreements, (ii) the allocation of certain
future letters of credit to be issued by or outstanding from an L/C Issuer under an LOC Agreement
to be issued and outstanding under another LOC Agreement or both other LOC Agreements, and (iii)
the allocation of any payments that may be received in respect of any letters of credit to be
issued by or outstanding from an L/C Issuer which are outstanding
under any two or all three LOC Agreements, upon the terms and subject to the conditions set
forth in this Agreement.


 


 









 





Accordingly, the parties hereto agree as follows:



SECTION 1 Definitions; Interpretation.



(a) Certain Defined Terms. As used in this Agreement, the following terms shall have
the following meanings:



“Agents” means the Facility 1 Agent, the Facility 2 Agent and the Facility 3
Agent.



“Agreement” means this LOC Allocation Agreement.



“Allocated LOC” means any LOC that has become subject to an Allocation hereunder;
provided, however, that if (after giving effect to any Reallocation Notice) the Pro Rata
Share of any LOC under an LOC Agreement shall be 100%, such LOC shall not be considered to be an
Allocated LOC for purposes hereof.



“Allocation” means the allocation or reallocation of any LOC contemplated by a Notice
submitted hereunder.



“Business  Day” means any day other than a Saturday, Sunday or other day on which
commercial banks are authorized to close, or are in fact closed in the state where the
Administrative Agent’s Office (as defined in each LOC Agreement) is located.



“Company” has the meaning specified in the introductory paragraph
hereto.



“Co-Obligors” has the meaning specified in the introductory
paragraph hereto.



“Co-Obligors’ Agent” has the meaning specified in the introductory paragraph
hereto.



“Directing Institutions” means at any time Participating Institutions comprising the
“Required Lenders” under any LOC Agreement, and, as applicable, the “Required Lenders” under
another LOC Agreement and/or the “Required Lenders” both other LOC Agreements.



“Dollar” and “S” means lawful money of the United States.



“Escalating LOC” means a Credit which provides for a stated amount that increases from
time to time in accordance with its terms.



“Existing LOCs” means letters of credit issued by an L/C Issuer and outstanding under
any LOC Agreement as of the date hereof.



“Facility 1 Agent” has the meaning specified in the introductory paragraph
hereto.



“Facility 1 Agreement” has the meaning specified in the recitals
hereof.


 


 









 





“Facility 1 Funded Obligations” means the fundings by the Facility 1
Participating Institutions of any drawings under any LOC.



“Facility 1 Participating Institutions” has the meaning specified in the recitals
hereof.



“Facility 2 Agent” has the meaning specified in the introductory paragraph
hereto.



“Faciliti 2 Agreement” has the meaning specified in the recitals
hereof.



“Facility 2 Funded Obligations” means the fundings by the Facility 2 Participating
Institutions of any drawings under any LOC.



“Facility 2 Participating Institutions” has the meaning specified in the recitals
hereof.



“Facility 3 Agent” has the meaning specified in the introductory paragraph
hereto.



“Facility 3 Agreement” has the meaning specified in the recitals
hereof.



“Facility 3 Funded Obligations” means the fundings by the Facility 3 Participating
Institutions of any drawings under any LOC.



“Facility 3 Participating Institutions” has the meaning specified in the recitals
hereof.



“Facility Participating Institutions” means the Facility 1 Participating Institutions,
the Facility 2 Participating Institutions, and the Facility 3 Participating Institutions.



“Funded Obligations” means the Facility 1 Funded Obligations, the Facility 2 Funded
Obligations and the Facility 3 Funded Obligations.



“Initial Allocation Notice” means a notice in substantially the form of Exhibit A.



“Issuance Allocation Notice” means a notice in substantially the form of
Exhibit B.




“LOC Agreements” means the Facility 1 Agreement, the Facility 2 Agreement and the
Facility 3 Agreement.



“L/C Issuers” has the meaning specified in the
recitals hereof.



“LOCs” means the Existing LOCs and
the New LOCs.



“LOC Payment” means any payment or distribution by or on behalf of any Co- Obligors
or any other Person, directly or indirectly, whether in cash, property or securities, or by
setoff, exchange or in any other manner, for or on account of any Allocated LOC.


 


 









 





“New LOCs” means any additional letters of credit issued by an L/C Issuer to be
outstanding under any LOC Agreement.



“Notice” means an Initial Allocation Notice, an Issuance Allocation Notice or a
Reallocation Notice.



“Participating Institutions” means the Facility 1 Participating Institutions, the
Facility 2 Participating Institutions and the Facility 3 Participating Institutions.



“Person” means an individual, a corporation, a partnership, an association, a trust or
any other entity or organization, including a government or political subdivision or an agency or
instrumentality thereof.



“Pro Rata Share” for any LOC outstanding under an LOC Agreement means the percentage
specified for such LOC Agreement in the Notice with respect to such LOC; provided, that,
the aggregate amount of the Pro Rata Shares in respect of any LOC allocated between or among the
LOC Agreements shall be 100%.



“Reallocation Notice” means a notice in substantially the form of
Exhibit C. “Responsible Officer” has the meaning specified in the LOC
Agreements.



(b) Interpretation. In this Agreement, except to the extent the context otherwise
requires:



(i) The meanings of defined terms are equally applicable to the singular and plural forms of
the defined terms.



(ii) a. The words “herein,” “hereto,” “hereof,” and “hereunder” and
words of similar import when used in this Agreement shall refer to this Agreement as a whole
and not to any particular provision thereof.



b. Article, Section, Exhibit and Schedule references are to this
Agreement in which such references appear.



c. The term “including” is by way of example and not limitation.

d. The term “documents” includes any and all instruments,
documents, agreements, certificates, notices, reports, financial statements and other
writings, however evidenced, whether in physical or electronic form.



(iii) In the computation of periods of time from a specified date to a later specified date,
the word “from” means “from and including;” the words “to” and “until” each
mean “to but excluding;” and the word “through” means “to and including.”



(iv) Section headings herein are included for convenience of reference only and shall not
affect the interpretation of this Agreement.


 


 









 





SECTION 2 Allocation of LOCs.



(a) Initial Allocation of Outstanding LOCs. The Co-Obligors’ Agent or any Co-
Obligor may request from time to time that any LOCs which are outstanding solely under any LOC
Agreement become LOCs to be outstanding (i) solely another LOC Agreement, (ii) solely under the
other two LOC Agreements, or (iii) under all three of the LOC Agreements, by submitting an Initial
Allocation Notice to the applicable Agents and the applicable L/C Issuer.



(b) Initial Allocation Upon Issuance of LOCs. The Co-Obligors’ Agent or any
Co-Obligor may request from time to time that any LOCs which are to be issued by an L/C Issuer
under an LOC Agreement constitute LOCs to be outstanding under such LOC Agreement and another LOC
Agreement, or under such LOC Agreement and both other LOC Agreements, by submitting an Issuance
Allocation Notice to the Agents and the L/C Issuer.



(c) Reallocation of Outstanding LOCs. The Co-Obligors’ Agent or any Co-
Obligor may request from time to time that the Pro Rata Shares of any L/Cs which are already
outstanding under any of the LOC Agreements be reallocated either under any other or both of the
other LOC Agreements, in each case, by submitting a Reallocation Notice to the Agents and the
applicable L/C Issuer.



(d) Allocation of Escalating LOCs. Any Allocation hereunder with respect to
any Escalating LOC shall be effective equally as to the stated amount thereof as of the date of
the Allocation and the stated amount thereof after giving effect to all increases.



SECTION 3 Submission and Effectiveness of Notices.



(a) Submission of Notices. If the Co-Obligors’ Agent or any Co-Obligor shall
desire that any proposed or outstanding LOC be subject to an Allocation, the Co-Obligors’ Agent or
any Co-Obligor shall so indicate to the applicable Agents and the applicable L/C Issuer at the
time that the Co-Obligors’ Agent or any Co-Obligor shall submit the applicable notices otherwise
required under the LOC Agreements and furnish to the applicable Agent and the applicable L/C
Issuer the Notice contemplated hereby (appropriately completed). Such Notice must be received by
the applicable Agents not later than 11:00 a.m., Eastern time, at least two Business Days (or such
later date and time as such Agents and the applicable L/C Issuer may agree in a particular
instance in their sole discretion) prior to the proposed Allocation. No Notice may be submitted at
any time that any unreimbursed drawing exists under any LOC or if the issuance or amendment of the
LOC which is the subject of the Notice would not then be permitted pursuant to the terms of the
LOC Agreements. No more than six Notices may be submitted in any calendar month, and no more than
20 Notices may be submitted in any calendar year. All Notices submitted hereunder by the
Co-Obligors’ Agent or any Co-Obligor shall be signed by a Responsible Officer.



(b) Effectiveness of Notices. Subject to the next sentence, each Agent shall
confirm to the applicable L/C Issuer and the applicable Agent, not later than 11:00 a.m., Eastern
time, two Business Days after receipt of any Notice whether or not such Agent consents to the
Allocation requested in such Notice. Notwithstanding the foregoing, no Agent consent shall be
required under an LOC Agreement if Allocation of the LOC which is the subject of the Notice


 


 









 





constitutes a reduction of such LOC under such LOC Agreement; and an Agent shall not
withhold or delay its consent to an Allocation unless, as of the effective date of the Allocation,
the issuance or amendment of the LOC which is the subject of the Notice would not then be permitted
pursuant to the terms of the LOC Agreement to which such Agent is a party. Any failure by an Agent
to respond to a Notice within the time period specified in the preceding sentence shall be deemed
to be a refusal to permit such Allocation. If and only if the applicable Agents have confirmed
their agreement to the Allocation (if such confirmation from an Agent is required under this clause
(b)), the Allocation contemplated by such Notice shall thereupon be deemed to be effective as of
the date specified in the Notice (which date shall not be earlier than the third Business Day after
the date of such Notice), and such LOC shall be allocated under the Agreements as of such effective
date in accordance with the Pro Rata Shares for the Agreements with respect to such LOC.



SECTION 4 Participations; Application of Payments; Sharing.



(a) Participations. After and giving effect to any Allocation hereunder, the
participating interests of the Participating Institutions under an LOC Agreement in any Allocated
LOC which is the subject of such Allocation shall be determined based upon the Pro Rata Share of
the applicable Allocated LOC outstanding under such LOC Agreement. The parties hereto acknowledge
and agree that the Participating Institutions under an LOC Agreement shall not have any funding
obligations with respect to any drawing under an Allocated LOC, except to the extent of their
respective participating interests in the Pro Rata Share of the applicable Allocated LOC
outstanding under such LOC Agreement.



(b) LOC Payments; Fronting Fee and Other Payments. Each payment by or on
behalf of any Co-Obligor or any other Person (other than by or on behalf of the Facility
Participating Institutions, including but not limited to payments from the credit-linked deposit
account established under any LOC Agreement) on account of any Allocated LOC (that is not allocated
entirely to any one LOC Agreement, shall be made to the applicable Agents in accordance with the
respective Pro Rata Shares under the applicable LOC Agreements for such Allocated LOC. Without
limiting the generality of the foregoing, (i) reimbursement by or on behalf of any Co-Obligor or
any other Person (other than by or on behalf of the Facility Participating Institutions, including
but not limited to payments from the credit-linked deposit account established under any LOC
Agreement) of such L/C Issuer under an LOC Agreement with respect to any Allocated LOC shall be
limited to the Pro Rata Share for such Agreement of any and all drawings under such Allocated LOC,
and (ii) any fees payable to the Participating Institutions under the respective LOC Agreements in
respect of the Allocated LOCs shall be determined by reference to the Pro Rata Shares of the
Participating Institutions therein. Any fronting fee or other payment payable to an L/C Issuer
under an LOC Agreement shall be determined based upon the Pro Rata Share of the applicable
Allocated LOC outstanding under such LOC Agreement.



(c) Sharing. (i) If, despite the provisions of subsection (b), an L/C Issuer
(as L/C Issuer under the Facility 1 Agreement) or any Facility 1 Participating Institution shall
receive any LOC Payment in respect of an Allocated LOC in excess of its portion of such LOC Payment
to which it is then entitled in accordance with this Agreement (taking into account the Pro Rata
Share for the Facility 1 Agreement with respect such Allocated LOC) other than by reason of the


 


 









 





failure to fund by or on behalf of one or more of any of the Facility 2 Participating
Institutions or the Facility 3 Participating Institutions, such L/C Issuer (as L/C Issuer under the
Facility 1 Agreement) or such Facility 1 Participating Institution, as the case may be, shall
immediately notify the Facility 2 Agent, or the Facility 2 Agent and the Facility 3 Agent, as
applicable, and hold such excess portion of such LOC Payment in trust for the benefit of the
parties entitled thereto and promptly pay over or deliver such excess portion of such LOC Payment
to such Agent. Additionally, each L/C Issuer (as L/C Issuer under the Facility I Agreement) or such
Facility 1 Participating Institution, as the case may be, shall purchase such participation as
shall be required by it or them to permit the sharing of such excess LOC Payment in accordance with
the requirements of this Agreement. If all or any portion of such excess LOC Payment is thereafter
recovered by or on behalf of any Co-Obligor or any other Person from such L/C Issuer (as L/C Issuer
under the Facility 1 Agreement) or such Facility 1 Participating Institution, as the case may be,
each other party which shares in the benefit thereof shall return to such L/C Issuer (as L/C Issuer
under the Facility 1 Agreement) or such Facility 1 Participating Institution, as the case may be,
its portion of the payment so recovered.



(ii) If, despite the provisions of subsection (b), an L/C Issuer (as L/C Issuer under the
Facility 2 Agreement) or any Facility 2 Participating Institution shall receive any LOC Payment in
respect of an Allocated LOC in excess of its portion of such LOC Payment to which it is then
entitled in accordance with this Agreement (taking into account the Pro Rata Share for the Facility
2 Agreement with respect such Allocated LOC) other than by reason of the failure to fund by or on
behalf of any of the Facility 1 Participating Institutions or the Facility 3 Participating
Institutions, such L/C Issuer (as L/C Issuer under the Facility 2 Agreement) or such Facility 2
Participating Institution, as the case may be, shall immediately notify the Facility 1 Agent, or
the Facility 1 Agent and the Facility 3 Agent, as applicable, and hold such excess portion of such
LOC Payment in trust for the benefit of the parties entitled thereto and promptly pay over or
deliver such excess portion of such LOC Payment to the Facility 1 Agent. Additionally, each L/C
Issuer (as L/C Issuer under the Facility 2 Agreement) or such Facility 2 Participating Institution,
as the case may be, shall purchase such participation as shall be required by it or them to permit
the sharing of such excess LOC Payment in accordance with the requirements of this Agreement. If
all or any portion of such excess LOC Payment is thereafter recovered by or on behalf of any
Co-Obligor or any other Person from such L/C Issuer (as L/C Issuer under the Facility 2 Agreement)
or such Facility 2 Participating Institution, as the case may be, each other party which shares in
the benefit thereof shall return to the L/C Issuer (as L/C Issuer under the Facility 2 Agreement)
or such Facility 2 Participating Institution, as the case may be, its portion of the payment so
recovered.



(iii) If, despite the provisions of subsection (b), an L/C Issuer (as L/C Issuer under the
Facility 3 Agreement) or any Facility 3 Participating Institution shall receive any LOC Payment in
respect of an Allocated LOC in excess of its portion of such LOC Payment to which it is then
entitled in accordance with this Agreement (taking into account the Pro Rata Share for the Facility
3 Agreement with respect such Allocated LOC) other than by reason of the failure to fund by or on
behalf any of the Facility 1 Participating Institutions or the Facility 2 Participating
Institutions, such L/C Issuer (as L/C Issuer under the Facility 3 Agreement) or such Facility 3
Participating Institution, as the case may be, shall immediately notify the Facility 1 Agent, or
the Facility 1 Agent and the Facility 3 Agent, as applicable, and hold such excess portion of such
LOC Payment in trust for the benefit of the parties entitled thereto and promptly pay over or


 


 









 





deliver such excess portion of such LOC Payment to the Facility 1 Agent. Additionally, each
L/C Issuer (as L/C Issuer under the Facility 3 Agreement) or such Facility 3 Participating
Institution, as the case may be, shall purchase such participation as shall be required by it or
them to permit the sharing of such excess LOC Payment in accordance with the requirements of this
Agreement. If all or any portion of such excess LOC Payment is thereafter recovered by or on behalf
of any Co-Obligor or any other Person from such L/C Issuer (as L/C Issuer under the Facility 3
Agreement) or such Facility 3 Participating Institution, as the case may be, each other party which
shares in the benefit thereof shall return to the L/C Issuer (as L/C Issuer under the Facility 3
Agreement) or such Facility 3 Participating Institution, as the case may be, its portion of the
payment so recovered.



SECTION 5 Further Assurances and Additional Acts. Each of the parties shall execute,
acknowledge, deliver, file, notarize and register at its own expense all such further agreements,
instruments, certificates, documents and assurances, and perform such acts as any other party shall
deem reasonably necessary or appropriate to effectuate the purposes of this Agreement.



SECTION 6 Amendments. No amendment or waiver of any provision of this Agreement nor
consent to any departure therefrom by any party shall in any event be effective unless the same
shall be in writing and signed by the parties hereto, and then such amendment, waiver or consent
shall be effective only in the specific instance and for the specific purpose for which given.



SECTION 7 Notices. All notices and other communications provided for hereunder shall,
unless otherwise stated herein, be in writing (including by facsimile transmission) and shall be
mailed, sent or delivered at or to the address or facsimile number of the respective party or
parties set forth on the signature pages hereof, or at or to such other address or facsimile number
as such party or parties shall have designated in a written notice to the other party or parties.
All such notices and communications shall be effective when received.



SECTION 8 No Waiver; Cumulative Remedies. No failure on the part of any party hereto
to exercise, and no delay in exercising, any right, remedy, power or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy,
power or privilege preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege. The rights and remedies under this Agreement are cumulative and
not exclusive of any rights, remedies, powers and privileges that may otherwise be available to any
party hereto.



SECTION 9 Benefits of Agreement. This Agreement is entered into for the sole
protection and benefit of the parties hereto and their successors and assigns, and, except for the
Participating Institutions, no other Person shall be a direct or indirect beneficiary of, or shall
have any direct or indirect cause of action or claim in connection with, this Agreement.



SECTION 10 Effectiveness. This Agreement shall become effective on the date on which
(i) each of the parties hereto shall have signed a copy hereof, (ii) the Facility 1 Agreement shall
have been signed by the parties thereto and become effective in accordance with its terms, (iii)
the Facility 2 Agreement shall have been signed by the parties thereto and become
effective in accordance with its terms and (iv) the Facility 3 Agreement shall have been
signed by the parties thereto and become effective in accordance with its terms. This Agreement
shall thereupon be binding upon, inure to the benefit of and be enforceable by each of the parties
hereto and by the Participating Institutions (which shall be third-party beneficiaries hereof).


 


 









 







SECTION 11 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.



SECTION 12 Entire Agreement. This Agreement constitutes the entire

agreement of the parties hereto and the Participating Institutions with respect to the matters set
forth herein and supersedes any prior agreements, commitments, drafts, communications, discussions
and understandings, oral or written, with respect thereto.



SECTION 13 Conflicts. In case of any conflict or inconsistency between any terms of
this Agreement, on the one hand, and an LOC Agreement, on the other hand, the terms of this
Agreement shall control.



SECTION 14 Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under all applicable
laws and regulations. If, however, any provision of this Agreement shall be prohibited by or
invalid under any such law or regulation in any jurisdiction, it shall, as to such jurisdiction,
be deemed modified to conform to the minimum requirements of such law or regulation, or, if for
any reason it is not deemed so modified, it shall be ineffective and invalid only to the extent of
such prohibition or invalidity without affecting the remaining provisions of this Agreement, or
the validity or effectiveness of such provision in any other jurisdiction.



SECTION 15 Counterparts. This Agreement may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute but one and the same
agreement.



SECTION 16 Termination of Agreement.



(a) The right of any Co-Obligor or the Co-Obligors’ Agent to effect any additional
allocations of any LOCs under an LOC Agreement hereunder shall terminate upon the earlier of: (i)
the date upon which the obligations each L/C Issuer to issue LOCs under such LOC Agreement have
terminated; and (ii) the Business Day after the date upon which the Agent under such LOC Agreement
shall have notified the other parties hereto that any L/C Issuer or any of the Participating
Institutions under the other LOC Agreement has failed to perform its obligations hereunder when
due and such failure has continued for five Business Days.



(b) This Agreement shall terminate as to an LOC Agreement ten Business Days after receipt of
a notice of termination from the Co-Obligors’ Agent or any Co-Obligor sent to the other parties
hereto, provided that, on or prior to the date of termination thereof all outstanding
amounts under any Allocated LOCs involving such LOC Agreement have been paid and performed in full
and such LOCs have been surrendered (or such LOCs have been reallocated in full to another LOC
Agreement or the other LOC Agreements, as applicable); and

provided, further, that the obligations under Section 4 shall not terminate until
all applicable amounts, if any, are paid over as provided therein.


 


 









 





SECTION 17 Confirmation. Each Agent confirms that each of the Participating
Institutions party to its respective LOC Agreement has agreed thereunder to be bound by the terms
of this Agreement as if each were a party hereto. Each Agent hereby agrees that it will not agree
to any amendment of its respective LOC Agreement which would have the effect of reducing the
obligations of the Participating Institutions party to such LOC Agreement hereunder without the
consent of the other Agent.



[remainder of page intentionally left blank]




 


 









 







IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the
date first above written.



	 	 	 	 	 
	 	AGENTS:



BANK OF AMERICA, N.A., as Facility 1 Agent

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Address:



Bank of America, N.A.

Agency Management

Mail Code: WA1 -501-32-37

Fifth Avenue Plaza Floor 32

800 5th Avenue

Seattle, WA 98104-3176

Attention: Dora A. Brown, Vice President

Facsimile: (206) 358-0971



Copies to:



Bank of America, N.A.

1000 W. Temple St.

Mail Code: CA9-705-07-05

Los Angeles, CA 90012-2405

Attention: Sandra Leon, Vice President

Facsimile: (213) 580-8440



Bank of America, N.A.

333 S. Hope Street — 24th Floor

Mail Code: CA9-193-24-05

Los Angeles, CA 90071

Attention: Robert W. Troutman,

Managing Director

Facsimile: (213) 621-8793

 	 
	 	 	 
	 	 	 
	 	 	 



 


 









 





	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as Facility 2 Agent

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Address:



Bank of America, N.A.

Agency Management

Mail Code: WA1-501-32-37

Fifth Avenue Plaza Floor 32

800 5th Avenue

Seattle, WA 98104-3176

Attention: Dora A. Brown, Vice President

Facsimile: (206) 358-0971



Copies to:



Bank of America, N.A.

1000 W. Temple St.

Mail Code: CA9-705-07-05

Los Angeles, CA 90012-2405

Attention: Sandra Leon, Vice President

Facsimile: (213) 580-8440



Bank of America, N.A.

333 S. Hope Street — 24th Floor

Mail Code: CA9-193-24-05

Los Angeles, CA 90071

Attention: Robert W. Troutman,

Managing Director

Facsimile: (213) 621-8793

 	 
	 	 	 
	 	 	 
	 	 	 



 


 









 





	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as Facility 3 Agent

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Address:


Bank of America, N.A.

Agency Management

Mail Code: WA1-501-32-37

Fifth Avenue Plaza Floor 32

800 5th Avenue

Seattle, WA 98104-3176

Attention: Dora A. Brown, Vice President

Facsimile: (206) 358-0971



Copies to:



Bank of America, N.A.

1000 W. Temple St.

Mail Code: CA9-705-07-05

Los Angeles, CA 90012-2405

Attention: Sandra Leon, Vice President

Facsimile: (213) 580-8440



Bank of America, N.A.

333 S. Hope Street — 24th Floor

Mail Code: CA9-193-24-05

Los Angeles, CA 90071

Attention: Robert W. Troutman,

Managing Director

Facsimile: (213) 621-8793

 	 
	 	 	 
	 	 	 
	 	 	 



 


 









 





	 	 	 	 	 



	 	 	 	 	 
	 	L/C ISSUERS: 



BANK OF AMERICA, N.A., as L/C Issuer

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Address:



Bank of America, N.A.

1000 W. Temple St.

Mail Code: CA9-705-07-05

Los Angeles, CA 90012-2405

Attention: Sandra Leon, Vice President

Facsimile: (213) 580-8440



Copies to:



Bank of America, N.A.

Agency Management

Mail Code: WAI-501-32-37

Fifth Avenue Plaza Floor 32

800 5th Avenue

Seattle, WA 98104-3176

Attention: Dora A. Brown, Vice
President

Facsimile: (206) 358-0971




Bank of America, N.A.

333 S. Hope Street — 24th Floor

Mail Code: CA9-193-24-05

Los Angeles, CA 90071

Attention: Robert W. Troutman, Managing Director

Facsimile: (213) 621-8793

 	 
	 	 	 
	 	 	 
	 	 	 



 


 









 





	 	 	 	 	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as L/C Issuer

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Address:


JPMorgan Chase Bank, N.A.

Treasury & Securities Services — Trade Service Standby Unit

420 West Van Buren, Floor 2

Chicago, IL 60606-6613

Attention: Ablo Jalloh

Facsimile: (312) 954-0203



Copies to:



JPMorgan Chase Bank, N.A.

Treasury & Securities Services — Trade Service Standby Unit

420 West Van Buren, Floor 2

Chicago, IL 60606-6613

Attention: William Lindow

Facsimile: (312) 954-2458

 	 
	 	 	 
	 	 	 
	 	 	 



 


 









 





	 	 	 	 	 



	 	 	 	 	 
	 	CO-OBLIGORS’ AGENT:



CHICAGO BRIDGE & IRON COMPANY N.V., as Co-Obligors’ Agent

 	 
	 	By:  	Chicago Bridge & Iron Company B.V., as its Managing Director
 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	c/o Chicago Bridge & Iron Company (Delaware)

One CB&I Plaza

2103 Research Forest Drive

The Woodlands, TX 77380

Attention: Ronald Ballschmiede, Managing Director & Chief Financial Officer

Telephone No.: (832) 513-1000

Facsimile No.: (832) 513-1092

 	 
	 	CO-OBLIGORS:



CHICAGO BRIDGE & IRON COMPANY (DELAWARE)

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	c/o Chicago Bridge & Iron Company (Delaware)

One CB&I Plaza

2103 Research Forest Drive

The Woodlands, TX 77380

Attention: Ronald Ballschmiede, Managing Director & Chief Financial Officer

Telephone No.: (832) 513-1000

Facsimile No.: (832) 513-1092

 	 
	 	 	 
	 	 	 
	 	 	 



 


 









 





	 	 	 	 	 



	 	 	 	 	 
	 	CBI SERVICES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	do Chicago Bridge & Iron Company (Delaware)

One CB&I Plaza

2103 Research Forest Drive

The Woodlands, TX 77380

Attention: Ronald Ballschmiede, Managing Director & Chief Financial Officer

Telephone No.: (832) 513-1000

Facsimile No.: (832) 513-1092

 	 
	 	CB&I CONSTRUCTORS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	do Chicago Bridge & Iron Company (Delaware)

One CB&I Plaza

2103 Research Forest Drive

The Woodlands, TX 77380

Attention: Ronald Ballschmiede, Managing Director & Chief Financial Officer

Telephone No.: (832) 513-1000

Facsimile No.: (832) 513-1092

 	 
	 	CB&I TYLER COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	c/o Chicago Bridge & Iron Company (Delaware)

One CB&I Plaza

2103 Research Forest Drive

The Woodlands, TX 77380

Attention: Ronald Ballschmiede, Managing Director & Chief Financial Officer

Telephone No.: (832) 513-1000

Facsimile No.: (832) 513-1092

 	 
	 	 	 
	 	 	 
	 	 	 
	 




 


 











 




EXHIBIT A

to LOC Allocation Agreement




Form of Initial Allocation Notice




Date:                                    




To: [                                        ], as L/C Issuer



[Bank of America, N.A., as Facility 1 Agent]

[Bank of America, N.A., as Facility 2 Agent]

[Bank of America, N.A., as Facility 3 Agent]




Ladies and Gentlemen:



Reference is made to that certain LOC Allocation Agreement, dated as of I, 2006 (as
amended, restated, extended, supplemented or otherwise modified in writing from time to
time, the “Agreement”; the terms defined therein being used herein as therein
defined), by and among Chicago Bridge & Iron Company N.V., (the “Company”), as
Co-Obligors’ Agent, and Chicago Bridge & Iron Company (Delaware), CBI Services, Inc., CB&I
Constructors, Inc. and CB&I Tyler Company (each of the foregoing being a Wholly-Owned
Subsidiary of the Company and hereinafter referred to individually as a “Co-
Obligor” and collectively the “Co-Obligors”), Bank of America, N.A., and
JPMorgan Chase Bank, N.A., in their capacities as issuers of letters of credit referred to
below (each an “L/C Issuer” and collectively, the “L/C Issuers”) and Bank
of America, N.A. in its capacity as administrative agent under the Facility 1 Agreement
referred to below (in such capacity, the “Facility 1 Agent”), Bank of America, N.A.
in its capacity as administrative agent under the Facility 2 Agreement referred to below (in
such capacity, the “Facility 2 Agent” and Bank of America, N.A., in its capacity as
administrative agent under Facility 3 Agreement referred to below (in such capacity, the
“Facility 3 Agent”).



The undersigned hereby requests the initial allocation of LOCs which are outstanding
solely under the Facility [ ] Agreement to be outstanding under the applicable LOC
Agreements and with the Pro Rata Shares specified below, effective (which shall be a
Business Day), as follows:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Stated Amount (if	 	 	Stated Amount (if	 	 	Stated Amount (if	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	any) allocated to	 	 	any) allocated to	 	 	any) allocated to	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Facility 1	 	 	Facility 2	 	 	Facility 3	 
	 	 	L/C	 	 	 	 	 	 	Account	 	 	 	 	 	 	Agreement and Pro	 	 	Agreement and Pro	 	 	Agreement and Pro	 
	Date of Issuance	 	Issuer	 	 	Number	 	 	Party	 	 	Beneficiary	 	 	Rata Share	 	 	Rata Share	 	 	Rata Share	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






Any allocation contemplated hereby with respect to any Escalating LOC shall be
effective equally as to the stated amount thereof as of the date of the requested
allocation and the stated amount thereof after giving effect to all increases.



[Remainder of Page Intentionally Left Blank]




 


 









 







The undersigned hereby certifies that, both before and after giving effect to this Notice, no
unreimbursed drawing exists under any LOC which is the subject of this Notice and that the issuance
or amendment of each LOC which is the subject of this Notice is permitted pursuant to the terms of
the LOC Agreements.



	 	 	 	 	 
	 	CO-OBLIGORS’ AGENT:



CHICAGO BRIDGE & IRON COMPANY N.V., as
Co-Obligors’ Agent



By: Chicago Bridge & Iron Company WV., as its

Managing Director

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CO-OBLIGORS:



CHICAGO BRIDGE & IRON COMPANY

(DELAWARE)

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CBI SERVICES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CB&I CONSTRUCTORS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CB&I TYLER COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 


 









 





	 	 	 	 	 



EXHIBIT B

to LOC Allocation Agreement




Form of Issuance Allocation Notice




Date:                     . ______




To: [                    ], as L/C Issuer



[Bank of America, N.A., as Facility 1 Agent]

[Bank of America, N.A., as Facility 2 Agent]

[Bank of America, N.A., as Facility 3 Agent]




Ladies and Gentlemen:





Reference is made to that certain LOC Allocation Agreement, dated as of ], 2006 (as amended,
restated, extended, supplemented or otherwise modified in writing from time to time, the
“Agreement;” the terms defined therein being used herein as therein defined), by and among
Chicago Bridge & Iron Company N.V., (the “Company”), as Co-Obligors’ Agent, and Chicago
Bridge & Iron Company (Delaware), CBI Services, Inc., CB&I Constructors, Inc. and CB&I Tyler
Company (each of the foregoing being a Wholly-Owned Subsidiary of the Company and hereinafter
referred to individually as a “Co- Obligor” and collectively the “Co-Obligors”),
Bank of America, N.A., and JPMorgan Chase Bank, N.A., in their capacities as issuers of letters of
credit referred to below (each an “L/C Issuer” and collectively, the “L/C Issuers”)
and Bank of America, N.A. in its capacity as administrative agent under the Facility 1 Agreement
referred to below (in such capacity, the “Facility 1 Agent”), Bank of America, N.A. in its
capacity as administrative agent under the Facility 2 Agreement referred to below (in such
capacity, the “Facility 2 Agent” and Bank of America, N.A., in its capacity as
administrative agent under Facility 3 Agreement referred to below (in such capacity, the
“Facility 3 Agent”).



The undersigned hereby requests the allocation of LOCs to be issued by ] as L/C Issuer
pursuant to issuance requests under the LOC Agreements and with the Pro Rata Shares specified
below, effective on the date specified below (which shall be a Business Day), as follows:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Stated Amount (if	 	 	Stated Amount (if	 	 	Stated Amount (if	 
	 	 	 	 	 	 	 	 	 	 	any) allocated to	 	 	any) allocated to	 	 	any) allocated to	 
	 	 	 	 	 	 	 	 	 	 	Facility 2	 	 	Facility 1	 	 	Facility 3	 
	 	 	Account	 	 	 	 	 	 	Agreement and Pro	 	 	Agreement and Pro	 	 	Agreement and Pro	 
	Requested Date of Issuance	 	Party	 	 	Beneficiary	 	 	Rata Share	 	 	Rata Share	 	 	Rata Share	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






Any allocation contemplated hereby with respect to any Escalating LOC shall be effective
equally as to the stated amount thereof as of the date of the requested allocation and the stated
amount thereof after giving effect to all increases.


 


 









 





The undersigned hereby certifies that, both before and after giving effect to this Notice, no
unreimbursed drawing exists under any LOC which is the subject of this Notice and that the issuance
or amendment of each LOC which is the subject of this Notice is permitted pursuant to the terms of
the LOC Agreements.



	 	 	 	 	 
	 	CO-OBLIGORS’ AGENT:



CHICAGO BRIDGE & IRON COMPANY N.V., as
Co-Obligors’ Agent



By: Chicago Bridge & Iron Company B.V., as its

Managing Director

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CO-OBLIGORS:



CHICAGO BRIDGE & IRON COMPANY

(DELAWARE)

 	 
	 	By:  	 	 
	 	 	Name 	 
	 	 	Title:  	 	 
	 
	 	CBI SERVICES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CB&I CONSTRUCTORS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CB&I TYLER COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 


 









 





	 	 	 	 	 



EXHIBIT C

to LOC Allocation Agreement




Form of Reallocation Notice





	To: 	 	[                    ], as L/C Issuer







Bank of America, N.A., as Facility 1 Agent

[Bank of America, N.A., as Facility 2 Agent]

[Bank of America, N.A., as Facility 3 Agent]


Ladies and Gentlemen:



Reference is made to that certain LOC Allocation Agreement, dated as of ], 2006 (as
amended, restated, extended, supplemented or otherwise modified in writing from time to time, the
“Agreement;” the terms defined therein being used herein as therein defined), by and
among Chicago Bridge & Iron Company N.V., (the “Company”), as Co- Obligors’ Agent, and
Chicago Bridge & Iron Company (Delaware), CBI Services, Inc., CB&I Constructors, Inc. and CB&I
Tyler Company (each of the foregoing being a Wholly-Owned Subsidiary of the Company and
hereinafter referred to individually as a “Co-Obligor” and collectively the
“Co-Obligors”), Bank of America, N.A., and 313Morgan Chase Bank, N.A., in
their capacities as issuers of letters of credit referred to below (each an “L/C Issuer”
and collectively, the “L/C Issuers”) and Bank of America, N.A. in its capacity as
administrative agent under the Facility 1 Agreement referred to below (in such capacity, the
“Facility 1 Agent”), Bank of America, N.A. in its capacity as administrative agent under
the Facility 2 Agreement referred to below (in such capacity, the “Facility 2 Agent” and
Bank of America, N.A., in its capacity as administrative agent under Facility 3 Agreement
referred to below (in such capacity, the “Facility 3 Agent”).



The undersigned hereby requests the reallocation of outstanding LOCs of [                    
as L/C Issuer under the LOC Agreements and with the Pro Rata Shares specified below, effective on
the date specified below (which shall be a Business Day), as follows:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Stated Amount (if	 	 	Stated Amount (if	 	 	Stated Amount (if	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	any) allocated to	 	 	any) allocated to	 	 	any) allocated to	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Facility 1	 	 	Facility 2	 	 	Facility 3	 
	 	 	 	 	 	 	Account	 	 	 	 	 	 	Agreement and Pro	 	 	Agreement and Pro	 	 	Agreement and Pro	 
	Date of Issuance	 	Number	 	 	Party	 	 	Beneficiary	 	 	Rata Share	 	 	Rata Share	 	 	Rata Share	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






Any allocation contemplated hereby with respect to any Escalating LOC shall be effective
equally as to the stated amount thereof as of the date of the requested allocation and the stated
amount thereof after giving effect to all increases.


 


 









 





The undersigned hereby certifies that, both before and after giving effect to this Notice, no
unreimbursed drawing exists under any LOC which is the subject of this Notice and the issuance or
amendment of each LOC which is the subject of this Notice is permitted pursuant to the terms of the
LOC Agreements.



	 	 	 	 	 
	 	CO-OBLIGORS’ AGENT:



CHICAGO BRIDGE & IRON COMPANY

N.V., as Co-Obligors’ Agent



By: Chicago Bridge & Iron Company B.V., as

its Managing Director

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CO-OBLIGORS:



CHICAGO BRIDGE & IRON COMPANY (DELAWARE)

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CBI SERVICES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CB&I CONSTRUCTORS, INC.

 	 
	 	By:  	 	 
	 	 	Name 	 
	 	 	Title:  	 	 
	 
	 	CB&I TYLER COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 
	 	 	Title:  	 	 
	 




 


 











 




Schedule 1.01-1 — Alternative Currencies




Euro (EUR)

British Pounds (GBP)

Australian Dollar (AUD)

Canadian Dollar (CAD)

Swiss Francs (CHF)

Japanese Yen (JPY)




Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement





 


Page 1 of 77









 







Schedule 1.01-2 — Existing Credits




Existing Credits under the 5 Year Series B Letter of Credit and Term Loan Agreement




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Allocations	 	 	 
	 	 	LC	 	 	 	 	 	 	 	5-yr.	 	5-yr.	 	8-yr.	 	5-yr.	 
	Entity	 	Number	 	Issued by	 	Beneficiary	 	Purpose	 	Series A	 	Series B	 	Series C	 	Series B	 
	08 CBI NV
	 	750105	 	JP Morgan Chase	 	AIG	 	Financial	 	None	 	None	 	None	 	 	4,436,842	 
	37Ind Constructors
	 	3083788	 	Bank of America	 	Golden Pass	 	Performance	 	None	 	None	 	None	 	 	26,100,957	 
	92 Howe Baker Engineers
	 	280418	 	JP Morgan Chase	 	Frontier El Dorado Refining	 	Financial	 	None	 	None	 	None	 	 	532,000	 
	92 Howe Baker Engineers
	 	253550	 	JP Morgan Chase	 	Cabinda Gulf Oil Company Ltd	 	Performance	 	None	 	None	 	None	 	 	25,250,000	 
	92 Howe Baker Engineers
	 	253547	 	JP Morgan Chase	 	Cabinda Gulf Oil Company Ltd	 	Performance	 	None	 	None	 	None	 	 	25,250,000	 
	71 CSA Trading Company Ltd
	 	217595	 	JP Morgan Chase	 	Pluspetrol Peru Corporation S.A.	 	Performance	 	None	 	None	 	None	 	 	18,102,256	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	99,672,055	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement





 


Page 2 of 77









 







Schedule 2.01 — Credit Linked Deposits and Pro Rata Shares




	 	 	 	 	 	 	 	 	 
	Lender	 	Credit-Linked Deposit	 	 	Pro Rata Share	 
	 
	Phoenix Life Insurance Company
	 	$	15,000,000	 	 	 	15.00	%
	 
	 	 	 	 	 	 	 	 
	Allstate Life Insurance Company
	 	$	35,000,000	 	 	 	35.00	%
	 
	 	 	 	 	 	 	 	 
	Metropolitan Life Insurance
Company
	 	$	50,000,000	 	 	 	50.00	%
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Total
	 	$	100,000,000	 	 	 	100.00	%






Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 3 of 77









 







Schedule 5.04 — Organization and Ownership Shares of Subsidiaries




850 PINE STREET INC. (850)




	 	 	 
	Incorporated Date:
	 	04/20/2006
	Incorporated State:
	 	DELAWARE
	Country:
	 	U.S.A.
	Entity Type:
	 	CB&I Subsidiary
	Federal Tax ID:
	 	20-4730297
	Charter ID:
	 	4145318
	Principal Place of Business:
	 	2103 RESEARCH FOREST DRIVE
	 
	 	THE WOODLANDS, TX 77380
	 
	 	USA
	Registered Agent/Office:
	 	The Corporation Trust Center
	 
	 	1209 Orange Street
	 
	 	Wilmington, DE 19801






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Scott T. Baker

	 	Director
	 	04/20/2006	 	 	 	 
	Luke V. Scorsone

	 	Director
	 	04/20/2006	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Scott T. Baker

	 	President
	 	04/20/2006	 	 	 	 
	Lee A. Murphy

	 	Vice President
	 	07/28/2006	 	 	 	 
	Luciano Reyes

	 	Treasurer
	 	04/20/2006	 	 	 	 
	R. Scott Russell

	 	Assistant Secretary
	 	04/20/2006	 	 	 	 
	Luke V. Scorsone

	 	Vice President
	 	04/20/2006	 	 	 	 
	Robert H. Wolfe

	 	Secretary
	 	04/20/2006	 	 	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	1,000.00	 	 	Par Value:	 	 	0	 
	Number Issued:
	 	 	1,000.00	 	 	 	 	 	 	 
	Percent Issued:
	 	 	100.00	%	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	A & B Builders, Ltd (MANAGED BY MATRIX
MANAGEMENT SERVICES, L.L.C.)
	 	 	1,000.00	 	 	 	100.0000	%	 	 	 	 






A & B Builders, Ltd (MANAGED BY MATRIX MANAGEMENT SERVICES, L.L.C.) (A&B)




	 	 	 
	Incorporated Date:

	 	09/01/1999
	Incorporated State:

	 	Texas
	Country:

	 	U.S.A.
	Entity Type:

	 	Howe-Baker International, L.L.C.
	Federal Tax ID:

	 	76-0151187
	Principal Place of Business:

	 	5324 Gorman Rd
	 

	 	Beaumont, TX 77705
	 

	 	U.S.A.
	Registered Agent/Office:

	 	C T Corporation System
	 

	 	1021 Main Street
	 

	 	Suite 1150
	 

	 	Houston, TX 77002
	 

	 	U.S.A.
	 

	 	Phone: 713-658-9486






Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 4 of 77









 







	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	Director
	 	02/06/2006	 	 	 	 
	Ronald A. Ballschmiede

	 	Director
	 	06/26/2006	 	 	 	 
	Luke V. Scorsone

	 	Director
	 	01/01/2004	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	David L. Anders

	 	Vice

President-Project

Support Services
	 	02/03/2006	 	 	 	 
	Bret E. Hagemeier

	 	Finance Controller
	 	07/24/2006	 	 	 	 
	Scott T. Baker

	 	President
	 	03/24/2006	 	 	 	 
	Mary C. Bray

	 	Secretary
	 	08/30/2004	 	 	 	 
	Lee Murphy

	 	Vice President
	 	08/30/2004	 	 	 	 
	John W. Redmon

	 	Vice President
	 	10/11/2005	 	 	 	 
	Luciano Reyes

	 	Treasurer
	 	07/24/2006	 	 	 	 
	R. Scott Russell

	 	Assistant Secretary
	 	08/20/2001
	 	08/20/2001	 	 






	 
	Common Shares







	 	 	 	 	 
	Number Authorized:
	 	 	100.00	 
	Number Issued:
	 	 	100.00	 
	Percent Issued:
	 	 	100.00	%






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Matrix Engineering, Ltd. (MANAGED BY
HOWE-BAKER INTERNATIONAL MANAGEMENT,
L.L.C.)
	 	 	99.00	 	 	 	99.0000	%	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Shareholders)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Matrix Management Services, L.L.C.
(General Partner) 1%
	 	 	1.00	 	 	 	1.0000	%	 	 	 	 






Arabian CBI Ltd. (ARABCBI)




	 	 	 
	Incorporated Date:

	 	07/24/1976
	Incorporated State:

	 	Saudi Arabia
	Country:

	 	Saudi Arabia
	Entity Type:

	 	CBIBV Subsidiary
	Principal Place of Business:

	 	P.O. Box 1218
	 

	 	Dammam, 31431
	 

	 	Saudi Arabia
	Fiscal Year End:

	 	12/31
	Board Composition:

	 	Current: 4; Min: ; Max:






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Abdullah Ibrahim A. Alfadl

	 	Director
	 	05/17/2004
	 	05/08/2006	 	 
	Philip K. Asherman

	 	Director
	 	05/08/2006	 	 	 	 
	David L. King

	 	Director
	 	05/08/2006	 	 	 	 
	Paul A. Mackzum

	 	Director
	 	12/06/2004
	 	05/08/2006	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Paul A. Mackzum

	 	General Manager
	 	12/06/2004
	 	05/08/2006	 	 






Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 5 of 77









 







Common Shares




	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	400.00	 	 	Par Value:	 	SR 5,000
	Number Issued:
	 	 	400.00	 	 	 	 	 	 	 
	Percent Issued:
	 	 	100.00	%	 	 	 	 	 	 
	Treasury Shares:
	 	 	0.00	 	 	 	 	 	 	 
	Number Outstanding:
	 	 	400.00	 	 	 	 	 	 	 
	Percent Outstanding:
	 	 	100.00	%	 	 	 	 	 	 







			
	Comments:	 	05/20/1981: “...the paid-in-capital of the company is to be increased by 2 million Saudi Riyals,
making the total paid-in-capital 4 million Saudi Riyals instead of 2 million.”






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company B.V.
	 	 	300.00	 	 	 	75.0000	%	 	 	75.0000	%






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Officers/Directors)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Saleh Abdullah Alfadl
	 	 	70.00	 	 	 	17.5000	%	 	 	17.5000	%






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Shareholders)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Ibrahim Abdullah Alfadl
	 	 	30.00	 	 	 	7.5000	%	 	 	7.5000	%






Arabian CBI Tank Manufacturing Company Limited (ARABTANK)




	 	 	 
	Incorporated Date:

	 	12/15/1985
	Incorporated State:

	 	Saudi Arabia
	Country:

	 	Saudi Arabia
	Entity Type:

	 	CBIBV Subsidiary
	Principal Place of Business:

	 	P.O. Box 1218
	 

	 	Dammam 31431
	 

	 	Saudi Arabia
	Fiscal Year End:

	 	12/31
	Board Composition:

	 	Current: 4; Min: ; Max:






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Abdullah Ibrahim A. Alfadl

	 	Director
	 	05/17/2004
	 	05/08/2006	 	 
	Philip K. Asherman

	 	Director
	 	05/08/2006	 	 	 	 
	David L. King

	 	Director
	 	05/08/2006	 	 	 	 
	Paul A. Mackzum

	 	Director
	 	05/17/2004
	 	05/08/2006	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	400.00	 	 	Par Value:	 	9,250 SR
	Number Issued:
	 	 	400.00	 	 	 	 	 	 	 
	Percent Issued:
	 	 	100.00	%	 	 	 	 	 	 







			
	Comments:	 	SR = Saudi Riyals






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company B.V.
	 	 	300.00	 	 	 	75.0000	%	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Shareholders)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Commercial & Industrial Services Co. Ltd.
	 	 	100.00	 	 	 	25.0000	%	 	 	 	 






Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 6 of 77









 







Arabian Gulf Material Supply Company, Ltd. (ARABGULF)




	 	 	 
	Incorporated Date:

	 	12/18/1997
	Incorporated State:

	 	Cayman Islands
	Country:

	 	British West Indies
	Entity Type:

	 	CBIBV Subsidiary
	Principal Place of Business:

	 	P.O. Box 46826

Abu Dhabi 

United Arab Emirates
	Registered Agent/Office:

	 	Maples and Calder, Attorneys at Law
	 

	 	Ugland House, P.O. Box 309
	 

	 	George Town
	 

	 	Grand Cayman
	 

	 	Cayman Islands, British West Indies
	 

	 	Phone: 1-345-949-8066
	Fiscal Year End:

	 	12/31
	Board Composition:

	 	Current: ; Min: ; Max: 10






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Alan R. Black

	 	Director
	 	11/08/2000	 	 	 	 
	Kenneth W. Ford

	 	Director
	 	08/26/1998
	 	08/26/1998	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Alan R. Black

	 	Treasurer
	 	11/08/2000	 	 	 	 
	 

	 	Vice President
	 	11/08/2000	 	 	 	 
	Kenneth W. Ford

	 	President
	 	08/26/1998
	 	08/26/1998	 	 
	R. Scott Russell

	 	Secretary
	 	01/01/1998
	 	01/01/1998	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	50,000.00	 	 	Par Value:	 	$	1.00	 
	Number Issued:
	 	 	2.00	 	 	 	 	 	 	 
	Percent Issued:
	 	 	0.00	%	 	 	 	 	 	 
	Treasury Shares:
	 	 	0.00	 	 	 	 	 	 	 
	Number Outstanding:
	 	 	2.00	 	 	 	 	 	 	 
	Percent Outstanding:
	 	 	100.00	%	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron (Antilles) N. V.
	 	 	2.00	 	 	 	100.0000	%	 	 	100.0000	%






Asia Pacific Supply Co. (ASIA)




	 	 	 
	Incorporated Date:

	 	03/11/1985
	Incorporated State:

	 	Delaware
	Country:

	 	U.S.A.
	Entity Type:

	 	CB&I Subsidiary
	Federal Tax ID:

	 	36-3368217
	Principal Place of Business:

	 	1501 North Division Street
	 

	 	Plainfield, IL 60544
	 

	 	USA
	Registered Agent/Office:

	 	The Corporation Trust Company
	 

	 	Corporation Trust Center
	 

	 	1209 Orange Street
	 

	 	Wilmington, DE 19801
	 

	 	U.S.A.
	 

	 	Phone: 302-658-7581
	Fiscal Year End:

	 	12/31
	Board Composition:

	 	Current: 1; Min: ; Max:






Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 7 of 77









 







	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	Director
	 	02/06/2006	 	 	 	 
	Ronald A. Ballschmiede

	 	Director
	 	06/26/2006	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	President
	 	02/06/2006	 	 	 	 
	Luciano Reyes

	 	Treasurer
	 	02/08/2006	 	 	 	 
	R. Scott Russell

	 	Secretary
	 	11/16/1999
	 	10/11/2005	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	100,000.00	 	 	Par Value:	 	$	10.00	 
	Number Issued:
	 	 	100.00	 	 	 	 	 	 	 
	Percent Issued:
	 	 	0.10	%	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company
	 	 	100.00	 	 	 	100.0000	%	 	 	 	 






Atlantis Contractors Inc. (ATLANTIS)




	 	 	 
	Incorporated Date:

	 	12/12/1972
	Incorporated State:

	 	Delaware
	Country:

	 	U.S.A.
	Entity Type:

	 	CB&I Subsidiary
	Federal Tax ID:

	 	36-2761226
	Principal Place of Business:

	 	1501 North Division Street
	 

	 	Plainfield, IL 60544
	 

	 	USA
	Registered Agent/Office:

	 	The Corporation Trust Company
	 

	 	Corporation Trust Center
	 

	 	1209 Orange Street
	 

	 	Wilmington, DE 19801
	 

	 	U.S.A.
	 

	 	Phone: 302-658-7581
	Fiscal Year End:

	 	12/31
	Board Composition:

	 	Current: 1; Min: ; Max:






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	Director
	 	02/06/2006	 	 	 	 
	Ronald A. Ballschmiede

	 	Director
	 	06/26/2006	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	President
	 	02/06/2006	 	 	 	 
	Luciano Reyes

	 	Treasurer
	 	02/08/2006	 	 	 	 
	R. Scott Russell

	 	Secretary
	 	11/16/1999
	 	10/11/2005	 	 






Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 8 of 77









 







Common Shares




	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	100.00	 	 	Par Value:	 	$	0.00	 
	Number Issued:
	 	 	100.00	 	 	 	 	 	 	 
	Percent Issued:
	 	 	100.00	%	 	 	 	 	 	 
	Treasury Shares:
	 	 	0.00	 	 	 	 	 	 	 
	Number Outstanding:
	 	 	100.00	 	 	 	 	 	 	 
	Percent Outstanding:
	 	 	100.00	%	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company
	 	 	100.00	 	 	 	100.0000	%	 	 	100.0000	%






CB&I (Global Services) Limited (00024)




	 	 	 	 	 
	Incorporated Date:

	 	11/07/2003	 
	Incorporated State:

	 	Dublin

	Country:

	 	Ireland

	Entity Type:

	 	CBIBV Subsidiary

	Federal Tax ID:

	 	none

	Charter ID:

	 	374864	 
	Principal Place of Business:

	 	Arthor Cox Bld.

	 

	 	Earlsfort Terrace

	 

	 	Dublin 2

	 

	 	Ireland

	Registered Agent/Office:

	 	Arthur Cox Building, Earlsfort Terrace,

	 

	 	Arthur Cox Building

	 

	 	Earlsfort Terrace

	 

	 	Dublin 2

	 

	 	Dublin







	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Patrick Godfrey Butler

	 	Director
	 	11/07/2003	 	 	 	 
	Kevin Forder

	 	Director	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Bradwell Limited

	 	Secretary
	 	11/07/2003	 	 	 	 






Ordinary




	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	100,000.00	 	 	Par Value:	 	US$	1.00	 
	Number Issued:
	 	 	1,000.00	 	 	 	 	 	 	 
	Percent Issued:
	 	 	1.00	%	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company B.V.
	 	 	1,000.00	 	 	 	100.0000	%	 	 	 	 






Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 9 of 77









 







CB&I (Nigeria) Limited (NIGERIA)




	 	 	 
	Incorporated Date:

	 	07/23/1997
	Incorporated State:

	 	Nigeria
	Country:

	 	Nigeria
	Entity Type:

	 	CBIBV Subsidiary
	Principal Place of Business:

	 	17 King Perekule Rd.
	 

	 	GRA Phase II
	 

	 	Port Harcourt
	 

	 	Nigeria
	Board Composition:

	 	Current: ; Min: 2; Max: 7






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	John R. Edmonds

	 	Director
	 	01/24/2000	 	 	 	 
	David B. Engle

	 	Director
	 	01/24/2000	 	 	 	 
	Peter R. Rano

	 	Director
	 	01/24/2000	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	VI Services Ltd.

	 	Secretary	 	 	 	 	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	5,000,000.00	 	 	Par Value:	 	 	N5,000,000.00	 
	Number Issued:
	 	 	5,000,000.00	 	 	 	 	 	 	 
	Percent Issued:
	 	 	100.00	%	 	 	 	 	 	 







			
	Comments:	 	N = Nigerian Naira






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company B.V.
	 	 	4,999,999.00	 	 	 	100.0000	%	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Shareholders)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	CB&I Europe B.V.
	 	 	1.00	 	 	 	0.0000	%	 	 	 	 






CB&I CANADA LTD. (JBHYDRO)




	 	 	 	 	 
	Incorporated Date:

	 	12/19/2001	 
	Incorporated State:

	 	Halifax

	Country:

	 	Nova Scotia

	Entity Type:

	 	CB&I John Brown Subsidiary

	Charter ID:

	 	3062638	 
	Principal Place of Business:

	 	20 Eastbourne Terrace

	 

	 	London

	 

	 	England

	Registered Agent/Office:

	 	Lawrence J. Stordy

	 

	 	Suite 800, 1959 Upper Water Street

	 

	 	P. O. Box 997

	 

	 	Halifax

	 

	 	Nova Scotia

	 

	 	Phone: 902-420-3200







	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Marc R. Beauregard

	 	Director
	 	11/01/2003	 	 	 	 
	Duncan MacPhee

	 	Director
	 	11/01/2003	 	 	 	 
	Mark A. Stobart

	 	Director
	 	11/01/2003	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Cindy Hunter

	 	Secretary
	 	12/19/2001	 	 	 	 
	Mike T. Smith

	 	President
	 	11/01/2003	 	 	 	 






Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 10 of 77









 







Common Shares




	 	 	 	 	 
	Number Authorized:
	 	 	1,000,000.00	 
	Number Issued:
	 	 	100.00	 
	Percent Issued:
	 	 	0.01	%







			
	Comments:	 	Cert No. 1 for 1 share issued to Lawrence Stordy was cancelled pm 12/19/01.






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	CB&I UK LIMITED
	 	 	100.00	 	 	 	100.0000	%	 	 	 	 






CB&I Constructors, Inc. (CONSTRUCT)




	 	 	 
	Incorporated Date:

	 	08/31/1979
	Incorporated State:

	 	Texas
	Country:

	 	U.S.A.
	Entity Type:

	 	CB&I Subsidiary
	Federal Tax ID:

	 	36-3046868
	Charter ID:

	 	unknown
	Principal Place of Business:

	 	2103 Research Forest Drive
	 

	 	The Woodlands, TX 77380
	 

	 	USA
	Registered Agent/Office:

	 	C T Corporation System
	 

	 	Registered Office
	 

	 	350 North St. Paul Street
	 

	 	Dallas, TX 75201
	 

	 	U.S.A.
	 

	 	Phone: 214-979-1172
	Fiscal Year End:

	 	12/31
	Board Composition:

	 	Current: 5; Min: 4; Max: 7






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	Director
	 	02/06/2006	 	 	 	 
	Ronald A. Ballschmiede

	 	Director
	 	06/26/2006	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	James M. Braden

	 	President
	 	01/01/2004
	 	10/11/2005	 	 
	Luciano Reyes

	 	Treasurer
	 	02/08/2006	 	 	 	 
	Marty H. Smith

	 	Vice President-Sales
	 	08/07/2006	 	 	 	 
	Robert H. Wolfe

	 	Secretary
	 	03/18/2004
	 	10/11/2005	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	1,000,000.00	 	 	Par Value:	 	$	1.00	 
	Number Issued:
	 	 	1,000,000.00	 	 	 	 	 	 	 
	Percent Issued:
	 	 	100.00	%	 	 	 	 	 	 
	Treasury Shares:
	 	 	0.00	 	 	 	 	 	 	 
	Number Outstanding:
	 	 	1,000,000.00	 	 	 	 	 	 	 
	Percent Outstanding:
	 	 	100.00	%	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company
	 	 	1,000,000.00	 	 	 	100.0000	%	 	 	100.0000	%






Preferred Shares




	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	125,000.00	 	 	Par Value:	 	$	1.00	 






Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 11 of 77









 







CB&I Engineering Consultant (Shanghai) Co. Ltd. (00025)




	 	 	 
	Incorporated State:

	 	Shanghai
	Country:

	 	China
	Entity Type:

	 	CBIBV Subsidiary
	Principal Place of Business:

	 	Room 329, Building Six, No. 613,
	 

	 	E. Shan Road
	 

	 	Pudong District, Shanghai
	 

	 	China






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Raymond Buckley

	 	Chairman	 	 	 	 	 	 
	Ping-Chung Han

	 	Legal Representative	 	 	 	 	 	 






Capital Contributions





			
	Comments:	 	Total investment of the
Company is US$200,000

Registered capital is US$140,000






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	CB&I Europe B. V.
	 	 	 	 	 	 	 	 	 	 	 	 






CB&I Europe B. V. (EUROPE)




	 	 	 
	Incorporated Date:

	 	08/04/1998
	Incorporated State:

	 	The Netherlands
	Country:

	 	The Netherlands
	Entity Type:

	 	CBIBV Subsidiary
	Principal Place of Business:

	 	P.O. Box 2043
	 

	 	2130 GE Hoofddorp
	 

	 	The Netherlands
	Fiscal Year End:

	 	12/31
	Board Composition:

	 	Current: ; Min: 1; Max:






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	Managing Director	 	 	 	 	 	 
	Alan R. Black

	 	Managing Director
	 	10/01/2000
	 	10/01/2000	 	 
	Raymond Buckley

	 	Managing Director
	 	05/30/2001
	 	05/30/2001	 	 
	John R. Edmonds

	 	Managing Director
	 	08/04/1998
	 	08/04/1998	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	200.00	 	 	Par Value:	 	NLG 1,000
	Number Issued:
	 	 	40.00	 	 	 	 	 	 	 
	Percent Issued:
	 	 	20.00	%	 	 	 	 	 	 
	Treasury Shares:
	 	 	0.00	 	 	 	 	 	 	 
	Number Outstanding:
	 	 	40.00	 	 	 	 	 	 	 
	Percent Outstanding:
	 	 	100.00	%	 	 	 	 	 	 







			
	Comments:	 	NLG = Dutch Guilders






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	CMP Holdings B.V.
	 	 	40.00	 	 	 	100.0000	%	 	 	100.0000	%






Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 12 of 77









 







CB&I Finance Company Limited (00023)




	 	 	 
	Incorporated Date:

	 	07/10/2003
	Incorporated State:

	 	Dublin
	Country:

	 	Ireland
	Entity Type:

	 	CBIBV Subsidiary
	Principal Place of Business:

	 	69/71 St. Stephen’s Green
	 

	 	Dublin 2
	 

	 	Ireland
	Registered Agent/Office:

	 	69/71 St. Stephen’s Green, Dublin 2
	 

	 	Ireland






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Alan R. Black

	 	Director
	 	07/10/2003	 	 	 	 
	Patrick Godfrey Butler

	 	Director
	 	07/10/2003	 	 	 	 
	Timothy Moran

	 	Director
	 	11/22/2003	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Bradwell Limited

	 	Secretary
	 	10/22/2003	 	 	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	100,000.00	 	 	Par Value:	 	1 Euro
	Number Issued:
	 	 	2.00	 	 	 	 	 	 	 
	Percent Issued:
	 	 	0.00	%	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company B.V.
	 	 	2.00	 	 	 	100.0000	%	 	 	 	 






CB&I HOUSTON 06 LLC (06)




	 	 	 
	Incorporated Date:

	 	06/30/2005
	Incorporated State:

	 	Delaware
	Country:

	 	U.S.A.
	Entity Type:

	 	CB&I TYLER COMPANY
	Federal Tax ID:

	 	20-3197110
	Principal Place of Business:

	 	2103 Research Forest Drive
	 

	 	The Woodlands, TX 77380
	 

	 	U.S.A.
	Registered Agent/Office:

	 	The Corporation Trust Company
	 

	 	Corporation Trust Center
	 

	 	1209 Orange Street
	 

	 	Wilmington, DE 19801
	 

	 	U.S.A.
	 

	 	Phone: 302-658-7581






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Luciano Reyes

	 	Director
	 	10/11/2005	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Luciano Reyes

	 	Vice President & Treasurer
	 	10/11/2005	 	 	 	 
	Walter G. Browning

	 	Assistant Secretary
	 	06/30/2005
	 	10/11/2005	 	 
	R. Scott Russell

	 	Secretary
	 	06/30/2005
	 	10/11/2005	 	 






Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 13 of 77









 





Membership Units




	 	 	 	 	 
	Number Authorized:
	 	 	100.00	 
	Number Issued:
	 	 	1.00	 
	Percent Issued:
	 	 	1.00	%






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	CB&I Tyler Company
	 	 	1.00	 	 	 	100.0000	%	 	 	 	 






CB&I HOUSTON 07 LLC (07)




	 	 	 
	Incorporated Date:

	 	06/30/2005
	Incorporated State:

	 	Delaware
	Country:

	 	U.S.A.
	Entity Type:

	 	CB&I TYLER COMPANY
	Federal Tax ID:

	 	20-3197179
	Principal Place of Business:

	 	2103 Research Forest Drive
	 

	 	The Woodlands, TX 77380
	 

	 	U.S.A.
	Registered Agent/Office:

	 	The Corporation Trust Company
	 

	 	Corporation Trust Center
	 

	 	1209 Orange Street
	 

	 	Wilmington, DE 19801
	 

	 	U.S.A.
	 

	 	Phone: 302-658-7581








	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Luciano Reyes

	 	Director
	 	10/11/2005	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Luciano Reyes

	 	Vice President & Treasurer
	 	10/11/2005	 	 	 	 
	Walter G. Browning

	 	Assistant Secretary
	 	06/30/2005
	 	10/11/2005	 	 
	R. Scott Russell

	 	Secretary
	 	06/30/2005
	 	10/11/2005	 	 






Membership Units




	 	 	 	 	 
	Number Authorized:
	 	 	100.00	 
	Number Issued:
	 	 	1.00	 
	Percent Issued:
	 	 	1.00	%






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	CB&I Tyler Company
	 	 	1.00	 	 	 	100.0000	%	 	 	 	 






Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 14 of 77









 





CB&I HOUSTON 08 LLC (08)




	 	 	 
	Incorporated Date:

	 	06/30/2005
	Incorporated State:

	 	Delaware
	Country:

	 	U.S.A.
	Entity Type:

	 	CB&I TYLER COMPANY
	Federal Tax ID:

	 	20-3197221
	Principal Place of Business:

	 	2103 Research Forest Drive
	 

	 	The Woodlands, TX 77381
	 

	 	U.S.A.
	Registered Agent/Office:

	 	The Corporation Trust Company
	 

	 	Corporation Trust Center
	 

	 	1209 Orange Street
	 

	 	Wilmington, DE 19801
	 

	 	U.S.A.
	 

	 	Phone: 302-658-7581






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Luciano Reyes

	 	Director
	 	10/11/2005	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Luciano Reyes

	 	Vice President & Treasurer
	 	10/11/2005	 	 	 	 
	Walter G. Browning

	 	Assistant Secretary
	 	06/30/2005
	 	10/11/2005	 	 
	R. Scott Russell

	 	Secretary
	 	06/30/2005
	 	10/11/2005	 	 






Membership Units




	 	 	 	 	 
	Number Authorized:
	 	 	100.00	 
	Number Issued:
	 	 	1.00	 
	Percent Issued:
	 	 	1.00	%






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	CB&I Tyler Company
	 	 	1.00	 	 	 	100.0000	%	 	 	 	 








CB&I HOUSTON 09 LLC (09)




	 	 	 
	Incorporated Date:

	 	06/30/2005
	Incorporated State:

	 	Delaware
	Country:

	 	U.S.A.
	Entity Type:

	 	CB&I TYLER COMPANY
	Federal Tax ID:

	 	20-3197315
	Principal Place of Business:

	 	2103 Research Forest Dr.
	 

	 	The Woodlands, TX 77380
	 

	 	U.S.A.
	Registered Agent/Office:

	 	The Corporation Trust Company
	 

	 	Corporation Trust Center
	 

	 	1209 Orange Street
	 

	 	Wilmington, DE 19801
	 

	 	U.S.A.
	 

	 	Phone: 302-658-7581






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Luciano Reyes

	 	Director
	 	10/11/2005	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Luciano Reyes

	 	Vice President & Treasurer
	 	10/11/2005	 	 	 	 
	Walter G. Browning

	 	Assistant Secretary
	 	06/30/2005
	 	10/11/2005	 	 
	R. Scott Russell

	 	Secretary
	 	06/30/2005
	 	10/11/2005	 	 






Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement





 


Page 15 of 77












 




CB&I HOUSTON 10 LLC (10)




	 	 	 
	Incorporated Date:

	 	06/30/2005
	Incorporated State:

	 	Delaware
	Country:

	 	U.S.A.
	Entity Type:

	 	CB&I TYLER COMPANY
	Federal Tax ID:

	 	20-3197370






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Luciano Reyes

	 	Director
	 	10/11/2005	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Luciano Reyes

	 	Vice President & Treasurer
	 	10/11/2005	 	 	 	 
	Walter G. Browning

	 	Assistant Secretary
	 	06/30/2005
	 	10/11/2005	 	 
	R. Scott Russell

	 	Secretary
	 	06/30/2005
	 	10/11/2005	 	 






Membership Units




	 	 	 	 	 
	Number Authorized:
	 	 	100.00	 
	Number Issued:
	 	 	1.00	 
	Percent Issued:
	 	 	1.00	%






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	CB&I Tyler Company
	 	 	1.00	 	 	 	100.0000	%	 	 	 	 






CB&I HOUSTON 11 LLC (11)




	 	 	 
	Incorporated Date:

	 	06/30/2005
	Incorporated State:

	 	Delaware
	Country:

	 	U.S.A.
	Entity Type:

	 	CB&I TYLER COMPANY
	Federal Tax ID:

	 	20-3197415
	Principal Place of Business:

	 	2103 Research Forest Drive
	 

	 	The Woodlands, TX 77380
	 

	 	U.S.A.
	Registered Agent/Office:

	 	The Corporation Trust Company
	 

	 	Corporation Trust Center
	 

	 	1209 Orange Street
	 

	 	Wilmington, DE 19801
	 

	 	U.S.A.
	 

	 	Phone: 302-658-7581






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Luciano Reyes

	 	Director
	 	10/11/2005	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Luciano Reyes

	 	Vice President & Treasurer
	 	10/11/2005	 	 	 	 
	Walter G. Browning

	 	Assistant Secretary
	 	06/30/2005
	 	10/11/2005	 	 
	R. Scott Russell

	 	Secretary
	 	06/30/2005
	 	10/11/2005	 	 






Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement



 


Page 16 of 77









 





Membership Units




	 	 	 	 	 
	Number Authorized:
	 	 	100.00	 
	Number Issued:
	 	 	1.00	 
	Percent Issued:
	 	 	1.00	%






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	CB&I Tyler Company
	 	 	1.00	 	 	 	100.0000	%	 	 	 	 







CB&I HOUSTON 12 LLC (12)




	 	 	 
	Incorporated Date:

	 	06/30/2005
	Incorporated State:

	 	Delaware
	Country:

	 	U.S.A.
	Entity Type:

	 	CB&I TYLER COMPANY
	Federal Tax ID:

	 	20-3197452
	Principal Place of Business:

	 	2103 Research Forest Drive
	 

	 	The Woodlands, TX 77380
	 

	 	U.S.A.
	Registered Agent/Office:

	 	The Corporation Trust Company
	 

	 	Corporation Trust Center
	 

	 	1209 Orange Street
	 

	 	Wilmington, DE 19801
	 

	 	U.S.A.
	 

	 	Phone: 302-658-7581






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Luciano Reyes

	 	Director
	 	10/11/2005	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Luciano Reyes

	 	Vice President & Treasurer
	 	10/11/2005	 	 	 	 
	Walter G. Browning

	 	Assistant Secretary
	 	06/30/2005
	 	10/11/2005	 	 
	R. Scott Russell

	 	Secretary
	 	06/30/2005
	 	10/11/2005	 	 






Membership Units




	 	 	 	 	 
	Number Authorized:
	 	 	100.00	 
	Number Issued:
	 	 	1.00	 
	Percent Issued:
	 	 	1.00	%






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	CB&I Tyler Company
	 	 	1.00	 	 	 	100.0000	%	 	 	 	 






CB&I HOUSTON 13 LLC (00026)




	 	 	 
	Incorporated Date:

	 	06/30/2005
	Incorporated State:

	 	Delaware
	Country:

	 	U.S.A.
	Entity Type:

	 	CB&I TYLER COMPANY
	Federal Tax ID:

	 	20-3197532
	Principal Place of Business:

	 	2103 Research Forest Drive
	 

	 	The Woodlands, TX 77380
	 

	 	U.S.A.
	Registered Agent/Office:

	 	The Corporation Trust Company
	 

	 	Corporation Trust Center
	 

	 	1209 Orange Street
	 

	 	Wilmington, DE 19801
	 

	 	U.S.A.
	 

	 	Phone: 302-658-7581






Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement



 


Page 17 of 77









 





	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Luciano Reyes

	 	Director
	 	10/11/2005	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Luciano Reyes

	 	Vice President & Treasurer
	 	10/11/2005	 	 	 	 
	Walter G. Browning

	 	Assistant Secretary
	 	06/30/2005
	 	10/11/2005	 	 
	R. Scott Russell

	 	Secretary
	 	06/30/2005
	 	10/11/2005	 	 






CB&I HOUSTON LLC (HOUSTON)




	 	 	 
	Incorporated Date:

	 	06/16/2005
	Incorporated State:

	 	Delaware
	Country:

	 	U.S.A.
	Entity Type:

	 	CB&I Subsidiary
	Federal Tax ID:

	 	20-3197016
	Principal Place of Business:

	 	2103 Research Forest Drive
	 

	 	The Woodlands, TX 77380
	 

	 	U.S.A.
	Registered Agent/Office:

	 	The Corporation Trust Company
	 

	 	Corporation Trust Center
	 

	 	1209 Orange Street
	 

	 	Wilmington, DE 19801
	 

	 	U.S.A.
	 

	 	Phone: 302-658-7581






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Luciano Reyes

	 	Director
	 	10/11/2005	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Luciano Reyes

	 	Vice President & Treasurer
	 	10/11/2005	 	 	 	 
	Walter G. Browning

	 	Assistant Secretary
	 	06/16/2005
	 	10/11/2005	 	 
	R. Scott Russell

	 	Secretary
	 	06/16/2005
	 	10/11/2005	 	 






Membership Units




	 	 	 	 	 
	Number Authorized:
	 	 	100.00	 
	Number Issued:
	 	 	1.00	 
	Percent Issued:
	 	 	1.00	%






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	CB&I Tyler Company
	 	 	1.00	 	 	 	100.0000	%	 	 	 	 






Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement



 


Page 18 of 77









 





CB&I Hungary Holding Limited Liabiltiy Company (CBI Hungary Kft.) (00020)




	 	 	 
	Incorporated Date:

	 	08/27/2001
	Incorporated State:

	 	Hungary
	Country:

	 	Hungary
	Entity Type:

	 	CB&I Subsidiary
	Principal Place of Business:

	 	CBI Hungary Kft
	 

	 	c/o ABN Amro International Treasury Services Kft.
	 

	 	1133 Budapest, Pozsonyi u 77-79
	 

	 	Hungary
	Registered Agent/Office:

	 	9700-H, Szombathely, Malom u 7. 1/3, Hun
	 

	 	9700-H, Szombathely, Malom u 7. 1/3
	 

	 	Hungary






Registered Capital




	 	 	 	 	 
	Number Authorized:
	 	 	15,000.00	 
	Number Issued:
	 	 	15,000.00	 
	Percent Issued:
	 	 	100.00	%







			
	Comments:	 	Reduced 102,500 by 87,500 = 15,000. HOC Restructuring






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron (Antilles) N. V.
	 	 	14,500.00	 	 	 	96.6667	%	 	 	 	 
	Chicago Bridge & Iron Company B.V.
	 	 	500.00	 	 	 	3.3333	%	 	 	 	 






CB&I London (CB&ILONDON)




	 	 	 
	Incorporated Date:

	 	03/05/2004
	Incorporated State:

	 	London
	Country:

	 	England
	Entity Type:

	 	CB&I John Brown Subsidiary
	Charter ID:

	 	5064097
	Principal Place of Business:

	 	20 Eastbourne Terrace
	 

	 	W2 6LE
	 

	 	London
	 

	 	England
	Registered Agent/Office:

	 	20 Eastbourne Terrace, London W2 6LE
	 

	 	20 Eastbourne Terrace
	 

	 	London
	 

	 	London
	Fiscal Year End:

	 	12/31






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Kevin Forder

	 	Director
	 	01/09/2006	 	 	 	 
	Duncan MacPhee

	 	Director
	 	03/09/2004	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Piers Morris

	 	Secretary
	 	07/27/2004	 	 	 	 






Membership Units




	 	 	 	 	 
	Number Authorized:
	 	 	1.00	 
	Number Issued:
	 	 	1.00	 
	Percent Issued:
	 	 	100.00	%







			
	Comments:	 	$500,000,000 authorized capital divided into 500,000,000 shaes of US$1






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	CB&I UK LIMITED
	 	 	1.00	 	 	 	100.0000	%	 	 	 	 






Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement



 


Page 19 of 77









 





CB&I Paddington Limited (CBIPADDG)




	 	 	 
	Incorporated Date:

	 	03/04/2004
	Incorporated State:

	 	London
	Country:

	 	England
	Entity Type:

	 	CB&I Subsidiary
	Federal Tax ID:

	 	n/a
	Charter ID:

	 	Co. # 5064134
	Principal Place of Business:

	 	20 Eastbourne Terrace
	 

	 	London W26LE
	Registered Agent/Office:

	 	20 Eastbourne Terrace, London W2 6LE
	 

	 	20 Eastbourne Terrace
	 

	 	London
	 

	 	London






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Kevin Forder

	 	Director
	 	01/09/2006	 	 	 	 
	Duncan MacPhee

	 	Director
	 	03/09/2004	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Piers Morris

	 	Secretary
	 	07/28/2004	 	 	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	500,000,000.00	 	 	Par Value:	 	US$	1.00	 
	Number Issued:
	 	 	3,589,077.00	 	 	 	 	 	 	 	 	 
	Percent Issued:
	 	 	0.72	%	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	CB&I Tyler Company
	 	 	3,589,077.00	 	 	 	100.0000	%	 	 	 	 






CB&I Tyler Company (00017)




	 	 	 
	Incorporated Date:

	 	06/13/2000
	Incorporated State:

	 	Delaware
	Country:

	 	U.S.A.
	Entity Type:

	 	CB&I Subsidiary
	Federal Tax ID:

	 	75-2905637
	Principal Place of Business:

	 	1501 North Division Street
	 

	 	Plainfield, IL 60544-8984
	 

	 	U.S.A.
	Registered Agent/Office:

	 	The Corporation Trust Company
	 

	 	Corporation Trust Center
	 

	 	1209 Orange Street
	 

	 	Wilmington, DE 19801
	 

	 	U.S.A.
	 

	 	Phone: 302-658-7581






Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement



 


Page 20 of 77









 





	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	Director
	 	02/06/2006	 	 	 	 
	Ronald A. Ballschmiede

	 	Director
	 	06/26/2006	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	President
	 	02/06/2006	 	 	 	 
	Walter G. Browning

	 	Vice President
	 	03/18/2004	 	 	 	 
	 

	 	General Counsel
	 	03/18/2004	 	 	 	 
	Luciano Reyes

	 	Treasurer
	 	02/08/2006	 	 	 	 
	R. Scott Russell

	 	Secretary
	 	07/28/2000
	 	07/28/2000	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	1,000.00	 	 	Par Value:	 	US$	1.00	 
	Number Issued:
	 	 	1,000.00	 	 	 	 	 	 	 	 	 
	Percent Issued:
	 	 	100.00	%	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company
	 	 	1,000.00	 	 	 	100.0000	%	 	 	 	 






Preferred Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	100.00	 	 	Par Value:	 	$	1.00	 
	Number Issued:
	 	 	10.00	 	 	 	 	 	 	 	 	 
	Percent Issued:
	 	 	10.00	%	 	 	 	 	 	 	 	 







			
	Comments:	 	Issued to CB&I Woodlands LLC






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	CB&I WOODLANDS LLC
	 	 	10.00	 	 	 	100.0000	%	 	 	 	 






CB&I UK LIMITED (CBIJB)




	 	 	 
	Incorporated Date:

	 	05/14/2002
	Incorporated State:

	 	Staines, Middlesex
	Country:

	 	United Kingdom
	Principal Place of Business:

	 	20 Eastbourne Terrace
	 

	 	London Road
	 

	 	London
	 

	 	United Kingdom
	Registered Agent/Office:

	 	Mary Ryan
	 

	 	20 Eastbourne Terrace
	 

	 	London
	 

	 	Staines, Middlesex






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	Director
	 	10/14/2004	 	 	 	 
	Peter Bennett

	 	Director
	 	10/14/2004	 	 	 	 
	Walter G. Browning

	 	Director
	 	10/14/2004	 	 	 	 
	Kevin Forder

	 	Director
	 	01/09/2006	 	 	 	 
	David L. King

	 	Director
	 	06/27/2006	 	 	 	 
	Duncan MacPhee

	 	Director
	 	06/25/2003	 	 	 	 
	Timothy J. Moran

	 	Director
	 	06/27/2006	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Piers Morris

	 	Secretary
	 	05/01/2004	 	 	 	 






Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement



 


Page 21 of 77









 





Common Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	207,200,000.00	 	 	Par Value:	 	 	1.00	 
	Number Issued:
	 	 	117,074,741.00	 	 	 	 	 	 	 	 	 
	Percent Issued:
	 	 	56.50	%	 	 	 	 	 	 	 	 







			
	Comments:	 	(pounds)

Increased by the creation of 200,000,000 ordinary shares in July 2004.






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron (Antilles) N. V.
	 	 	1.00	 	 	 	0.0000	%	 	 	 	 
	Chicago Bridge & Iron Company B.V.
	 	 	117,074,740.00	 	 	 	100.0000	%	 	 	 	 






CB&I WOODLANDS LLC (CB&IWOODL)




	 	 	 
	Incorporated Date:

	 	03/01/2004
	Incorporated State:

	 	Delaware
	Country:

	 	U.S.A.
	Entity Type:

	 	CB&I London Subsidiary
	Charter ID:

	 	5064097
	Principal Place of Business:

	 	2103 Ressearch Forest Drive
	 

	 	The Woodlands, TX 77380
	 

	 	USA
	Registered Agent/Office:

	 	The Corporation Trust Company
	 

	 	Corporation Trust Center
	 

	 	1209 Orange Street
	 

	 	Wilmington, DE 19801
	 

	 	U.S.A.
	 

	 	Phone: 302-658-7581
	Fiscal Year End:

	 	01/03






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Ronald A. Ballschmiede

	 	Director
	 	06/26/2006	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Sergio Lopez

	 	Assistant Secretary
	 	10/11/2005	 	 	 	 
	Luciano Reyes

	 	Treasurer
	 	02/08/2006	 	 	 	 
	R. Scott Russell

	 	Secretary
	 	03/01/2004
	 	10/11/2005	 	 






Membership Units




	 	 	 	 	 
	Number Authorized:
	 	 	2.00	 
	Number Issued:
	 	 	2.00	 
	Percent Issued:
	 	 	100.00	%







			
	Comments:	 	CB&I (Delaware) assigned its membership unit to CB&I London Limited






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	CB&I Tyler Company
	 	 	2.00	 	 	 	100.0000	%	 	 	 	 






Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement



 


Page 22 of 77









 





CBI (Malaysia) Sdn. Bhd. (MALAYSIA)




	 	 	 
	Incorporated Date:

	 	12/03/1980
	Incorporated State:

	 	Malaysia
	Country:

	 	Malaysia
	Entity Type:

	 	CBIBV Subsidiary
	Principal Place of Business:

	 	10.02 Wisma Cosway
	 

	 	Jalan Raja Chulan
	 

	 	50200 Kuala Lumpur
	 

	 	Malaysia
	Registered Agent/Office:

	 	Cheang & Ariff (William Leong)
	 

	 	39 Court
	 

	 	39, Jalan Yap Kwan Seng
	 

	 	Kuala Lumpur, W. Mal, 50450
	 

	 	Malaysia
	 

	 	Phone: 24808031
	Board Composition:

	 	Current: ; Min: 2; Max: 7






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Datuk Abdullah Bin Ali

	 	Director
	 	 	 	06/10/1998	 	 
	Haji Sulaiman Bin Ali

	 	Director
	 	 	 	06/13/1996	 	 
	Ping-Chung Han

	 	Director
	 	11/09/2001	 	 	 	 
	Abdul R. Muhammed

	 	Director
	 	08/26/1998
	 	08/26/1998	 	 
	Keith E. Nockels

	 	Director	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Ping-Chung Han

	 	Vice President Sales

& Marketing, Asia	 	 	 	 	 	 
	 

	 	Vice President-Sales

& Marketing-Asia	 	 	 	 	 	 
	Wong Keem Ming

	 	Financial Manager
	 	08/23/1995
	 	08/23/1995	 	 
	Keith E. Nockels

	 	Area Director of
Operations, APA
	 	05/01/1996
	 	05/01/1996	 	 
	Abdul Rais Muhamad Nor

	 	Deputy General Manager	 	 	 	 	 	 
	Rachel Wong Wai Yin

	 	Joint Secretary
	 	06/01/1994
	 	08/23/1995	 	 
	Loy Tuan Bee

	 	Secretary
	 	11/01/1995
	 	11/01/1995	 	 
	 

	 	Legal Advisor
	 	11/01/1995
	 	11/01/1995	 	 
	Datuk Abdullah Bin Ali

	 	Chairman of the Board
	 	02/23/1983	 	 	 	 
	Wong Keem Ming

	 	Treasurer
	 	08/23/1995
	 	08/23/1995	 	 
	Abdul R. Muhammed

	 	Sales Manager
	 	04/01/1998
	 	04/01/1998	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	5,000,000.00	 	 	Par Value:	 	 	M$1	 
	Number Issued:
	 	 	1,500,000.00	 	 	 	 	 	 	 	 	 
	Percent Issued:
	 	 	30.00	%	 	 	 	 	 	 	 	 







			
	Comments:	 	M$ = Malaysian Ringgit






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company B.V.
	 	 	735,000.00	 	 	 	49.0000	%	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Officers/Directors)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Haji Sulaiman Bin Ali
	 	 	140,000.00	 	 	 	9.3333	%	 	 	 	 
	Abdul R. Muhammed
	 	 	30,000.00	 	 	 	2.0000	%	 	 	 	 
	Datuk Abdullah Bin Ali
	 	 	595,000.00	 	 	 	39.6667	%	 	 	 	 






Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement



 


Page 23 of 77









 





CBI (Philippines) Inc. (CBIPHILIPP)




	 	 	 
	Incorporated Date:

	 	03/23/1962
	Incorporated State:

	 	Philippines
	Country:

	 	Philippines
	Entity Type:

	 	CBIBV Subsidiary
	Principal Place of Business:

	 	Alta-Meco Compound, Sunvalley
	 

	 	KM. 15 West Service Road, South Superhighway 1700
	 

	 	Paranaque, Metro Manila
	 

	 	Phillippines
	Registered Agent/Office:

	 	Reyes Santayana Molo & Allegre
	 

	 	3rd Floor, Zaragosa Building
	 

	 	102 Gamboa Street, Legaspi Village
	 

	 	Makati, Metro Manila
	 

	 	Philippines
	 

	 	Phone: 86-39-76
	Fiscal Year End:

	 	12/31
	Board Composition:

	 	Current: 5; Min: ; Max:






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Orlando B. Badong

	 	Director
	 	04/23/2002
	 	04/15/2005	 	 
	David J Cochran

	 	Director
	 	04/11/2006	 	 	 	 
	Ping-Chung Han

	 	Director
	 	04/23/2002
	 	04/15/2005	 	 
	Carlito H. Javier

	 	Director
	 	03/16/1998
	 	04/15/2005	 	 
	Salomon F. Reyes

	 	Director
	 	03/15/1975
	 	04/15/2005	 	 
	Silverio S. Tayao

	 	Director
	 	03/15/1975
	 	04/15/2005	 	 
	Kenneth T. Tsurusaki

	 	Director
	 	10/16/2000
	 	03/30/2004	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Salomon F. Reyes

	 	Corporate Secretary
	 	04/03/2002
	 	03/30/2004	 	 
	Kenneth T. Tsurusaki

	 	Operations Manager
	 	05/22/2000
	 	03/30/2004	 	 
	Orlando B. Badong

	 	Assistant Secretary
	 	03/15/1995
	 	03/30/2004	 	 
	 

	 	Assistant Treasurer
	 	03/15/1995
	 	03/30/2004	 	 
	David J. Cochrane

	 	President
	 	04/11/2006	 	 	 	 
	Carlito H. Javier

	 	Vice President
	 	03/16/1998
	 	03/30/2004	 	 
	 

	 	Sales Manager
	 	04/03/2002
	 	03/30/2004	 	 
	Geoffrey Ronald Loft

	 	Treasurer
	 	04/15/2005	 	 	 	 
	Salomon F. Reyes

	 	Secretary
	 	04/01/1980
	 	03/30/2004	 	 
	Kenneth T. Tsurusaki

	 	Vice President
	 	05/22/2000
	 	03/30/2004	 	 






Common Shares




	 	 	 	 	 
	Number Authorized:
	 	 	2,000,000.00	 
	Number Issued:
	 	 	1,200,000.00	 
	Percent Issued:
	 	 	60.00	%







			
	Comments:	 	3/30/04: Increased authorized capital from Php5,0000,000.00 to
Php20,000,000.00 divided into 2,000,000 shs, par value Php10.00 each






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company B.V.
	 	 	1,199,993.00	 	 	 	99.9994	%	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Shareholders)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Carlito H. Javier
	 	 	1.00	 	 	 	0.0001	%	 	 	 	 
	Salomon F. Reyes
	 	 	1.00	 	 	 	0.0001	%	 	 	 	 
	Silverio S. Tayao
	 	 	1.00	 	 	 	0.0001	%	 	 	 	 
	Badong, Orlando B.
	 	 	1.00	 	 	 	0.0001	%	 	 	 	 
	Tsurusaki, Kenneth T.
	 	 	1.00	 	 	 	0.0001	%	 	 	 	 
	Chung-Han, Ping
	 	 	1.00	 	 	 	0.0001	%	 	 	 	 
	David J. Cochrane
	 	 	1.00	 	 	 	0.0001	%	 	 	 	 






Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement



 


Page 24 of 77









 





CBI (Thailand) Limited (CBIST)




	 	 	 
	Incorporated Date:

	 	07/30/1993
	Incorporated State:

	 	Bangkok Metropolis, Thailand
	Country:

	 	Thailand
	Entity Type:

	 	CBINV Subsidiary
	Principal Place of Business:

	 	32/38 Sino-Thai Tower, Floor 14B
	 

	 	Sukhumvit 21 (Asoke), Khwaeng Klongtoei-Nua
	 

	 	Khet Wattana, Bangkok 10110
	 

	 	Thailand
	Board Composition:

	 	Current: 8; Min: ; Max:






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Jim Balderstone

	 	Director
	 	07/12/2006	 	 	 	 
	Ping-Chung Han

	 	Director	 	 	 	 	 	 
	Geoffrey Loft

	 	Director
	 	06/30/2006	 	 	 	 
	Phillip Charles Rose

	 	Director
	 	12/14/2001
	 	01/08/2002	 	 
	Asdang Sathirapatti

	 	Director	 	 	 	 	 	 
	Poosit Titanantabutr

	 	Director
	 	07/30/1993	 	 	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	1,000,000.00	 	 	Par Value:	 	 	100 B	 
	Number Issued:
	 	 	1,000,000.00	 	 	 	 	 	 	 	 	 
	Percent Issued:
	 	 	100.00	%	 	 	 	 	 	 	 	 







			
	Comments:	 	B = Thai Baht

Group A Shares are number 1-6,250 and 12,501 to 506,250.

Group B Shares are numbered 6,251 to 12,500 and 506,251 to 1,000,000.






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company B.V.
	 	 	499,998.00	 	 	 	49.9998	%	 	 	 	 
	Neo Creator Co, Limited
	 	 	499,997.00	 	 	 	49.9997	%	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Officers/Directors)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Ping-Chung Han
	 	 	1.00	 	 	 	0.0001	%	 	 	 	 
	Poosit Titanantabutr
	 	 	1.00	 	 	 	0.0001	%	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Shareholders)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Vasinwatanapong, Pattara
	 	 	1.00	 	 	 	0.0001	%	 	 	 	 
	Sensupa, Satit
	 	 	1.00	 	 	 	0.0001	%	 	 	 	 
	Malawan, Anawat
	 	 	1.00	 	 	 	0.0001	%	 	 	 	 






Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement



 


Page 25 of 77









 





CBI ARUBA N.V. (00027)




	 	 	 
	Incorporated Date:

	 	08/04/2005
	Incorporated State:

	 	ARUBA
	Country:

	 	Aruba
	Charter ID:

	 	Aruba 33747.0
	Principal Place of Business:

	 	L.G. Smith Blvd.
	 

	 	50 Oranjestad
	 

	 	Aruba






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Cesar E. Canals

	 	Managing Director
	 	08/04/2005	 	 	 	 
	Orlando R. Gomes

	 	Managing Director
	 	08/04/2005	 	 	 	 
	Kenneth L. Schmidt

	 	Managing Director
	 	08/04/2005	 	 	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	500.00	 	 	Par Value:	 	10,000.00 Aurban Florins
	Number Issued:
	 	 	500.00	 	 	 	 	 	 	 	 	 
	Percent Issued:
	 	 	100.00	%	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company B.V.
	 	 	500.00	 	 	 	100.0000	%	 	 	 	 






CBI Americas Ltd. (AMERICAS)




	 	 	 
	Incorporated Date:

	 	11/04/2004
	Incorporated State:

	 	Delaware
	Country:

	 	U.S.A.
	Entity Type:

	 	CBINV Subsidiary
	Principal Place of Business:

	 	2103 Research Forest Drive
	 

	 	Woodlands, TX 77380
	 

	 	U.S.A.
	Registered Agent/Office:

	 	The Corporation Trust Company
	 

	 	Corporation Trust Center
	 

	 	1209 Orange Street
	 

	 	Wilmington, DE 19801
	 

	 	U.S.A.
	 

	 	Phone: 302-658-7581






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	Director
	 	02/06/2006	 	 	 	 
	Ronald A. Ballschmiede

	 	Director
	 	06/26/2006	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Cesar E. Canals

	 	Vice President, Sales
	 	11/04/2004
	 	10/11/2005	 	 
	Luciano Reyes

	 	Treasurer
	 	02/08/2006	 	 	 	 
	R. Scott Russell

	 	Secretary
	 	11/04/2004
	 	10/11/2005	 	 
	Kenneth L. Schmidt

	 	Vice President
	 	11/04/2004
	 	10/11/2005	 	 
	 

	 	President
	 	03/10/2006	 	 	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	10,000.00	 	 	Par Value:	 	 	0.00	 
	Number Issued:
	 	 	10,000.00	 	 	 	 	 	 	 	 	 
	Percent Issued:
	 	 	100.00	%	 	 	 	 	 	 	 	 







			
	Comments:	 	CBI (a Delaware corp.) is shareholder.






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company
	 	 	10,000.00	 	 	 	100.0000	%	 	 	 	 






Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement



 


Page 26 of 77









 





CBI Bahamas Limited (BAHAMAS)




	 	 	 
	Incorporated Date:

	 	04/05/2004
	Incorporated State:

	 	Bahamas
	Country:

	 	Bahamas
	Entity Type:

	 	CBINV Subsidiary
	Charter ID:

	 	51,688
	Principal Place of Business:

	 	314 Cove House
	 

	 	Reef Blvd., P. O. Box F-42507
	 

	 	Freeport
	 

	 	Bahamas
	Registered Agent/Office:

	 	24C Kipling Building, Freeport, Grand Ba
	 

	 	24C Kipling Building
	 

	 	Freeport
	 

	 	Bahamas






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Orlando Gomes

	 	Director
	 	04/19/2004	 	 	 	 
	Ken L. Schmidt

	 	Director
	 	04/19/2004	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Orlando Gomes

	 	Treasurer
	 	04/19/2004	 	 	 	 
	R. Scott Russell

	 	Secretary
	 	04/19/2004	 	 	 	 
	Ken L. Schmidt

	 	President
	 	04/19/2004	 	 	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	5,000.00	 	 	Par Value:	 	$	1.00	 
	Number Issued:
	 	 	5,000.00	 	 	 	 	 	 	 	 	 
	Percent Issued:
	 	 	100.00	%	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron (Antilles) N. V.
	 	 	5,000.00	 	 	 	100.0000	%	 	 	 	 






CBI Caribe, Limited (CARIBE)




	 	 	 
	Incorporated Date:

	 	08/15/1969
	Incorporated State:

	 	Delaware
	Country:

	 	U.S.A.
	Entity Type:

	 	CB&I Subsidiary
	Federal Tax ID:

	 	51-0109090
	Principal Place of Business:

	 	1501 North Division Street
	 

	 	Plainfield, IL 60544-8984
	 

	 	USA
	Registered Agent/Office:

	 	The Corporation Trust Company
	 

	 	Corporation Trust Center
	 

	 	1209 Orange Street
	 

	 	Wilmington, DE 19801
	 

	 	U.S.A.
	 

	 	Phone: 302-658-7581
	Fiscal Year End:

	 	12/31
	Board Composition:

	 	Current: 2; Min: ; Max:






Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement



 


Page 27 of 77









 





	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	Director
	 	02/06/2006	 	 	 	 
	Ronald A. Ballschmiede

	 	Director
	 	06/26/2006	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Walter G. Browning

	 	Vice President
	 	03/18/2004
	 	10/11/2005	 	 
	 

	 	General Counsel
	 	03/18/2004
	 	10/11/2005	 	 
	Cesar E. Canals

	 	Vice President
	 	07/19/2004
	 	10/11/2005	 	 
	Luciano Reyes

	 	Treasurer
	 	02/08/2006	 	 	 	 
	R. Scott Russell

	 	Secretary
	 	05/06/1996
	 	10/11/2005	 	 
	Ken L. Schmidt

	 	President
	 	03/10/2006	 	 	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	3,500.00	 	 	Par Value:	 	$	100.00	 
	Number Issued:
	 	 	3,500.00	 	 	 	 	 	 	 	 	 
	Percent Issued:
	 	 	100.00	%	 	 	 	 	 	 	 	 
	Treasury Shares:
	 	 	0.00	 	 	 	 	 	 	 	 	 
	Number Outstanding:
	 	 	3,500.00	 	 	 	 	 	 	 	 	 
	Percent Outstanding:
	 	 	100.00	%	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company
	 	 	2,128.00	 	 	 	60.8000	%	 	 	60.8000	%






CBI Company Ltd. (COMPANY)




	 	 	 
	Incorporated Date:

	 	10/11/1945
	Incorporated State:

	 	Delaware
	Country:

	 	U.S.A.
	Entity Type:

	 	CB&I Subsidiary
	Federal Tax ID:

	 	36-2196189
	Principal Place of Business:

	 	2103 Research Forest Drive
	 

	 	The Woodlands, TX 77380
	 

	 	USA
	Registered Agent/Office:

	 	The Corporation Trust Company
	 

	 	Corporation Trust Center
	 

	 	1209 Orange Street
	 

	 	Wilmington, DE 19801
	 

	 	U.S.A.
	 

	 	Phone: 302-658-7581
	Fiscal Year End:

	 	12/31
	Board Composition:

	 	Current: 2; Min: ; Max:






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	Director
	 	02/06/2006	 	 	 	 
	Ronald A. Ballschmiede

	 	Director
	 	06/26/2006	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Cesar E. Canals

	 	Vice President — Sales
	 	07/19/2004
	 	10/11/2005	 	 
	Walter G. Browning

	 	Vice President
	 	03/18/2004
	 	10/11/2005	 	 
	 

	 	General Counsel
	 	03/18/2004
	 	10/11/2005	 	 
	Orlando Gomes

	 	Assistant Treasurer
	 	06/12/2006
	 	 	 	06/12/2006
	Luciano Reyes

	 	Treasurer
	 	02/08/2006	 	 	 	 
	R. Scott Russell

	 	Secretary
	 	06/30/1989
	 	10/11/2005	 	 
	Kenneth L. Schmidt

	 	President
	 	03/10/2006	 	 	 	 






Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement



 


Page 28 of 77









 





Common Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	10,000.00	 	 	Par Value:	 	 	0	 
	Number Issued:
	 	 	5,310.00	 	 	 	 	 	 	 	 	 
	Percent Issued:
	 	 	53.10	%	 	 	 	 	 	 	 	 
	Treasury Shares:
	 	 	0.00	 	 	 	 	 	 	 	 	 
	Number Outstanding:
	 	 	5,310.00	 	 	 	 	 	 	 	 	 
	Percent Outstanding:
	 	 	100.00	%	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company
	 	 	5,310.00	 	 	 	100.0000	%	 	 	100.0000	%






CBI Construcciones S.A. (00003)




	 	 	 
	Incorporated Date:

	 	12/12/1996
	Incorporated State:

	 	Argentina
	Country:

	 	Argentina
	Entity Type:

	 	CBIBV Subsidiary
	Principal Place of Business:

	 	Arenales 1123 Piso 6
	 

	 	C1061AAI
	 

	 	Buenos Aires
	 

	 	Argentina
	Registered Agent/Office:

	 	Marcelo T. de Alvear
	 

	 	624, 1st Floor
	 

	 	Buenos Aires
	 

	 	Argentina
	Fiscal Year End:

	 	12/31






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Antonio J. Medic

	 	Director	 	 	 	 	 	 
	Richard P. Nieland

	 	Director
	 	01/17/2001
	 	01/17/2001	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Antonio J. Medic

	 	President	 	 	 	 	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	1,000,000.00	 	 	Par Value:	 	$	1	 
	Number Issued:
	 	 	1,000,000.00	 	 	 	 	 	 	 	 	 
	Percent Issued:
	 	 	100.00	%	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron (Antilles) N. V.
	 	 	50,000.00	 	 	 	5.0000	%	 	 	 	 
	Chicago Bridge & Iron Company B.V.
	 	 	950,000.00	 	 	 	95.0000	%	 	 	 	 






Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement





 


Page 29 of 77











 




CBI Constructors (Jebel Ali) FZE (00018)




	 	 	 
	Incorporated Date:

	 	11/18/2000
	Incorporated State:

	 	Dubai
	Country:

	 	United Arab Emirates
	Entity Type:

	 	CBIBV Subsidiary
	Principal Place of Business:

	 	P. O. Box 17904
	 

	 	Jebel Ali, Dubai
	 

	 	United Arab Emirates






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Raymond Buckley

	 	Director
	 	05/24/2003	 	 	 	 
	Andre Leon

	 	Director	 	 	 	 	 	 
	Piers Morris

	 	Director
	 	11/18/2000	 	 	 	 






Common Shares




	 	 	 	 	 
	Number Authorized:
	 	 	1.00	 
	Number Issued:
	 	 	1.00	 
	Percent Issued:
	 	 	100.00	%






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron (Antilles) N. V.
	 	 	1.00	 	 	 	100.0000	%	 	 	 	 






CBI Constructors (PNG) Pty. Limited (PNGPTY)




	 	 	 
	Incorporated Date:

	 	05/31/1989
	Incorporated State:

	 	Papua New Guinea
	Country:

	 	Papua New Guinea
	Entity Type:

	 	CBIBV Subsidiary
	Principal Place of Business:

	 	c/o CBI Constructors Pty. Limited, Level 1
	 

	 	267 St. George’s Terrace
	 

	 	Perth, W. Australia, 6000
	 

	 	Australia
	Board Composition:

	 	Current: ; Min: 2; Max: 8






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Ross Adame

	 	Director
	 	03/05/2004	 	 	 	 
	Vassily John Caligeros

	 	Director
	 	03/05/2004	 	 	 	 
	David J. Cochrane

	 	Director	 	 	 	 	 	 
	Michael Trzeciak

	 	Director
	 	03/05/2004	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	David J. Cochrane

	 	Vice President —

Sales, Papua New

Guinea
	 	11/14/2001
	 	11/14/2001	 	 
	Peter Lowing

	 	Secretary
	 	06/30/1997	 	 	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	100,000.00	 	 	Par Value:	 	 	K1.00	 
	Number Issued:
	 	 	100,000.00	 	 	 	 	 	 	 	 	 
	Percent Issued:
	 	 	100.00	%	 	 	 	 	 	 	 	 







			
	Comments:	 	K = Papua New Guinean Kina






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	CBI Holdings Pty. Limited
	 	 	100,000.00	 	 	 	100.0000	%	 	 	 	 






Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 30 of 77









 







CBI Constructors Limited (CONSTLTD)




	 	 	 
	Incorporated Date:

	 	12/04/1954
	Incorporated State:

	 	United Kingdom
	Country:

	 	United Kingdom
	Entity Type:

	 	CBIBV Subsidiary
	Principal Place of Business:

	 	20 Eastbourne Terrace
	 

	 	London
	 

	 	United Kingdom
	Registered Agent/Office:

	 	CBI Constructors Limited
	 

	 	20 Eastbourne Terrace

London
	 

	 	United Kingdom
	 

	 	Phone: 0207957 3794
	Board Composition:

	 	Current: ; Min: 2; Max: 7






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Peter Bennett

	 	Director
	 	06/24/2003	 	 	 	 
	Kevin Forder

	 	Director
	 	01/09/2006	 	 	 	 
	Duncan MacPhee

	 	Director
	 	06/22/2004	 	 	 	 
	Timothy J. Moran

	 	Director	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Raymond Buckley

	 	Chairman
	 	06/01/2001
	 	06/01/2001	 	 
	Piers Morris

	 	Secretary
	 	08/03/2004	 	 	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	200,000.00	 	 	Par Value:	 	 	L1	 
	Number Issued:
	 	 	163,536.00	 	 	 	 	 	 	 	 	 
	Percent Issued:
	 	 	81.77	%	 	 	 	 	 	 	 	 







			
	Comments:	 	L = English pounds






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	CBI Holdings (U.K.) Limited
	 	 	163,536.00	 	 	 	100.0000	%	 	 	 	 






CBI Constructors Pty. Limited (PTY)




	 	 	 
	Incorporated Date:

	 	02/23/1968
	Incorporated State:

	 	New South Wales
	Country:

	 	Australia
	Entity Type:

	 	CBIBV Subsidiary
	Federal Tax ID:

	 	80-976282
	Principal Place of Business:

	 	Level 4
	 

	 	220 St. George’s Terrace
	 

	 	Perth, Western Australia, 6000
	 

	 	Australia
	Board Composition:

	 	Current: ; Min: 5; Max: 7





Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement



 


Page 31 of 77









 





	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Ross Adame

	 	Director
	 	03/05/2004	 	 	 	 
	David Cochrane

	 	Director
	 	01/11/2006	 	 	 	 
	Geoff Loft

	 	Director
	 	01/11/2006	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	David J. Cochrane

	 	Vice President — Sales
	 	07/09/2004	 	 	 	 
	Geoff Loft

	 	Secretary
	 	03/03/2004	 	 	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	500,000.00	 	 	Par Value:	 	$	1.00	 
	Number Issued:
	 	 	302,623.00	 	 	 	 	 	 	 	 	 
	Percent Issued:
	 	 	60.52	%	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company B.V.
	 	 	302,623.00	 	 	 	100.0000	%	 	 	 	 






CBI Constructors S.A. (Proprietary) Limited (CONSTSAPTY)




	 	 	 
	Incorporated Date:

	 	09/07/1960
	Incorporated State:

	 	South Africa
	Country:

	 	South Africa
	Entity Type:

	 	CBIBV Subsidiary
	Principal Place of Business:

	 	25th Floor
	 

	 	No. 1 Thibault Square
	 

	 	Cape Town 8001
	 

	 	Republic of South Africa
	Board Composition:

	 	Current: ; Min: 1; Max: 12






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	James W. Balderstone

	 	Director
	 	01/04/2001
	 	01/04/2001	 	 
	Alan R. Black

	 	Director
	 	01/04/2001
	 	01/04/2001	 	 
	Thomas Lukas Boshoff

	 	Director
	 	11/04/2002	 	 	 	 
	Colin Charles Tetchner

	 	Director
	 	11/04/2002	 	 	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	275,000.00	 	 	Par Value:	 	 	R2	 
	Number Issued:
	 	 	263,000.00	 	 	 	 	 	 	 	 	 
	Percent Issued:
	 	 	95.64	%	 	 	 	 	 	 	 	 







			
	Comments:	 	R2 = South African Rand

Authorised Share Capital was increased by resolution on 08/21/1980.






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company B.V.
	 	 	263,000.00	 	 	 	100.0000	%	 	 	 	 





Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 32 of 77









 





CBI Eastern Anstalt (EASTERN)




	 	 	 
	Incorporated Date:

	 	12/21/1973
	Incorporated State:

	 	Vaduz, Liechtenstein
	Country:

	 	Liechtenstein
	Entity Type:

	 	CBIBV Subsidiary
	Principal Place of Business:

	 	P.O. Box 2750
	 

	 	Dubai
	 

	 	United Arab Emirates
	Board Composition:

	 	Current: ; Min: 1; Max:






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Raymond Buckley

	 	Director
	 	03/26/1995
	 	08/10/2001	 	 
	Steven W. Knott

	 	Director
	 	07/11/2004	 	 	 	 
	Andre Leon

	 	Director	 	 	 	 	 	 
	P. Marxer

	 	Director
	 	12/21/1973
	 	08/10/2000	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	John R. Edmonds

	 	President	 	 	 	 	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	1.00	 	 	Par Value:	 	Sfr.20,000
	Number Issued:
	 	 	1.00	 	 	 	 	 	 	 	 	 
	Percent Issued:
	 	 	100.00	%	 	 	 	 	 	 	 	 
	Treasury Shares:
	 	 	0.00	 	 	 	 	 	 	 	 	 
	Number Outstanding:
	 	 	1.00	 	 	 	 	 	 	 	 	 
	Percent Outstanding:
	 	 	100.00	%	 	 	 	 	 	 	 	 







			
	Comments:	 	Sfr = Swiss francs






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron (Antilles) N. V.
	 	 	1.00	 	 	 	100.0000	%	 	 	100.0000	%






CBI Holdings (U.K.) Limited (CBIHOLD)




	 	 	 
	Incorporated Date:

	 	05/23/1991
	Incorporated State:

	 	United Kingdom
	Country:

	 	England
	Entity Type:

	 	CBIBV Subsidiary
	Principal Place of Business:

	 	20 Eastbourne Terrace
	 

	 	London
	 

	 	United Kingdom
	Registered Agent/Office:

	 	Mary Ryan
	 

	 	20 Eastbourne Terrace
	 

	 	London
	 

	 	United Kingdom






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Kevin Forder

	 	Director
	 	01/09/2006	 	 	 	 
	Duncan MacPhee

	 	Director
	 	06/22/2004	 	 	 	 
	Timothy J. Moran

	 	Director	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Piers Morris

	 	Secretary
	 	08/03/2004	 	 	 	 






Common Shares




	 	 	 	 	 
	Number Authorized:
	 	 	1,001,000.00	 
	Number Issued:
	 	 	1,000,001.00	 
	Percent Issued:
	 	 	99.90	%






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company B.V.
	 	 	1,000,001.00	 	 	 	100.0000	%	 	 	 	 





Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 33 of 77









 





CBI Ireland Limited (IRELAND)




	 	 	 
	Incorporated Date:

	 	11/06/1973
	Incorporated State:

	 	Ireland
	Country:

	 	Ireland
	Entity Type:

	 	CBIBV Subsidiary
	Principal Place of Business:

	 	Dublin
	 

	 	Ireland
	Board Composition:

	 	Current: ; Min: 3; Max: 10






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	F. Plunkett Dillon

	 	Managing Director	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Raymond Buckley

	 	Chairman of the Board
	 	06/01/2001
	 	06/01/2001	 	 
	 

	 	Managing Director
	 	06/01/2001
	 	06/01/2001	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	6,000.00	 	 	Par Value:	 	IR 1,000
	Number Issued:
	 	 	51.00	 	 	 	 	 	 	 	 	 
	Percent Issued:
	 	 	0.85	%	 	 	 	 	 	 	 	 







			
	Comments:	 	IR = Irish pounds






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company B.V.
	 	 	50.00	 	 	 	98.0392	%	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Officers/Directors)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	J. Hendrik Schurink
	 	 	1.00	 	 	 	1.9608	%	 	 	 	 






CBI JAMAICA LIMITED (00028)




	 	 	 
	Incorporated Date:

	 	07/20/2005
	Incorporated State:

	 	JAMAICA
	Country:

	 	JAMAICA
	Principal Place of Business:

	 	see registered address
	Registered Agent/Office:

	 	BDO JAMAICA
	 

	 	26 BEECHWOOD AVENUE
	 

	 	KINGSTON 5, CROSS ROADS POST OFFICE
	 

	 	ST. ANDREW
	 

	 	JAMAICA






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Cesar Canals

	 	Director
	 	07/20/2005	 	 	 	 
	Orlando R. Gomes

	 	Director
	 	07/20/2005	 	 	 	 
	Kenneth L. Schmidt

	 	Director
	 	07/20/2005	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Rowena V. Buddington

	 	Secretary
	 	07/20/2005	 	 	 	 





Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 34 of 77









 





Common Shares




	 	 	 	 	 
	Number Authorized:
	 	 	5,000.00	 
	Number Issued:
	 	 	5,000.00	 
	Percent Issued:
	 	 	100.00	%






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company B.V.
	 	 	5,000.00	 	 	 	100.0000	%	 	 	 	 






CBI Luxembourg S.a.r.l. (00022)




	 	 	 
	Incorporated Date:

	 	04/23/2003
	Incorporated State:

	 	Luxembourg
	Country:

	 	Luxembourg
	Entity Type:

	 	CBIBV Subsidiary
	Principal Place of Business:

	 	L-1150 Luxembourg
	 

	 	291 route d’Arlon
	 

	 	Luxembourg






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Olivier Dorier

	 	Director
	 	04/23/2003	 	 	 	 
	Kevin Forder

	 	Director	 	 	 	 	 	 
	Timothy J. Moran

	 	Director
	 	04/23/2003	 	 	 	 






Common Shares




	 	 	 	 	 
	Number Authorized:
	 	 	640.00	 
	Number Issued:
	 	 	640.00	 
	Percent Issued:
	 	 	100.00	%







			
	Comments:	 	Issued Share Capital US$16,000.00






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company B.V.
	 	 	640.00	 	 	 	100.0000	%	 	 	 	 






CBI Overseas, LLC (OVERSEAS)




	 	 	 
	Incorporated Date:

	 	03/17/1997
	Incorporated State:

	 	Delaware
	Country:

	 	U.S.A.
	Entity Type:

	 	CBIBV Subsidiary
	Principal Place of Business:

	 	750D Chai Chee Road
	 

	 	#03-01
	 

	 	Chai Chee Industrial Park
	 

	 	Singapore 469004
	Registered Agent/Office:

	 	Richards, Layton & Finger
	 

	 	One Rodney Square
	 

	 	P.O. Box 551
	 

	 	Wilmington, DE 19899
	 

	 	USA
	 

	 	Phone: 302-658-6541





Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 35 of 77









 





	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Ping Chung Han

	 	Director	 	 	 	 	 	 
	Wong Keem Ming

	 	Director
	 	02/25/1998
	 	10/03/2001	 	 
	Abdul Rais Muhamad Nor

	 	Director	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Ping-Chung Han

	 	Vice President — Sales, Asia
	 	11/06/2001
	 	11/06/2001	 	 
	Wong Keem Ming

	 	Finance & Accounting Manager
	 	10/18/2000
	 	10/18/2000	 	 
	Thong Kah Weng

	 	Procurement Manager
	 	10/18/2000
	 	10/18/2000	 	 
	Wong Keem Ming

	 	Controller
	 	10/13/1997
	 	10/13/1997	 	 
	 

	 	Treasurer
	 	10/13/1997
	 	10/13/1997	 	 
	Abdul Rais Muhamad Nor

	 	Vice President
	 	03/19/2001
	 	03/19/2001	 	 
	R. Scott Russell

	 	Secretary
	 	10/13/1997
	 	10/13/1997	 	 






Common Shares




	 	 	 	 	 
	Treasury Shares:
	 	 	0.00	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron (Antilles) N. V.
	 	 	0.00	 	 	 	 	 	 	 	 	 






CBI Peruana SAC (PERUANA)




	 	 	 
	Incorporated Date:

	 	10/10/2006
	Country:

	 	Peru
	Entity Type:

	 	CBIBV Subsidiary






Common Shares




	 	 	 	 	 
	Number Authorized:
	 	 	5,000.00	 
	Number Issued:
	 	 	5,000.00	 
	Percent Issued:
	 	 	100.00	%






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company B.V.
	 	 	4,999.99	 	 	 	99.9998	%	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Officers/Directors)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Cipriano Cedano
	 	 	0.01	 	 	 	0.0002	%	 	 	 	 






CBI Services, Inc. (SERVICES)




	 	 	 
	Incorporated Date:

	 	06/24/1985
	Incorporated State:

	 	Delaware
	Country:

	 	U.S.A.
	Entity Type:

	 	CB&I Subsidiary
	Federal Tax ID:

	 	36-3369071
	Principal Place of Business:

	 	14107 S. Rt. 59
	 

	 	Plainfield, IL 60544-8984
	 

	 	USA
	Registered Agent/Office:

	 	The Corporation Trust Company
	 

	 	Corporation Trust Center
	 

	 	1209 Orange Street
	 

	 	Wilmington, DE 19801
	 

	 	U.S.A.
	 

	 	Phone: 302-658-7581
	Fiscal Year End:

	 	12/31
	Board Composition:

	 	Current: 3; Min: 3; Max: 7





Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 36 of 77









 





	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	Director
	 	02/06/2006	 	 	 	 
	James E. Bollweg

	 	Director
	 	07/17/1998
	 	08/30/2005	 	 
	Terrence G. Browne

	 	Director
	 	11/18/2002
	 	08/30/2005	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Mark A. Stobart

	 	Vice President — Sales
	 	04/29/2005
	 	08/30/2005	 	 
	Gary L. Avril

	 	Assistant Secretary
	 	11/15/2004
	 	08/30/2005	 	 
	James E. Bollweg

	 	President
	 	07/17/1998
	 	08/30/2005	 	 
	Terrence G. Browne

	 	Treasurer
	 	11/18/2002	 	 	 	 
	R. Scott Russell

	 	Secretary
	 	06/25/1985
	 	09/05/2001	 	 






Preferred Shares Series B




	 	 	 	 	 
	Number Authorized:
	 	 	48,000.00	 
	Number Issued:
	 	 	8,000.00	 
	Percent Issued:
	 	 	16.67	%






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Horton CBI, Limited
	 	 	8,000.00	 	 	 	100.0000	%	 	 	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	1,000,000.00	 	 	Par Value:	 	$	1.00	 
	Number Issued:
	 	 	11,000.00	 	 	 	 	 	 	 	 	 
	Percent Issued:
	 	 	1.10	%	 	 	 	 	 	 	 	 
	Treasury Shares:
	 	 	0.00	 	 	 	 	 	 	 	 	 
	Number Outstanding:
	 	 	11,000.00	 	 	 	 	 	 	 	 	 
	Percent Outstanding:
	 	 	100.00	%	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company
	 	 	11,000.00	 	 	 	100.0000	%	 	 	100.0000	%






Preferred Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	100,000.00	 	 	Par Value:	 	$	1.00	 
	Number Issued:
	 	 	22,202.00	 	 	 	 	 	 	 	 	 
	Percent Issued:
	 	 	22.20	%	 	 	 	 	 	 	 	 







			
	Comments:	 	(Preferred Shares Series A)






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Horton CBI, Limited
	 	 	22,202.00	 	 	 	100.0000	%	 	 	 	 





Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 37 of 77









 





CBI Venezolana, S. A. (VENEZOLANA)




	 	 	 
	Incorporated Date:

	 	09/09/1985
	Incorporated State:

	 	Venezuela
	Country:

	 	Venezuela
	Entity Type:

	 	CBIBV Subsidiary
	Principal Place of Business:

	 	c/o CBI Vensa
	 

	 	P.O. Box 41146
	 

	 	Houston, TX 77241-1146
	 

	 	U.S.A.
	Registered Agent/Office:

	 	Benson, Perez, Matos, Antakly & Watts
	 

	 	Centro Altamira, Piso 8
	 

	 	Av. San Juan Bosco
	 

	 	Altamira, Caracas
	 

	 	VENEZUELA
	 

	 	Phone: 316171
	Fiscal Year End:

	 	12/31
	Board Composition:

	 	Current: 5; Min: ; Max:






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Cesar E. Canals

	 	Principal Director
	 	07/19/2004	 	 	 	 
	Martin Jose Galeno Marino

	 	Principal Director
	 	03/31/2004	 	 	 	 
	Ken L. Schmidt

	 	Principal Director
	 	07/19/2004	 	 	 	 
	Marisela Castro

	 	Examiner
	 	04/22/1994
	 	03/31/2004	 	 
	Maria Eugenia Figueroa

	 	Alternate Director
	 	03/31/2004	 	 	 	 
	Jaime Gomez Pacheco

	 	Alternate Director
	 	03/31/2004	 	 	 	 
	Maria Isabel Ponce

	 	Alternate Director, Class One
	 	02/27/1986
	 	03/31/2004	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Martin Jose Galeno Marino

	 	Vice President
	 	03/31/2004	 	 	 	 
	Orlando Gomes

	 	Treasurer
	 	03/31/2004	 	 	 	 
	Jose de Oliveira Parejo

	 	Legal Representative
	 	03/31/2004	 	 	 	 
	Maria Isabel Ponce

	 	Secretary
	 	02/27/1986
	 	03/31/2004	 	 
	Abel Resende

	 	Alternate Legal Representative
	 	03/31/2004	 	 	 	 
	Ken L. Schmidt

	 	President
	 	07/19/2004	 	 	 	 






Common Shares




	 	 	 	 	 
	Number Authorized:
	 	 	17,200.00	 
	Number Issued:
	 	 	17,200.00	 
	Percent Issued:
	 	 	100.00	%






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company B.V.
	 	 	17,200.00	 	 	 	100.0000	%	 	 	 	 






CBI de Nicaragua, Sociedad Anónima (00008)




	 	 	 
	Incorporated Date:

	 	10/20/1998
	Incorporated State:

	 	Nicaragua
	Country:

	 	Nicaragua
	Entity Type:

	 	CB&I Subsidiary
	Principal Place of Business:

	 	c/o KPMG Nicaragua
	 

	 	Centro Banic Local Externo
	 

	 	Km 5 1/2 Carretera a Masaya, Apt. 809
	 

	 	Managua, Nicaragua
	Fiscal Year End:

	 	06/30






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	R. Scott Russell

	 	Secretary
	 	10/20/1998
	 	10/20/1998	 	 





Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 38 of 77









 





Common Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	1,000.00	 	 	Par Value:	 	 	C$10.00	 
	Number Issued:
	 	 	1,000.00	 	 	 	 	 	 	 	 	 
	Percent Issued:
	 	 	100.00	%	 	 	 	 	 	 	 	 







			
	Comments:	 	C = Nicaraguan Cordobas






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	CBI Caribe, Limited
	 	 	1.00	 	 	 	0.1000	%	 	 	 	 
	Chicago Bridge & Iron Company
	 	 	1.00	 	 	 	0.1000	%	 	 	 	 
	CBI Company Ltd.
	 	 	998.00	 	 	 	99.8000	%	 	 	 	 






CBI de Venezuela, C. A. (VENEZUELA)




	 	 	 
	Incorporated Date:

	 	09/07/1972
	Incorporated State:

	 	Venezuela
	Country:

	 	Venezuela
	Entity Type:

	 	CB&I Subsidiary
	Principal Place of Business:

	 	c/o CBI Vensa
	 

	 	P.O. Box 41146
	 

	 	Houston, TX 77241-1146
	 

	 	U.S.A.
	Fiscal Year End:

	 	12/31
	Board Composition:

	 	Current: 3; Min: ; Max:






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Marisela Castro

	 	Examiner
	 	02/03/1994
	 	03/15/2000	 	 
	Cipriano Cedeño

	 	Director
	 	03/04/1998
	 	03/15/2000	 	 
	Rick L. Gorder

	 	Director
	 	08/07/1998
	 	03/15/2000	 	 
	Manuel G. Guillen

	 	Alternate Director
	 	09/07/1972
	 	03/15/2000	 	 
	Robert B. Jordan

	 	Director
	 	08/07/1998
	 	03/15/2000	 	 
	Mario D. Marquez

	 	Director
	 	08/07/1998
	 	03/15/2000	 	 
	José Millán

	 	Director
	 	07/01/1999
	 	03/15/2000	 	 
	Alberto Parra Febres

	 	Alternate Director
	 	03/09/1982
	 	03/15/2000	 	 
	M. I. de Ponce

	 	Alternate Director
	 	09/07/1972
	 	03/15/2000	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Jaime Gomez Pacheco

	 	Assistant Secretary
	 	02/19/1983
	 	08/07/1998	 	 
	Rick L. Gorder

	 	General Manager
	 	08/07/1998
	 	08/07/1998	 	 
	Mario D. Marquez

	 	President
	 	08/07/1998
	 	08/07/1998	 	 
	M. I. de Ponce

	 	Secretary
	 	03/31/1980
	 	08/07/1998	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	25,050.00	 	 	Par Value:	 	Bs. 100
	Number Issued:
	 	 	25,050.00	 	 	 	 	 	 	 	 	 
	Percent Issued:
	 	 	100.00	%	 	 	 	 	 	 	 	 







			
	Comments:	 	Bs. = Venzuelan Bolivars






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company
	 	 	25,050.00	 	 	 	100.0000	%	 	 	 	 





Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 39 of 77









 





CMP Holdings B.V. (CMP)




	 	 	 
	Incorporated Date:

	 	07/22/1981
	Incorporated State:

	 	The Netherlands
	Country:

	 	The Netherlands
	Entity Type:

	 	CBIBV Subsidiary
	Principal Place of Business:

	 	Polariavenue 31

Hoofddorp

The Netherlands
	Registered Agent/Office:

	 	Amsterdam Office

The Netherlands
	Fiscal Year End:

	 	12/31
	Board Composition:

	 	Current: ; Min: 1; Max:






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Raymond Buckley

	 	Director
	 	10/01/2001
	 	10/01/2001	 	 
	Kevin Forder

	 	Director	 	 	 	 	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	60,000,000.00	 	 	Par Value:	 	NLG 0,51
	Number Issued:
	 	 	42,889,195.00	 	 	 	 	 	 	 	 	 
	Percent Issued:
	 	 	71.48	%	 	 	 	 	 	 	 	 
	Treasury Shares:
	 	 	0.00	 	 	 	 	 	 	 	 	 
	Number Outstanding:
	 	 	42,889,195.00	 	 	 	 	 	 	 	 	 
	Percent Outstanding:
	 	 	100.00	%	 	 	 	 	 	 	 	 







			
	Comments:	 	NLG = Dutch guilders






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company B.V.
	 	 	42,889,195.00	 	 	 	100.0000	%	 	 	100.0000	%






CSA Trading Company Ltd. (CSATRADING)




	 	 	 
	Incorporated Date:

	 	11/04/2004
	Incorporated State:

	 	Delaware
	Country:

	 	U.S.A.
	Entity Type:

	 	CB&I Subsidiary
	Principal Place of Business:

	 	2103 Research Forest Drive
	 

	 	Woodlands, TX 77380
	 

	 	U.S.A.
	Registered Agent/Office:

	 	The Corporation Trust Company
	 

	 	Corporation Trust Center
	 

	 	1209 Orange Street
	 

	 	Wilmington, DE 19801
	 

	 	U.S.A.
	 

	 	Phone: 302-658-7581






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	Director
	 	02/06/2006	 	 	 	 
	Ronald A. Ballschmiede

	 	Director
	 	06/26/2006	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	President
	 	02/06/2006	 	 	 	 
	Luciano Reyes

	 	Treasurer
	 	02/08/2006	 	 	 	 
	R. Scott Russell

	 	Secretary
	 	11/04/2004
	 	10/11/2005	 	 





Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 40 of 77









 





Common Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	10,000.00	 	 	Par Value:	 	 	0.00	 
	Number Issued:
	 	 	10,000.00	 	 	 	 	 	 	 	 	 
	Percent Issued:
	 	 	100.00	%	 	 	 	 	 	 	 	 







			
	Comments:	 	CBI (a Del corp. is shareholder)






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company
	 	 	10,000.00	 	 	 	100.0000	%	 	 	 	 






Cape Steel Material Supply Company, Ltd. (CAPESTEEL)




	 	 	 
	Incorporated Date:

	 	12/18/1997
	Incorporated State:

	 	Cayman Islands
	Country:

	 	British West Indies
	Entity Type:

	 	CBIBV Subsidiary
	Principal Place of Business:

	 	P.O. Box 46826
	 

	 	Abu Dhabi
	 

	 	United Arab Emirates
	Registered Agent/Office:

	 	Maples and Calder, Attorneys at Law
	 

	 	Ugland House, P.O. Box 309
	 

	 	George Town
	 

	 	Grand Cayman
	 

	 	Cayman Islands, British West Indies
	 

	 	Phone: 1-345-949-8066
	Fiscal Year End:

	 	12/31
	Board Composition:

	 	Current: ; Min: ; Max: 10






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Alan R. Black

	 	Director
	 	11/08/2000
	 	11/08/2000	 	 
	Kenneth W. Ford

	 	Director
	 	08/26/1998
	 	11/08/2000	 	 
	Harold P. Mercer

	 	Director
	 	08/27/2001
	 	08/27/2001	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Alan R. Black

	 	Treasurer
	 	11/08/2000	 	 	 	 
	 

	 	Vice President
	 	11/08/2000	 	 	 	 
	Kenneth W. Ford

	 	President
	 	08/26/1998
	 	08/26/1998	 	 
	R. Scott Russell

	 	Secretary
	 	01/01/1998
	 	01/01/1998	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	50,000.00	 	 	Par Value:	 	$	1.00	 
	Number Issued:
	 	 	2.00	 	 	 	 	 	 	 	 	 
	Percent Issued:
	 	 	0.00	%	 	 	 	 	 	 	 	 
	Treasury Shares:
	 	 	0.00	 	 	 	 	 	 	 	 	 
	Number Outstanding:
	 	 	2.00	 	 	 	 	 	 	 	 	 
	Percent Outstanding:
	 	 	100.00	%	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron (Antilles) N. V.
	 	 	2.00	 	 	 	100.0000	%	 	 	100.0000	%





Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 41 of 77









 





Central Trading Company, Ltd. (CENTRAL)




	 	 	 
	Incorporated Date:

	 	12/09/1988
	Incorporated State:

	 	Delaware
	Country:

	 	U.S.A.
	Entity Type:

	 	CB&I Subsidiary
	Federal Tax ID:

	 	36-3621439
	Principal Place of Business:

	 	1501 North Division Street
	 

	 	Plainfield, IL 60544
	 

	 	USA
	Registered Agent/Office:

	 	The Corporation Trust Company
	 

	 	Corporation Trust Center
	 

	 	1209 Orange Street
	 

	 	Wilmington, DE 19801
	 

	 	U.S.A.
	 

	 	Phone: 302-658-7581
	Fiscal Year End:

	 	12/31
	Board Composition:

	 	Current: 1; Min: ; Max:






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	Director
	 	02/06/2006	 	 	 	 
	Ronald A. Ballschmiede

	 	Director
	 	06/26/2006	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	President
	 	02/06/2006	 	 	 	 
	Luciano Reyes

	 	Treasurer
	 	02/08/2006	 	 	 	 
	R. Scott Russell

	 	Secretary
	 	11/16/1999
	 	10/11/2005	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	1,000.00	 	 	Par Value:	 	$	1.00	 
	Number Issued:
	 	 	1,000.00	 	 	 	 	 	 	 	 	 
	Percent Issued:
	 	 	100.00	%	 	 	 	 	 	 	 	 
	Treasury Shares:
	 	 	0.00	 	 	 	 	 	 	 	 	 
	Number Outstanding:
	 	 	1,000.00	 	 	 	 	 	 	 	 	 
	Percent Outstanding:
	 	 	100.00	%	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company
	 	 	1,000.00	 	 	 	100.0000	%	 	 	100.0000	%






Chicago Bridge & Iron (Antilles) N. V. (ANTILLES)




	 	 	 
	Incorporated Date:

	 	04/15/1996
	Incorporated State:

	 	Curacao
	Country:

	 	Netherlands Antilles
	Entity Type:

	 	CBIBV Subsidiary
	Principal Place of Business:

	 	de Ruyterkade 62
	 

	 	Curacao
	 

	 	Netherlands Antilles
	Fiscal Year End:

	 	12/31
	Board Composition:

	 	Current: ; Min: 1; Max:





Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 42 of 77









 





Common Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	30,000.00	 	 	Par Value:	 	$	1.00	 
	Number Issued:
	 	 	6,000.00	 	 	 	 	 	 	 	 	 
	Percent Issued:
	 	 	20.00	%	 	 	 	 	 	 	 	 
	Treasury Shares:
	 	 	0.00	 	 	 	 	 	 	 	 	 
	Number Outstanding:
	 	 	6,000.00	 	 	 	 	 	 	 	 	 
	Percent Outstanding:
	 	 	100.00	%	 	 	 	 	 	 	 	 







			
	Comments:	 	Paid up Capital — $6,000






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company B.V.
	 	 	6,000.00	 	 	 	100.0000	%	 	 	100.0000	%






Chicago Bridge & Iron (España) S.A. (PRISA)




	 	 	 
	Incorporated Date:

	 	07/22/1986
	Incorporated State:

	 	Spain
	Country:

	 	Spain
	Entity Type:

	 	CBIBV Subsidiary
	Principal Place of Business:

	 	pio XII — No. 48 — 18o
	 

	 	Madrid
	 

	 	Spain 28014






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Benny Abraham

	 	Director
	 	11/01/2001
	 	11/01/2001	 	 
	Raymond Buckley

	 	Director
	 	06/30/2001
	 	06/30/2001	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Inigo Bastarreche Sagues

	 	Secretary	 	 	 	 	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	25,000,000.00	 	 	Par Value:	 	1 peseta
	Number Issued:
	 	 	25,000,000.00	 	 	 	 	 	 	 	 	 
	Percent Issued:
	 	 	100.00	%	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company B.V.
	 	 	25,000,000.00	 	 	 	100.0000	%	 	 	 	 






Chicago Bridge & Iron Company (CBIIL)




	 	 	 
	Incorporated Date:

	 	08/08/1889
	Incorporated State:

	 	Illinois
	Country:

	 	U.S.A.
	Entity Type:

	 	CB&I Subsidiary
	Federal Tax ID:

	 	36-0897120
	Principal Place of Business:

	 	14105 S. Rt. 59
	 

	 	Plainfield, IL 60544
	 

	 	USA
	Registered Agent/Office:

	 	C T Corporation System
	 

	 	Registered Office
	 

	 	208 South La Salle Street
	 

	 	Chicago, IL 60604
	 

	 	U.S.A.
	 

	 	Phone: 312-263-1414
	Fiscal Year End:

	 	12/31
	Board Composition:

	 	Current: 2; Min: ; Max:





Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 43 of 77









 





	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	Director
	 	02/06/2006	 	 	 	 
	Ronald A. Ballschmiede

	 	Director
	 	06/26/2006	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	President
	 	02/06/2006	 	 	 	 
	Luciano Reyes

	 	Treasurer
	 	02/08/2006	 	 	 	 
	R. Scott Russell

	 	Secretary
	 	06/30/1989
	 	10/11/2005	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	1,000.00	 	 	Par Value:	 	$	1.00	 
	Number Issued:
	 	 	1,000.00	 	 	 	 	 	 	 	 	 
	Percent Issued:
	 	 	100.00	%	 	 	 	 	 	 	 	 
	Treasury Shares:
	 	 	0.00	 	 	 	 	 	 	 	 	 
	Number Outstanding:
	 	 	1,000.00	 	 	 	 	 	 	 	 	 
	Percent Outstanding:
	 	 	100.00	%	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company
	 	 	1,000.00	 	 	 	100.0000	%	 	 	100.0000	%






Chicago Bridge & Iron Company (CBI)




	 	 	 
	Incorporated Date:

	 	01/10/1996
	Incorporated State:

	 	Delaware
	Country:

	 	U.S.A.
	Entity Type:

	 	CBINV Subsidiary
	Federal Tax ID:

	 	06-1477022
	Charter ID:

	 	2580634
	Principal Place of Business:

	 	14105 S. Rt. 59
	 

	 	Plainfield, IL 60544
	 

	 	USA
	Registered Agent/Office:

	 	The Corporation Trust Company
	 

	 	Corporation Trust Center
	 

	 	1209 Orange Street
	 

	 	Wilmington, DE 19801
	 

	 	U.S.A.
	 

	 	Phone: 302-658-7581
	Fiscal Year End:

	 	12/31
	Board Composition:

	 	Current: 2; Min: 1; Max: 11





Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 44 of 77









 





	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	Director
	 	02/03/2006	 	 	 	 
	Ronald A. Ballschmiede

	 	Director
	 	06/26/2006	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Beth Bailey

	 	Senior Vice President

— Information

Technology
	 	02/14/2006	 	 	 	 
	Ronald A. Ballschmiede

	 	Executive Vice

President & Chief

Financial Officer
	 	06/26/2006	 	 	 	 
	Ronald E. Blum

	 	Executive Vice
President — Global
Business Development
	 	03/05/2006	 	 	 	 
	David P. Bordages

	 	Vice President — Human
Resources and
Administration
	 	02/25/2002
	 	10/11/2005	 	 
	 

	 	Long-Term Incentive

Plan Committee Member
	 	04/18/2002	 	 	 	 
	Juliet M. DeBruin

	 	Vice President —

Global Marketing
	 	03/08/2006	 	 	 	 
	Samuel C. Leventry

	 	Vice President —

Technology Services
	 	09/05/2001
	 	10/11/2005	 	 
	Chip Ray

	 	Senior Vice President

— Corporate Planning
	 	02/14/2006	 	 	 	 
	Ronald B. Rector

	 	Senior Vice

President-Risk

Management
	 	06/07/2006	 	 	 	 
	John W. Redmon

	 	Executive Vice

President-Operations
	 	05/31/2006	 	 	 	 
	James R. Rhudy

	 	Vice President —

Health, Safety &

Environmental
	 	01/22/2002
	 	10/11/2005	 	 
	Travis L. Stricker

	 	Corporate Controller &

Chief Accounting

Officer
	 	06/05/2006	 	 	 	 
	Philip K. Asherman

	 	President
	 	02/03/2006	 	 	 	 
	 

	 	Chief Executive Officer
	 	02/03/2006	 	 	 	 
	James M. Braden

	 	Vice President
	 	09/05/2001
	 	10/11/2005	 	 
	Walter G. Browning

	 	Vice President
	 	03/18/2004
	 	10/11/2005	 	 
	 

	 	General Counsel
	 	03/18/2004
	 	10/11/2005	 	 
	 

	 	Secretary
	 	03/18/2004
	 	10/11/2005	 	 
	Luciano Reyes

	 	Treasurer
	 	02/08/2006	 	 	 	 
	 

	 	Vice President
	 	02/08/2006	 	 	 	 
	R. Scott Russell

	 	Assistant Secretary
	 	03/04/1997
	 	10/11/2005	 	 
	Luke V. Scorsone

	 	Vice President
	 	03/10/2006	 	 	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	3,000.00	 	 	Par Value:	 	 	0	 
	Number Issued:
	 	 	100.00	 	 	 	 	 	 	 	 	 
	Percent Issued:
	 	 	3.33	%	 	 	 	 	 	 	 	 
	Treasury Shares:
	 	 	0.00	 	 	 	 	 	 	 	 	 
	Number Outstanding:
	 	 	100.00	 	 	 	 	 	 	 	 	 
	Percent Outstanding:
	 	 	100.00	%	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company N.V.
	 	 	100.00	 	 	 	100.0000	%	 	 	100.0000	%





Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 45 of 77









 





Chicago Bridge & Iron Company & Co. L.L.C. (CBILLC)




	 	 	 
	Incorporated Date:

	 	04/22/2003
	Incorporated State:

	 	Oman
	Country:

	 	Oman
	Entity Type:

	 	CBIBV Subsidiary
	Principal Place of Business:

	 	RUWI
	 

	 	P. O. Box 1637
	 

	 	Postal Code 112, RI Ruwi
	 

	 	Oman






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Raymond Buckley

	 	Manager
	 	04/22/2003	 	 	 	 
	Steven W. Knott

	 	Manager	 	 	 	 	 	 
	Andre Leon

	 	Manager	 	 	 	 	 	 






Common Shares




	 	 	 	 	 
	Number Authorized:
	 	 	150,000.00	 
	Number Issued:
	 	 	150,000.00	 
	Percent Issued:
	 	 	100.00	%







			
	Comments:	 	Capital RD 150,000


Sayyid Slaem Musallam Ali Al-Bussaidy 45,000 = 30%

Chicago Bridge & Iron Company B.V. 105,000 = 70%






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company B.V.
	 	 	105,000.00	 	 	 	70.0000	%	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Shareholders)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Sayyid Slaem Musallam Ali Al Bussaidy
	 	 	45,000.00	 	 	 	30.0000	%	 	 	 	 






Chicago Bridge & Iron Company (Delaware) (CBIDEL)




	 	 	 
	Incorporated Date:

	 	05/14/1979
	Incorporated State:

	 	Delaware
	Country:

	 	U.S.A.
	Entity Type:

	 	CB&I Subsidiary
	Federal Tax ID:

	 	36-3026565
	Charter ID:

	 	0872560
	Principal Place of Business:

	 	14105 S. Rt. 59
	 

	 	Plainfield, IL 60544
	 

	 	USA
	Registered Agent/Office:

	 	The Corporation Trust Company
	 

	 	Corporation Trust Center
	 

	 	1209 Orange Street
	 

	 	Wilmington, DE 19801
	 

	 	U.S.A.
	 

	 	Phone: 302-658-7581
	Fiscal Year End:

	 	12/31
	Board Composition:

	 	Current: 3; Min: ; Max:





Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 46 of 77









 





	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	Director
	 	02/06/2006	 	 	 	 
	Ronald A. Ballschmiede

	 	Director
	 	06/26/2006	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	President
	 	02/06/2006	 	 	 	 
	Ned Bacon

	 	Vice President
	 	03/18/1999
	 	10/11/2005	 	 
	Walter G. Browning

	 	Vice President
	 	03/18/2004
	 	10/11/2005	 	 
	 

	 	General Counsel
	 	03/18/2004	 	 	 	 
	Samuel C. Leventry

	 	Vice President
	 	09/16/1998
	 	10/11/2005	 	 
	Luciano Reyes

	 	Treasurer
	 	02/08/2006	 	 	 	 
	R. Scott Russell

	 	Secretary
	 	05/08/1996
	 	10/11/2005	 	 
	James M. Schleife

	 	Vice President
	 	12/31/1996
	 	10/11/2005	 	 





Common Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	1,000.00	 	 	Par Value:	 	$	1.00	 
	Number Issued:
	 	 	1,000.00	 	 	 	 	 	 	 	 	 
	Percent Issued:
	 	 	100.00	%	 	 	 	 	 	 	 	 
	Treasury Shares:
	 	 	0.00	 	 	 	 	 	 	 	 	 
	Number Outstanding:
	 	 	1,000.00	 	 	 	 	 	 	 	 	 
	Percent Outstanding:
	 	 	100.00	%	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company
	 	 	1,000.00	 	 	 	100.0000	%	 	 	100.0000	%






Chicago Bridge & Iron Company (Egypt) LLC (00014)




	 	 	 
	Incorporated Date:

	 	11/23/1999
	Incorporated State:

	 	Giza
	Country:

	 	Egypt
	Entity Type:

	 	CBIBV Subsidiary
	Principal Place of Business:

	 	El Pharana St., No. 5
	 

	 	Alexandria
	 

	 	Egypt






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Steven W. Knott

	 	Director
	 	03/03/2004	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Antony George Bean

	 	Manager, Syrian Branch
	 	04/20/2000
	 	04/20/2000	 	 
	Steven W. Knott

	 	General Manager
	 	03/29/2004	 	 	 	 
	Basil Marco

	 	Manager
	 	11/23/1999
	 	11/23/1999
	 	12/31/2003






Common Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	2,000.00	 	 	Par Value:	 	LE 100.00
	Number Issued:
	 	 	2,000.00	 	 	 	 	 	 	 	 	 
	Percent Issued:
	 	 	100.00	%	 	 	 	 	 	 	 	 







			
	Comments:	 	LE = Egyptian pounds






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company B.V.
	 	 	1,600.00	 	 	 	80.0000	%	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Officers/Directors)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Basil Marco
	 	 	200.00	 	 	 	10.0000	%	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Shareholders)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Mike Nassar
	 	 	 	 	 	 	200.00	 	 	 	10.0000	%





Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 47 of 77









 





Chicago Bridge & Iron Company B.V. (BV)




	 	 	 
	Incorporated Date:

	 	03/17/1997
	Incorporated State:

	 	The Netherlands
	Country:

	 	The Netherlands
	Entity Type:

	 	CBINV Subsidiary
	Charter ID:

	 	33286441
	Principal Place of Business:

	 	Polarisavenue 31
	 

	 	2132 JH Hoofddorp
	 

	 	The Netherlands
	Registered Agent/Office:

	 	Amsterdam Office
	 

	 	The Netherlands
	Fiscal Year End:

	 	12/31






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	Managing Director
	 	10/18/2004	 	 	 	 
	Ronald A. Ballschmiede

	 	Managing Director
	 	07/28/2006	 	 	 	 
	Peter K. Bennett

	 	Managing Director
	 	06/10/2004	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Walter G. Browning

	 	Secretary
	 	03/18/2004	 	 	 	 
	John R. Edmonds

	 	Vice President-Area
Director of
Operations, EAME
	 	09/16/1998
	 	09/16/1998	 	 
	R. Scott Russell

	 	Assistant Secretary	 	 	 	 	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	200.00	 	 	Par Value:	 	NLG 1,000
	Number Issued:
	 	 	50.00	 	 	 	 	 	 	 	 	 
	Percent Issued:
	 	 	25.00	%	 	 	 	 	 	 	 	 
	Treasury Shares:
	 	 	0.00	 	 	 	 	 	 	 	 	 
	Number Outstanding:
	 	 	50.00	 	 	 	 	 	 	 	 	 
	Percent Outstanding:
	 	 	100.00	%	 	 	 	 	 	 	 	 







			
	Comments:	 	PAR value is in Dutch guilders






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Lealand Finance Company B.V.
	 	 	50.00	 	 	 	100.0000	%	 	 	100.0000	%






Chicago Bridge & Iron Company N.V. (NV)




	 	 	 
	Incorporated Date:

	 	11/22/1996
	Incorporated State:

	 	The Netherlands
	Country:

	 	The Netherlands
	Entity Type:

	 	Parent
	Charter ID:

	 	33290578
	Principal Place of Business:

	 	Polarisavenue 31
	 

	 	2132 JH Hoofddorp
	 

	 	The Netherlands
	Registered Agent/Office:

	 	Amsterdam Office
	 

	 	The Netherlands
	Fiscal Year End:

	 	12/31
	Board Composition:

	 	Current: ; Min: 6; Max: 12





Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 48 of 77









 





	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	Supervisory Board
	 	07/28/2006	 	 	 	 
	Jerry H. Ballengee

	 	Supervisory Board
	 	03/26/1997
	 	05/10/2001	 	 
	L. Richard Flury

	 	Supervisory Board
	 	05/08/2003	 	 	 	 
	J. Charles Jennett

	 	Supervisory Board
	 	03/26/1997
	 	05/10/2001	 	 
	Vincent L. Kontny

	 	Supervisory Board
	 	03/26/1997
	 	05/10/2001	 	 
	Gary L. Neale

	 	Supervisory Board
	 	03/26/1997
	 	05/10/2001	 	 
	L. Donald Simpson

	 	Supervisory Board
	 	03/26/1997
	 	05/10/2001	 	 
	Marsha C. Williams

	 	Supervisory Board
	 	03/26/1997
	 	05/10/2001	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Jerry H. Ballengee

	 	Non Executive Chairman
	 	02/03/2006	 	 	 	 
	Walter G. Browning

	 	Secretary
	 	03/18/2004	 	 	 	 
	R. Scott Russell

	 	Assistant Secretary	 	 	 	 	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	250,000,000.00	 	 	Par Value:	 	NLG 0,01
	Number Issued:
	 	 	98,083,608.00	 	 	 	 	 	 	 	 	 
	Percent Issued:
	 	 	39.23	%	 	 	 	 	 	 	 	 







			
	Comments:	 	Share Capital EUR 500,000






Chicago Bridge Uruguay S.A. (00007)




	 	 	 
	Incorporated Date:

	 	12/12/1996
	Incorporated State:

	 	Uruguay
	Country:

	 	Uruguay
	Entity Type:

	 	CBIBV Subsidiary






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Antonio J. Medic

	 	President
	 	07/23/2002	 	 	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	1,050,000.00	 	 	Par Value:	 	$	1	 
	Number Issued:
	 	 	262,500.00	 	 	 	 	 	 	 	 	 
	Percent Issued:
	 	 	25.00	%	 	 	 	 	 	 	 	 







			
	Comments:	 	$ = Uruguayan peso






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company B.V.
	 	 	262,500.00	 	 	 	100.0000	%	 	 	 	 





Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 49 of 77









 





Chicago Bridge de México, S.A. de C.V. (00006)




	 	 	 
	Incorporated Date:

	 	01/13/1998
	Incorporated State:

	 	Mexico
	Country:

	 	Mexico
	Entity Type:

	 	CBIBV Subsidiary
	Federal Tax ID:

	 	ACE-980113T61
	Principal Place of Business:

	 	Cuernavaca No. 106
	 

	 	Col Condesa
	 

	 	06140 Mexico, D.F.
	Fiscal Year End:

	 	12/31






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Mario D. Marquez

	 	Director	 	 	 	 	 	 
	Tommy C. Rhodes

	 	Director	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Jorge Alamillo

	 	Alternate Examiner	 	 	 	 	 	 
	Carlos Rodriguez

	 	Examiner	 	 	 	 	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	1,000.00	 	 	Par Value:	 	$	50.00 M.N.	 
	Number Issued:
	 	 	1,000.00	 	 	 	 	 	 	 	 	 
	Percent Issued:
	 	 	100.00	%	 	 	 	 	 	 	 	 







			
	Comments:	 	Class B shares






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron (Antilles) N. V.
	 	 	1.00	 	 	 	0.1000	%	 	 	 	 
	Chicago Bridge & Iron Company B.V.
	 	 	999.00	 	 	 	99.9000	%	 	 	 	 






Constructora C.B.I. Limitada (CHILE)




	 	 	 
	Incorporated Date:

	 	02/06/1987
	Incorporated State:

	 	Chile
	Country:

	 	Chile
	Entity Type:

	 	CB&I Subsidiary
	Principal Place of Business:

	 	Mirafores 178-Piso 23
	 

	 	Santiago
	 

	 	Chile






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Ltd. CBI Company

	 	Director	 	 	 	 	 	 
	Company Chicago 

Bridge & Iron

	 	Director	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	David J. Prom

	 	Contract Supervisor
	 	02/06/1987	 	 	 	 
	L. A. Salas

	 	Contracting Engineer
	 	02/06/1987	 	 	 	 
	T.R. Schmitt

	 	General Manager
	 	02/06/1987	 	 	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	205,000.00	 	 	Par Value:	 	1 peso
	Number Issued:
	 	 	205,000.00	 	 	 	 	 	 	 	 	 
	Percent Issued:
	 	 	100.00	%	 	 	 	 	 	 	 	 
	Treasury Shares:
	 	 	0.00	 	 	 	 	 	 	 	 	 
	Number Outstanding:
	 	 	205,000.00	 	 	 	 	 	 	 	 	 
	Percent Outstanding:
	 	 	100.00	%	 	 	 	 	 	 	 	 







			
	Comments:	 	205,000 pesos = US $1,000.00






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company
	 	 	2,050.00	 	 	 	1.0000	%	 	 	1.0000	%
	CBI Company Ltd.
	 	 	202,950.00	 	 	 	99.0000	%	 	 	99.0000	%





Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 50 of 77









 





Constructors International, L.L.C. (CILLC)




	 	 	 
	Incorporated Date:

	 	08/20/1974
	Incorporated State:

	 	Delaware
	Country:

	 	U.S.A.
	Entity Type:

	 	Howe-Baker International, L.L.C.
	Federal Tax ID:

	 	75-2905207
	Principal Place of Business:

	 	3102 East Fifth Street
	 

	 	P.O. Box 956
	 

	 	Tyler, TX 75710
	 

	 	U.S.A.
	Registered Agent/Office:

	 	CT Corporation System
	 

	 	1021 Main Street
	 

	 	Suite 1150
	 

	 	Houston, DE TX 77002






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	Director
	 	02/06/2006	 	 	 	 
	Luke V. Scorsone

	 	Director
	 	01/01/2004	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	PATRICK H. JAMESON

	 	Vice Preisdent —

Sales, Syngas &

Separations

Technologies
	 	09/02/2004	 	 	 	 
	Stephen L. Sanson

	 	Finance Controller
	 	07/24/2006	 	 	 	 
	Mary C. Bray

	 	Secretary
	 	07/05/2004	 	 	 	 
	Luciano Reyes

	 	Treasurer
	 	07/24/2006	 	 	 	 
	R. Scott Russell

	 	Assistant Secretary
	 	08/20/2001
	 	08/20/2001	 	 
	Luke V. Scorsone

	 	President
	 	01/01/2004	 	 	 	 






Units of Ownership




	 	 	 	 	 
	Number Authorized:
	 	 	2,500.00	 
	Number Issued:
	 	 	2,500.00	 
	Percent Issued:
	 	 	100.00	%
	Treasury Shares:
	 	 	0.00	 
	Number Outstanding:
	 	 	2,500.00	 
	Percent Outstanding:
	 	 	100.00	%






Fibre Making Processes, Inc. (FIBRE)




	 	 	 
	Incorporated Date:

	 	09/01/1916
	Incorporated State:

	 	Illinois
	Country:

	 	U.S.A.
	Entity Type:

	 	CB&I Subsidiary
	Federal Tax ID:

	 	94-1014317
	Principal Place of Business:

	 	1501 North Division Street
	 

	 	Plainfield, IL 60544-8984
	 

	 	USA
	Registered Agent/Office:

	 	C T Corporation System
	 

	 	Registered Office
	 

	 	208 South La Salle Street
	 

	 	Chicago, IL 60604
	 

	 	U.S.A.
	 

	 	Phone: 312-263-1414
	Board Composition:

	 	Current: 5; Min: ; Max:





Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 51 of 77









 





	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	Director
	 	02/06/2006	 	 	 	 
	Ronald A. Ballschmiede

	 	Director
	 	06/26/2006	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	President
	 	02/06/2006	 	 	 	 
	Luciano Reyes

	 	Treasurer
	 	02/08/2006	 	 	 	 
	R. Scott Russell

	 	Secretary
	 	05/08/1996
	 	10/11/2005	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	750.00	 	 	Par Value:	 	$	100.00	 
	Number Issued:
	 	 	750.00	 	 	 	 	 	 	 	 	 
	Percent Issued:
	 	 	100.00	%	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company
	 	 	750.00	 	 	 	100.0000	%	 	 	 	 






HBI Holdings, LLC (HBIHLDGS)




	 	 	 
	Incorporated Date:

	 	07/23/1999
	Incorporated State:

	 	Delaware
	Country:

	 	U.S.A.
	Entity Type:

	 	Howe-Baker International, LLC
	Federal Tax ID:

	 	75-2838623
	Charter ID:

	 	3073838
	Principal Place of Business:

	 	3102 East Fifth Street
	 

	 	Tyler, TX 75710
	 

	 	U.S.A.
	Registered Agent/Office:

	 	Mitchell Bernhard
	 

	 	DE






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	Director
	 	02/06/2006	 	 	 	 
	Luke V. Scorsone

	 	Director
	 	01/01/2004
	 	10/11/2005	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Stephen L. Sanson

	 	Finance Controller
	 	07/24/2006	 	 	 	 
	Mary C. Bray

	 	Secretary
	 	07/05/2004
	 	10/11/2005	 	 
	Luciano Reyes

	 	Treasurer
	 	07/24/2006	 	 	 	 
	R. Scott Russell

	 	Assistant Secretary
	 	08/20/2001
	 	10/11/2005	 	 
	Luke V. Scorsone

	 	President
	 	01/01/2004
	 	10/11/2005	 	 





Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 52 of 77









 





Units of Ownership




	 	 	 	 	 
	Number Authorized:
	 	 	100.00	 
	Number Issued:
	 	 	100.00	 
	Percent Issued:
	 	 	100.00	%






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Howe-Baker International Management, LLC
	 	 	100.00	 	 	 	100.0000	%	 	 	 	 






Highland Trading Company, Ltd. (HIGHLAND)




	 	 	 
	Incorporated Date:

	 	09/12/1989
	Incorporated State:

	 	Cayman Islands
	Country:

	 	British West Indies
	Entity Type:

	 	Cromartie Trust Subsidiary
	Principal Place of Business:

	 	P.O. Box 3534
	 

	 	Fort Saskatchewan, ALB T8L2T4
	 

	 	Canada
	Registered Agent/Office:

	 	Maples and Calder, Attorneys at Law
	 

	 	Ugland House, P.O. Box 309
	 

	 	George Town
	 

	 	Grand Cayman
	 

	 	Cayman Islands, British West Indies
	 

	 	Phone: 1-345-949-8066
	Fiscal Year End:

	 	09/11
	Board Composition:

	 	Current: 0; Min: 1; Max: 10






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	Director
	 	02/06/2006	 	 	 	 
	Ronald A. Ballschmiede

	 	Director
	 	06/26/2006	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	President
	 	02/06/2006	 	 	 	 
	Timothy J. Moran

	 	Treasurer
	 	08/01/2002	 	 	 	 
	R. Scott Russell

	 	Secretary
	 	08/01/2002	 	 	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	50,000.00	 	 	Par Value:	 	$	1.00	 
	Number Issued:
	 	 	2.00	 	 	 	 	 	 	 	 	 
	Percent Issued:
	 	 	0.00	%	 	 	 	 	 	 	 	 
	Treasury Shares:
	 	 	0.00	 	 	 	 	 	 	 	 	 
	Number Outstanding:
	 	 	2.00	 	 	 	 	 	 	 	 	 
	Percent Outstanding:
	 	 	100.00	%	 	 	 	 	 	 	 	 







			
	Comments:	 	09/26/1994: Reduction in authorized capital from 900,000 shares of US$1.00 each to 50,000
shares of US$1.00 each






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	APS Holdings Co.
	 	 	2.00	 	 	 	100.0000	%	 	 	100.0000	%






Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 53 of 77











 




Horton CBI, Limited (HORTONCBI)




	 	 	 
	Incorporated Date:

	 	08/04/1916
	Incorporated State:

	 	Canada
	Country:

	 	Canada
	Entity Type:

	 	CBIBV Subsidiary
	Principal Place of Business:

	 	not known
	 

	 	Fort Saskatchewan
	 

	 	Alberta, Canada
	Registered Agent/Office:

	 	Osler, Hoskin & Harcourt
	 

	 	P.O. Box 50, First Canadian Place
	 

	 	Toronto
	 

	 	Ontario, M6X 1B8
	 

	 	CANADA
	 

	 	Phone: (416) 362-2111
	Fiscal Year End:

	 	12/31
	Board Composition:

	 	Current: 6; Min: 3; Max: 9






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Marc R. Beauregard

	 	Director
	 	05/22/1990
	 	05/02/2001	 	 
	James E. Bollweg

	 	Director
	 	02/07/2001
	 	05/02/2001	 	 
	Mark A. Stobart

	 	Director
	 	04/15/1998
	 	05/02/2001	 	 
	Karl Thiessen

	 	Director
	 	05/09/2000
	 	05/02/2001	 	 
	George D. Wilson

	 	Director
	 	04/26/1996
	 	05/02/2001	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Marc R. Beauregard

	 	General Manager — Operations
	 	 	 	05/02/2001	 	 
	William A. Stobart

	 	Director of Sales
	 	 	 	05/02/2001	 	 
	Karl Thiessen

	 	Vice President — Construction
	 	05/09/2000
	 	05/02/2001	 	 
	Marc R. Beauregard

	 	President
	 	05/22/1990
	 	05/02/2001	 	 
	James E. Bollweg

	 	Vice President
	 	02/07/2001
	 	05/02/2001	 	 
	James W. House

	 	Treasurer
	 	05/07/1998
	 	05/02/2001	 	 
	Beverly G. Nicholls

	 	Secretary
	 	05/07/1998
	 	05/02/2001	 	 
	Mark A. Stobart

	 	Vice President
	 	 	 	05/02/2001	 	 
	George D. Wilson

	 	Vice President-Engineering
	 	04/26/1996
	 	05/02/2001	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	65,000.00	 	 	Par Value:	 	$	10.00	 
	Number Issued:
	 	 	64,979.00	 	 	 	 	 	 	 
	Percent Issued:
	 	 	99.97	%	 	 	 	 	 	 







			
	Comments:	 	$ = Canadian dollars






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company B.V.
	 	 	64,965.00	 	 	 	99.9785	%	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Shareholders)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	William Inman
	 	 	13.00	 	 	 	0.0200	%	 	 	 	 
	Phil Chasin
	 	 	1.00	 	 	 	0.0015	%	 	 	 	 






Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement





 


Page 54 of 77









 







Howe-Baker Eastern Limited (HBEL)




	 	 	 
	Incorporated Date:

	 	11/06/2001
	Incorporated State:

	 	United Kingdom
	Country:

	 	United Kingdom
	Principal Place of Business:

	 	20 Eastbourne Terrace
	 

	 	London
	 

	 	United Kingdom
	Registered Agent/Office:

	 	Mary Ryan
	 

	 	20 Eastbourne Terrace
	 

	 	London
	 

	 	United Kingdom






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Kevin Forder

	 	Director
	 	01/09/2006	 	 	 	 
	Duncan MacPhee

	 	Director
	 	06/22/2004	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Piers Morris

	 	Secretary	 	 	 	 	 	 






Common Shares




	 	 	 	 	 
	Number Authorized:
	 	 	1,000,000.00	 
	Number Issued:
	 	 	1.00	 
	Percent Issued:
	 	 	0.00	%






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company B.V.
	 	 	1.00	 	 	 	100.0000	%	 	 	 	 






Howe-Baker Engineers, Ltd. (HBENG.LTD)




	 	 	 
	Incorporated Date:

	 	 01/04/2001
	Incorporated State:

	 	 Texas
	Country:

	 	 U.S.A.
	Entity Type:

	 	 Howe-Baker International, L.L.C.
	Federal Tax ID:

	 	 75-2912742
	Charter ID:

	 	 036393
	Principal Place of Business:

	 	 Highway 850 East
	 

	 	 Tyler, TX 75705
	 

	 	 USA






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	Director
	 	02/06/2006	 	 	 	 
	Luke V. Scorsone

	 	Director
	 	01/01/2004	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Stephen L. Sanson

	 	Finance Controller
	 	07/24/2006	 	 	 	 
	G. Darrell Scruggs

	 	Vice President -

Sales, Syngas &

Separations

Technologies
	 	09/20/2004	 	 	 	 
	Mary C. Bray

	 	Secretary
	 	07/05/2004	 	 	 	 
	James E. Lewis

	 	Vice President
	 	02/02/2002	 	 	 	 
	Luciano Reyes

	 	Treasurer
	 	07/24/2006	 	 	 	 
	R. Scott Russell

	 	Assistant Secretary
	 	08/20/2001
	 	08/20/2001	 	 
	Luke V. Scorsone

	 	President
	 	01/01/2004	 	 	 	 
	Scott Wiseman

	 	Vice President
	 	04/17/2003	 	 	 	 






Stock Units




	 	 	 	 	 
	Number Authorized:
	 	 	100.00	 
	Number Issued:
	 	 	100.00	 
	Percent Issued:
	 	 	100.00	%






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Howe-Baker Holdings, L.L.C.
	 	 	99.00	 	 	 	99.0000	%	 	 	 	 
	Howe-Baker Management, L.L.C.
	 	 	1.00	 	 	 	1.0000	%	 	 	 	 






Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement





 


Page 55 of 77









 







Howe-Baker Holdings, L.L.C. (HBHLDG)




	 	 	 
	Incorporated Date:

	 	06/27/1974
	Incorporated State:

	 	Delaware
	Country:

	 	U.S.A.
	Entity Type:

	 	Howe-Baker International, L.L.C.
	Federal Tax ID:

	 	75-2905206
	Principal Place of Business:

	 	3102 East Fifth Street
	 

	 	Tyler, TX, TX 75710
	 

	 	U.S.A.
	Registered Agent/Office:

	 	The Corporation Trust Company
	 

	 	Corporation Trust Center
	 

	 	1209 Orange Street
	 

	 	Wilmington, DE 19801
	 

	 	U.S.A.
	 

	 	Phone: 302-658-7581






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	Director
	 	02/06/2006	 	 	 	 
	Ronald A. Ballschmiede

	 	Director
	 	06/26/2006	 	 	 	 
	Luke V. Scorsone

	 	Director
	 	01/01/2004
	 	10/11/2005	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Stephen L. Sanson

	 	Finance Controller
	 	07/24/2006	 	 	 	 
	Mary C. Bray

	 	Secretary
	 	07/05/2004
	 	10/11/2005	 	 
	John W. Redmon

	 	Vice President
	 	10/11/2005	 	 	 	 
	Luciano Reyes

	 	Treasurer
	 	07/24/2006	 	 	 	 
	R. Scott Russell

	 	Assistant Secretary
	 	08/20/2001
	 	10/11/2005	 	 
	Luke V. Scorsone

	 	President
	 	01/01/2004
	 	10/11/2005	 	 






Units of Ownership




	 	 	 	 	 
	Number Authorized:
	 	 	100.00	 
	Number Issued:
	 	 	100.00	 
	Percent Issued:
	 	 	100.00	%






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Howe-Baker International Management, LLC
	 	 	100.00	 	 	 	100.0000	%	 	 	 	 






Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement





 


Page 56 of 77









 







Howe-Baker International Management, LLC (HBIM,L.L.C)




	 	 	 
	Incorporated Date:

	 	 07/23/1999
	Incorporated State:

	 	 Delaware
	Country:

	 	 U.S.A.
	Entity Type:

	 	 Howe-Baker International, L.L.C.
	Federal Tax ID:

	 	 75-2838620
	Charter ID:

	 	 3073839
	Principal Place of Business:

	 	 3102 East Fifth Street
	 

	 	 Tyler, TX 75701
	 

	 	 U.S.A.
	Registered Agent/Office:

	 	 CT Corporation System
	 

	 	 1021 Main Street
	 

	 	 Suite 1150
	 

	 	 Houston, DE TX 77002






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	Director
	 	02/06/2006	 	 	 	 
	Ronald A. Ballschmiede

	 	Director
	 	06/26/2006	 	 	 	 
	Luke V. Scorsone

	 	Director
	 	01/01/2004
	 	10/11/2005	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Stephen L. Sanson

	 	Finance Controller
	 	07/24/2006	 	 	 	 
	Scott T. Baker

	 	President
	 	04/25/2005
	 	10/11/2005	 	 
	Mary C. Bray

	 	Secretary
	 	07/05/2004
	 	10/11/2005	 	 
	Luciano Reyes

	 	Treasurer
	 	07/24/2006	 	 	 	 
	R. Scott Russell

	 	Assistant Secretary
	 	08/20/2001
	 	10/11/2005	 	 
	H. Don Wright

	 	Vice President
	 	05/06/2005
	 	10/11/2005	 	 






Units of Ownership




	 	 	 	 	 
	Number Authorized:
	 	 	100.00	 
	Number Issued:
	 	 	100.00	 
	Percent Issued:
	 	 	100.00	%






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Howe-Baker International, L.L.C.
	 	 	100.00	 	 	 	100.0000	%	 	 	 	 






Howe-Baker International, L.L.C. (HBINT.LLC)




	 	 	 
	Incorporated Date:

	 	 08/27/1980
	Incorporated State:

	 	 Delaware
	Country:

	 	 U.S.A.
	Entity Type:

	 	 Howe-Baker International, L.L.C.
	Federal Tax ID:

	 	 75-2905191
	Charter ID:

	 	 0707962623
	Principal Place of Business:

	 	 3102 E 5th St.
	 

	 	 Tyler, TX 75701
	 

	 	 USA
	Registered Agent/Office:

	 	 CT Corporation System
	 

	 	 1021 Main Street
	 

	 	 Suite 1150
	 

	 	 Houston, DE TX 77002






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	Director
	 	02/06/2006	 	 	 	 
	Ronald A. Ballschmiede

	 	Director
	 	06/26/2006	 	 	 	 
	Luke V. Scorsone

	 	Director
	 	01/01/2004
	 	10/11/2005	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Donald D. Mulraney

	 	Vice President -

Business

Development
	 	01/03/2003
	 	10/11/2005	 	 
	Stephen L. Sanson

	 	Finance Controller
	 	07/24/2006	 	 	 	 
	Mary C. Bray

	 	Secretary
	 	07/05/2004
	 	10/11/2005	 	 
	Luciano Reyes

	 	Treasurer
	 	07/24/2006	 	 	 	 
	R. Scott Russell

	 	Assistant Secretary
	 	08/20/2001
	 	10/11/2005	 	 
	Luke V. Scorsone

	 	President
	 	01/01/2004
	 	10/11/2005	 	 





Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement



 


Page 57 of 77









 





Units of Ownership




	 	 	 	 	 
	Number Authorized:
	 	 	880.00	 
	Number Issued:
	 	 	880.00	 
	Percent Issued:
	 	 	100.00	%






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	CB&I Tyler Company
	 	 	880.00	 	 	 	100.0000	%	 	 	 	 






Howe-Baker Management, L.L.C. (HBMGMT,LLC)




	 	 	 
	Incorporated Date:

	 	09/24/1998
	Incorporated State:

	 	Delaware
	Country:

	 	U.S.A.
	Entity Type:

	 	Howe-Baker International, L.L.C.
	Federal Tax ID:

	 	75-2905212
	Principal Place of Business:

	 	3102 East Fifth Street
	 

	 	Tyler, TX 75710
	 

	 	U.S.A.
	Registered Agent/Office:

	 	CT Corporation System
	 

	 	1021 Main Street
	 

	 	Suite 1150
	 

	 	Houston, DE TX 77002






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	Director
	 	02/06/2006	 	 	 	 
	Ronald A. Ballschmiede

	 	Director
	 	06/26/2006	 	 	 	 
	Luke V. Scorsone

	 	Director
	 	01/01/2004
	 	10/11/2005	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Stephen L. Sanson

	 	Finance Controller
	 	07/24/2006	 	 	 	 
	G. Darrell Scruggs

	 	Vice President,

Sales, Syngas &

Separations

Technology
	 	09/20/2004	 	 	 	 
	Mary C. Bray

	 	Secretary
	 	07/05/2004
	 	10/11/2005	 	 
	James E. Lewis

	 	Vice President
	 	02/02/2002
	 	10/11/2005	 	 
	John W. Redmon

	 	Vice President
	 	10/11/2005	 	 	 	 
	Luciano Reyes

	 	Treasurer
	 	07/24/2006	 	 	 	 
	R. Scott Russell

	 	Assistant Secretary
	 	08/20/2001
	 	10/11/2005	 	 
	Luke V. Scorsone

	 	President
	 	01/01/2004
	 	10/11/2005	 	 
	Scott Wiseman

	 	Vice President
	 	04/17/2003
	 	10/11/2005	 	 






Units of Ownership




	 	 	 	 	 
	Number Authorized:
	 	 	1,000.00	 
	Number Issued:
	 	 	1,000.00	 
	Percent Issued:
	 	 	100.00	%






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Howe-Baker Holdings, L.L.C.
	 	 	1,000.00	 	 	 	100.0000	%	 	 	 	 





Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement



 


Page 58 of 77









 





International Process Supply Company, Ltd (IPSC)




	 	 	 
	Incorporated Date:

	 	02/28/2002
	Incorporated State:

	 	Cayman Islands
	Country:

	 	British West Indies
	Entity Type:

	 	CBIBV Subsidiary
	Principal Place of Business:

	 	P. O. Box 309 GT
	 

	 	Ugland House, South Church St.
	 

	 	George Town
	 

	 	Grand Cayman
	Registered Agent/Office:

	 	Maples and Calder, Attorneys at Law
	 

	 	Ugland House, P.O. Box 309
	 

	 	George Town
	 

	 	Grand Cayman
	 

	 	Cayman Islands, British West Indies
	 

	 	Phone: 1-345-949-8066






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Kenneth W. Ford

	 	Director
	 	02/28/2002	 	 	 	 
	Harold P. Mercer

	 	Director
	 	08/27/2001	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Kenneth W. Ford

	 	President
	 	02/28/2002
	 	04/18/2002	 	 
	R. Scott Russell

	 	Secretary
	 	04/18/2002	 	 	 	 






Common Shares




	 	 	 	 	 
	Number Authorized:
	 	 	50,000.00	 
	Number Issued:
	 	 	50,000.00	 
	Percent Issued:
	 	 	100.00	%






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron (Antilles) N. V.
	 	 	50,000.00	 	 	 	100.0000	%	 	 	 	 






JOHN BROWN HYDROCARBONS B.V. (JBHYDROBV)




	 	 	 
	Incorporated Date:

	 	 09/26/2003
	Incorporated State:

	 	 The Netherlands
	Country:

	 	 The Netherlands
	Entity Type:

	 	 CBIBV Subsidiary
	Charter ID:

	 	 34196279
	Principal Place of Business:

	 	 Polarisavenue 31
	 

	 	 2131 JH Hoofddorp
	 

	 	 The Netherlands






Common Shares




	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	18,000.00	 	 	Par Value:	 	 	1.00	 







			
	Comments:	 	(Euro). Upon incorporation the issued capital shall amount of 18,000 (Euro) divided into
18,000 shares, numbered 1 to 18,000






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	CMP Holdings B.V.
	 	 	 	 	 	 	 	 	 	 	 	 





Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 59 of 77









 





JOHN BROWN KISH LTD. (KISH)




	 	 	 
	Incorporated Date:

	 	02/06/2002
	Country:

	 	Iran
	Entity Type:

	 	CB&I John Brown Subsidiary
	Principal Place of Business:

	 	No. 131
	 

	 	Golestan Ave
	 

	 	Kish Island
	 

	 	Iran






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Ian Corbidge

	 	Director
	 	06/08/2002	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Ian Corbidge

	 	Secretary	 	 	 	 	 	 






Common Shares





			
	Comments:	 	100% John Brown Hydrocarbons Ltd.

100% Capital = Rls. 40,000,000

95% held by CB&I John Brown Limited






	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	% of Issued	 	% of Outstanding
	CB&I UK LIMITED
	 	 	 	 	 	 






Lealand Finance Company B.V. (LEALAND)




	 	 	 
	Incorporated Date:

	 	12/30/1996
	Incorporated State:

	 	The Netherlands
	Country:

	 	The Netherlands
	Entity Type:

	 	CBINV Subsidiary
	Principal Place of Business:

	 	Lealand Finance Company
	 

	 	Polarisavenue 31, Hoofddorp
	Registered Agent/Office:

	 	Caron & Stevens
	 

	 	Hirsch Gebouw, Leidseplein 29
	 

	 	1017 PS Amsterdam
	 

	 	The Netherlands
	 

	 	Phone: 31(0)20-551-7555
	Fiscal Year End:

	 	12/31
	Board Composition:

	 	Current: ; Min: 1; Max:






Common Shares




	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	200.00	 	 	Par Value:	 	NLG 1000
	Number Issued:
	 	 	40.00	 	 	 	 	 	 	 
	Percent Issued:
	 	 	20.00	%	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company N.V.
	 	 	40.00	 	 	 	100.0000	%	 	 	 	 





Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 60 of 77









 





Matrix Engineering, Ltd. (MANAGED BY HOWE-BAKER INTERNATIONAL MANAGEMENT, L.L.C.) (MATRIXENG)




	 	 	 
	Incorporated Date:

	 	09/01/1999
	Incorporated State:

	 	Texas
	Country:

	 	U.S.A.
	Entity Type:

	 	Howe-Baker International, L.L.C.
	Federal Tax ID:

	 	74-1974536
	Principal Place of Business:

	 	5324 Gorman Rd
	 

	 	Beaumont, TX 77705
	 

	 	U.S.A.
	Registered Agent/Office:

	 	Mitchell M. Bernhard
	 

	 	3102 East Fifth Street
	 

	 	Tyler, Texas 75701, TX
	 

	 	U.S.A.
	 

	 	Phone: 1-903-595-7919






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	Director
	 	02/06/2006	 	 	 	 
	Ronald A. Ballschmiede

	 	Director
	 	06/26/2006	 	 	 	 
	Luke V. Scorsone

	 	Director
	 	01/01/2004	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Bret E. Hagemeier

	 	Finance Controller
	 	07/24/2006	 	 	 	 
	Scott T. Baker

	 	President
	 	04/25/2005	 	 	 	 
	Mary C. Bray

	 	Secretary
	 	06/30/2004	 	 	 	 
	Luciano Reyes

	 	Treasurer
	 	07/24/2006	 	 	 	 
	R. Scott Russell

	 	Assistant Secretary
	 	08/20/2001
	 	08/20/2001	 	 
	H. Don Wright

	 	Vice President
	 	05/06/2005	 	 	 	 






Capital Contributions




	 	 	 	 	 
	Number Authorized:
	 	 	100.00	 
	Number Issued:
	 	 	100.00	 
	Percent Issued:
	 	 	100.00	%






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Howe-Baker Holdings, L.L.C.
	 	 	99.90	 	 	 	99.9000	%	 	 	 	 
	Howe-Baker International Management, LLC
	 	 	0.10	 	 	 	0.1000	%	 	 	 	 






Matrix Management Services, L.L.C. (MATMANSVC)




	 	 	 
	Incorporated Date:

	 	08/02/1999
	Incorporated State:

	 	Delaware
	Country:

	 	U.S.A.
	Entity Type:

	 	Howe-Baker International, L.L.C.
	Federal Tax ID:

	 	75-2838621
	Principal Place of Business:

	 	Matrix Engineering, Ltc.
	 

	 	5324 Gorman Rd.
	 

	 	Beaumont, TX 77705
	 

	 	U.S.A.
	Registered Agent/Office:

	 	Mitchell Bernhard
	 

	 	DE





Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 61 of 77









 





	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	Director
	 	02/06/2006	 	 	 	 
	Ronald A. Ballschmiede

	 	Director
	 	06/26/2006	 	 	 	 
	Luke V. Scorsone

	 	Director
	 	01/01/2004
	 	10/11/2005	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	David L. Anders

	 	Vice

President-Project

Support Services
	 	02/03/2005	 	 	 	 
	Bret E. Hagemeier

	 	Finance Controller
	 	07/24/2006	 	 	 	 
	Scott T. Baker

	 	President
	 	03/24/2006	 	 	 	 
	Mary C. Bray

	 	Secretary
	 	07/05/2004
	 	10/11/2005	 	 
	Lee Murphy

	 	Vice President
	 	 	 	10/11/2005	 	 
	John W. Redmon

	 	Vice President
	 	10/11/2005	 	 	 	 
	Luciano Reyes

	 	Treasurer
	 	07/24/2006	 	 	 	 
	R. Scott Russell

	 	Assistant Secretary
	 	08/20/2001
	 	10/11/2005	 	 






Units of Ownership




	 	 	 	 	 
	Number Authorized:
	 	 	100.00	 
	Number Issued:
	 	 	100.00	 
	Percent Issued:
	 	 	100.00	%






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Matrix Engineering, Ltd. (MANAGED BY
	 	 	100.00	 	 	 	100.0000	%	 	 	 	 
	HOWE-BAKER INTERNATIONAL MANAGEMENT,
L.L.C.)
	 	 	 	 	 	 	 	 	 	 	 	 






NM-CBI (NMCBI)




	 	 	 
	Incorporated Date:

	 	04/01/1985
	Incorporated State:

	 	Trinidad
	Country:

	 	Trinidad
	Entity Type:

	 	CB&I Subsidiary
	Principal Place of Business:

	 	See CBI Company






Common Shares




	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	100.00	 	 	Par Value:	 	 	0	 
	Number Issued:
	 	 	100.00	 	 	 	 	 	 	 
	Percent Issued:
	 	 	100.00	%	 	 	 	 	 	 







			
	Comments:	 	100 is not correct number of shares. Number in unknown. However, owned 100% by CBI Company
Ltd per Mario Valaperta, 9/23/03.






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	CBI Company Ltd.
	 	 	100.00	 	 	 	100.0000	%	 	 	 	 





Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 62 of 77









 





Neo Creator Co, Limited (NEOCREATOR)




	 	 	 
	Incorporated Date:

	 	01/24/2003
	Incorporated State:

	 	Bangkok Metropolis, Thailand
	Country:

	 	Thailand
	Entity Type:

	 	CBIBV Subsidiary
	Federal Tax ID:

	 	3 03078978 5
	Charter ID:

	 	Reg. 10254600106
	Principal Place of Business:

	 	16th Floor, Dietheim Tower A
	 

	 	93/1 Wireless Road
	 

	 	Bangkok Metropolis
	 

	 	Thailand






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Phillip Charles Rose

	 	Operation Manager
	 	03/10/2003	 	 	 	 
	Jim Balderstone

	 	Director
	 	07/12/2006	 	 	 	 
	Pin-Chung Han

	 	Director
	 	03/10/2003	 	 	 	 
	Geoffrey Loft

	 	Director
	 	07/12/2006	 	 	 	 
	Keith E. Nockels

	 	Director
	 	03/10/2003	 	 	 	 
	Poosit Titanantabutr

	 	Sales Manager
	 	01/17/2003	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Siwakorn Chornchuen

	 	Finance & Accounting Manager
	 	03/10/2003	 	 	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	1,000.00	 	 	Par Value:	 	 	100 B	 
	Number Issued:
	 	 	1,000.00	 	 	 	 	 	 	 	 	 
	Percent Issued:
	 	 	100.00	%	 	 	 	 	 	 	 	 







			
	Comments:	 	B = Thai Baht

Group A Shares are numbered 1 — 499

Group B Shares are numbered 500 — 1000






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company B.V.
	 	 	499.00	 	 	 	49.9000	%	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Shareholders)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Satit Sensupa
	 	 	1.00	 	 	 	0.1000	%	 	 	 	 
	Adisak Poonithet
	 	 	1.00	 	 	 	0.1000	%	 	 	 	 
	Thansammorn Manasarn
	 	 	1.00	 	 	 	0.1000	%	 	 	 	 
	Anawat Malamarn
	 	 	1.00	 	 	 	0.1000	%	 	 	 	 
	Patthara Wasinwatthanapong
	 	 	1.00	 	 	 	0.1000	%	 	 	 	 
	Pongyuth Chueasoey
	 	 	1.00	 	 	 	0.1000	%	 	 	 	 
	Chairat Traisarnsri
	 	 	1.00	 	 	 	0.1000	%	 	 	 	 
	VPPW Business Consultant Ltd.
	 	 	494.00	 	 	 	49.4000	%	 	 	 	 






Oasis Supply Company Anstalt (OASISANST)




	 	 	 
	Incorporated Date:

	 	12/21/1973
	Incorporated State:

	 	Vaduz, Liechtenstein
	Country:

	 	Liechtenstein
	Entity Type:

	 	CBIBV Subsidiary
	Principal Place of Business:

	 	P. O. Box 2750
	 

	 	Dubai
	 

	 	United Arab Emirates
	Fiscal Year End:

	 	12/31
	Board Composition:

	 	Current: ; Min: 1; Max:





Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 63 of 77









 





	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Andre Leon

	 	Administrator	 	 	 	 	 	 
	P. Marxer

	 	Administrator
	 	12/21/1973
	 	08/01/2002	 	 
	Harold P. Mercer

	 	Administrator
	 	01/28/2002
	 	08/01/2002	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	1.00	 	 	Par Value:	 	sfr.20,000
	Number Issued:
	 	 	1.00	 	 	 	 	 	 	 
	Percent Issued:
	 	 	100.00	%	 	 	 	 	 	 







			
	Comments:	 	sfr. = Swiss francs






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	CBI Eastern Anstalt
	 	 	1.00	 	 	 	100.0000	%	 	 	 	 






Oasis Supply Company, Ltd. (OASISLTD)




	 	 	 
	Incorporated Date:

	 	03/28/1991
	Incorporated State:

	 	Cayman Islands
	Country:

	 	British West Indies
	Entity Type:

	 	Cromartie Trust Subsidiary
	Registered Agent/Office:

	 	Maples and Calder, Attorneys at Law
	 

	 	Ugland House, P.O. Box 309
	 

	 	George Town
	 

	 	Grand Cayman
	 

	 	Cayman Islands, British West Indies
	 

	 	Phone: 1-345-949-8066
	Fiscal Year End:

	 	12/31
	Board Composition:

	 	Current: ; Min: 1; Max: 10






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	Director
	 	02/06/2006	 	 	 	 
	Ronald A. Ballschmiede

	 	Director
	 	06/26/2006	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	President
	 	02/06/2006	 	 	 	 
	Timothy J. Moran

	 	Treasurer
	 	08/01/2002	 	 	 	 
	R. Scott Russell

	 	Secretary
	 	08/01/2002	 	 	 	 






Common Shares




	 	 	 	 	 	 	 
	Number Authorized:
	 	 	50,000.00	 	 	Par Value:                                                             	 	 	$1.00
	Number Issued:
	 	 	2.00	 	 	 	 	 	 
	Percent Issued:
	 	 	0.00	%	 	 	 	 	 
	Treasury Shares:
	 	 	0.00	 	 	 	 	 	 
	Number Outstanding:
	 	 	2.00	 	 	 	 	 	 
	Percent Outstanding:
	 	 	100.00	%	 	 	 	 	 







			
		 	Comments: 09/26/1994: Authorized capital reduce from 900,000 shares of US$1.00 each to 50,000 shares
of US$1.00 each






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	APS Holdings Co.
	 	 	2.00	 	 	 	100.0000	%	 	 	100.0000	%





Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement



 


Page 64 of 77









 





Oceanic Contractors, Inc. (OCEANIC)




	 	 	 
	Incorporated Date:

	 	09/14/1964
	Incorporated State:

	 	Delaware
	Country:

	 	U.S.A.
	Entity Type:

	 	CB&I Subsidiary
	Federal Tax ID:

	 	36-2536765
	Principal Place of Business:

	 	1501 North Division Street
	 

	 	Plainfield, IL 60544
	 

	 	USA
	Registered Agent/Office:

	 	The Corporation Trust Company
	 

	 	Corporation Trust Center
	 

	 	1209 Orange Street
	 

	 	Wilmington, DE 19801
	 

	 	U.S.A.
	 

	 	Phone: 302-658-7581
	Fiscal Year End:

	 	12/31
	Board Composition:

	 	Current: 1; Min: ; Max:






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	Director
	 	02/06/2006	 	 	 	 
	Ronald A. Ballschmiede

	 	Director
	 	06/26/2006	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	President
	 	02/06/2006	 	 	 	 
	Luciano Reyes

	 	Treasurer
	 	02/08/2006	 	 	 	 
	R. Scott Russell

	 	Secretary
	 	11/16/1999
	 	09/05/2001	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	100,000.00	 	 	Par Value:	 	$	10.00	 
	Number Issued:
	 	 	45,720.00	 	 	 	 	 	 	 	 	 
	Percent Issued:
	 	 	45.72	%	 	 	 	 	 	 	 	 
	Treasury Shares:
	 	 	0.00	 	 	 	 	 	 	 	 	 
	Number Outstanding:
	 	 	45,720.00	 	 	 	 	 	 	 	 	 
	Percent Outstanding:
	 	 	100.00	%	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company
	 	 	45,720.00	 	 	 	100.0000	%	 	 	100.0000	%






Oxford Metal Supply Limited (OXFORD)




	 	 	 
	Incorporated Date:

	 	05/09/1960
	Incorporated State:

	 	United Kingdom
	Country:

	 	England
	Entity Type:

	 	CBIBV Subsidiary
	Principal Place of Business:

	 	20 Eastbourne Terrace
	 

	 	London
	 

	 	United Kingdom
	Registered Agent/Office:

	 	Mary Ryan
	 

	 	20 Eastbourne Terrace
	 

	 	London
	 

	 	United Kingdom





Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 65 of 77









 





	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Kevin Forder

	 	Director
	 	01/09/2006	 	 	 	 
	Duncan MacPhee

	 	Director
	 	06/22/2004	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Raymond Buckley

	 	Chairman
	 	10/15/2001
	 	10/15/2001	 	 
	Piers Morris

	 	Secretary
	 	08/03/2004	 	 	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	100.00	 	 	Par Value:	 	 	L1.00	 
	Number Issued:
	 	 	100.00	 	 	 	 	 	 	 
	Percent Issued:
	 	 	100.00	%	 	 	 	 	 	 







			
	Comments:	 	L = English pound






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	CBI Constructors Limited
	 	 	99.00	 	 	 	99.0000	%	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Officers/Directors)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	J. Robert McKenzie
	 	 	1.00	 	 	 	1.0000	%	 	 	 	 






P.T. Chicago Bridge & Iron (PTCBI)




	 	 	 
	Incorporated Date:

	 	11/14/2000
	Incorporated State:

	 	Indonesia
	Country:

	 	Indonesia
	Entity Type:

	 	CBIBV & CBI Europe BV Subsidiary
	Principal Place of Business:

	 	Jl.Jend Subirman Kav.61-62
	 

	 	Jakarta
	 

	 	INDONESIA






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Geoff Loft

	 	Commissioner	 	 	 	 	 	 
	Soedjarwo Sowdjarwo

	 	Director	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Ping-Chung Han

	 	Commissioner
	 	07/24/2002	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 
	Common Shares	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	6,624.00	 	 	Par Value:	 	Rp 1,720,000
	Number Issued:
	 	 	1,656.00	 	 	 	 	 	 	 
	Percent Issued:
	 	 	25.00	%	 	 	 	 	 	 







			
	Comments:	 	Rp=Indonesian Rupiah






Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement



 


Page 66 of 77









 







Pacific Rim Material Supply Company, Ltd. (PACIFIC)




	 	 	 
	Incorporated Date:

	 	12/18/1997
	Incorporated State:

	 	Cayman Islands
	Country:

	 	British West Indies
	Entity Type:

	 	CBIBV Subsidiary
	Principal Place of Business:

	 	P.O. Box 46826
	Registered Agent/Office:

	 	Maples and Calder, Attorneys at Law
	 

	 	Ugland House, P.O. Box 309
	 

	 	George Town
	 

	 	Grand Cayman
	 

	 	Cayman Islands, British West Indies
	 

	 	Phone: 1-345-949-8066
	Fiscal Year End:

	 	12/31
	Board Composition:

	 	Current: ; Min: ; Max: 10






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Kenneth W. Ford

	 	Director
	 	08/26/1998
	 	08/26/1998	 	 
	Harold P. Mercer

	 	Director
	 	08/27/2001
	 	08/27/2001	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Kenneth W. Ford

	 	President
	 	08/26/1998
	 	08/26/1998	 	 
	R. Scott Russell

	 	Secretary
	 	01/01/1998
	 	01/01/1998	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	50,000.00	 	 	Par Value:	 	$	1.00	 
	Number Issued:
	 	 	2.00	 	 	 	 	 	 	 
	Percent Issued:
	 	 	0.00	%	 	 	 	 	 	 
	Treasury Shares:
	 	 	0.00	 	 	 	 	 	 	 
	Number Outstanding:
	 	 	2.00	 	 	 	 	 	 	 
	Percent Outstanding:
	 	 	100.00	%	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron (Antilles) N. V.
	 	 	2.00	 	 	 	100.0000	%	 	 	100.0000	%






Southern Tropic Material Supply Company, Ltd. (SOUTHERN)




	 	 	 
	Incorporated Date:

	 	12/18/1997
	Incorporated State:

	 	Cayman Islands
	Country:

	 	British West Indies
	Entity Type:

	 	CBIBV Subsidiary
	Principal Place of Business:

	 	P.O. Box 46826
	 

	 	Abu Dhabi
	 

	 	United Arab Emirates
	Registered Agent/Office:

	 	Maples and Calder, Attorneys at Law
	 

	 	Ugland House, P.O. Box 309
	 

	 	George Town
	 

	 	Grand Cayman
	 

	 	Cayman Islands, British West Indies
	 

	 	Phone: 1-345-949-8066
	Fiscal Year End:

	 	12/31
	Board Composition:

	 	Current: ; Min: ; Max: 10





Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 67 of 77









 





	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Kenneth W. Ford

	 	Director
	 	08/26/1998
	 	08/26/1998	 	 
	Harold P. Mercer

	 	Director
	 	08/27/2001
	 	08/27/2001	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Kenneth W. Ford

	 	President
	 	08/26/1998
	 	09/08/1998	 	 
	R. Scott Russell

	 	Secretary
	 	01/01/1998
	 	01/01/1998	 	 
	Robert H. Wolfe

	 	Assistant Secretary	 	 	 	 	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	50,000.00	 	 	Par Value:	 	$	1.00	 
	Number Issued:
	 	 	2.00	 	 	 	 	 	 	 
	Percent Issued:
	 	 	0.00	%	 	 	 	 	 	 
	Treasury Shares:
	 	 	0.00	 	 	 	 	 	 	 
	Number Outstanding:
	 	 	2.00	 	 	 	 	 	 	 
	Percent Outstanding:
	 	 	100.00	%	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron (Antilles) N. V.
	 	 	2.00	 	 	 	100.0000	%	 	 	100.0000	%






Tank Constructors Limited (TANK)




	 	 	 
	Incorporated State:

	 	London
	Country:

	 	United Kingdom
	Registered Agent/Office:

	 	20 Eastbourne Terrace, London W2 6LE
	 

	 	20 Eastbourne Terrace
	 

	 	London
	 

	 	London






	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Raymond Buckley

	 	Director	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Piers Morris

	 	Secretary	 	 	 	 	 	 






UltraPure Services, Inc. (00019)




	 	 	 
	Incorporated Date:

	 	10/12/2000
	Incorporated State:

	 	Delaware
	Country:

	 	U.S.A.
	Entity Type:

	 	CB&I Subsidiary
	Federal Tax ID:

	 	75-2903851
	Principal Place of Business:

	 	2009 McKenzie
	 

	 	Suite 124
	 

	 	Carrollton, TX 75006-8366
	 

	 	U.S.A.
	Registered Agent/Office:

	 	The Corporation Trust Company
	 

	 	Corporation Trust Center
	 

	 	1209 Orange Street
	 

	 	Wilmington, DE 19801
	 

	 	U.S.A.
	 

	 	Phone: 302-658-7581
	Fiscal Year End:

	 	12/31
	Board Composition:

	 	Current: 2; Min: 2; Max:





Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 68 of 77









 





	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	James E. Bollweg

	 	Director
	 	10/18/2000
	 	10/18/2000	 	 
	T G Browne

	 	Director	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Philip K. Asherman

	 	President
	 	02/06/2006	 	 	 	 
	T G Browne

	 	Treasurer	 	 	 	 	 	 
	R. Scott Russell

	 	Secretary
	 	10/18/2000
	 	10/18/2000	 	 






Common Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number Authorized:
	 	 	1,000.00	 	 	Par Value:	 	$	1.00	 
	Number Issued:
	 	 	1,000.00	 	 	 	 	 	 	 	 	 
	Percent Issued:
	 	 	100.00	%	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company
	 	 	1,000.00	 	 	 	100.0000	%	 	 	 	 






WOODLANDS INTERNATIONAL INSURANCE COMPANY (WOODLANDS)




	 	 	 	 	 
	Incorporated Date:

	 	12/16/2003
	Country:

	 	Ireland

	Charter ID:

	 	379505
	Principal Place of Business:

	 	3rd Floor, St. James House

	 

	 	Adelaide Road

	 

	 	Dublin2

	 

	 	Ireland







	 	 	 	 	 	 	 	 	 
	Director	 	Title	 	Start Date	 	Last Elected	 	End Date
	Robert Havlick

	 	Director
	 	02/28/2005	 	 	 	 
	Brian McDonagh

	 	Director
	 	02/28/2005	 	 	 	 
	Timothy Moran

	 	Director
	 	02/28/2005	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Officer	 	Title	 	Start Date	 	Last Elected	 	End Date
	Bradwell Limited

	 	Secretary	 	 	 	 	 	 






Ordinary




	 	 	 	 	 
	Number Authorized:
	 	 	5,000,000.00	 
	Number Issued:
	 	 	860,000.00	 
	Percent Issued:
	 	 	17.20	%







			
	Comments:	 	5,000,000 at US$1.00 and 1,000,000 at Euro 1 each






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders (Corporations)	 	Number of Shares	 	 	% of Issued	 	 	% of Outstanding	 
	Chicago Bridge & Iron Company B.V.
	 	 	860,000.00	 	 	 	100.0000	%	 	 	 	 





Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 69 of 77









 





5.04 (c) — Restrictions




	 	 	 	 	 
	1)

	 	CBI Constructors Pty. Ltd.
	 	(Borrower)
	 

	 	Australia and New Zealand	 	 
	 

	 	Banking Group Limited
	 	(Bank)
	 
	 	 	 	 
	 

	 	Restriction/Condition
	 	Borrower undertakes to obtain the consent of the Bank in
writing prior to the remittance of monies by way of a loan or
dividend
	 
	 	 	 	 
	2)

	 	CBI Constructors Pty. Ltd.
	 	(Borrower)
	 

	 	HSBC Bank
	 	(Bank)
	 
	 	 	 	 
	 

	 	Restriction/Condition
	 	Borrower undertakes to obtain the consent of the Bank in
writing prior to the remittance of monies by way of a loan or
dividend
	 
	 	 	 	 
	2)

	 	CBI Constructors S.A.	 	 
	 

	 	(Pty.) Limited
	 	(Borrower)
	 
	 	 	 	 
	 

	 	Restriction/Condition
	 	As a non-resident controlled company; Borrower must be capitalized in an
amount not less than one third of its shareholders’ loan funds. Dividend payments are
subject to 12.5% secondary tax.





Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 70 of 77









 





Schedule 5.05 — Financial Statements




Refer to the prior posting of the following documents on Intralinks:

2002 Annual Report

2003 Annual Report

2004 Annual Report

2005 Annual Report

June 30, 2006 Form 10-Q



Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement



 


Page 71 of 77









 





Schedule 5.08 — Litigation




Antitrust Proceedings — In October 2001, the U.S. Federal Trade Commission (the “FTC” or the
“Commission”) filed an administrative complaint (the “Complaint”) challenging our February 2001
acquisition of certain assets of the Engineered Construction Division of Pitt-Des Moines, Inc.
(“PDM”) that we acquired together with certain assets of the Water Division of PDM (the Engineered
Construction and Water Divisions of PDM are hereafter sometimes referred to as the “PDM
Divisions”). The Complaint alleged that the acquisition violated Federal antitrust laws by
threatening to substantially lessen competition in four specific markets in the United States:
liquefied nitrogen, liquefied oxygen and liquefied argon (LIN/LOX/LAR) storage tanks; liquefied
petroleum gas (LPG) storage tanks; liquefied natural gas (LNG) storage tanks and associated
facilities; and field erected thermal vacuum chambers (used for the testing of satellites) (the
“Relevant Products”).



In June 2003, an FTC Administrative Law Judge ruled that our acquisition of PDM assets threatened
to substantially lessen competition in the four business lines identified above and ordered us to
divest within 180 days of a final order all physical assets, intellectual property and any
uncompleted construction contracts of the PDM Divisions that we acquired from PDM to a purchaser
approved by the FTC that is able to utilize those assets as a viable competitor.



We appealed the ruling to the full Federal Trade Commission. In addition, the FTC Staff appealed
the sufficiency of the remedies contained in the ruling to the full Federal Trade Commission. On
January 6, 2005, the Commission issued its Opinion and Final Order. According to the FTC’s Opinion,
we would be required to divide our industrial division, including employees, into two separate
operating divisions, CB&I and New PDM, and to divest New PDM to a purchaser approved by the FTC
within 180 days of the Order becoming final. By order
dated August 30, 2005, the FTC issued its final ruling substantially denying our petition to
reconsider and upholding the Final Order as modified.



We believe that the FTC’s Order and Opinion are inconsistent with the law and the facts presented
at trial, in the appeal to the Commission, as well as new evidence following the close of the
record. We filed a petition for review of the FTC Order and Opinion with the United States Court of
Appeals for the Fifth Circuit. We are not required to divest any assets until we have exhausted all
appeal processes available to us, including the United States Supreme Court. Because (i) the
remedies described in the Order and Opinion are neither consistent nor clear, (ii) the needs and
requirements of any purchaser of divested assets could impact the amount and type of possible
additional assets, if any, to be conveyed to the purchaser to constitute it as a viable competitor
in the Relevant Products beyond those contained in the PDM Divisions, and (iii) the demand for the
Relevant Products is constantly changing, we have not been able to quantify the potential effect on
our financial statements. The divested entity could include, among other things, certain
fabrication facilities, equipment, contracts and employees of CB&I. The remedies contained in the
Order, depending on how and to the extent they are implemented to establish a viable competitor in
the Relevant Products, could have an adverse effect on us, including the possibility of a potential
write-down of the net book value of divested assets, a loss of revenue relating to divested
contracts and costs associated with a divestiture.



Securities Class Action — A class action shareholder lawsuit was filed on February 17, 2006
against us, Gerald M. Glenn, Robert B. Jordan and Richard E. Goodrich in the United States



Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement



 


Page 72 of 77









 





Schedule 5.08 — Litigation




District Court for the Southern District of New York entitled Welmon v. Chicago Bridge & Iron
Company N.V., et. al. (No. 06 CV 1283). The Complaint was filed on behalf of a purported class
consisting of all those who purchased or otherwise acquired our securities from March 9, 2005
through February 3, 2006 and were damaged thereby.



The action asserts claims under the U.S. securities laws and alleges, among other things, that we,
in connection with various public statements made by the defendants during the class period,
misapplied percentage-of-completion accounting and did not follow our publicly stated revenue
recognition policies.



Since the initial lawsuit, other suits containing substantially similar allegations and with
similar, but not exactly the same, class periods were filed.



On July 5, 2006, a single Consolidated Amended Complaint was filed in the Welmon action in the
Southern District of New York consolidating all previously filed actions. On August 16, 2006, we
and the individual defendants filed a motion to dismiss the Complaint, which is currently scheduled
to be heard by the Court on November 7, 2006 after briefing is completed. Although we believe that
we have meritorious defenses to the claims made in the above action and intend to contest it
vigorously, an adverse resolution of the action could have a material adverse effect on our
financial position and results of operations in the period in which the lawsuit is resolved.



Environmental Matters — Our operations are subject to extensive and changing U.S. federal, state
and local laws and regulations and laws outside the U.S. establishing health and environmental
quality standards, including those governing discharges and pollutants into the air and water and
the management and disposal of hazardous substances and wastes. This exposes us to potential
liability for personal injury or property damage caused by any release, spill, exposure or other
accident involving such substances or wastes.



In connection with the historical operation of our facilities, substances which currently are or
might be considered hazardous were used or disposed of at some sites that will or may require us to
make expenditures for remediation. In addition, we have agreed to indemnify parties to whom we have
sold facilities for certain environmental liabilities arising from acts occurring before the dates
those facilities were transferred. We are not aware of any manifestation by a potential claimant of
its awareness of a possible claim or assessment with respect to any such facility.



We believe that we are currently in compliance, in all material respects, with all environmental
laws and regulations. We do not anticipate that we will incur material capital expenditures for
environmental controls or for investigation or remediation of environmental conditions during the
remainder of 2006 or 2007.



Asbestos Litigation — We are a defendant in a number of lawsuits wherein plaintiffs allege
exposure to asbestos due to work we may have performed at various locations. We have never been a
manufacturer, distributor or supplier of asbestos products. As of September 30, 2006, the claims
alleging exposure to asbestos that have been resolved have been dismissed or settled for an average
settlement amount per claim of approximately one thousand dollars.



Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement



 


Page 73 of 77









 





Schedule 5.08 — Litigation




With respect to unasserted asbestos claims, we cannot identify a population of potential claimants
with sufficient certainty to determine the probability of a loss and to make a reasonable estimate
of liability, if any.



We review each case on its own merits and make accruals based on the probability of loss and our
ability to estimate the amount of liability and related expenses, if any. We do not currently
believe that any unresolved asserted claims will have a material adverse effect on our future
results of operations or financial position and at September 30, 2006 we had accrued $900,000 for
liability and related expenses. We are unable to quantify estimated recoveries for
recognized and unrecognized contingent losses, if any, that may be expected to be recoverable
through insurance, indemnification arrangements or other sources because of the variability in the
coverage amounts, deductibles, limitations and viability of carriers with respect to our insurance
policies for the years in question.



Other  —  We were served with subpoenas for documents on August 15, 2005 and January 24, 2006 by
the Securities and Exchange Commission in connection with its investigation titled “In the Matter
of Halliburton Company, File No. HO-9968,” relating to an LNG construction project on Bonny Island,
Nigeria, where we served as one of several subcontractors to a Halliburton affiliate. We are
cooperating fully with such investigation.



Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement



 


Page 74 of 77









 





Schedule 5.15 — Existing Debt, Undrawn Reimbursement Obligations,

Future Liens (w/o duplication)




5.15 (a)(i): Indebtedness as of June 30, 2006




	 	 	 	 	 	 	 	 
	 	 	 	 	 	In 000’s of	 
	 	 	 	 	 	US$ Equivalent	 
	Company	 	 	Party	 	Outstanding	 
	CBI Venezolana S.A.
	 	 	Venezolano de Credito	 	 	652	 
	Callidus Technologies
	 	 	 	 	 	643	 
	Chicago Bridge & Iron Company N.V.,
		 	 	 	 	 	 
	CB&I Constructors, Inc.,
	 	 	 	 	 	 
	CBI Services, Inc.,
	 	 	 	 	 	 
	Chicago Bridge & Iron Company
	 	 	 	 	 	 
	(Delaware),
	 	Various Private	 	 	 	 
	CB&I Tyler Company,
	 	Placement Lenders	 	 	50,000	 






5.15 (a)(ii): Undrawn Obligations Reimbursement Obligations as of June 30, 2006




See attached LC and Surety Bond reports



5.15 (b): Future Liens




None agreed or consented as of Closing



Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement



 


Page 75 of 77









 





Schedule 7.03 — Liens




None



Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 76 of 77









 







Schedule 7.10 — Permitted Investments




The Company has investments in the following list of entities:


Arabian CBI Ltd.

Arabian CBI Tank Manufacturing Company Limited

CBI (Malaysia) Sdn. Bhd.

CBI/ST Limited

Chicago Bridge & Iron Company (Egypt) LLC

Horton CBI, Limited

CBI (Philippines) Inc.

CBI (Thailand) Limited

Chicago Bridge & Iron Company & Co. L.L.C.




Please refer to Schedule 5.04 for a more detailed presentation.



Schedules to the 5 Year Series A

Letter of Credit and Term Loan Agreement




Schedule 7.11(h) — Contingent Liabilities

As of June 30, 2006




See the attached list LC and Surety Bond reports, also referenced as 5.15(a)(ii) under Schedule
5.15



Schedules to the 5 Year Series B

Letter of Credit and Term Loan Agreement




 


Page 77 of 77











 




Schedule 5.15(a)(ii)
— LC’s Surety Bonds




CHICAGO BRIDGE & IRON COMPANY N.V.

Consolidated LC’s & Bank Guarantee’s as of June 30, 2006



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Value in	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	currency	 	 	Value in	 
	Entity	 	LC Number	 	Issued by	 	Beneficiary	 	Purpose	 	Issued	 	 	Expiry Date	 	 	Currency	 	of issue	 	 	USD	 
	98 CMP BV
	 	SB 11280	 	ABN Amro Bank - Dubai	 	PFD (UK) Limited	 	Performance	 	 	1/14/2004	 	 	 	1/1/2007	 	 	0	 	 	0	 	 	 	784,386	 
	98 CMP BV
	 	2004.000.634 / 10847 AA 00019	 	ABN Amro Bank - Dubai	 	PFD (UK) LIMITED	 	Performance	 	 	1/13/2004	 	 	 	1/13/2007	 	 	0	 	 	0	 	 	 	784,386	 
	68 CBI Eastern Anstalt
	 	PPU/LA7801	 	ABN Amro Bank - Dubai	 	Jebel Ali Free Zone Authority	 	Labor Guarantee	 	 	2/27/2001	 	 	 	3/1/2007	 	 	AED	 	 	50,000	 	 	 	13,611	 
	68 CBI Eastern Anstalt
	 	008330/0000/00	 	ABN Amro Bank - Dubai	 	Ministry of Labor	 	Labor Guarantee	 	 	7/24/2001	 	 	 	7/23/2007	 	 	AED	 	 	3,000	 	 	 	817	 
	68 CBI Eastern Anstalt
	 	LA9275	 	ABN Amro Bank - Dubai	 	Ministry of Labor	 	Labor Guarantee	 	 	5/2/2002	 	 	 	5/2/2007	 	 	AED	 	 	30,000	 	 	 	8,166	 
	68 CBI Eastern Anstalt
	 	0008302/0000/00	 	ABN Amro Bank - Dubai	 	Ministry of Labor	 	Labor Guarantee	 	 	7/15/2001	 	 	 	10/15/2006	 	 	AED	 	 	24,000	 	 	 	6,533	 
	68 CBI Eastern Anstalt
	 	LA12751	 	ABN Amro Bank - Dubai	 	Jebel Ali Free Zone Authority	 	Labor Guarantee	 	 	3/10/2005	 	 	 	3/9/2007	 	 	AED	 	 	50,000	 	 	 	13,611	 
	73 CBI Constructors FZE
	 	PPU/LA8838	 	ABN Amro Bank - Dubai	 	Jebel Ali Free Zone Authority	 	Labor Guarantee	 	 	7/26/2001	 	 	 	7/25/2006	 	 	AED	 	 	75,000	 	 	 	20,416	 
	61 CBI Constructors Pty (Australia)
	 	3325392	 	ANZ Australian-New Zealand Banking Group	 	Blacktown Council	 	Financial	 	 	7/6/1992	 	 	 	10/10/2006	 	 	AUD	 	 	84,500	 	 	 	61,677	 
	61 CBI Constructors Pty (Australia)
	 	3335992	 	ANZ Australian-New Zealand Banking Group	 	Shepparton Waterboard	 	Performance	 	 	11/25/1992	 	 	 	10/10/2006	 	 	AUD	 	 	7,996	 	 	 	5,836	 
	61 CBI Constructors Pty (Australia)
	 	98385	 	ANZ Australian-New Zealand Banking Group	 	Blacktown City Council	 	Financial	 	 	12/15/1998	 	 	 	10/10/2006	 	 	AUD	 	 	66,000	 	 	 	48,173	 
	61 CBI Constructors Pty (Australia)
	 	21197	 	ANZ Australian-New Zealand Banking Group	 	Internal Revenue PNG	 	Financial	 	 	10/16/1997	 	 	 	10/31/2006	 	 	PGK	 	 	32,528	 	 	 	10,464	 
	61 CBI Constructors Pty (Australia)
	 	29070196-A	 	ANZ Australian-New Zealand Banking Group	 	Collector of Customs PNG	 	Financial	 	 	7/13/1996	 	 	 	3/31/2007	 	 	PGK	 	 	4,598	 	 	 	1,479	 
	69 Arabian CBI Ltd
	 	OG303780DAM	 	Arab National Bank	 	Saudi Archirodon	 	Performance	 	 	5/4/2004	 	 	 	9/30/2006	 	 	SAR	 	 	4,175,000	 	 	 	1,113,139	 
	69 Arabian CBI Ltd
	 	OG303262DAM	 	Arab National Bank	 	National Contracting Company	 	Retention	 	 	11/15/2003	 	 	 	9/30/2006	 	 	0	 	 	0	 	 	 	529,850	 
	584 CB & I (UK)
	 	MRGI4811445	 	Barclays Bank	 	Grain LNG Limited	 	Performance	 	 	8/4/2005	 	 	 	11/27/2010	 	 	GBP	 	 	12,383,106	 	 	 	22,487,102	 
	45 Central Trading Company Ltd
	 	BMCH88830OS	 	BMO Bank of Montreal	 	Abastecedora de Combustibles S.A.	 	Performance	 	 	10/22/2004	 	 	 	8/31/2006	 	 	0	 	 	0	 	 	 	474,702	 
	58 CB & I (UK)
	 	BMCH16688OS	 	BMO Bank of Montreal	 	Citibank International PLC	 	Warranty	 	 	6/12/2003	 	 	 	1/30/2007	 	 	GBP	 	 	117,000	 	 	 	212,466	 
	92 Howe Baker Engineers
	 	BMTO102623OG	 	BMO Bank of Montreal	 	Raffineria Di Milazzo S.c.P.A.	 	Advance	 	 	5/19/2005	 	 	 	4/1/2007	 	 	0	 	 	0	 	 	 	306,600	 
	94 Callidus Technologies LLC
	 	BMCH16694OS	 	BMO Bank of Montreal	 	Jubail United Petrochemical	 	Performance	 	 	6/28/2002	 	 	 	7/8/2006	 	 	0	 	 	0	 	 	 	353,098	 
	94 Callidus Technologies LLC
	 	BMCH16708OS	 	BMO Bank of Montreal	 	KJT Engenharia Materiais E Servicos Para A Industr	 	Warranty	 	 	4/24/2003	 	 	 	8/29/2006	 	 	0	 	 	0	 	 	 	55,365	 
	94 Callidus Technologies LLC
	 	BMCH16712OS	 	BMO Bank of Montreal	 	Technip Benelux B.V.	 	Warranty	 	 	6/20/2003	 	 	 	6/30/2006	 	 	EUR	 	 	23,126	 	 	 	29,021	 
	55 Horton CBI, Ltd
	 	BMCH16684OS	 	BMO Bank of Montreal	 	Imperial Oil ltd	 	Performance	 	 	8/5/2002	 	 	 	12/31/2007	 	 	CAD	 	 	150,000	 	 	 	133,916	 
	68 CBI Eastern Anstalt
	 	EBI-PBG-0200596	 	Emirates Bank Int’l	 	Enel Power SpA	 	Performance	 	 	3/20/2002	 	 	 	7/25/2006	 	 	0	 	 	0	 	 	 	560,000	 
	68 CBI Eastern Anstalt
	 	EBI1OG06002669	 	Emirates Bank Int’l	 	Nouman Fouad Trading	 	Financial	 	 	6/18/2006	 	 	 	5/28/2007	 	 	AED	 	 	6,000,000	 	 	 	1,633,260	 
	68 CBI Eastern Anstalt
	 	EBI1OG06002754	 	Emirates Bank Int’l	 	Enoc Processing Company LLC	 	Performance	 	 	6/22/2006	 	 	 	6/27/2007	 	 	0	 	 	0	 	 	 	751,000	 
	68 CBI Eastern Anstalt
	 	EBI1OG06002905	 	Emirates Bank Int’l	 	Contracting and Trading Co. “CAT”	 	Performance	 	 	6/29/2006	 	 	 	1/24/2007	 	 	0	 	 	0	 	 	 	117,994	 
	02 CBI Foreign
	 	EBI-PFG-0200344	 	Emirates Bank Int’l	 	Saudi Aramco - Qatif	 	Performance	 	 	2/19/2002	 	 	 	7/1/2006	 	 	0	 	 	0	 	 	 	5,786,135	 
	69 Arabian CBI Ltd
	 	EBI1OG06001334	 	Emirates Bank Int’l	 	AMC Industrial Construction Company Limited	 	Advance	 	 	3/30/2006	 	 	 	2/26/2008	 	 	0	 	 	0	 	 	 	2,556,120	 
	61 CBI Constructors Pty (Australia)
	 	30068	 	HSBC	 	Paramount (WA) PTY Ltd.	 	Retention	 	 	8/15/2003	 	 	 	10/18/2006	 	 	AUD	 	 	2,598,186	 	 	 	1,896,416	 
	61 CBI Constructors Pty (Australia)
	 	40029	 	HSBC	 	Henry Walker Eltin Contracting Pty. Ltd.	 	Performance	 	 	4/2/2004	 	 	 	11/8/2006	 	 	AUD	 	 	830,710	 	 	 	606,335	 
	61 CBI Constructors Pty (Australia)
	 	40062	 	HSBC	 	Worsley Alumina Pty Ltd.	 	Performance	 	 	7/26/2004	 	 	 	10/26/2006	 	 	AUD	 	 	378,510	 	 	 	276,274	 
	61 CBI Constructors Pty (Australia)
	 	40063	 	HSBC	 	Worsley Alumina Pty. Ltd.	 	Performance	 	 	7/26/2004	 	 	 	10/26/2006	 	 	AUD	 	 	378,510	 	 	 	276,274	 
	61 CBI Constructors Pty (Australia)
	 	20095	 	HSBC	 	ANZ Bank	 	Financial	 	 	12/24/2003	 	 	 	9/30/2006	 	 	AUD	 	 	1,330,000	 	 	 	970,767	 
	61 CBI Constructors Pty (Australia)
	 	40013	 	HSBC	 	John & Susan Kupferman	 	Financial	 	 	2/19/2004	 	 	 	1/12/2008	 	 	AUD	 	 	61,500	 	 	 	44,889	 
	61 CBI Constructors Pty (Australia)
	 	40114	 	HSBC	 	Ravensthorpe Nickel Corporation	 	Performance	 	 	12/24/2004	 	 	 	12/24/2006	 	 	AUD	 	 	1,781,140	 	 	 	1,300,054	 
	61 CBI Constructors Pty (Australia)
	 	40115	 	HSBC	 	Ravensthorpe Nickel Operations	 	Performance	 	 	12/24/2004	 	 	 	12/24/2006	 	 	AUD	 	 	1,781,140	 	 	 	1,300,054	 
	61 CBI Constructors Pty (Australia)
	 	40116	 	HSBC	 	Ravensthorpe Nickel Operations	 	Advance	 	 	12/24/2004	 	 	 	12/24/2006	 	 	AUD	 	 	3,562,280	 	 	 	2,600,108	 
	61 CBI Constructors Pty (Australia)
	 	50023	 	HSBC	 	Worsley Alumina Pty Australia	 	Performance	 	 	4/5/2005	 	 	 	10/5/2006	 	 	AUD	 	 	1,500,000	 	 	 	1,094,850	 
	61 CBI Constructors Pty (Australia)
	 	50024	 	HSBC	 	Worsley Alumina Pty Australia	 	Performance	 	 	4/5/2005	 	 	 	10/28/2006	 	 	AUD	 	 	1,500,000	 	 	 	1,094,850	 
	61 CBI Constructors Pty (Australia)
	 	50046	 	HSBC	 	Ravensthorpe Nickel Operations	 	Performance	 	 	5/13/2005	 	 	 	10/13/2006	 	 	AUD	 	 	284,910	 	 	 	207,956	 
	61 CBI Constructors Pty (Australia)
	 	50047	 	HSBC	 	Ravensthorpe Nickel Operations	 	Advance	 	 	5/13/2005	 	 	 	10/13/2006	 	 	AUD	 	 	569,820	 	 	 	415,912	 
	61 CBI Constructors Pty (Australia)
	 	50048	 	HSBC	 	Ravensthorpe Nickel Operations	 	Performance	 	 	5/13/2005	 	 	 	10/13/2006	 	 	AUD	 	 	284,910	 	 	 	207,956	 
	61 CBI Constructors Pty (Australia)
	 	50054	 	HSBC	 	Water Corporation	 	Performance	 	 	5/19/2005	 	 	 	10/19/2006	 	 	AUD	 	 	159,137	 	 	 	116,154	 
	61 CBI Constructors Pty (Australia)
	 	50125	 	HSBC	 	Vopak Terminal Australia Pty Ltd.-Botany Bay	 	Performance	 	 	10/12/2005	 	 	 	12/21/2007	 	 	AUD	 	 	1,419,871	 	 	 	1,036,364	 
	61 CBI Constructors Pty (Australia)
	 	50126	 	HSBC	 	Vopak Terminal Australia Pty Ltd - Darwin	 	Performance	 	 	10/12/2005	 	 	 	9/29/2006	 	 	AUD	 	 	455,172	 	 	 	332,230	 
	61 CBI Constructors Pty (Australia)
	 	50127	 	HSBC	 	Vopak Terminal Australia Pty Ltd - Darwin	 	Performance	 	 	10/12/2005	 	 	 	9/29/2007	 	 	AUD	 	 	455,172	 	 	 	332,230	 
	61 CBI Constructors Pty (Australia)
	 	50128	 	HSBC	 	Vopak Terminal Australia Pty Ltd - Botany Bay	 	Performance	 	 	10/12/2005	 	 	 	12/21/2006	 	 	AUD	 	 	1,419,871	 	 	 	1,036,364	 
	117 Pacific Rim-Fujian Br.
	 	PEBPTH050060	 	HSBC - Australia	 	CNOOC Fujian	 	Performance	 	 	6/8/2005	 	 	 	6/8/2013	 	 	0	 	 	0	 	 	 	10,025,325	 
	117 Pacific Rim-Fujian Br.
	 	APGTH050061	 	HSBC - Australia	 	CNOOC Fujian	 	Advance	 	 	6/8/2005	 	 	 	6/8/2008	 	 	0	 	 	0	 	 	 	4,545,547	 
	117 Pacific Rim-Fujian Br.
	 	APGPTH050065	 	HSBC - Australia	 	CNOOC Fujian	 	Advance	 	 	6/8/2005	 	 	 	6/8/2008	 	 	0	 	 	0	 	 	 	2,272,774	 
	117 Pacific Rim-Fujian Br.
	 	APGPTH050066-	 	HSBC - Australia	 	CNOOC Fujian	 	Advance	 	 	6/8/2005	 	 	 	6/8/2008	 	 	0	 	 	0	 	 	 	2,272,774	 
	116 WOFE (Engg. & Construction)
	 	APGPTH050062	 	HSBC - Australia	 	CNOOC Fujian	 	Advance	 	 	6/8/2005	 	 	 	6/8/2008	 	 	CNY	 	 	2,115,001	 	 	 	264,164	 






 


 









 






Schedule 5.15(a)(ii) — LC’s Surety Bonds




CHICAGO BRIDGE & IRON COMPANY N.V.

Consolidated LC’s & Bank Guarantee’s as of June 30, 2006




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Value in	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	currency	 	 	Value in	 
	Entity	 	LC Number	 	Issued by	 	Beneficiary	 	Purpose	 	Issued	 	 	Expiry Date	 	 	Currency	 	of issue	 	 	USD	 
	116 WOFE (Engg. & Construction)
	 	APGPTH50163	 	HSBC - Australia	 	CNOOC - FUJIAN	 	Advance	 	 	12/22/2005	 	 	 	6/8/2008	 	 	CNY	 	 	1,700,794	 	 	 	212,429	 
	77 CBI ST Limited(Thailand)
	 	PEBPTH050074 / 50074	 	HSBC - Australia	 	Terminals Pty Ltd.	 	Performance	 	 	6/20/2005	 	 	 	6/29/2007	 	 	THB	 	 	3,189,962	 	 	 	82,939	 
	77 CBI ST Limited(Thailand)
	 	60068	 	HSBC - Australia	 	ABB Process Solutions & Services S.p.A	 	Advance	 	 	5/11/2006	 	 	 	6/18/2007	 	 	0	 	 	0	 	 	 	361,061	 
	77 CBI ST Limited(Thailand)
	 	60069	 	HSBC - Australia	 	ABB Process Solutions & Services S.p.A	 	Performance	 	 	5/11/2006	 	 	 	6/18/2009	 	 	0	 	 	0	 	 	 	361,061	 
	11 Pacific Rim Material Supply Company
	 	60070	 	HSBC - Australia	 	ABB Process Solutions & Servicess S.p.A	 	Advance	 	 	5/11/2006	 	 	 	12/30/2006	 	 	0	 	 	0	 	 	 	661,878	 
	11 Pacific Rim Material Supply Company
	 	60071	 	HSBC - Australia	 	ABB Processs Solutions & Services S.p.A.	 	Advance	 	 	5/11/2006	 	 	 	12/30/2006	 	 	0	 	 	0	 	 	 	165,470	 
	11 Pacific Rim Material Supply Company
	 	60072	 	HSBC - Australia	 	ABB Process Solutions & Services S.p.A	 	Performance	 	 	5/11/2006	 	 	 	6/18/2009	 	 	0	 	 	0	 	 	 	339,039	 
	505 CBI Europe BV (China)
	 	60045	 	HSBC - Australia	 	Zhejiang China	 	Bid	 	 	3/3/2006	 	 	 	9/3/2006	 	 	0	 	 	0	 	 	 	100,000	 
	505 CBI Europe BV (China)
	 	60052	 	HSBC - Australia	 	Shanghai LNG Company	 	Bid	 	 	3/24/2006	 	 	 	9/24/2006	 	 	0	 	 	0	 	 	 	200,000	 
	508 CBI Europe/Chengda Cons
	 	APGPTH050063	 	HSBC - Australia	 	CNOOC Fujian	 	Advance	 	 	6/8/2005	 	 	 	6/8/2008	 	 	0	 	 	0	 	 	 	934,229	 
	508 CBI Europe/Chengda Cons
	 	60004	 	HSBC - Australia	 	CNOOC - Fujian	 	Advance	 	 	1/11/2006	 	 	 	1/10/2008	 	 	CNY	 	 	414,207	 	 	 	51,734	 
	508 CBI Europe/Chengda Cons
	 	APGPTH50162	 	HSBC - Australia	 	CNOOC-FUJIAN	 	Advance	 	 	12/22/2005	 	 	 	6/8/2008	 	 	0	 	 	0	 	 	 	667,000	 
	509 CHENGDA
	 	APGPTH050064	 	HSBC - Australia	 	CNOOC Fujian	 	Advance	 	 	6/8/2005	 	 	 	6/8/2008	 	 	CNY	 	 	9,725,877	 	 	 	1,214,762	 
	509 CHENGDA
	 	APGPTH50161	 	HSBC - Australia	 	CNOOC-FUJIAN	 	Advance	 	 	12/22/2005	 	 	 	6/8/2008	 	 	CNY	 	 	8,810,501	 	 	 	1,100,432	 
	23 CBI Overseas, LLC
	 	REB/CCO/052296/B    / PEB SGH 051713	 	HSBC - Bank Middle East	 	Exxon Mobil Asia Pacific Pte Ltd.	 	Retention	 	 	6/23/2005	 	 	 	7/31/2006	 	 	SGD	 	 	1,780,000	 	 	 	1,114,173	 
	68 CBI Eastern Anstalt
	 	PEB/CCO/061333/B  / PEB DOH 061055	 	HSBC - Bank Middle East	 	Fluor Mideast Limited	 	Performance	 	 	4/3/2006	 	 	 	6/16/2009	 	 	0	 	 	0	 	 	 	15,398,782	 
	68 CBI Eastern Anstalt
	 	APG/CCO/510392/B	 	HSBC - Bank Middle East	 	Snamprogetti S.p.A	 	Advance/Retention	 	 	9/28/2005	 	 	 	5/4/2008	 	 	0	 	 	0	 	 	 	14,000,000	 
	68 CBI Eastern Anstalt
	 	PEB/CCO/510393/B	 	HSBC - Bank Middle East	 	Snamprogetti S.p.A.	 	Performance	 	 	9/28/2005	 	 	 	3/3/2010	 	 	0	 	 	0	 	 	 	14,000,000	 
	68 CBI Eastern Anstalt
	 	GTE/CCO/520451/B	 	HSBC - Bank Middle East	 	Snamprogetti S.p.A.	 	Performance	 	 	12/12/2005	 	 	 	7/12/2006	 	 	0	 	 	0	 	 	 	32,061	 
	68 CBI Eastern Anstalt
	 	GTE/CCO/066945/B	 	HSBC - Bank Middle East	 	Snamprogetti SPA	 	Performance	 	 	4/6/2006	 	 	 	9/30/2006	 	 	0	 	 	0	 	 	 	804,193	 
	68 CBI Eastern Anstalt
	 	GTE/CCO/065696/B	 	HSBC - Bank Middle East	 	Snamprogetti S.P.A	 	Performance	 	 	2/14/2006	 	 	 	7/31/2006	 	 	0	 	 	0	 	 	 	4,630,125	 
	68 CBI Eastern Anstalt
	 	PEB/CCO/037573/B	 	HSBC - Bank Middle East	 	Chiyoda Snamprogetti & Co W.L.L.	 	Performance	 	 	8/24/2003	 	 	 	9/19/2007	 	 	0	 	 	0	 	 	 	4,835,312	 
	68 CBI Eastern Anstalt
	 	PEB/CCO/047267/B	 	HSBC - Bank Middle East	 	Chiyoda Snamprogetti & Co W.L.L.	 	Performance	 	 	6/29/2004	 	 	 	5/30/2008	 	 	0	 	 	0	 	 	 	4,410,312	 
	68 CBI Eastern Anstalt
	 	PEB/CCO/055418/B	 	HSBC - Bank Middle East	 	Chiyoda Snamprogetti & Co. W.L.L.	 	Performance	 	 	1/25/2005	 	 	 	6/30/2006	 	 	0	 	 	0	 	 	 	80,000	 
	68 CBI Eastern Anstalt
	 	PEB/CCO/055419/B	 	HSBC - Bank Middle East	 	Chiyoda Snamprogetti & Co. W.L.L.	 	Performance	 	 	1/25/2005	 	 	 	10/31/2006	 	 	0	 	 	0	 	 	 	19,500	 
	68 CBI Eastern Anstalt
	 	PEB/CCO/057325/B	 	HSBC - Bank Middle East	 	Arabian Bemco Contracting Co. Ltd.	 	Performance	 	 	5/5/2005	 	 	 	6/30/2007	 	 	0	 	 	0	 	 	 	76,250	 
	68 CBI Eastern Anstalt
	 	PEB/CCO/053673/B	 	HSBC - Bank Middle East	 	SNC-Lavalin Gulf Contractors	 	Performance	 	 	8/10/2005	 	 	 	7/10/2006	 	 	0	 	 	0	 	 	 	146,600	 
	68 CBI Eastern Anstalt
	 	PEB/CCO/044089/B / PEB DOH 042531	 	HSBC - Bank Middle East	 	Qatar Fuel (WOQOD)	 	Performance	 	 	11/24/2004	 	 	 	12/31/2006	 	 	QAR	 	 	775,000	 	 	 	212,234	 
	68 CBI Eastern Anstalt
	 	GTE/CCO/066195/B	 	HSBC - Bank Middle East	 	Snamprogetti S.P.A	 	Performance	 	 	3/8/2006	 	 	 	8/31/2006	 	 	0	 	 	0	 	 	 	3,000,364	 
	68 CBI Eastern Anstalt
	 	APG/CCO/057459/B	 	HSBC - Bank Middle East	 	SNC Lavalin Gulf Contractors	 	Advance	 	 	5/14/2005	 	 	 	7/14/2006	 	 	0	 	 	0	 	 	 	146,600	 
	68 CBI Eastern Anstalt
	 	GTE/CCO/065695/B	 	HSBC - Bank Middle East	 	Snamprogetti S.P.A	 	Performance	 	 	2/14/2006	 	 	 	7/31/2006	 	 	0	 	 	0	 	 	 	2,765,251	 
	101 CBI Company & Co. LLC
	 	PEB/CCO/038279/B	 	HSBC - Bank Middle East	 	JGC Corporation	 	Performance	 	 	10/23/2003	 	 	 	7/1/2006	 	 	0	 	 	0	 	 	 	867,435	 
	101 CBI Company & Co. LLC
	 	APG/CCO/053010/G /  APG BAF 050034	 	HSBC - Bank Middle East	 	Oman Proman Contracting and Trading LLC	 	Advance	 	 	6/28/2005	 	 	 	12/31/2007	 	 	0	 	 	0	 	 	 	1,000,000	 
	12 Arabian Gulf Material Supply Company
	 	APG/CCO/052670/B  /  2015	 	HSBC - Bank Middle East	 	Proman GmbH	 	Advance	 	 	6/24/2005	 	 	 	1/20/2007	 	 	0	 	 	0	 	 	 	970,000	 
	68 CBI Eastern Anstalt
	 	PEB/CCO/510045/B	 	HSBC - Bank Middle East	 	Chiyoda Snamprogetti & Co W.L.L.	 	Performance	 	 	9/13/2005	 	 	 	12/26/2007	 	 	0	 	 	0	 	 	 	41,000	 
	68 CBI Eastern Anstalt
	 	GTE/CCO/066946/B	 	HSBC - Bank Middle East	 	Snamprogetti SPA	 	Performance	 	 	4/6/2006	 	 	 	9/30/2006	 	 	0	 	 	0	 	 	 	3,713,719	 
	69 Arabian CBI Ltd
	 	PEB/CCO/059289/B	 	HSBC - Bank Middle East	 	JGC Arabia Limited	 	Performance	 	 	8/8/2005	 	 	 	8/8/2006	 	 	SAR	 	 	6,476,250	 	 	 	1,726,698	 
	69 Arabian CBI Ltd
	 	APG/CCO/059288/B	 	HSBC - Bank Middle East	 	JGC Arabia Limited	 	Advance	 	 	8/8/2005	 	 	 	8/8/2006	 	 	SAR	 	 	2,276,250	 	 	 	606,894	 
	69 Arabian CBI Ltd
	 	GTE/CCO/510450/B	 	HSBC - Bank Middle East	 	JGC Arabia Limited	 	Advance	 	 	10/1/2005	 	 	 	10/1/2006	 	 	SAR	 	 	14,700,000	 	 	 	3,919,314	 
	72 Oasis Supply Company Anstalt
	 	PEB/CCO/059290/B	 	HSBC - Bank Middle East	 	JGC Corporation	 	Performance	 	 	8/6/2005	 	 	 	8/6/2006	 	 	0	 	 	0	 	 	 	100,000	 
	72 Oasis Supply Company Anstalt
	 	GTE/CCO/511052/B	 	HSBC - Bank Middle East	 	JGC Corporation	 	Advance	 	 	11/1/2005	 	 	 	11/1/2006	 	 	0	 	 	0	 	 	 	350,000	 
	72 Oasis Supply Company Anstalt
	 	GTE/CCO/512138/B	 	HSBC - Bank Middle East	 	JGC Corporation	 	Advance	 	 	1/3/2006	 	 	 	1/3/2007	 	 	0	 	 	0	 	 	 	100,000	 
	69 Arabian CBI Ltd
	 	GTE/CCO/512137/B	 	HSBC - Bank Middle East	 	JGC Arabia Limited	 	Advance	 	 	1/3/2006	 	 	 	1/3/2007	 	 	SAR	 	 	4,200,000	 	 	 	1,119,804	 
	68 CBI Eastern Anstalt
	 	LG2002382	 	Lloyds TSB Bank	 	Technip Italy S.p.A.	 	Performance	 	 	7/29/2002	 	 	 	12/31/2006	 	 	0	 	 	0	 	 	 	1,199,643	 
	68 CBI Eastern Anstalt
	 	G027961	 	Mashreq Bank	 	Eastern Bechtel Co. Ltd.	 	Performance	 	 	4/28/2002	 	 	 	3/28/2007	 	 	0	 	 	0	 	 	 	22,577	 
	68 CBI Eastern Anstalt
	 	G027962	 	Mashreq Bank	 	Eastern Bechtel Co. Ltd.	 	Retention	 	 	4/28/2002	 	 	 	3/28/2007	 	 	0	 	 	0	 	 	 	22,577	 
	68 CBI Eastern Anstalt
	 	G032738	 	Mashreq Bank	 	Ministry of Labor & Social Affairs	 	Labor Guarantee	 	 	2/3/2003	 	 	 	2/2/2007	 	 	AED	 	 	135,000	 	 	 	36,748	 
	68 CBI Eastern Anstalt
	 	G030505	 	Mashreq Bank	 	Ministry of Labor	 	Labor Guarantee	 	 	9/11/2002	 	 	 	9/10/2006	 	 	AED	 	 	15,000	 	 	 	4,083	 
	68 CBI Eastern Anstalt
	 	G031219	 	Mashreq Bank	 	Ministry of Labor	 	Labor Guarantee	 	 	10/21/2002	 	 	 	10/21/2006	 	 	AED	 	 	18,000	 	 	 	4,900	 
	68 CBI Eastern Anstalt
	 	G031797	 	Mashreq Bank	 	Ministry of Labor	 	Labor Guarantee	 	 	12/1/2002	 	 	 	11/29/2006	 	 	AED	 	 	51,000	 	 	 	13,883	 
	68 CBI Eastern Anstalt
	 	G032192	 	Mashreq Bank	 	Ministry of Labor	 	Labor Guarantee	 	 	12/30/2002	 	 	 	12/28/2006	 	 	AED	 	 	51,000	 	 	 	13,883	 
	68 CBI Eastern Anstalt
	 	G034082	 	Mashreq Bank	 	Ministry of Labor and Social Affairs	 	Labor Guarantee	 	 	4/22/2003	 	 	 	4/20/2007	 	 	AED	 	 	93,000	 	 	 	25,316	 
	68 CBI Eastern Anstalt
	 	G033317	 	Mashreq Bank	 	Ministry of Labor & Social Affairs - Labor Sector	 	Labor Guarantee	 	 	3/10/2003	 	 	 	3/9/2007	 	 	AED	 	 	9,000	 	 	 	2,450	 






 


 









 






Schedule 5.15(a)(ii) — LC’s Surety Bonds




CHICAGO BRIDGE & IRON COMPANY N.V.

Consolidated LC’s & Bank Guarantee’s as of June 30, 2006




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Value in	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	currency	 	 	Value in	 
	Entity	 	LC Number	 	Issued by	 	Beneficiary	 	Purpose	 	Issued	 	 	Expiry Date	 	 	Currency	 	of issue	 	 	USD	 
	68 CBI Eastern Anstalt
	 	G033588	 	Mashreq Bank	 	Ministry of Labor and Social Affairs	 	Labor Guarantee	 	 	3/25/2003	 	 	 	3/24/2007	 	 	AED	 	 	81,000	 	 	 	22,049	 
	68 CBI Eastern Anstalt
	 	G041536	 	Mashreq Bank	 	Ministry of Labor and Social Affair	 	Labor Guarantee	 	 	8/8/2004	 	 	 	10/7/2006	 	 	AED	 	 	42,000	 	 	 	11,433	 
	68 CBI Eastern Anstalt
	 	G041830	 	Mashreq Bank	 	Ministry of Labor and Social Affair	 	Labor Guarantee	 	 	8/23/2004	 	 	 	10/22/2006	 	 	AED	 	 	3,000	 	 	 	817	 
	68 CBI Eastern Anstalt
	 	G041943000	 	Mashreq Bank	 	Ministry of Labor and Social Affair	 	Labor Guarantee	 	 	8/29/2004	 	 	 	10/28/2006	 	 	AED	 	 	3,000	 	 	 	817	 
	68 CBI Eastern Anstalt
	 	G042249000	 	Mashreq Bank	 	Ministry of Labor and Social Affair	 	Labor Guarantee	 	 	9/15/2004	 	 	 	10/14/2006	 	 	AED	 	 	3,000	 	 	 	817	 
	68 CBI Eastern Anstalt
	 	G033066	 	Mashreq Bank	 	Ministry of Labor and Social Affairs	 	Labor Guarantee	 	 	2/24/2003	 	 	 	2/23/2007	 	 	AED	 	 	24,000	 	 	 	6,533	 
	68 CBI Eastern Anstalt
	 	G034167	 	Mashreq Bank	 	Ministry of Labor and Social Affairs	 	Labor Guarantee	 	 	4/27/2003	 	 	 	4/26/2007	 	 	AED	 	 	3,000	 	 	 	817	 
	68 CBI Eastern Anstalt
	 	G044076	 	Mashreq Bank	 	Ministry of Labor and Social Affairs	 	Labor Guarantee	 	 	1/6/2005	 	 	 	2/5/2007	 	 	AED	 	 	3,000	 	 	 	817	 
	68 CBI Eastern Anstalt
	 	G044192	 	Mashreq Bank	 	Ministry of Labor and Social Affairs	 	Labor Guarantee	 	 	1/15/2005	 	 	 	1/14/2007	 	 	AED	 	 	3,000	 	 	 	817	 
	68 CBI Eastern Anstalt
	 	G044292	 	Mashreq Bank	 	Ministry of Labor and Social Affairs	 	Labor Guarantee	 	 	1/18/2005	 	 	 	1/17/2007	 	 	AED	 	 	3,000	 	 	 	817	 
	68 CBI Eastern Anstalt
	 	G044485	 	Mashreq Bank	 	Ministry of Labor and Social Affairs	 	Labor Guarantee	 	 	2/1/2005	 	 	 	1/31/2007	 	 	AED	 	 	3,000	 	 	 	817	 
	68 CBI Eastern Anstalt
	 	G044693	 	Mashreq Bank	 	Ministry of Labor and Social Affairs	 	Labor Guarantee	 	 	2/13/2005	 	 	 	2/12/2007	 	 	AED	 	 	3,000	 	 	 	817	 
	68 CBI Eastern Anstalt
	 	G046934	 	Mashreq Bank	 	Ministry of Labor and Social Affairs-Labor Secto	 	Labor Guarantee	 	 	6/12/2005	 	 	 	6/11/2007	 	 	AED	 	 	3,000	 	 	 	817	 
	68 CBI Eastern Anstalt
	 	G047122	 	Mashreq Bank	 	Ministry of Labor and Social Affair	 	Labor Guarantee	 	 	6/25/2005	 	 	 	7/24/2007	 	 	AED	 	 	3,000	 	 	 	817	 
	68 CBI Eastern Anstalt
	 	G047228	 	Mashreq Bank	 	Ministry of Labor and Social Affairs	 	Labor Guarantee	 	 	6/28/2005	 	 	 	6/27/2007	 	 	AED	 	 	3,000	 	 	 	817	 
	68 CBI Eastern Anstalt
	 	G047498	 	Mashreq Bank	 	Ministry of Labor and Social Affairs	 	Labor Guarantee	 	 	7/11/2005	 	 	 	7/10/2007	 	 	AED	 	 	3,000	 	 	 	817	 
	68 CBI Eastern Anstalt
	 	G047848	 	Mashreq Bank	 	Ministry of Labor and Social Affairs-Labor Sector	 	Labor Guarantee	 	 	8/2/2005	 	 	 	8/1/2007	 	 	AED	 	 	3,000	 	 	 	817	 
	68 CBI Eastern Anstalt
	 	G047973	 	Mashreq Bank	 	Ministry of Labor and Social Affairs	 	Labor Guarantee	 	 	8/11/2005	 	 	 	8/10/2007	 	 	AED	 	 	3,000	 	 	 	817	 
	68 CBI Eastern Anstalt
	 	G048182	 	Mashreq Bank	 	Ministry of Labor and Social Affair - Labor Secto	 	Labor Guarantee	 	 	8/23/2005	 	 	 	10/22/2006	 	 	AED	 	 	3,000	 	 	 	817	 
	68 CBI Eastern Anstalt
	 	G048313	 	Mashreq Bank	 	Ministry of Labor and Social Affairs	 	Labor Guarantee	 	 	8/30/2005	 	 	 	10/29/2006	 	 	AED	 	 	3,000	 	 	 	817	 
	68 CBI Eastern Anstalt
	 	G048417	 	Mashreq Bank	 	Ministry of Labor and Social Affairs	 	Labor Guarantee	 	 	9/7/2005	 	 	 	10/6/2006	 	 	AED	 	 	3,000	 	 	 	817	 
	68 CBI Eastern Anstalt
	 	G048567	 	Mashreq Bank	 	Ministry of Labor and Social Affairs	 	Labor Guarantee	 	 	9/14/2005	 	 	 	10/13/2006	 	 	AED	 	 	3,000	 	 	 	817	 
	68 CBI Eastern Anstalt
	 	G048832	 	Mashreq Bank	 	Ministry of Labor and Social Affairs	 	Labor Guarantee	 	 	9/29/2005	 	 	 	10/28/2006	 	 	AED	 	 	3,000	 	 	 	817	 
	68 CBI Eastern Anstalt
	 	G048838	 	Mashreq Bank	 	Ministry of Economy and Planning	 	Labor Guarantee	 	 	10/1/2005	 	 	 	10/30/2007	 	 	AED	 	 	50,000	 	 	 	13,611	 
	68 CBI Eastern Anstalt
	 	G048837	 	Mashreq Bank	 	Ministry of Economy and Plannning	 	Labor Guarantee	 	 	10/1/2005	 	 	 	10/30/2007	 	 	AED	 	 	50,000	 	 	 	13,611	 
	68 CBI Eastern Anstalt
	 	G042480	 	Mashreq Bank	 	Ministry of Labor and Social Affair	 	Labor Guarantee	 	 	9/27/2004	 	 	 	9/26/2007	 	 	AED	 	 	3,000	 	 	 	817	 
	68 CBI Eastern Anstalt
	 	G042598	 	Mashreq Bank	 	Ministry of Labor and Social Affair	 	Labor Guarantee	 	 	10/4/2004	 	 	 	10/3/2007	 	 	AED	 	 	3,000	 	 	 	817	 
	68 CBI Eastern Anstalt
	 	G042845	 	Mashreq Bank	 	Ministry of Labor and Social Affair	 	Labor Guarantee	 	 	10/19/2004	 	 	 	10/18/2006	 	 	AED	 	 	6,000	 	 	 	1,633	 
	68 CBI Eastern Anstalt
	 	G042846	 	Mashreq Bank	 	Ministry of Labor and Social Affair	 	Labor Guarantee	 	 	10/19/2004	 	 	 	10/18/2006	 	 	AED	 	 	6,000	 	 	 	1,633	 
	68 CBI Eastern Anstalt
	 	G042975	 	Mashreq Bank	 	Contrack International Inc.	 	Performance	 	 	10/26/2004	 	 	 	9/1/2006	 	 	0	 	 	0	 	 	 	218,300	 
	68 CBI Eastern Anstalt
	 	G045098	 	Mashreq Bank	 	Ministry of Labor and Social Affairs	 	Labor Guarantee	 	 	3/9/2005	 	 	 	3/8/2007	 	 	AED	 	 	3,000	 	 	 	817	 
	68 CBI Eastern Anstalt
	 	G049068	 	Mashreq Bank	 	Ministry of Labor and Social Affairs	 	Labor Guarantee	 	 	10/15/2005	 	 	 	10/14/2006	 	 	AED	 	 	3,000	 	 	 	817	 
	68 CBI Eastern Anstalt
	 	G048947	 	Mashreq Bank	 	Ministry of Labor and Social Affairs	 	Labor Guarantee	 	 	10/6/2005	 	 	 	10/5/2006	 	 	AED	 	 	3,000	 	 	 	817	 
	68 CBI Eastern Anstalt
	 	G049113	 	Mashreq Bank	 	Contrack International Inc.	 	Warranty	 	 	10/18/2005	 	 	 	10/30/2006	 	 	0	 	 	0	 	 	 	109,150	 
	68 CBI Eastern Anstalt
	 	G049815	 	Mashreq Bank	 	Ministry of Labor & Social Affairs - Labor Secto	 	Labor Guarantee	 	 	11/24/2005	 	 	 	11/23/2006	 	 	AED	 	 	3,000	 	 	 	817	 
	68 CBI Eastern Anstalt
	 	G050130	 	Mashreq Bank	 	Ministry of Labor and Social Affairs Labor Sector	 	Labor Guarantee	 	 	12/12/2005	 	 	 	12/11/2006	 	 	AED	 	 	3,000	 	 	 	817	 
	68 CBI Eastern Anstalt
	 	G049951	 	Mashreq Bank	 	Ministry of Labor and Social Affairs	 	Labor Guarantee	 	 	12/4/2005	 	 	 	12/3/2006	 	 	AED	 	 	3,000	 	 	 	817	 
	68 CBI Eastern Anstalt
	 	G049952	 	Mashreq Bank	 	Ministry of Labor and Social Affairs	 	Labor Guarantee	 	 	12/4/2005	 	 	 	12/3/2006	 	 	AED	 	 	3,000	 	 	 	817	 
	68 CBI Eastern Anstalt
	 	G050332	 	Mashreq Bank	 	Ministry of Labor and Social Affairs	 	Labor Guarantee	 	 	12/22/2005	 	 	 	12/21/2006	 	 	AED	 	 	3,000	 	 	 	817	 
	68 CBI Eastern Anstalt
	 	G050450	 	Mashreq Bank	 	Abu Dhabi National Oil Company for Distribution	 	Warranty	 	 	12/28/2005	 	 	 	12/31/2006	 	 	AED	 	 	500,000	 	 	 	136,105	 
	68 CBI Eastern Anstalt
	 	G051289	 	Mashreq Bank	 	Ministry of Labor & Social Affairs - Abu Dhabi	 	Labor Guarantee	 	 	2/21/2006	 	 	 	2/20/2007	 	 	AED	 	 	3,000	 	 	 	817	 
	68 CBI Eastern Anstalt
	 	G051524	 	Mashreq Bank	 	Ministry of Labor & Social Affairs	 	Labor Guarantee	 	 	3/2/2006	 	 	 	3/1/2007	 	 	AED	 	 	105,000	 	 	 	28,582	 
	68 CBI Eastern Anstalt
	 	G052435	 	Mashreq Bank	 	Abu Dhabi National Oil Company	 	Financial	 	 	4/19/2006	 	 	 	4/18/2007	 	 	AED	 	 	30,000	 	 	 	8,166	 
	68 CBI Eastern Anstalt
	 	G052190	 	Mashreq Bank	 	Ministry of Labor and Social Affairs	 	Labor Guarantee	 	 	4/4/2006	 	 	 	4/3/2007	 	 	AED	 	 	15,000	 	 	 	4,083	 
	68 CBI Eastern Anstalt
	 	G052203	 	Mashreq Bank	 	Ministry of Labor and Social Affairs	 	Labor Guarantee	 	 	4/5/2006	 	 	 	4/4/2007	 	 	AED	 	 	3,000	 	 	 	817	 
	68 CBI Eastern Anstalt
	 	G052409	 	Mashreq Bank	 	Ministry of Labor and Social Affairs	 	Labor Guarantee	 	 	4/19/2006	 	 	 	4/18/2007	 	 	AED	 	 	15,000	 	 	 	4,083	 
	68 CBI Eastern Anstalt
	 	G052474	 	Mashreq Bank	 	Ministry of Labor and Social Affairs	 	Labor Guarantee	 	 	4/23/2006	 	 	 	4/22/2007	 	 	AED	 	 	102,000	 	 	 	27,765	 
	68 CBI Eastern Anstalt
	 	G052618	 	Mashreq Bank	 	Ministry of Labor and Social Affairs	 	Labor Guarantee	 	 	4/30/2006	 	 	 	4/29/2007	 	 	AED	 	 	192,000	 	 	 	52,264	 
	68 CBI Eastern Anstalt
	 	G052652	 	Mashreq Bank	 	Ministry of Labor & Social Affairs - Abu Dhabi	 	Labor Guarantee	 	 	5/1/2006	 	 	 	4/30/2007	 	 	AED	 	 	96,000	 	 	 	26,132	 
	68 CBI Eastern Anstalt
	 	G052754	 	Mashreq Bank	 	Abu Dhabi National Oil Company for Distribution	 	Financial	 	 	5/3/2006	 	 	 	5/2/2007	 	 	AED	 	 	160,000	 	 	 	43,554	 
	68 CBI Eastern Anstalt
	 	G052798	 	Mashreq Bank	 	Bemco Contracting Company Qatar (WLL)	 	Advance	 	 	5/8/2006	 	 	 	3/15/2007	 	 	0	 	 	0	 	 	 	342,800	 
	68 CBI Eastern Anstalt
	 	G052946	 	Mashreq Bank	 	Ministry of Labor & Social Affairs	 	Labor Guarantee	 	 	5/15/2006	 	 	 	5/14/2007	 	 	AED	 	 	114,000	 	 	 	31,032	 
	68 CBI Eastern Anstalt
	 	G052967	 	Mashreq Bank	 	Ministry of Labor & Social Affairs	 	Labor Guarantee	 	 	5/15/2006	 	 	 	5/14/2007	 	 	AED	 	 	9,000	 	 	 	2,450	 






 


 









 






Schedule 5.15(a)(ii) — LC’s Surety Bonds




CHICAGO BRIDGE & IRON COMPANY N.V.

Consolidated LC’s & Bank Guarantee’s as of June 30, 2006




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Value in	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	currency	 	 	Value in	 
	Entity	 	LC Number	 	Issued by	 	Beneficiary	 	Purpose	 	Issued	 	 	Expiry Date	 	 	Currency	 	of issue	 	 	USD	 
	68 CBI Eastern Anstalt
	 	G052990	 	Mashreq Bank	 	Ministry of Labor & Social Affairs	 	Labor Guarantee	 	 	5/15/2006	 	 	 	5/14/2007	 	 	AED	 	 	9,000	 	 	 	2,450	 
	68 CBI Eastern Anstalt
	 	G053160	 	Mashreq Bank	 	Ministry of Labor & Social Affairs - Abu Dhabi	 	Labor Guarantee	 	 	5/25/2006	 	 	 	5/24/2007	 	 	AED	 	 	165,000	 	 	 	44,915	 
	68 CBI Eastern Anstalt
	 	G052951	 	Mashreq Bank	 	Bemco Contracting Company Qatar (WLL)	 	Performance	 	 	5/14/2006	 	 	 	3/15/2007	 	 	0	 	 	0	 	 	 	85,700	 
	68 CBI Eastern Anstalt
	 	G053316	 	Mashreq Bank	 	Ministry of Labor and Social Affairs	 	Labor Guarantee	 	 	6/3/2006	 	 	 	6/2/2007	 	 	AED	 	 	9,000	 	 	 	2,450	 
	68 CBI Eastern Anstalt
	 	G053537	 	Mashreq Bank	 	Ministry of Labor and Social Affairs	 	Labor Guarantee	 	 	6/14/2006	 	 	 	6/13/2007	 	 	AED	 	 	30,000	 	 	 	8,166	 
	68 CBI Eastern Anstalt
	 	G053539	 	Mashreq Bank	 	Jebel Ali Free Zone Authority	 	Labor Guarantee	 	 	6/14/2006	 	 	 	6/13/2007	 	 	AED	 	 	75,000	 	 	 	20,416	 
	68 CBI Eastern Anstalt
	 	G053542	 	Mashreq Bank	 	Nouman Fouad Trading	 	Financial	 	 	6/14/2006	 	 	 	4/30/2007	 	 	AED	 	 	640,000	 	 	 	174,214	 
	68 CBI Eastern Anstalt
	 	G053611	 	Mashreq Bank	 	Ministry of Labor and Social Affairs	 	Labor Guarantee	 	 	6/18/2006	 	 	 	6/17/2007	 	 	AED	 	 	24,000	 	 	 	6,533	 
	68 CBI Eastern Anstalt
	 	G050558	 	Mashreq Bank	 	Jebel Ali Free Zone Authority	 	Labor Guarantee	 	 	1/12/2006	 	 	 	1/11/2007	 	 	AED	 	 	50,000	 	 	 	13,611	 
	68 CBI Eastern Anstalt
	 	G050518	 	Mashreq Bank	 	ENOC - Emirates National Oil Company	 	Advance	 	 	1/4/2006	 	 	 	6/27/2007	 	 	0	 	 	0	 	 	 	1,126,500	 
	68 CBI Eastern Anstalt
	 	G050929	 	Mashreq Bank	 	Ministry of Labor & Social Affairs	 	Labor Guarantee	 	 	1/31/2006	 	 	 	1/30/2007	 	 	AED	 	 	3,000	 	 	 	817	 
	68 CBI Eastern Anstalt
	 	G050944	 	Mashreq Bank	 	Ministry of Labor & Social Affairs	 	Labor Guarantee	 	 	2/2/2006	 	 	 	2/1/2007	 	 	AED	 	 	3,000	 	 	 	817	 
	68 CBI Eastern Anstalt
	 	G051108	 	Mashreq Bank	 	Ministry of Labor & Social Affairs-Abu Dhabi	 	Labor Guarantee	 	 	2/12/2006	 	 	 	2/11/2007	 	 	AED	 	 	51,000	 	 	 	13,883	 
	68 CBI Eastern Anstalt
	 	G051180	 	Mashreq Bank	 	Ministry of Labor & Social Affairs	 	Labor Guarantee	 	 	2/15/2006	 	 	 	2/14/2007	 	 	AED	 	 	6,000	 	 	 	1,633	 
	101 CBI Company & Co. LLC
	 	G050942	 	Mashreq Bank	 	Mitsubishi Heavy Industries Fertiliser Project	 	Performance	 	 	2/6/2006	 	 	 	5/31/2009	 	 	0	 	 	0	 	 	 	53,000	 
	101 CBI Company & Co. LLC
	 	G050941	 	Mashreq Bank	 	Mitsubishi Heavy Industries Fertiliser Project	 	Advance	 	 	2/6/2006	 	 	 	5/31/2007	 	 	0	 	 	0	 	 	 	106,000	 
	12 Arabian Gulf Material Supply Company
	 	G050953	 	Mashreq Bank	 	Mitsubishi Heavy Industries, Ltd.	 	Advance	 	 	2/6/2006	 	 	 	5/31/2007	 	 	0	 	 	0	 	 	 	1,116,000	 
	12 Arabian Gulf Material Supply Company
	 	G050954	 	Mashreq Bank	 	Mitsubishi Heavy Industries, Ltd.	 	Performance	 	 	2/6/2006	 	 	 	5/31/2009	 	 	0	 	 	0	 	 	 	372,000	 
	72 Oasis Supply Company Anstalt
	 	G033061	 	Mashreq Bank	 	Chiyoda Corporation	 	Performance	 	 	2/24/2003	 	 	 	7/31/2006	 	 	0	 	 	0	 	 	 	157,569	 
	28 Howe Baker Eastern Ltd.
	 	G047113	 	Mashreq Bank	 	Ministry of Economy and Planning	 	Labor Guarantee	 	 	6/23/2005	 	 	 	6/22/2007	 	 	AED	 	 	50,000	 	 	 	13,611	 
	68 CBI Eastern Anstalt
	 	DB/LG(F)06-00187	 	National Bank of Abu Dhabi	 	Eastern Bechtel Co., Ltd	 	Performance	 	 	3/6/2006	 	 	 	12/31/2008	 	 	0	 	 	0	 	 	 	1,022,200	 
	68 CBI Eastern Anstalt
	 	DB/LG(F)06-00188	 	National Bank of Abu Dhabi	 	Eastern Bechtel Co., Ltd	 	Advance	 	 	3/6/2006	 	 	 	10/6/2009	 	 	0	 	 	0	 	 	 	2,044,400	 
	68 CBI Eastern Anstalt
	 	20060808173	 	National Bank of Kuwait	 	Kuwait Paraxylene Production Company	 	Bid	 	 	6/18/2006	 	 	 	9/18/2006	 	 	0	 	 	0	 	 	 	450,000	 
	117 Pacific Rim-Fujian Br.
	 	10847 AA 000022	 	Nationale Borg	 	Emmanuel Cotessat-Societe D’Advocats	 	Tax guarantee	 	 	11/16/2005	 	 	 	11/16/2006	 	 	EUR	 	 	50,000	 	 	 	62,746	 
	58 CB & I (UK)
	 	10847 AA 23	 	Nationale Borg	 	BG International Limited	 	Performance	 	 	6/9/2006	 	 	 	12/30/2007	 	 	GBP	 	 	180,200	 	 	 	327,234	 
	50 CBI Europe BV
	 	10847 AA 0013	 	Nationale Borg	 	Kantoren Fonds Nederland B.V.	 	Financial	 	 	4/10/2002	 	 	 	4/1/2007	 	 	EUR	 	 	27,663	 	 	 	34,715	 
	583 CB & I (UK)
	 	G838	 	Qatar National Bank	 	South Hook LNG Terminal Company Limited	 	Performance	 	 	1/14/2005	 	 	 	4/30/2010	 	 	GBP	 	 	16,795,950	 	 	 	30,500,605	 
	583 CB & I (UK)
	 	G832	 	Qatar National Bank	 	South Hook LNG Terminal Company Limited	 	Performance	 	 	11/1/2004	 	 	 	7/31/2009	 	 	GBP	 	 	40,936,750	 	 	 	74,339,091	 
	69 Arabian CBI Ltd
	 	3000363173	 	Saudi American Bank	 	Saudi Binladin	 	Warranty	 	 	11/28/1996	 	 	 	12/31/2006	 	 	0	 	 	0	 	 	 	82,734	 
	69 Arabian CBI Ltd
	 	3000366483	 	Saudi American Bank	 	Chiyoda	 	Performance	 	 	3/10/2003	 	 	 	7/31/2006	 	 	0	 	 	0	 	 	 	187,466	 
	69 Arabian CBI Ltd
	 	3000367213	 	Saudi American Bank	 	Jubail United Petrochemical Co.	 	Performance	 	 	8/2/2004	 	 	 	8/31/2006	 	 	SAR	 	 	776,095	 	 	 	206,922	 
	69 Arabian CBI Ltd
	 	3000367159	 	Saudi American Bank	 	MMG	 	Performance	 	 	6/28/2004	 	 	 	3/31/2007	 	 	SAR	 	 	1,092,469	 	 	 	291,274	 
	69 Arabian CBI Ltd
	 	3000367170	 	Saudi American Bank	 	Chiyoda	 	Retention	 	 	7/7/2004	 	 	 	8/8/2006	 	 	0	 	 	0	 	 	 	374,932	 
	69 Arabian CBI Ltd
	 	3000367180	 	Saudi American Bank	 	Snamprogetti	 	Retention	 	 	7/11/2004	 	 	 	7/1/2006	 	 	SAR	 	 	434,518	 	 	 	115,851	 
	69 Arabian CBI Ltd
	 	3000366879	 	Saudi American Bank	 	Jubail United Petrochemical Co,	 	Retention	 	 	1/18/2004	 	 	 	10/31/2006	 	 	SAR	 	 	2,794,014	 	 	 	744,940	 
	69 Arabian CBI Ltd
	 	3000366947	 	Saudi American Bank	 	Jubail United Petrochemical Co,	 	Performance	 	 	1/25/2004	 	 	 	10/31/2006	 	 	SAR	 	 	1,921,500	 	 	 	512,310	 
	69 Arabian CBI Ltd
	 	3000366933	 	Saudi American Bank	 	Jubail United Petrochemical Co,	 	Performance	 	 	1/18/2004	 	 	 	10/31/2006	 	 	SAR	 	 	308,500	 	 	 	82,252	 
	69 Arabian CBI Ltd
	 	3000366934	 	Saudi American Bank	 	Jubail United Petrochemical Co,	 	Retention	 	 	1/18/2004	 	 	 	10/31/2006	 	 	SAR	 	 	308,500	 	 	 	82,252	 
	69 Arabian CBI Ltd
	 	3000367517	 	Saudi American Bank	 	CAT	 	Performance	 	 	2/26/2005	 	 	 	3/9/2007	 	 	0	 	 	0	 	 	 	520,000	 
	69 Arabian CBI Ltd
	 	3000367598	 	Saudi American Bank	 	Jubail Chevron Phillips Co.	 	Performance	 	 	4/12/2005	 	 	 	2/5/2008	 	 	0	 	 	0	 	 	 	1,181,200	 
	69 Arabian CBI Ltd
	 	3000367604	 	Saudi American Bank	 	Saudi Chevron Petrochemical Co.	 	Performance	 	 	4/12/2005	 	 	 	1/21/2009	 	 	0	 	 	0	 	 	 	146,960	 
	69 Arabian CBI Ltd
	 	3000367596	 	Saudi American Bank	 	Snamprogetti	 	Retention	 	 	4/10/2005	 	 	 	12/15/2006	 	 	0	 	 	0	 	 	 	628,657	 
	69 Arabian CBI Ltd
	 	3000367902	 	Saudi American Bank	 	Sharq	 	Performance	 	 	8/10/2005	 	 	 	11/30/2007	 	 	0	 	 	0	 	 	 	5,674,338	 
	69 Arabian CBI Ltd
	 	3000367976	 	Saudi American Bank	 	Sharq	 	Retention	 	 	9/12/2005	 	 	 	11/16/2007	 	 	0	 	 	0	 	 	 	2,826,228	 
	69 Arabian CBI Ltd
	 	3000368022	 	Saudi American Bank	 	Samsung	 	Performance	 	 	10/4/2005	 	 	 	2/17/2007	 	 	0	 	 	0	 	 	 	215,000	 
	69 Arabian CBI Ltd
	 	3000368033	 	Saudi American Bank	 	Samsung	 	Advance	 	 	10/9/2005	 	 	 	2/17/2007	 	 	0	 	 	0	 	 	 	430,000	 
	69 Arabian CBI Ltd
	 	3000368052	 	Saudi American Bank	 	Saudi Archirodon	 	Advance	 	 	10/23/2005	 	 	 	4/30/2007	 	 	SAR	 	 	2,019,915	 	 	 	538,550	 
	69 Arabian CBI Ltd
	 	3000368053	 	Saudi American Bank	 	Saudi Archirodon	 	Performance	 	 	10/23/2005	 	 	 	4/30/2007	 	 	SAR	 	 	2,019,915	 	 	 	538,550	 
	69 Arabian CBI Ltd
	 	3000368169	 	Saudi American Bank	 	JUPC	 	Advance	 	 	1/28/2006	 	 	 	1/28/2007	 	 	SAR	 	 	3,462,042	 	 	 	923,050	 
	69 Arabian CBI Ltd
	 	3000368170	 	Saudi American Bank	 	JUPC	 	Performance	 	 	1/28/2006	 	 	 	1/28/2009	 	 	SAR	 	 	1,731,021	 	 	 	461,525	 
	69 Arabian CBI Ltd
	 	3000368171	 	Saudi American Bank	 	JUPC	 	Retention	 	 	1/28/2006	 	 	 	1/28/2007	 	 	SAR	 	 	1,731,021	 	 	 	461,525	 
	69 Arabian CBI Ltd
	 	3000368358	 	Saudi American Bank	 	Samsung	 	Advance	 	 	3/1/2006	 	 	 	8/20/2007	 	 	0	 	 	0	 	 	 	594,000	 
	69 Arabian CBI Ltd
	 	3000368357	 	Saudi American Bank	 	Samsung	 	Performance	 	 	3/1/2006	 	 	 	8/20/2007	 	 	0	 	 	0	 	 	 	297,000	 






 


 









 






Schedule 5.15(a)(ii) — LC’s Surety Bonds




CHICAGO BRIDGE & IRON COMPANY N.V.

Consolidated LC’s & Bank Guarantee’s as of June 30, 2006




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Value in	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	currency	 	 	Value in	 
	Entity	 	LC Number	 	Issued by	 	Beneficiary	 	Purpose	 	Issued	 	 	Expiry Date	 	 	Currency	 	of issue	 	 	USD	 
	70 CBI Constructors S.A. (South Africa)
	 	M302406	 	Standard Bank	 	Dept. Customs & Excise	 	Financial	 	 	11/7/1995	 	 	 	12/31/2010	 	 	ZAR	 	 	2,500	 	 	 	344	 
	70 CBI Constructors S.A. (South Africa)
	 	M420120	 	Standard Bank	 	Sasol Petroleum Tamane	 	Retention	 	 	3/17/2003	 	 	 	7/31/2006	 	 	ZAR	 	 	226,211	 	 	 	31,115	 
	70 CBI Constructors S.A. (South Africa)
	 	M451944	 	Standard Bank	 	Engen Refinery	 	Retention	 	 	6/7/2005	 	 	 	4/8/2007	 	 	ZAR	 	 	212,306	 	 	 	29,203	 
	77 CBI ST Limited(Thailand)
	 	DU1/CGY305408 / 359-02-0401420	 	Standard Chartered Bank	 	Nacap Asia Pacific (Thailand) Co. Ltd.	 	Performance	 	 	12/11/2003	 	 	 	1/31/2007	 	 	0	 	 	0	 	 	 	605,797	 
	77 CBI ST Limited(Thailand)
	 	DU1/CGY305409 / 359-02-0401527	 	Standard Chartered Bank	 	Nacap Asia Pacific (Thailand) Co. Ltd.	 	Performance	 	 	12/11/2003	 	 	 	1/31/2007	 	 	THB	 	 	10,852,465	 	 	 	282,164	 
	77 CBI ST Limited(Thailand)
	 	DU1/CGY400595 / 359-02-0405186	 	Standard Chartered Bank	 	Nacap Asia Pacific (Thailand) Co., Ltd.	 	Retention	 	 	2/20/2004	 	 	 	3/31/2007	 	 	THB	 	 	10,340,365	 	 	 	268,849	 
	11 Pacific Rim Material Supply Company
	 	DU1/CGY400370	 	Standard Chartered Bank	 	Vopak Shanghai Logistics Co. Ltd.	 	Performance	 	 	1/27/2004	 	 	 	7/27/2006	 	 	0	 	 	0	 	 	 	1,094,000	 
	11 Pacific Rim Material Supply Company
	 	DU1/CGY50000213	 	Standard Chartered Bank	 	Shanghai Secco Petrochemical Company Ltd.	 	Warranty	 	 	1/18/2005	 	 	 	3/31/2007	 	 	0	 	 	0	 	 	 	2,201,892	 
	23 CBI Overseas, LLC
	 	DU1/CG0600341	 	Standard Chartered Bank	 	Controller of Immigration - Singapore	 	Warranty	 	 	1/26/2006	 	 	 	1/22/2007	 	 	SGD	 	 	250,000	 	 	 	156,485	 
	117 Pacific Rim-Fujian Br.
	 	DU1/CG0505797	 	Standard Chartered Bank	 	CNOOC Fujian LNG Co. Ltd.	 	Performance	 	 	12/19/2005	 	 	 	12/19/2007	 	 	0	 	 	0	 	 	 	13,700,000	 
	98 CMP BV
	 	DU/CGY303412	 	Standard Chartered Bank	 	Chiyotec Limited	 	Performance	 	 	7/28/2003	 	 	 	11/30/2008	 	 	0	 	 	0	 	 	 	5,882,739	 
	98 CMP BV
	 	DU1/CGY303411	 	Standard Chartered Bank	 	Chiyotec Limited	 	Advance	 	 	7/28/2003	 	 	 	3/31/2007	 	 	0	 	 	0	 	 	 	8,824,109	 
	505 CBI Europe BV (China)
	 	DU1/CGY400377 / 00333-02-00005476	 	Standard Chartered Bank	 	Vopak Shanghai Logistic Co. Ltd.	 	Performance	 	 	1/27/2004	 	 	 	7/1/2006	 	 	CNY	 	 	4,634,896	 	 	 	578,899	 
	506 CBI Europe BV (Sakhalin)
	 	DU1/CGY303409	 	Standard Chartered Bank	 	CTSD Limited	 	Performance	 	 	7/28/2003	 	 	 	11/30/2008	 	 	0	 	 	0	 	 	 	3,717,261	 
	506 CBI Europe BV (Sakhalin)
	 	DU1/CGY303410	 	Standard Chartered Bank	 	CTSD Limited	 	Advance	 	 	7/28/2003	 	 	 	3/31/2007	 	 	0	 	 	0	 	 	 	5,575,892	 
	68 CBI Eastern Anstalt
	 	DU1/CGY502015	 	Standard Chartered Bank	 	Taisei Corporation	 	Retention	 	 	5/5/2005	 	 	 	9/8/2006	 	 	0	 	 	0	 	 	 	838,308	 
	70 CBI Constructors S.A. (South Africa)
	 	ZABOG40043	 	Standard Chartered Bank	 	Linde AG	 	Warranty	 	 	8/11/2004	 	 	 	7/31/2006	 	 	ZAR	 	 	2,009,673	 	 	 	276,431	 
	70 CBI Constructors S.A. (South Africa)
	 	ZABOG40056	 	Standard Chartered Bank	 	Technip South Africa	 	Performance	 	 	9/22/2004	 	 	 	9/30/2007	 	 	ZAR	 	 	648,153	 	 	 	89,153	 
	70 CBI Constructors S.A. (South Africa)
	 	ZABOG50033	 	Standard Chartered Bank	 	Sasol Technology (Pty)	 	Warranty	 	 	9/14/2005	 	 	 	5/31/2007	 	 	ZAR	 	 	600,315	 	 	 	82,573	 
	70 CBI Constructors S.A. (South Africa)
	 	ZABOG50034	 	Standard Chartered Bank	 	Sasol Technology (Pty)	 	Warranty	 	 	9/14/2005	 	 	 	5/31/2007	 	 	ZAR	 	 	803,098	 	 	 	110,466	 
	70 CBI Constructors S.A. (South Africa)
	 	ZABOG50035	 	Standard Chartered Bank	 	Sasol Technology (Pty)	 	Warranty	 	 	9/14/2005	 	 	 	6/27/2007	 	 	ZAR	 	 	400,669	 	 	 	55,112	 
	70 CBI Constructors S.A. (South Africa)
	 	ZABOG50042	 	Standard Chartered Bank	 	Sasol Technology (Pty) Ltd.	 	Warranty	 	 	7/19/2005	 	 	 	7/19/2006	 	 	ZAR	 	 	2,833,342	 	 	 	389,726	 
	702 CBI Constructors S.A. (Angola)
	 	ZABOG40053	 	Standard Chartered Bank	 	Group Five	 	Retention	 	 	8/27/2004	 	 	 	8/27/2006	 	 	0	 	 	0	 	 	 	582,000	 
	69 Arabian CBI Ltd
	 	DU1/CGY500814	 	Standard Chartered Bank	 	JGC Arabia Limited	 	Advance	 	 	3/1/2005	 	 	 	9/30/2006	 	 	0	 	 	0	 	 	 	798,823	 
	72 Oasis Supply Company Anstalt
	 	DU1/CGY500813	 	Standard Chartered Bank	 	JGC Corporation	 	Advance	 	 	3/1/2005	 	 	 	7/1/2006	 	 	0	 	 	0	 	 	 	771,177	 
	72 Oasis Supply Company Anstalt
	 	DU1/CGY500811	 	Standard Chartered Bank	 	JGC Corporation	 	Advance	 	 	3/1/2005	 	 	 	7/1/2006	 	 	0	 	 	0	 	 	 	2,699,119	 
	72 Oasis Supply Company Anstalt
	 	DU1/CGY502237	 	Standard Chartered Bank	 	JGC Corporation	 	Advance	 	 	5/16/2005	 	 	 	7/1/2006	 	 	0	 	 	0	 	 	 	2,699,119	 
	69 Arabian CBI Ltd
	 	DU1/CGY500815	 	Standard Chartered Bank	 	JGC Arabia Limited	 	Performance	 	 	3/1/2005	 	 	 	3/31/2009	 	 	0	 	 	0	 	 	 	798,823	 
	68 CBI Eastern Anstalt
	 	GT02/1999/0443  /  DU1/CG9920443	 	Standard Chartered Grindlays	 	Jebel Ali Free Zone Authority	 	Labor Guarantee	 	 	9/1/1999	 	 	 	10/1/2006	 	 	AED	 	 	100,000	 	 	 	27,221	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Bi-lateral Utilization
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	345,887,346	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	117 Pacific Rim-Fujian Br.
	 	223002	 	REV Credit Facility	 	CNOOC-Fujian LNG, ltd	 	Advance	 	 	1/6/2006	 	 	 	4/21/2007	 	 	0	 	 	0	 	 	 	5,114,655	 
	08 CBI NV
	 	750105	 	REV Credit Facility	 	AIG	 	Financial	 	 	10/22/2001	 	 	 	2/7/2007	 	 	0	 	 	0	 	 	 	4,436,842	 
	08 CBI NV
	 	751694	 	REV Credit Facility	 	St Paul Fire and Marine Insurance	 	Financial	 	 	11/21/2003	 	 	 	8/22/2006	 	 	0	 	 	0	 	 	 	10,557,607	 
	39 CBI (Delaware)
	 	SLT321426	 	REV Credit Facility	 	Bank One NA	 	Financial	 	 	5/29/2001	 	 	 	8/31/2006	 	 	0	 	 	0	 	 	 	2,000,000	 
	39 CBI (Delaware)
	 	SLT751064	 	REV Credit Facility	 	Continental Casualty Company	 	Financial	 	 	2/1/2003	 	 	 	2/1/2007	 	 	0	 	 	0	 	 	 	9,441,000	 
	39 CBI (Delaware)
	 	251625	 	REV Credit Facility	 	Federal Insurance Company	 	Financial	 	 	3/28/2006	 	 	 	3/16/2007	 	 	0	 	 	0	 	 	 	12,500,000	 
	Woodlands International Insurance Comp.
	 	246955	 	REV Credit Facility	 	Zurich American Insurance Company	 	Financial	 	 	3/22/2006	 	 	 	3/31/2007	 	 	0	 	 	0	 	 	 	20,000,000	 
	45 Central Trading Company Ltd
	 	CPCS-645328	 	REV Credit Facility	 	Crystallex International Corporation	 	Advance	 	 	7/19/2005	 	 	 	7/13/2006	 	 	0	 	 	0	 	 	 	513,025	 
	45 Central Trading Company Ltd
	 	207192	 	REV Credit Facility	 	Ingeneria y Construccion Sigdo Koppers S.A.	 	Performance	 	 	10/12/2005	 	 	 	6/28/2007	 	 	0	 	 	0	 	 	 	84,300	 
	45 Central Trading Company Ltd
	 	207123	 	REV Credit Facility	 	Ingeneria y Construccion Sigdo Koppers S.A.	 	Performance	 	 	10/12/2005	 	 	 	6/28/2007	 	 	0	 	 	0	 	 	 	348,700	 
	47 Constructora CBI Limitada (Chile)
	 	CPCS-647027	 	REV Credit Facility	 	Salfa Montajes S.A.	 	Performance	 	 	8/3/2005	 	 	 	12/31/2006	 	 	0	 	 	0	 	 	 	237,659	 
	47 Constructora CBI Limitada (Chile)
	 	213571	 	REV Credit Facility	 	Compania de Petroleos de Chile COPEC	 	Advance	 	 	11/14/2005	 	 	 	3/27/2007	 	 	0	 	 	0	 	 	 	530,035	 
	47 Constructora CBI Limitada (Chile)
	 	213570	 	REV Credit Facility	 	Compania de Petroleos de Chile COPEC	 	Advance	 	 	11/14/2005	 	 	 	3/27/2007	 	 	0	 	 	0	 	 	 	113,410	 
	CBI Americas Ltd
	 	CPCS-638169	 	REV Credit Facility	 	Gasmar S.A.	 	Performance	 	 	5/17/2005	 	 	 	6/23/2007	 	 	0	 	 	0	 	 	 	303,979	 
	CBI Americas Ltd
	 	212424	 	REV Credit Facility	 	Hovensa L.L.C.	 	Performance	 	 	11/8/2005	 	 	 	10/16/2007	 	 	0	 	 	0	 	 	 	1,186,764	 
	21 Oceanic Contractors
	 	264150	 	REV Credit Facility	 	Pluspetrol Peru Corporation	 	Performance	 	 	6/6/2006	 	 	 	10/17/2007	 	 	0	 	 	0	 	 	 	762,840	 
	21 Oceanic Contractors
	 	264148	 	REV Credit Facility	 	Pluspetrol Peru Corporation	 	Performance	 	 	6/6/2006	 	 	 	10/29/2007	 	 	0	 	 	0	 	 	 	89,929	 
	CSA Trading Company Ltd
	 	264147	 	REV Credit Facility	 	Pluspetrol Peru Corporation	 	Performance	 	 	6/6/2006	 	 	 	5/30/2007	 	 	0	 	 	0	 	 	 	3,879,055	 
	71 CSA Trading Company Ltd
	 	220666	 	REV Credit Facility	 	Crystallex International Corporation	 	Performance	 	 	12/15/2005	 	 	 	12/20/2006	 	 	0	 	 	0	 	 	 	513,025	 
	71 CSA Trading Company Ltd
	 	217595	 	REV Credit Facility	 	Pluspetrol Peru Corporation S.A.	 	Advance	 	 	11/30/2005	 	 	 	9/1/2006	 	 	0	 	 	0	 	 	 	16,686,394	 
	50 CBI Europe BV
	 	ST4042/04	 	REV Credit Facility	 	Atyrau Branch of PFD International LLC	 	Performance	 	 	9/10/2004	 	 	 	8/1/2007	 	 	0	 	 	0	 	 	 	628,469	 






 


 









 





Schedule 5.15(a)(ii) — LC’s Surety Bonds




CHICAGO BRIDGE & IRON COMPANY N.V.

Consolidated LC’s & Bank Guarantee’s as of June 30, 2006




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Value in	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	currency	 	 	Value in	 
	Entity	 	LC Number	 	Issued by	 	Beneficiary	 	Purpose	 	Issued	 	 	Expiry Date	 	 	Currency	 	of issue	 	 	USD	 
	58 CB & I (UK)
	 	ST4003/04	 	REV Credit Facility	 	EnCana (UK) Limited	 	Performance	 	 	1/22/2004	 	 	 	1/5/2007	 	 	GBP	 	 	3,750,000	 	 	 	7,015,313	 
	50 CBI Europe BV
	 	642613	 	REV Credit Facility	 	PFD International LLC	 	Performance	 	 	6/27/2005	 	 	 	4/17/2007	 	 	0	 	 	0	 	 	 	660,000	 
	50 CBI Europe BV
	 	251562	 	REV Credit Facility	 	CNOOC-FUJIAN LNG CO	 	Advance	 	 	3/28/2006	 	 	 	4/30/2007	 	 	0	 	 	0	 	 	 	1,659,235	 
	50 CBI Europe BV
	 	251601	 	REV Credit Facility	 	CNOOC-FUJIAN LNG CO	 	Advance	 	 	3/28/2006	 	 	 	4/30/2007	 	 	0	 	 	0	 	 	 	625,565	 
	508 CBI Europe/Chengda Cons
	 	227859	 	REV Credit Facility	 	CNOOC-Fujian LNG Co	 	Advance	 	 	1/20/2006	 	 	 	3/31/2007	 	 	0	 	 	0	 	 	 	2,009,807	 
	69 Arabian CBI Ltd
	 	533636030	 	REV Credit Facility	 	Samsung Saudi Arabia Ltd	 	Performance	 	 	12/2/2005	 	 	 	3/19/2010	 	 	SAR	 	 	5,268,570	 	 	 	1,404,965	 
	69 Arabian CBI Ltd
	 	533636027	 	REV Credit Facility	 	Samsung Saudi Arabia Ltd	 	Performance	 	 	12/2/2005	 	 	 	3/19/2008	 	 	SAR	 	 	3,161,250	 	 	 	842,979	 
	72 Oasis Supply Company Anstalt
	 	533636029	 	REV Credit Facility	 	Samsung Saudi Arabia Ltd	 	Performance	 	 	12/2/2005	 	 	 	3/19/2008	 	 	0	 	 	0	 	 	 	562,000	 
	72 Oasis Supply Company Anstalt
	 	533636028	 	REV Credit Facility	 	Samsung Saudi Arabia Ltd	 	Performance	 	 	12/2/2005	 	 	 	3/19/2008	 	 	0	 	 	0	 	 	 	2,810,000	 
	92 Howe Baker Engineers
	 	751680	 	REV Credit Facility	 	Marathon Ashland Petroleum LLC	 	Retention	 	 	11/19/2003	 	 	 	11/7/2007	 	 	0	 	 	0	 	 	 	3,258,319	 
	92 Howe Baker Engineers
	 	410076	 	REV Credit Facility	 	JGC (USA), Inc.	 	Performance	 	 	3/17/2004	 	 	 	7/31/2007	 	 	0	 	 	0	 	 	 	80,900	 
	92 Howe Baker Engineers
	 	CPCS-637798	 	REV Credit Facility	 	Petrolera Zuata, Petrozuata C.A.	 	Performance	 	 	5/12/2005	 	 	 	6/30/2006	 	 	0	 	 	0	 	 	 	2,089,200	 
	92 Howe Baker Engineers
	 	646660	 	REV Credit Facility	 	Pluspetrol Peru Corporation	 	Performance	 	 	8/1/2005	 	 	 	9/30/2006	 	 	0	 	 	0	 	 	 	47,469,729	 
	92 Howe Baker Engineers
	 	CPCS-646220	 	REV Credit Facility	 	Tipiel S.A.	 	Performance	 	 	7/26/2005	 	 	 	2/8/2007	 	 	0	 	 	0	 	 	 	22,160	 
	92 Howe Baker Engineers
	 	410634	 	REV Credit Facility	 	Marathon Ashland Petroleum LLC	 	Performance	 	 	9/28/2004	 	 	 	11/7/2007	 	 	0	 	 	0	 	 	 	1,040,307	 
	92 Howe Baker Engineers
	 	218562	 	REV Credit Facility	 	Pluspetrol Peru	 	Performance	 	 	12/5/2005	 	 	 	1/1/2008	 	 	0	 	 	0	 	 	 	7,223,160	 
	92 Howe Baker Engineers
	 	233701	 	REV Credit Facility	 	Marathon Ashland Petroleum	 	Performance	 	 	2/3/2006	 	 	 	11/7/2007	 	 	0	 	 	0	 	 	 	4,015,327	 
	92 Howe Baker Engineers
	 	252574	 	REV Credit Facility	 	Toyo Engineering India Ltd	 	Performance	 	 	4/5/2006	 	 	 	2/14/2008	 	 	0	 	 	0	 	 	 	59,539	 
	92 Howe Baker Engineers
	 	256904	 	REV Credit Facility	 	Marathon Petroleum Company	 	Financial	 	 	4/27/2006	 	 	 	11/7/2007	 	 	0	 	 	0	 	 	 	4,015,327	 
	92 Howe Baker Engineers
	 	263111	 	REV Credit Facility	 	Conocophillips Company	 	Performance	 	 	6/2/2006	 	 	 	7/15/2006	 	 	0	 	 	0	 	 	 	3,033,826	 
	92 Howe Baker Engineers
	 	253550	 	REV Credit Facility	 	Cabinda Gulf Oil Company Ltd	 	Performance	 	 	4/10/2006	 	 	 	12/1/2009	 	 	0	 	 	0	 	 	 	25,250,000	 
	92 Howe Baker Engineers
	 	253547	 	REV Credit Facility	 	Cabinda Gulf Oil Company Ltd	 	Advance	 	 	4/10/2006	 	 	 	5/1/2008	 	 	0	 	 	0	 	 	 	25,250,000	 
	94 Callidus Technologies LLC
	 	G5097/03	 	REV Credit Facility	 	BP Exploration (Shah Deniz) Limited	 	Performance	 	 	10/29/2003	 	 	 	9/30/2007	 	 	0	 	 	0	 	 	 	135,271	 
	94 Callidus Technologies LLC
	 	G5023/04	 	REV Credit Facility	 	Aker Kvaerner Netherlands B.V.	 	Performance	 	 	4/19/2004	 	 	 	7/31/2007	 	 	0	 	 	0	 	 	 	75,000	 
	94 Callidus Technologies LLC
	 	G5002/04	 	REV Credit Facility	 	MW Kellogg	 	Performance	 	 	1/8/2004	 	 	 	12/31/2007	 	 	0	 	 	0	 	 	 	34,425	 
	94 Callidus Technologies LLC
	 	777520022681L	 	REV Credit Facility	 	Larsen & Toubro	 	Performance	 	 	12/23/2003	 	 	 	8/14/2006	 	 	0	 	 	0	 	 	 	284,986	 
	94 Callidus Technologies LLC
	 	752134	 	REV Credit Facility	 	Mitsubishi Heavy Industries Ltd	 	Performance	 	 	1/5/2004	 	 	 	1/19/2007	 	 	0	 	 	0	 	 	 	6,755	 
	94 Callidus Technologies LLC
	 	G5011/04	 	REV Credit Facility	 	Gulf Advanced Chemical Industries Company Ltd	 	Performance	 	 	2/3/2004	 	 	 	7/31/2007	 	 	0	 	 	0	 	 	 	532,590	 
	55 Horton CBI, Ltd
	 	649901	 	REV Credit Facility	 	Bear Head LNG c/o Anadarko Petroleum Corp	 	Performance	 	 	8/29/2005	 	 	 	5/12/2010	 	 	0	 	 	0	 	 	 	1,518,859	 
	55 Horton CBI, Ltd
	 	649902	 	REV Credit Facility	 	Bear Head LNG c/o Anadarko Petroleum Corp	 	Performance	 	 	8/29/2005	 	 	 	5/12/2010	 	 	CAD	 	 	13,590,410	 	 	 	12,335,883	 
	37Ind Constructors (Industrial Division)
	 	332163	 	REV Credit Facility	 	Southern LNG Inc.	 	Performance	 	 	6/2/2003	 	 	 	6/2/2007	 	 	0	 	 	0	 	 	 	5,000,000	 
	37Ind Constructors (Industrial Division)
	 	SLT751624	 	REV Credit Facility	 	Trunkline LNG Company, LLC	 	Performance	 	 	9/26/2003	 	 	 	7/31/2006	 	 	0	 	 	0	 	 	 	14,320,343	 
	37Ind Constructors (Industrial Division)
	 	410872	 	REV Credit Facility	 	Dominion Cove Point LNG Lmt	 	Performance	 	 	1/5/2005	 	 	 	6/30/2009	 	 	0	 	 	0	 	 	 	18,760,000	 
	37Ind Constructors (Industrial Division)
	 	410679	 	REV Credit Facility	 	Trunkline LNG	 	Performance	 	 	10/19/2004	 	 	 	6/30/2006	 	 	0	 	 	0	 	 	 	9,460,630	 
	37Ind Constructors (Industrial Division)
	 	227889	 	REV Credit Facility	 	Marathon Petroleum Company	 	Performance	 	 	1/17/2006	 	 	 	8/17/2007	 	 	0	 	 	0	 	 	 	947,790	 
	37Ind Constructors (Industrial Division)
	 	256940	 	REV Credit Facility	 	Golden Pass	 	Performance	 	 	4/27/2006	 	 	 	9/1/2006	 	 	0	 	 	0	 	 	 	9,000,000	 
	37Ind Constructors (Industrial Division)
	 	261737	 	REV Credit Facility	 	Houston Fuel Oil Terminal Company	 	Performance	 	 	5/24/2006	 	 	 	3/1/2007	 	 	0	 	 	0	 	 	 	141,771	 
	37Ind Constructors (Industrial Division)
	 	267705	 	REV Credit Facility	 	Kinder Morgan Liquids Terminals LP	 	Retention	 	 	6/23/2006	 	 	 	5/27/2007	 	 	0	 	 	0	 	 	 	104,144	 
	40 CBI Services
	 	410972	 	REV Credit Facility	 	Western Surety Company	 	Financial	 	 	2/7/2005	 	 	 	2/7/2007	 	 	0	 	 	0	 	 	 	4,039,750	 
	40 CBI Services
	 	410692	 	REV Credit Facility	 	Yankee Gas Services Company	 	Performance	 	 	10/15/2004	 	 	 	10/14/2007	 	 	0	 	 	0	 	 	 	20,000,000	 
	40 CBI Services
	 	204167	 	REV Credit Facility	 	Hitachi America Ltd	 	Performance	 	 	9/27/2005	 	 	 	6/30/2009	 	 	0	 	 	0	 	 	 	121,310	 
	40 CBI Services
	 	264146	 	REV Credit Facility	 	Alstom Power	 	Warranty	 	 	6/6/2006	 	 	 	10/1/2007	 	 	0	 	 	0	 	 	 	500,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Committed Utilization w/o currency adjustment	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	327,644,851	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Plus: 3% Adjustment for Foreign Currency LC’s	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	647,974	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Committed Utilization	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	328,292,825	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Bi-lateral & Committed Utilization	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	674,180,171	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 


 









 






Schedule 5.15(a)(ii) — LC’s Surety Bonds




CHICAGO BRIDGE & IRON COMPANY N.V.

Consolidated LC’s & Bank Guarantee’s as of June 30, 2006



Calculation of Foreign Currency LC’s:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Revolving Facility:
	 	 	 	 	 	 	 	 	 	 	 	 
	ST4003/04
	 	GBP	 	 	3,750,000	 	 	$	7,015,312.50	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	649902
	 	CAD	 	 	13,590,410	 	 	$	12,335,883.43	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	533636030
	 	SAR	 	 	5,268,570	 	 	$	1,404,964.88	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	533636027
	 	SAR	 	 	3,161,250	 	 	$	842,978.93	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Foreign Currency LC’s
	 	 	 	 	 	 	 	 	 	$	21,599,139.74	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	3% adjustment to Total Utilization
	 	 	 	 	 	 	 	 	 	$	647,974.19	 
	 
	 	 	 	 	 	 	 	 	 	 	 






 


 









 





Schedule 5.15(a)(ii) — Surety Bonds




Surety Bonds as of 6/30/06




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Value in	 	 	USD	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Issued	 	 	or USD	 
	Company ID	 	Bond #	 	ISSUING company	 	BENEFICIARY	 	PURPOSE	 	ISSUED	 	 	EXPIRY	 	 	Curr	 	Currency	 	 	Equiv.	 
	37Ind Constructors (Industrial Division)
	 	213686	 	AMERICAN CONTRACTORS INDEMNITY COMPANY (ACI)	 	Interstate Engineering Corporation	 	Performance and Payment	 	19-Apr-06	 	21-Nov-08	 	 	 	 	3,771,610	 	 	 	3,771,610	 
	37Ind Constructors (Industrial Division)
	 	58618534	 	WESTERN SURETY COMPANY (WSC)	 	New Mexico Contractor's Licensing Service, Inc	 	License/Permit	 	20-Aug-03	 	20-Aug-06	 	 	 	 	5,000	 	 	 	5,000	 
	37Ind Constructors (Industrial Division)
	 	58618535	 	WESTERN SURETY COMPANY (WSC)	 	State of Iowa	 	License/Permit	 	07-Aug-99	 	07-Aug-06	 	 	 	 	50,000	 	 	 	50,000	 
	37Ind Constructors (Industrial Division)
	 	58618538	 	WESTERN SURETY COMPANY (WSC)	 	State of Florida, Construction Industry Licensing	 	License/Permit	 	15-Jul-02	 	27-Aug-06	 	 	 	 	50,000	 	 	 	50,000	 
	37Ind Constructors (Industrial Division)
	 	58618573	 	WESTERN SURETY COMPANY (WSC)	 	The Gardner Zemke Company	 	Performance and Payment	 	06-Dec-04	 	06-Dec-07	 	 	 	 	1,235,000	 	 	 	1,235,000	 
	37Ind Constructors (Industrial Division)
	 	58618594	 	WESTERN SURETY COMPANY (WSC)	 	State of Oklahoma	 	License/Permit	 	09-Jan-03	 	09-Jan-07	 	 	 	 	5,000	 	 	 	5,000	 
	37Ind Constructors (Industrial Division)
	 	58618600	 	WESTERN SURETY COMPANY (WSC)	 	City of Valparasio, IN	 	License/Permit	 	12-Oct-04	 	01-Jul-08	 	 	 	 	5,000	 	 	 	5,000	 
	37Ind Constructors (Industrial Division)
	 	58618617	 	WESTERN SURETY COMPANY (WSC)	 	U.S. Army Engineer District, Mobile	 	Performance and Payment	 	01-Feb-05	 	30-Sep-06	 	 	 	 	16,353,000	 	 	 	16,353,000	 
	37Ind Constructors (Industrial Division)
	 	58629024	 	WESTERN SURETY COMPANY (WSC)	 	The Florida State University	 	Performance and Payment	 	29-Apr-05	 	30-Jun-06	 	 	 	 	1,190,950	 	 	 	1,190,950	 
	37Ind Constructors (Industrial Division)
	 	58629038	 	WESTERN SURETY COMPANY (WSC)	 	City of Wentzville, MO	 	Performance and Payment	 	14-Jul-05	 	30-Sep-06	 	 	 	 	2,450,000	 	 	 	2,450,000	 
	37Ind Constructors (Industrial Division)
	 	58633450	 	WESTERN SURETY COMPANY (WSC)	 	Plymouth Charter Township (Plymouth, MI)	 	Performance and Payment	 	06-Jan-06	 	30-Apr-07	 	 	 	 	1,343,325	 	 	 	1,343,325	 
	37Ind Constructors (Industrial Division)
	 	58633468	 	WESTERN SURETY COMPANY (WSC)	 	State of Arkansas	 	License/Permit	 	01-Apr-99	 	01-Apr-09	 	 	 	 	10,000	 	 	 	10,000	 
	37Ind Constructors (Industrial Division)
	 	58633470	 	WESTERN SURETY COMPANY (WSC)	 	State of California	 	License/Permit	 	02-Nov-98	 	02-Nov-08	 	 	 	 	10,000	 	 	 	10,000	 
	37Ind Constructors (Industrial Division)
	 	58633471	 	WESTERN SURETY COMPANY (WSC)	 	State of California	 	License/Permit	 	11-Dec-98	 	11-Dec-08	 	 	 	 	7,500	 	 	 	7,500	 
	37Ind Constructors (Industrial Division)
	 	58633472	 	WESTERN SURETY COMPANY (WSC)	 	State of Washington	 	License/Permit	 	12-Jun-99	 	12-Jun-09	 	 	 	 	12,000	 	 	 	12,000	 
	37Ind Constructors (Industrial Division)
	 	58637380	 	WESTERN SURETY COMPANY (WSC)	 	Grunley-Walsh	 	Performance and Payment	 	19-Dec-05	 	01-May-09	 	 	 	 	5,215,000	 	 	 	5,215,000	 
	37Ind Constructors (Industrial Division)
	 	81558708	 	FEDERAL INSURANCE COMPANY (FED)	 	M&D Mechanical	 	Performance and Payment	 	06-Jun-06	 	03-Apr-07	 	 	 	 	869,200	 	 	 	869,200	 
	37Ind Constructors (Industrial Division)
	 	81558787	 	FEDERAL INSURANCE COMPANY (FED)	 	Terra Mississippi Nitrogen, INC.	 	Retention	 	16-Sep-05	 	07-Oct-06	 	 	 	 	299,300	 	 	 	299,300	 
	37Ind Constructors (Industrial Division)
	 	81558803	 	FEDERAL INSURANCE COMPANY (FED)	 	Chevron Products Company	 	Retention	 	07-Nov-05	 	01-Aug-06	 	 	 	 	128,091	 	 	 	128,091	 
	37Ind Constructors (Industrial Division)
	 	81558805	 	FEDERAL INSURANCE COMPANY (FED)	 	Pasadena Refining System, Inc.	 	Retention	 	21-Oct-05	 	21-Dec-06	 	 	 	 	88,570	 	 	 	88,570	 
	37Ind Constructors (Industrial Division)
	 	285011285	 	Liberty Mutual	 	U.S. Army Engineer District, Mobile (CESAM-CT)	 	Performance	 	25-Apr-02	 	30-Sep-06	 	 	 	 	11,730,000	 	 	 	11,730,000	 
	37Ind Constructors (Industrial Division)
	 	CMS215360	 	RLI INSURANCE COMPANY (RLI)	 	State of Louisiana, Dept. of Revenue and Taxation	 	Tax	 	21-May-02	 	21-May-07	 	 	 	 	2,500	 	 	 	2,500	 
	37Ind Constructors (Industrial Division)
	 	CMS215365	 	RLI INSURANCE COMPANY (RLI)	 	Calvert County Department of Public Works	 	License/Permit	 	06-May-05	 	06-May-07	 	 	 	 	69,125	 	 	 	69,125	 
	37Ind Constructors (Industrial Division)
	 	CMS215366	 	RLI INSURANCE COMPANY (RLI)	 	State of Oregon	 	License/Permit	 	31-May-05	 	31-May-07	 	 	 	 	15,000	 	 	 	15,000	 
	37Ind Constructors (Industrial Division)
	 	CMS226320	 	RLI INSURANCE COMPANY (RLI)	 	North Carolina Licensing Board for General Contractors	 	License/Permit	 	12-Dec-05	 	31-Dec-06	 	 	 	 	1,500,000	 	 	 	1,500,000	 
	37Ind Constructors (Industrial Division)
	 	CMS226322	 	RLI INSURANCE COMPANY (RLI)	 	JE Merit Constructors, Inc.	 	Retention	 	10-Jan-06	 	10-Jan-07	 	 	 	 	428,277	 	 	 	428,277	 
	37Ind Constructors (Industrial Division)
	 	CMS226329	 	RLI INSURANCE COMPANY (RLI)	 	Sunoco Pipeline L.P.	 	Retention	 	01-Mar-06	 	01-Mar-07	 	 	 	 	393,200	 	 	 	393,200	 
	37Ind Constructors (Industrial Division)
	 	SY2658	 	ST. PAUL FIRE AND MARINE INSURANCE COMPANY (SFM)	 	Governor of the State of Texas	 	License/Permit	 	26-Apr-03	 	26-Apr-07	 	 	 	 	10,000	 	 	 	10,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sub-total
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	47,246,648	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	37Wtr Constructors (Water Division)
	 	15814608	 	Other	 	State of Texas	 	Public	 	31-Mar-06	 	31-Mar-10	 	 	 	 	10,000	 	 	 	10,000	 
	37Wtr Constructors (Water Division)
	 	58618537	 	WESTERN SURETY COMPANY (WSC)	 	City of Auburn Finance Department Revenue Office	 	License/Permit	 	04-Aug-03	 	04-Aug-06	 	 	 	 	5,000	 	 	 	5,000	 
	37Wtr Constructors (Water Division)
	 	58618541	 	WESTERN SURETY COMPANY (WSC)	 	State of California	 	License/Permit	 	05-Sep-02	 	04-Oct-06	 	 	 	 	7,500	 	 	 	7,500	 






 


 









 





Schedule 5.15(a)(ii) — Surety Bonds




Surety Bonds as of 6/30/06





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Value in	 	 	USD	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Issued	 	 	or USD	 
	Company ID	 	Bond #	 	ISSUING company	 	BENEFICIARY	 	PURPOSE	 	ISSUED	 	EXPIRY	 	Curr	 	Currency	 	 	Equiv.	 
	37Wtr Constructors (Water Division)
	 	58618549	 	WESTERN SURETY COMPANY (WSC)	 	Cambria Community Services District	 	Performance and Payment	 	07-Oct-04	 	15-Jul-06	 	 	 	 	1,632,143	 	 	 	1,632,143	 
	37Wtr Constructors (Water Division)
	 	58618554	 	WESTERN SURETY COMPANY (WSC)	 	Valparaiso Department of Water Works	 	Performance and Payment	 	12-Oct-04	 	01-Jul-08	 	 	 	 	1,812,700	 	 	 	1,812,700	 
	37Wtr Constructors (Water Division)
	 	58618557	 	WESTERN SURETY COMPANY (WSC)	 	Grand Chute Sanitary District #1	 	Performance and Payment	 	26-Oct-04	 	01-Aug-06	 	 	 	 	1,369,000	 	 	 	1,369,000	 
	37Wtr Constructors (Water Division)
	 	58618563	 	WESTERN SURETY COMPANY (WSC)	 	Clermont County Commissioners	 	Performance and Payment	 	08-Nov-04	 	08-Sep-06	 	 	 	 	1,648,000	 	 	 	1,648,000	 
	37Wtr Constructors (Water Division)
	 	58618565	 	WESTERN SURETY COMPANY (WSC)	 	Village of Round Lake Beach	 	Performance and Payment	 	09-Nov-04	 	15-Jul-06	 	 	 	 	2,152,300	 	 	 	2,152,300	 
	37Wtr Constructors (Water Division)
	 	58618566	 	WESTERN SURETY COMPANY (WSC)	 	City of Jamestown	 	License/Permit	 	11-Nov-04	 	31-Dec-06	 	 	 	 	10,000	 	 	 	10,000	 
	37Wtr Constructors (Water Division)
	 	58618575	 	WESTERN SURETY COMPANY (WSC)	 	Alaska Department of Commerce	 	License/Permit	 	01-Jan-05	 	31-Dec-06	 	 	 	 	10,000	 	 	 	10,000	 
	37Wtr Constructors (Water Division)
	 	58618577	 	WESTERN SURETY COMPANY (WSC)	 	State of Mississippi	 	License/Permit	 	14-Dec-04	 	14-Dec-06	 	 	 	 	57,950	 	 	 	57,950	 
	37Wtr Constructors (Water Division)
	 	58618579	 	WESTERN SURETY COMPANY (WSC)	 	State of Mississippi	 	License/Permit	 	14-Dec-04	 	14-Dec-06	 	 	 	 	55,545	 	 	 	55,545	 
	37Wtr Constructors (Water Division)
	 	58618586	 	WESTERN SURETY COMPANY (WSC)	 	Lawton Chiles, Governor of the State of Florida	 	License/Permit	 	05-Dec-02	 	05-Dec-06	 	 	 	 	5,000	 	 	 	5,000	 
	37Wtr Constructors (Water Division)
	 	58618592	 	WESTERN SURETY COMPANY (WSC)	 	Norwich Public Utilitiies of the City of Norwich	 	License/Permit	 	02-Dec-04	 	11-Jan-07	 	 	 	 	55,945	 	 	 	55,945	 
	37Wtr Constructors (Water Division)
	 	58618614	 	WESTERN SURETY COMPANY (WSC)	 	City of Lee’s Summit	 	Performance and Payment	 	30-Dec-04	 	01-Jul-06	 	 	 	 	3,627,000	 	 	 	3,627,000	 
	37Wtr Constructors (Water Division)
	 	58618615	 	WESTERN SURETY COMPANY (WSC)	 	Urbandale Water Utility	 	Performance and Payment	 	07-Apr-05	 	15-Nov-06	 	 	 	 	3,118,000	 	 	 	3,118,000	 
	37Wtr Constructors (Water Division)
	 	58618619	 	WESTERN SURETY COMPANY (WSC)	 	City of Woodbury	 	Performance and Payment	 	21-Apr-05	 	15-Apr-07	 	 	 	 	2,565,500	 	 	 	2,565,500	 
	37Wtr Constructors (Water Division)
	 	58627871	 	WESTERN SURETY COMPANY (WSC)	 	City of Woonsocker Water Division	 	Performance and Payment	 	16-Mar-05	 	30-Dec-06	 	 	 	 	2,298,000	 	 	 	2,298,000	 
	37Wtr Constructors (Water Division)
	 	58627873	 	WESTERN SURETY COMPANY (WSC)	 	Prince William County Service Authority	 	Performance and Payment	 	11-Mar-05	 	15-Sep-06	 	 	 	 	3,362,100	 	 	 	3,362,100	 
	37Wtr Constructors (Water Division)
	 	58627874	 	WESTERN SURETY COMPANY (WSC)	 	Erie County Water Authority	 	Performance and Payment	 	01-Mar-05	 	31-Jul-06	 	 	 	 	2,738,000	 	 	 	2,738,000	 
	37Wtr Constructors (Water Division)
	 	58627882	 	WESTERN SURETY COMPANY (WSC)	 	City of Belvidere, IL	 	Performance and Payment	 	29-Mar-05	 	30-Jun-06	 	 	 	 	1,290,000	 	 	 	1,290,000	 
	37Wtr Constructors (Water Division)
	 	58627887	 	WESTERN SURETY COMPANY (WSC)	 	City of Rosemount	 	Performance and Payment	 	06-May-05	 	15-Nov-06	 	 	 	 	2,257,700	 	 	 	2,257,700	 
	37Wtr Constructors (Water Division)
	 	58627889	 	WESTERN SURETY COMPANY (WSC)	 	Board of Water Commissioners of the City of Long Beach	 	Performance and Payment	 	14-May-05	 	20-Oct-06	 	 	 	 	1,994,432	 	 	 	1,994,432	 
	37Wtr Constructors (Water Division)
	 	58629025	 	WESTERN SURETY COMPANY (WSC)	 	City of Monticello	 	Performance and Payment	 	18-May-05	 	31-Oct-06	 	 	 	 	1,698,000	 	 	 	1,698,000	 
	37Wtr Constructors (Water Division)
	 	58629026	 	WESTERN SURETY COMPANY (WSC)	 	The City of Orangeburg	 	Performance and Payment	 	23-May-05	 	30-Jul-06	 	 	 	 	1,821,000	 	 	 	1,821,000	 
	37Wtr Constructors (Water Division)
	 	58629027	 	WESTERN SURETY COMPANY (WSC)	 	Port of Houston Authority	 	Performance and Payment	 	01-Jun-05	 	17-Jul-07	 	 	 	 	1,858,180	 	 	 	1,858,180	 
	37Wtr Constructors (Water Division)
	 	58629028	 	WESTERN SURETY COMPANY (WSC)	 	City of Delaware	 	Performance and Payment	 	09-May-05	 	30-Jul-07	 	 	 	 	4,045,000	 	 	 	4,045,000	 
	37Wtr Constructors (Water Division)
	 	58629030	 	WESTERN SURETY COMPANY (WSC)	 	City of McHenry, IL	 	Performance and Payment	 	01-Jun-05	 	01-Jun-09	 	 	 	 	1,495,000	 	 	 	1,495,000	 
	37Wtr Constructors (Water Division)
	 	58629036	 	WESTERN SURETY COMPANY (WSC)	 	City of Fort Walton Beach, Florida	 	Performance and Payment	 	05-Jul-05	 	15-Oct-06	 	 	 	 	1,969,800	 	 	 	1,969,800	 
	37Wtr Constructors (Water Division)
	 	58629037	 	WESTERN SURETY COMPANY (WSC)	 	City of Fulton, MO	 	Performance and Payment	 	13-Jul-05	 	01-Aug-06	 	 	 	 	1,838,500	 	 	 	1,838,500	 
	37Wtr Constructors (Water Division)
	 	58629039	 	WESTERN SURETY COMPANY (WSC)	 	City of Osage Beach, MO	 	Maintenance	 	22-Jul-05	 	31-Aug-07	 	 	 	 	1,184,000	 	 	 	1,184,000	 
	37Wtr Constructors (Water Division)
	 	58629039	 	WESTERN SURETY COMPANY (WSC)	 	City of Osage Beach, MO	 	Performance and Payment	 	22-Jul-05	 	31-Aug-07	 	 	 	 	1,184,000	 	 	 	1,184,000	 
	37Wtr Constructors (Water Division)
	 	58629041	 	WESTERN SURETY COMPANY (WSC)	 	Lavon Water Supply Corporation	 	Performance and Payment	 	15-Jul-05	 	30-Sep-06	 	 	 	 	1,239,000	 	 	 	1,239,000	 
	37Wtr Constructors (Water Division)
	 	58629042	 	WESTERN SURETY COMPANY (WSC)	 	City of St. Peter	 	Performance and Payment	 	20-Jul-05	 	27-Oct-06	 	 	 	 	1,010,000	 	 	 	1,010,000	 
	37Wtr Constructors (Water Division)
	 	58629043	 	WESTERN SURETY COMPANY (WSC)	 	City of Youngstown	 	Performance and Payment	 	20-May-05	 	20-Mar-07	 	 	 	 	2,833,000	 	 	 	2,833,000	 
	37Wtr Constructors (Water Division)
	 	58629047	 	WESTERN SURETY COMPANY (WSC)	 	Sonoma County Water Agency	 	Payment (Material)	 	02-Aug-05	 	31-Jul-06	 	 	 	 	5,987,050	 	 	 	5,987,050	 
	37Wtr Constructors (Water Division)
	 	58629051	 	WESTERN SURETY COMPANY (WSC)	 	Village of Spring Grove, IL	 	Performance and Payment	 	19-May-05	 	01-Sep-07	 	 	 	 	875,930	 	 	 	875,930	 
	37Wtr Constructors (Water Division)
	 	58629052	 	WESTERN SURETY COMPANY (WSC)	 	City of Toledo	 	Performance and Payment	 	08-Aug-05	 	15-Apr-07	 	 	 	 	2,137,000	 	 	 	2,137,000	 






 


 









 





Schedule 5.15(a)(ii) — Surety Bonds




Surety Bonds as of 6/30/06





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Value in	 	 	USD	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Issued	 	 	or USD	 
	Company ID	 	Bond #	 	ISSUING company	 	BENEFICIARY	 	PURPOSE	 	ISSUED	 	EXPIRY	 	Curr	 	Currency	 	 	Equiv.	 
	37Wtr Constructors (Water Division)
	 	58629053	 	WESTERN SURETY COMPANY (WSC)	 	Hesperia Water District	 	Performance and Payment	 	18-Aug-05	 	26-Apr-07	 	 	 	 	3,544,439	 	 	 	3,544,439	 
	37Wtr Constructors (Water Division)
	 	58629054	 	WESTERN SURETY COMPANY (WSC)	 	City of Bartlett, Tennessee	 	Performance and Payment	 	22-Aug-05	 	15-Oct-06	 	 	 	 	1,394,400	 	 	 	1,394,400	 
	37Wtr Constructors (Water Division)
	 	58629055	 	WESTERN SURETY COMPANY (WSC)	 	Little River Water & Sewerage Company, Inc.	 	Performance and Payment	 	01-Sep-05	 	01-Sep-06	 	 	 	 	1,138,000	 	 	 	1,138,000	 
	37Wtr Constructors (Water Division)
	 	58629057	 	WESTERN SURETY COMPANY (WSC)	 	Chatham County Water Systems	 	Performance and Payment	 	01-Sep-05	 	31-Dec-06	 	 	 	 	1,795,000	 	 	 	1,795,000	 
	37Wtr Constructors (Water Division)
	 	58629058	 	WESTERN SURETY COMPANY (WSC)	 	Village of Johnsburg, IL	 	Performance and Payment	 	30-Aug-05	 	31-Oct-07	 	 	 	 	1,195,700	 	 	 	1,195,700	 
	37Wtr Constructors (Water Division)
	 	58629064	 	WESTERN SURETY COMPANY (WSC)	 	City of Batavia, IL	 	Performance and Payment	 	10-Oct-05	 	14-Nov-06	 	 	 	 	1,099,000	 	 	 	1,099,000	 
	37Wtr Constructors (Water Division)
	 	58629065	 	WESTERN SURETY COMPANY (WSC)	 	City of Batavia, IL	 	Performance and Payment	 	10-Oct-05	 	14-Nov-06	 	 	 	 	1,669,000	 	 	 	1,669,000	 
	37Wtr Constructors (Water Division)
	 	58629067	 	WESTERN SURETY COMPANY (WSC)	 	City of Chippewa Falls, WI	 	Performance and Payment	 	03-Oct-05	 	27-Dec-06	 	 	 	 	1,022,200	 	 	 	1,022,200	 
	37Wtr Constructors (Water Division)
	 	58633442	 	WESTERN SURETY COMPANY (WSC)	 	Secretary of State, State of California	 	Public	 	09-Dec-05	 	08-Dec-09	 	 	 	 	15,000	 	 	 	15,000	 
	37Wtr Constructors (Water Division)
	 	58633443	 	WESTERN SURETY COMPANY (WSC)	 	TC Construction Co., Inc.	 	Performance and Payment	 	01-Dec-05	 	01-Mar-07	 	 	 	 	3,802,641	 	 	 	3,802,641	 
	37Wtr Constructors (Water Division)
	 	58633445	 	WESTERN SURETY COMPANY (WSC)	 	City of Columbia	 	Performance and Payment	 	06-Dec-05	 	09-May-07	 	 	 	 	3,617,000	 	 	 	3,617,000	 
	37Wtr Constructors (Water Division)
	 	58633457	 	WESTERN SURETY COMPANY (WSC)	 	Easley Combined Utililities	 	Performance and Payment	 	23-Jan-06	 	01-Apr-07	 	 	 	 	1,741,000	 	 	 	1,741,000	 
	37Wtr Constructors (Water Division)
	 	58633460	 	WESTERN SURETY COMPANY (WSC)	 	City of North Liberty	 	Performance and Payment	 	25-Jan-06	 	01-Aug-07	 	 	 	 	1,482,000	 	 	 	1,482,000	 
	37Wtr Constructors (Water Division)
	 	58633461	 	WESTERN SURETY COMPANY (WSC)	 	City of Spirit Lake	 	Performance and Payment	 	14-Feb-06	 	14-Jul-07	 	 	 	 	1,915,000	 	 	 	1,915,000	 
	37Wtr Constructors (Water Division)
	 	58633466	 	WESTERN SURETY COMPANY (WSC)	 	Road Commission for Oakland County	 	License/Permit	 	01-Mar-06	 	30-Nov-08	 	 	 	 	3,000	 	 	 	3,000	 
	37Wtr Constructors (Water Division)
	 	58633467	 	WESTERN SURETY COMPANY (WSC)	 	City of Chillicothe, IL	 	Performance and Payment	 	01-Mar-06	 	31-Aug-07	 	 	 	 	1,393,000	 	 	 	1,393,000	 
	37Wtr Constructors (Water Division)
	 	58633469	 	WESTERN SURETY COMPANY (WSC)	 	Northern Kentucky Water District	 	Performance and Payment	 	17-Mar-06	 	01-Nov-07	 	 	 	 	2,298,300	 	 	 	2,298,300	 
	37Wtr Constructors (Water Division)
	 	58633477	 	WESTERN SURETY COMPANY (WSC)	 	State of Alaska	 	License/Permit	 	02-Nov-03	 	02-Nov-08	 	 	 	 	10,000	 	 	 	10,000	 
	37Wtr Constructors (Water Division)
	 	58633478	 	WESTERN SURETY COMPANY (WSC)	 	Public Water Supply Disrict No. 2 of St. Charles County	 	Performance and Payment	 	07-Jun-06	 	15-Sep-08	 	 	 	 	1,554,300	 	 	 	1,554,300	 
	37Wtr Constructors (Water Division)
	 	58633479	 	WESTERN SURETY COMPANY (WSC)	 	State of Wyoming	 	Wage and Welfare	 	03-Apr-05	 	03-Apr-07	 	 	 	 	16,000	 	 	 	16,000	 
	37Wtr Constructors (Water Division)
	 	58633480	 	WESTERN SURETY COMPANY (WSC)	 	City of Redding	 	Performance and Payment	 	16-Mar-06	 	20-May-07	 	 	 	 	2,411,300	 	 	 	2,411,300	 
	37Wtr Constructors (Water Division)
	 	58633481	 	WESTERN SURETY COMPANY (WSC)	 	City of Fulton	 	Performance and Payment	 	17-Mar-06	 	31-Aug-07	 	 	 	 	1,939,400	 	 	 	1,939,400	 
	37Wtr Constructors (Water Division)
	 	58633482	 	WESTERN SURETY COMPANY (WSC)	 	State of Arkanzas	 	License/Permit	 	20-Sep-03	 	20-Sep-08	 	 	 	 	10,000	 	 	 	10,000	 
	37Wtr Constructors (Water Division)
	 	58633483	 	WESTERN SURETY COMPANY (WSC)	 	State of Washington	 	License/Permit	 	15-Sep-03	 	15-Sep-08	 	 	 	 	6,000	 	 	 	6,000	 
	37Wtr Constructors (Water Division)
	 	58633485	 	WESTERN SURETY COMPANY (WSC)	 	Cucamonga Valley Water District	 	Performance and Payment	 	21-Mar-06	 	01-Aug-07	 	 	 	 	508,420	 	 	 	508,420	 
	37Wtr Constructors (Water Division)
	 	58633486	 	WESTERN SURETY COMPANY (WSC)	 	Village of Mount Horeb, WI	 	Performance and Payment	 	21-Mar-06	 	31-Jul-07	 	 	 	 	848,000	 	 	 	848,000	 
	37Wtr Constructors (Water Division)
	 	58633487	 	WESTERN SURETY COMPANY (WSC)	 	Charter Township of Grand Blanc	 	Performance, Payment & Maintenance	 	23-Mar-06	 	01-Jul-07	 	 	 	 	1,770,000	 	 	 	1,770,000	 
	37Wtr Constructors (Water Division)
	 	58637387	 	WESTERN SURETY COMPANY (WSC)	 	Glynn County Board of Commissioners	 	Performance and Payment	 	19-Apr-06	 	01-Apr-07	 	 	 	 	1,126,300	 	 	 	1,126,300	 
	37Wtr Constructors (Water Division)
	 	58637391	 	WESTERN SURETY COMPANY (WSC)	 	The City of Baytown, Texas	 	Performance and Payment	 	10-Mar-06	 	15-Jul-07	 	 	 	 	1,782,200	 	 	 	1,782,200	 
	37Wtr Constructors (Water Division)
	 	58637900	 	WESTERN SURETY COMPANY (WSC)	 	City of Big lake	 	Performance and Payment	 	22-Mar-06	 	31-Aug-07	 	 	 	 	1,691,000	 	 	 	1,691,000	 
	37Wtr Constructors (Water Division)
	 	81558697	 	FEDERAL INSURANCE COMPANY (FED)	 	Village of Calumet Park, IL	 	Performance and Payment	 	08-May-06	 	01-Aug-07	 	 	 	 	1,159,000	 	 	 	1,159,000	 
	37Wtr Constructors (Water Division)
	 	81558698	 	FEDERAL INSURANCE COMPANY (FED)	 	City of Park Rapids	 	Performance and Payment	 	25-Apr-06	 	01-Aug-07	 	 	 	 	815,250	 	 	 	815,250	 
	37Wtr Constructors (Water Division)
	 	81558699	 	FEDERAL INSURANCE COMPANY (FED)	 	Lincoln Water Commission	 	Performance and Payment	 	12-May-06	 	19-Nov-07	 	 	 	 	1,627,000	 	 	 	1,627,000	 
	37Wtr Constructors (Water Division)
	 	81558700	 	FEDERAL INSURANCE COMPANY (FED)	 	City of Mason City	 	Performance and Payment	 	09-May-06	 	23-Jun-07	 	 	 	 	1,391,000	 	 	 	1,391,000	 
	37Wtr Constructors (Water Division)
	 	81558701	 	FEDERAL INSURANCE COMPANY (FED)	 	Village of Poplar Grove, IL	 	Performance and Payment	 	17-May-06	 	01-Aug-07	 	 	 	 	634,500	 	 	 	634,500	 






 


 









 





Schedule 5.15(a)(ii) — Surety Bonds




Surety Bonds as of 6/30/06




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Value in	 	 	USD	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Issued	 	 	or USD	 
	Company ID	 	Bond #	 	ISSUING company	 	BENEFICIARY	 	PURPOSE	 	ISSUED	 	EXPIRY	 	Curr	 	Currency	 	 	Equiv.	 
	37Wtr Constructors (Water Division)
	 	81558712	 	FEDERAL INSURANCE COMPANY (FED)	 	Board of Public Works, East Longmeadow, MA	 	Performance and Payment	 	10-May-06	 	10-Dec-07	 	 	 	 	2,896,000	 	 	 	2,896,000	 
	37Wtr Constructors (Water Division)
	 	81558715	 	FEDERAL INSURANCE COMPANY (FED)	 	Town of Marion, Massachusetts	 	Performance and Payment	 	28-Jun-06	 	22-Dec-07	 	 	 	 	1,973,000	 	 	 	1,973,000	 
	37Wtr Constructors (Water Division)
	 	81558756	 	FEDERAL INSURANCE COMPANY (FED)	 	Jacobs Engineering as agent for Flint Hills Resources	 	Retention	 	23-Aug-04	 	23-Aug-06	 	 	 	 	264,008	 	 	 	264,008	 
	37Wtr Constructors (Water Division)
	 	81558762	 	FEDERAL INSURANCE COMPANY (FED)	 	City of Altoona, WI	 	Performance and Payment	 	13-Jan-05	 	30-Jul-06	 	 	 	 	1,085,000	 	 	 	1,085,000	 
	37Wtr Constructors (Water Division)
	 	81558773	 	FEDERAL INSURANCE COMPANY (FED)	 	City of Mound	 	Performance and Payment	 	13-May-05	 	01-Aug-06	 	 	 	 	739,080	 	 	 	739,080	 
	37Wtr Constructors (Water Division)
	 	81558774	 	FEDERAL INSURANCE COMPANY (FED)	 	Moecherville Water District, N.F.P.	 	Performance and Payment	 	16-Jun-05	 	31-Dec-06	 	 	 	 	741,400	 	 	 	741,400	 
	37Wtr Constructors (Water Division)
	 	81558779	 	FEDERAL INSURANCE COMPANY (FED)	 	Stonebrae L. P. and HSBC Realty Credit Corporation (USA)	 	Performance and Payment	 	31-Aug-05	 	31-Aug-06	 	 	 	 	1,893,875	 	 	 	1,893,875	 
	37Wtr Constructors (Water Division)
	 	81558780	 	FEDERAL INSURANCE COMPANY (FED)	 	Town of Smyrna	 	Performance and Payment	 	09-Sep-05	 	30-Dec-06	 	 	 	 	1,629,330	 	 	 	1,629,330	 
	37Wtr Constructors (Water Division)
	 	81558783	 	FEDERAL INSURANCE COMPANY (FED)	 	K. Hovnanian Companies of California, Inc.	 	Performance and Payment	 	20-Sep-05	 	02-Aug-06	 	 	 	 	2,001,378	 	 	 	2,001,378	 
	37Wtr Constructors (Water Division)
	 	81558784	 	FEDERAL INSURANCE COMPANY (FED)	 	The City of New Britain	 	Performance and Payment	 	19-Sep-05	 	01-May-07	 	 	 	 	1,882,771	 	 	 	1,882,771	 
	37Wtr Constructors (Water Division)
	 	81558785	 	FEDERAL INSURANCE COMPANY (FED)	 	Greene County Board of Supervisors	 	Performance and Payment	 	06-Oct-05	 	15-Dec-06	 	 	 	 	1,976,100	 	 	 	1,976,100	 
	37Wtr Constructors (Water Division)
	 	81558786	 	FEDERAL INSURANCE COMPANY (FED)	 	County of Stafford	 	Performance and Payment	 	28-Sep-05	 	15-Dec-06	 	 	 	 	1,793,000	 	 	 	1,793,000	 
	37Wtr Constructors (Water Division)
	 	81558790	 	FEDERAL INSURANCE COMPANY (FED)	 	City of Clinton, IL	 	Performance and Payment	 	12-Oct-05	 	01-Oct-06	 	 	 	 	1,034,000	 	 	 	1,034,000	 
	37Wtr Constructors (Water Division)
	 	81558791	 	FEDERAL INSURANCE COMPANY (FED)	 	Jurupa Community Services District	 	Performance and Payment	 	14-Oct-05	 	09-Aug-06	 	 	 	 	1,958,521	 	 	 	1,958,521	 
	37Wtr Constructors (Water Division)
	 	81558792	 	FEDERAL INSURANCE COMPANY (FED)	 	World Land Developers, LP	 	Performance and Payment	 	21-Oct-05	 	15-Sep-06	 	 	 	 	648,900	 	 	 	648,900	 
	37Wtr Constructors (Water Division)
	 	81558793	 	FEDERAL INSURANCE COMPANY (FED)	 	City of Lake Elmo	 	Performance and Payment	 	18-Oct-05	 	01-Aug-07	 	 	 	 	1,169,000	 	 	 	1,169,000	 
	37Wtr Constructors (Water Division)
	 	81558794	 	FEDERAL INSURANCE COMPANY (FED)	 	Hampshire West, LLC	 	Performance and Payment	 	31-Oct-05	 	30-Sep-06	 	 	 	 	2,986,480	 	 	 	2,986,480	 
	37Wtr Constructors (Water Division)
	 	81558795	 	FEDERAL INSURANCE COMPANY (FED)	 	Village of Montgomery, IL	 	Performance and Payment	 	03-Nov-05	 	15-Jun-07	 	 	 	 	1,839,000	 	 	 	1,839,000	 
	37Wtr Constructors (Water Division)
	 	81558797	 	FEDERAL INSURANCE COMPANY (FED)	 	Seacoast Utility Authority	 	Public	 	09-Nov-05	 	30-Jan-07	 	 	 	 	2,446,000	 	 	 	2,446,000	 
	37Wtr Constructors (Water Division)
	 	81558798	 	FEDERAL INSURANCE COMPANY (FED)	 	Village of Holly, MI	 	Performance and Payment	 	15-Nov-05	 	01-Dec-06	 	 	 	 	997,800	 	 	 	997,800	 
	37Wtr Constructors (Water Division)
	 	81558799	 	FEDERAL INSURANCE COMPANY (FED)	 	Aqua Ohio, Inc.	 	Performance and Payment	 	18-Nov-05	 	31-Dec-06	 	 	 	 	920,000	 	 	 	920,000	 
	37Wtr Constructors (Water Division)
	 	81558800	 	FEDERAL INSURANCE COMPANY (FED)	 	City of Bentonville	 	Performance and Payment	 	30-Nov-05	 	01-Jul-07	 	 	 	 	2,653,000	 	 	 	2,653,000	 
	37Wtr Constructors (Water Division)
	 	81558801	 	FEDERAL INSURANCE COMPANY (FED)	 	County Drain Commissioner, County Agency for the County of Oakland	 	Performance and Payment	 	12-Dec-05	 	30-Oct-06	 	 	 	 	1,830,000	 	 	 	1,830,000	 
	37Wtr Constructors (Water Division)
	 	81558802	 	FEDERAL INSURANCE COMPANY (FED)	 	Palmdale Water District	 	Performance and Payment	 	09-Dec-05	 	01-Oct-06	 	 	 	 	2,949,943	 	 	 	2,949,943	 
	37Wtr Constructors (Water Division)
	 	81558806	 	FEDERAL INSURANCE COMPANY (FED)	 	Syblon Reid	 	Performance and Payment	 	06-Jan-06	 	31-Mar-07	 	 	 	 	1,569,245	 	 	 	1,569,245	 
	37Wtr Constructors (Water Division)
	 	81558807	 	FEDERAL INSURANCE COMPANY (FED)	 	Boone Florence Water Commission	 	Performance and Payment	 	01-Feb-06	 	15-May-07	 	 	 	 	2,489,000	 	 	 	2,489,000	 
	37Wtr Constructors (Water Division)
	 	81558808	 	FEDERAL INSURANCE COMPANY (FED)	 	Voss Farms, LTD	 	Performance and Payment	 	17-Jan-06	 	12-Mar-07	 	 	 	 	839,333	 	 	 	839,333	 
	37Wtr Constructors (Water Division)
	 	81558809	 	FEDERAL INSURANCE COMPANY (FED)	 	The Board of Directors  of County Sanitation District No. 2 Los Angeles County, S	 	Performance and Payment	 	03-Feb-06	 	25-Aug-06	 	 	 	 	1,732,850	 	 	 	1,732,850	 
	37Wtr Constructors (Water Division)
	 	81558810	 	FEDERAL INSURANCE COMPANY (FED)	 	Town of Yadkinville	 	Performance and Payment	 	23-Jan-06	 	01-Mar-07	 	 	 	 	1,081,000	 	 	 	1,081,000	 
	37Wtr Constructors (Water Division)
	 	81558812	 	FEDERAL INSURANCE COMPANY (FED)	 	Town of Cary	 	Performance and Payment	 	17-Feb-06	 	25-Aug-07	 	 	 	 	2,283,000	 	 	 	2,283,000	 
	37Wtr Constructors (Water Division)
	 	81558813	 	FEDERAL INSURANCE COMPANY (FED)	 	City of Galesburg, MI	 	Performance and Payment	 	27-Feb-06	 	30-Sep-07	 	 	 	 	1,023,000	 	 	 	1,023,000	 
	37Wtr Constructors (Water Division)
	 	81558814	 	FEDERAL INSURANCE COMPANY (FED)	 	City of Anderson/ Electric City Utilities	 	Performance and Payment	 	28-Feb-06	 	26-Aug-07	 	 	 	 	2,417,000	 	 	 	2,417,000	 
	37Wtr Constructors (Water Division)
	 	81558815	 	FEDERAL INSURANCE COMPANY (FED)	 	Town of Moreau	 	Performance and Payment	 	07-Mar-06	 	31-Jul-07	 	 	 	 	1,636,000	 	 	 	1,636,000	 
	37Wtr Constructors (Water Division)
	 	81558857	 	FEDERAL INSURANCE COMPANY (FED)	 	Otter Creek Lake Utility District (Davis, IL)	 	Performance and Payment	 	22-Mar-06	 	01-Aug-07	 	 	 	 	617,300	 	 	 	617,300	 
	37Wtr Constructors (Water Division)
	 	81558858	 	FEDERAL INSURANCE COMPANY (FED)	 	The Connecticut Water Company	 	Performance and Payment	 	29-Mar-06	 	30-Jun-07	 	 	 	 	1,320,000	 	 	 	1,320,000	 






 


 









 





Schedule 5.15(a)(ii) — Surety Bonds




Surety Bonds as of 6/30/06




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Value in	 	 	USD	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Issued	 	 	or USD	 
	Company ID	 	Bond #	 	ISSUING company	 	BENEFICIARY	 	PURPOSE	 	ISSUED	 	EXPIRY	 	Curr	 	Currency	 	 	Equiv.	 
	37Wtr Constructors (Water Division)
	 	69688524N01	 	WESTERN SURETY COMPANY (WSC)	 	Julie Davis	 	Public	 	28-Mar-04	 	28-Mar-08	 	 	 	 	15,000	 	 	 	15,000	 
	37Wtr Constructors (Water Division)
	 	CMS215357	 	RLI INSURANCE COMPANY (RLI)	 	City of Rochelle, IL	 	Warranty	 	12-Nov-04	 	12-Nov-07	 	 	 	 	44,890	 	 	 	44,890	 
	37Wtr Constructors (Water Division)
	 	CMS215367	 	RLI INSURANCE COMPANY (RLI)	 	Kalamazoo County	 	License/Permit	 	26-Jul-04	 	26-Jul-06	 	 	 	 	1,700	 	 	 	1,700	 
	37Wtr Constructors (Water Division)
	 	CMS226304	 	RLI INSURANCE COMPANY (RLI)	 	MARYLAND STATE HIGHWAY ADMINISTRATION - KENT COUNTY	 	License/Permit	 	01-Jul-05	 	30-Jun-07	 	 	 	 	300,000	 	 	 	300,000	 
	37Wtr Constructors (Water Division)
	 	CMS226305	 	RLI INSURANCE COMPANY (RLI)	 	Knickerbocker Properties, LLC	 	Maintenance	 	20-Dec-04	 	20-Dec-07	 	 	 	 	32,672	 	 	 	32,672	 
	37Wtr Constructors (Water Division)
	 	CMS226305	 	RLI INSURANCE COMPANY (RLI)	 	Knickerbocker Properties, LLC	 	Performance and Payment	 	02-Feb-04	 	20-Dec-07	 	 	 	 	653,400	 	 	 	653,400	 
	37Wtr Constructors (Water Division)
	 	CMS226308	 	RLI INSURANCE COMPANY (RLI)	 	Mahoning County Engineer	 	License/Permit	 	20-Jul-05	 	20-Jul-06	 	 	 	 	10,000	 	 	 	10,000	 
	37Wtr Constructors (Water Division)
	 	CMS226330	 	RLI INSURANCE COMPANY (RLI)	 	Calvert County Deparment of Public Works	 	Performance	 	17-Apr-06	 	17-Apr-07	 	 	 	 	136,802	 	 	 	136,802	 
	37Wtr Constructors (Water Division)
	 	CMS226331	 	RLI INSURANCE COMPANY (RLI)	 	Calvert County Department of Project Management	 	Performance	 	01-Jun-06	 	01-Jun-07	 	 	 	 	102,175	 	 	 	102,175	 
	37Wtr Constructors (Water Division)
	 	K07443936	 	WESTCHESTER FIRE INSURANCE COMPANY (WIF)	 	STATE OF NEVADA	 	License/Permit	 	15-Nov-03	 	15-Nov-08	 	 	 	 	20,000	 	 	 	20,000	 
	37Wtr Constructors (Water Division)
	 	K07443985	 	WESTCHESTER FIRE INSURANCE COMPANY (WIF)	 	Road Commission for Oakland County	 	License/Permit	 	24-May-06	 	24-May-07	 	 	 	 	2,000	 	 	 	2,000	 
	37Wtr Constructors (Water Division)
	 	K07444060	 	WESTCHESTER FIRE INSURANCE COMPANY (WIF)	 	City of Fergus Falls	 	Performance and Payment	 	15-Jun-06	 	15-Sep-07	 	 	 	 	1,518,000	 	 	 	1,518,000	 
	37Wtr Constructors (Water Division)
	 	K07444126	 	WESTCHESTER FIRE INSURANCE COMPANY (WIF)	 	Kalamazoo County Drain Commission	 	License/Permit	 	01-Jan-06	 	01-Jan-07	 	 	 	 	6,250	 	 	 	6,250	 
	37Wtr Constructors (Water Division)
	 	KG6368	 	ST. PAUL FIRE AND MARINE INSURANCE COMPANY (SFM)	 	State of Illinois, Secretary of State	 	Public	 	24-Apr-03	 	24-Apr-07	 	 	 	 	5,000	 	 	 	5,000	 
	37Wtr Constructors (Water Division)
	 	ST2879	 	ST. PAUL FIRE AND MARINE INSURANCE COMPANY (SFM)	 	Town of Wake Forest, N.C.	 	Court	 	07-Jun-02	 	07-Jun-07	 	 	 	 	72,000	 	 	 	72,000	 
	37Wtr Constructors (Water Division)
	 	ST2928	 	ST. PAUL FIRE AND MARINE INSURANCE COMPANY (SFM)	 	State of Illinois	 	Public	 	27-Aug-02	 	27-Aug-06	 	 	 	 	5,000	 	 	 	5,000	 
	37Wtr Constructors (Water Division)
	 	ST2948	 	ST. PAUL FIRE AND MARINE INSURANCE COMPANY (SFM)	 	The Village of Shorewood	 	Warranty	 	13-Nov-03	 	13-Nov-06	 	 	 	 	48,525	 	 	 	48,525	 
	37Wtr Constructors (Water Division)
	 	SY2682	 	ST. PAUL FIRE AND MARINE INSURANCE COMPANY (SFM)	 	Charter Township of White Lake	 	Maintenance	 	01-Jul-05	 	01-Jul-07	 	 	 	 	1,084,370	 	 	 	1,084,370	 
	37Wtr Constructors (Water Division)
	 	SY2687	 	ST. PAUL FIRE AND MARINE INSURANCE COMPANY (SFM)	 	El Dorado Irrigation Dist	 	Performance and Payment	 	05-Jun-03	 	30-Jun-06	 	 	 	 	1,646,000	 	 	 	1,646,000	 
	37Wtr Constructors (Water Division)
	 	TB6388	 	ST. PAUL FIRE AND MARINE INSURANCE COMPANY (SFM)	 	City of Inver Grove Heights	 	Performance and Payment	 	09-Oct-03	 	15-Jun-07	 	 	 	 	2,248,000	 	 	 	2,248,000	 
	37Wtr Constructors (Water Division)
	 	TB6389	 	ST. PAUL FIRE AND MARINE INSURANCE COMPANY (SFM)	 	Dillingham-Ray Wilson	 	Court	 	09-Oct-03	 	09-Oct-06	 	 	 	 	261,721	 	 	 	261,721	 
	37Wtr Constructors (Water Division)
	 	TB6441	 	ST. PAUL FIRE AND MARINE INSURANCE COMPANY (SFM)	 	Town of Westerly, Rhode Island	 	Performance and Payment	 	30-Jan-04	 	01-Sep-06	 	 	 	 	1,590,000	 	 	 	1,590,000	 
	37Wtr Constructors (Water Division)
	 	TB6456	 	ST. PAUL FIRE AND MARINE INSURANCE COMPANY (SFM)	 	Valero Refining	 	Retention	 	10-Mar-04	 	10-Mar-07	 	 	 	 	142,766	 	 	 	142,766	 
	37Wtr Constructors (Water Division)
	 	TB6462	 	ST. PAUL FIRE AND MARINE INSURANCE COMPANY (SFM)	 	State of Illinois. Secretary of State	 	Public	 	13-Apr-04	 	13-Apr-08	 	 	 	 	5,000	 	 	 	5,000	 
	37Wtr Constructors (Water Division)
	 	TB6478	 	ST. PAUL FIRE AND MARINE INSURANCE COMPANY (SFM)	 	Intercontinental Terminals Company	 	Retention	 	31-Mar-04	 	31-Mar-07	 	 	 	 	218,064	 	 	 	218,064	 
	37Wtr Constructors (Water Division)
	 	TD8645	 	ST. PAUL FIRE AND MARINE INSURANCE COMPANY (SFM)	 	City of Sioux Falls	 	Performance and Payment	 	02-Aug-04	 	15-Jul-06	 	 	 	 	2,128,200	 	 	 	2,128,200	 
	37Wtr Constructors (Water Division)
	 	TD8647	 	ST. PAUL FIRE AND MARINE INSURANCE COMPANY (SFM)	 	Village of Algonquin, IL	 	Performance and Payment	 	11-Aug-04	 	11-Aug-06	 	 	 	 	1,242,700	 	 	 	1,242,700	 
	37Wtr Constructors (Water Division)
	 	TD8648	 	ST. PAUL FIRE AND MARINE INSURANCE COMPANY (SFM)	 	EVANSDALE WATERWORKS BOARD OF TRUSTEES	 	Maintenance	 	16-Aug-04	 	16-Aug-06	 	 	 	 	1,162,989	 	 	 	1,162,989	 
	37Wtr Constructors (Water Division)
	 	TD8659	 	ST. PAUL FIRE AND MARINE INSURANCE COMPANY (SFM)	 	New York State Office of General Services	 	Performance and Payment	 	16-Sep-04	 	30-Jun-06	 	 	 	 	1,032,300	 	 	 	1,032,300	 
	37Wtr Constructors (Water Division)
	 	TD8662	 	ST. PAUL FIRE AND MARINE INSURANCE COMPANY (SFM)	 	Charter Township of Independence	 	Maintenance	 	30-Oct-05	 	30-Oct-07	 	 	 	 	1,670,000	 	 	 	1,670,000	 
	37Wtr Constructors (Water Division)
	 	TD8665	 	ST. PAUL FIRE AND MARINE INSURANCE COMPANY (SFM)	 	City of Ripon	 	Performance and Payment	 	27-Sep-04	 	31-Dec-06	 	 	 	 	7,649,000	 	 	 	7,649,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sub-total
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	194,051,462	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	39 CBI (Delaware)
	 	1062797	 	Washington International	 	US Customs Service	 	Custom	 	18-Jun-02	 	18-Jun-07	 	 	 	 	50,000	 	 	 	50,000	 
	39 CBI (Delaware)
	 	58618532	 	WESTERN SURETY COMPANY (WSC)	 	Jesse White, Secretary of State, Index Dept.	 	Public	 	17-Aug-04	 	03-Oct-08	 	 	 	 	5,000	 	 	 	5,000	 






 


 









 





Schedule 5.15(a)(ii) — Surety Bonds




Surety Bonds as of 6/30/06




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Value in	 	 	USD	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Issued	 	 	or USD	 
	Company ID	 	Bond #	 	ISSUING company	 	BENEFICIARY	 	PURPOSE	 	ISSUED	 	EXPIRY	 	Curr	 	Currency	 	 	Equiv.	 
	39 CBI (Delaware)
	 	58618533	 	WESTERN SURETY COMPANY (WSC)	 	State of Alaska	 	License/Permit	 	29-Sep-03	 	29-Sep-06	 	 	 	 	10,000	 	 	 	10,000	 
	39 CBI (Delaware)
	 	58618542	 	WESTERN SURETY COMPANY (WSC)	 	State of Iowa, Division of Labor	 	License/Permit	 	09-Oct-02	 	09-Oct-06	 	 	 	 	50,000	 	 	 	50,000	 
	39 CBI (Delaware)
	 	58618595	 	WESTERN SURETY COMPANY (WSC)	 	State of Arizona, Registrar of Contractors	 	License/Permit	 	22-Jan-03	 	22-Jan-07	 	 	 	 	40,000	 	 	 	40,000	 
	39 CBI (Delaware)
	 	58618596	 	WESTERN SURETY COMPANY (WSC)	 	State of Washington Department of Labor and Indust	 	License/Permit	 	22-Jan-03	 	22-Jan-07	 	 	 	 	12,000	 	 	 	12,000	 
	39 CBI (Delaware)
	 	58618597	 	WESTERN SURETY COMPANY (WSC)	 	State Revenue Commissioner of the State of Georgia	 	Tax	 	31-Dec-02	 	01-Jan-07	 	 	 	 	5,000	 	 	 	5,000	 
	39 CBI (Delaware)
	 	CMS215359	 	RLI INSURANCE COMPANY (RLI)	 	State of Oregon	 	License/Permit	 	07-Feb-02	 	07-Feb-07	 	 	 	 	15,000	 	 	 	15,000	 
	39 CBI (Delaware)
	 	CMS215359	 	RLI INSURANCE COMPANY (RLI)	 	Oregon Construction Contractor’s Board	 	License/Permit	 	07-Feb-03	 	07-Feb-07	 	 	 	 	15,000	 	 	 	15,000	 
	39 CBI (Delaware)
	 	CMS215363	 	RLI INSURANCE COMPANY (RLI)	 	State of Arizona Department of Revenue	 	License/Permit	 	30-Jun-02	 	30-Jun-07	 	 	 	 	102,000	 	 	 	102,000	 
	39 CBI (Delaware)
	 	K07443948	 	WESTCHESTER FIRE INSURANCE COMPANY (WIF)	 	Village of Plainfield, IL	 	License/Permit	 	16-May-06	 	16-May-07	 	 	 	 	10,000	 	 	 	10,000	 
	39 CBI (Delaware)
	 	TD8638	 	ST. PAUL FIRE AND MARINE INSURANCE COMPANY (SFM)	 	State of Illinois, Jesse White, Secretary of State	 	Public	 	20-Aug-04	 	20-Aug-08	 	 	 	 	5,000	 	 	 	5,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sub-total
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	319,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	41 Morse Construction
	 	CMS226327	 	RLI INSURANCE COMPANY (RLI)	 	Pacific Energy Group, LLC	 	Retention	 	06-Jan-06	 	06-Jan-07	 	 	 	 	599,660	 	 	 	599,660	 
	41 Morse Construction
	 	CMS215362	 	RLI INSURANCE COMPANY (RLI)	 	State of Nevada	 	License/Permit	 	11-Jul-02	 	01-Jun-07	 	 	 	 	50,000	 	 	 	50,000	 
	41 Morse Construction
	 	CMS215361	 	RLI INSURANCE COMPANY (RLI)	 	State of Nevada Department of Taxation	 	License/Permit	 	08-Nov-02	 	01-Apr-07	 	 	 	 	2,500	 	 	 	2,500	 
	41 Morse Construction
	 	81558864	 	FEDERAL INSURANCE COMPANY (FED)	 	Vue du Lac, LLC	 	Performance and Payment	 	24-Mar-06	 	15-Sep-06	 	 	 	 	672,138	 	 	 	672,138	 
	41 Morse Construction
	 	81558859	 	FEDERAL INSURANCE COMPANY (FED)	 	Brutoco Engineering & Construction	 	Performance and Payment	 	06-Mar-06	 	31-Dec-06	 	 	 	 	890,104	 	 	 	890,104	 
	41 Morse Construction
	 	81558811	 	FEDERAL INSURANCE COMPANY (FED)	 	Kaweah Construction Co.	 	Performance and Payment	 	04-Jan-06	 	04-Jan-07	 	 	 	 	195,757	 	 	 	195,757	 
	41 Morse Construction
	 	81558696	 	FEDERAL INSURANCE COMPANY (FED)	 	Whitworth Water District #2	 	Performance and Payment	 	24-Apr-06	 	31-Jan-07	 	 	 	 	1,149,135	 	 	 	1,149,135	 
	41 Morse Construction
	 	58637382	 	WESTERN SURETY COMPANY (WSC)	 	City of Monroe	 	Performance and Payment	 	04-Apr-06	 	31-Dec-06	 	 	 	 	1,172,885	 	 	 	1,172,885	 
	41 Morse Construction
	 	58633465	 	WESTERN SURETY COMPANY (WSC)	 	State of Oregon	 	License/Permit	 	13-May-02	 	16-May-08	 	 	 	 	15,000	 	 	 	15,000	 
	41 Morse Construction
	 	58633464	 	WESTERN SURETY COMPANY (WSC)	 	Oregon Construction Contractor’s Board	 	License/Permit	 	17-Feb-06	 	17-Feb-07	 	 	 	 	30,000	 	 	 	30,000	 
	41 Morse Construction
	 	58633441	 	WESTERN SURETY COMPANY (WSC)	 	City of Tualatin, Oregon	 	Performance and Payment	 	18-Nov-05	 	31-Dec-06	 	 	 	 	5,984,102	 	 	 	5,984,102	 
	41 Morse Construction
	 	58629035	 	WESTERN SURETY COMPANY (WSC)	 	Lakewood Water District	 	Performance and Payment	 	23-Jun-05	 	01-Aug-06	 	 	 	 	2,036,000	 	 	 	2,036,000	 
	41 Morse Construction
	 	58629034	 	WESTERN SURETY COMPANY (WSC)	 	Pacific Mechanical Corporation	 	Performance and Payment	 	29-Apr-05	 	01-Oct-06	 	 	 	 	2,572,000	 	 	 	2,572,000	 
	41 Morse Construction
	 	58627869	 	WESTERN SURETY COMPANY (WSC)	 	State of California	 	License/Permit	 	27-Feb-02	 	27-Feb-07	 	 	 	 	10,000	 	 	 	10,000	 
	41 Morse Construction
	 	58627868	 	WESTERN SURETY COMPANY (WSC)	 	State of California	 	License/Permit	 	27-Feb-02	 	27-Feb-07	 	 	 	 	7,500	 	 	 	7,500	 
	41 Morse Construction
	 	58627867	 	WESTERN SURETY COMPANY (WSC)	 	State of Washington Department of Labor & Industri	 	License/Permit	 	04-Feb-02	 	04-Feb-07	 	 	 	 	12,000	 	 	 	12,000	 
	41 Morse Construction
	 	58627866	 	WESTERN SURETY COMPANY (WSC)	 	State of Alaska	 	License/Permit	 	27-Feb-02	 	27-Feb-07	 	 	 	 	10,000	 	 	 	10,000	 
	41 Morse Construction
	 	58618531	 	WESTERN SURETY COMPANY (WSC)	 	State of Wyoming Dept. of Employment	 	Warranty	 	16-Aug-04	 	18-Aug-06	 	 	 	 	16,000	 	 	 	16,000	 
	40 CBI Services
	 	58618536	 	WESTERN SURETY COMPANY (WSC)	 	State of Alaska	 	License/Permit	 	31-Aug-02	 	31-Aug-06	 	 	 	 	5,000	 	 	 	5,000	 
	40 CBI Services
	 	58618603	 	WESTERN SURETY COMPANY (WSC)	 	Operating Engineers Local 825 Service Fund	 	Performance	 	10-Jan-00	 	10-Jan-07	 	 	 	 	25,000	 	 	 	25,000	 
	40 CBI Services
	 	TB6420	 	ST. PAUL FIRE AND MARINE INSURANCE COMPANY (SFM)	 	Woodhaven Village, Inc.	 	Performance	 	10-Dec-03	 	30-Jun-06	 	 	 	 	2,154,000	 	 	 	2,154,000	 
	40 CBI Services
	 	TB6368	 	ST. PAUL FIRE AND MARINE INSURANCE COMPANY (SFM)	 	Stafford Twp. Water & Sewer Utility Dept.	 	Maintenance	 	25-Aug-03	 	30-Mar-07	 	 	 	 	98,672	 	 	 	98,672	 
	40 CBI Services
	 	K07443912	 	WESTCHESTER FIRE INSURANCE COMPANY (WIF)	 	Hitachi America Ltd.	 	Maintenance	 	01-May-06	 	01-May-09	 	 	 	 	10,000	 	 	 	10,000	 






 


 









 





Schedule 5.15(a)(ii) — Surety Bonds




Surety Bonds as of 6/30/06




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Value in	 	 	USD	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Issued	 	 	or USD	 
	Company ID	 	Bond #	 	ISSUING company	 	BENEFICIARY	 	PURPOSE	 	ISSUED	 	EXPIRY	 	Curr	 	Currency	 	 	Equiv.	 
	40 CBI Services
	 	K07443821	 	WESTCHESTER FIRE INSURANCE COMPANY (WIF)	 	State of Nebraska	 	License/Permit	 	24-Apr-06	 	24-Apr-07	 	 	 	 	47,000	 	 	 	47,000	 
	40 CBI Services
	 	K07231684	 	WESTCHESTER FIRE INSURANCE COMPANY (WIF)	 	LG Constructors, Inc	 	Performance and Payment	 	27-Jun-06	 	01-May-08	 	 	 	 	693,788	 	 	 	693,788	 
	40 CBI Services
	 	CMS226313	 	RLI INSURANCE COMPANY (RLI)	 	Missouri Depart of Revenue, Tax Admin Bureau	 	Wage and Welfare	 	01-Oct-05	 	01-Oct-06	 	 	 	 	25,000	 	 	 	25,000	 
	40 CBI Services
	 	CMS226311	 	RLI INSURANCE COMPANY (RLI)	 	Structural Steel and Bridge Painters Local Union 806	 	Wage and Welfare	 	20-Sep-05	 	19-Sep-06	 	 	 	 	25,000	 	 	 	25,000	 
	40 CBI Services
	 	CMS226307	 	RLI INSURANCE COMPANY (RLI)	 	I.U.O.E. Local 520	 	Wage and Welfare	 	11-Jul-05	 	11-Jul-06	 	 	 	 	20,000	 	 	 	20,000	 
	40 CBI Services
	 	CMS226303	 	RLI INSURANCE COMPANY (RLI)	 	Iron Workers Locals 40,361, & 417 Union	 	Welfare	 	04-Jul-05	 	04-Jul-08	 	 	 	 	30,000	 	 	 	30,000	 
	40 CBI Services
	 	CMS226302	 	RLI INSURANCE COMPANY (RLI)	 	Local 282 Welfare, Pension, Annuity,	 	Welfare	 	04-Jul-05	 	04-Jul-06	 	 	 	 	10,000	 	 	 	10,000	 
	40 CBI Services
	 	CMS226301	 	RLI INSURANCE COMPANY (RLI)	 	United Association Local Union 322	 	Wage and Welfare	 	17-Aug-05	 	17-Aug-06	 	 	 	 	200,000	 	 	 	200,000	 
	40 CBI Services
	 	CMS215368	 	RLI INSURANCE COMPANY (RLI)	 	State of Arizona	 	License/Permit	 	27-Jul-98	 	27-Jul-06	 	 	 	 	40,000	 	 	 	40,000	 
	40 CBI Services
	 	CMS215364	 	RLI INSURANCE COMPANY (RLI)	 	State of California	 	Wage and Welfare	 	16-Jul-02	 	16-Jul-06	 	 	 	 	220,000	 	 	 	220,000	 
	40 CBI Services
	 	CMS215358	 	RLI INSURANCE COMPANY (RLI)	 	State of Arkansas - Contractors Licensing Board	 	License/Permit	 	30-Apr-05	 	30-Apr-07	 	 	 	 	10,000	 	 	 	10,000	 
	40 CBI Services
	 	81558804	 	FEDERAL INSURANCE COMPANY (FED)	 	Kiewit Pacific Company	 	Performance and Payment	 	12-Dec-05	 	01-Sep-06	 	 	 	 	501,995	 	 	 	501,995	 
	40 CBI Services
	 	81558702	 	FEDERAL INSURANCE COMPANY (FED)	 	Caterpillar Trail Public Water District (E. Peoria, IL)	 	Performance and Payment	 	17-May-06	 	30-Aug-07	 	 	 	 	1,135,000	 	 	 	1,135,000	 
	40 CBI Services
	 	58633476	 	WESTERN SURETY COMPANY (WSC)	 	State of Washington	 	License/Permit	 	17-Jun-04	 	17-Jun-09	 	 	 	 	12,000	 	 	 	12,000	 
	40 CBI Services
	 	58633475	 	WESTERN SURETY COMPANY (WSC)	 	State of Washington	 	License/Permit	 	17-Jun-99	 	17-Jun-09	 	 	 	 	12,000	 	 	 	12,000	 
	40 CBI Services
	 	58633474	 	WESTERN SURETY COMPANY (WSC)	 	State of California	 	License/Permit	 	13-Mar-99	 	13-Mar-09	 	 	 	 	10,000	 	 	 	10,000	 
	40 CBI Services
	 	58633451	 	WESTERN SURETY COMPANY (WSC)	 	Painters District #58 Remittance Report	 	Wage and Welfare	 	11-Jan-06	 	11-Jan-07	 	 	 	 	15,000	 	 	 	15,000	 
	40 CBI Services
	 	58629046	 	WESTERN SURETY COMPANY (WSC)	 	New York State Office of General Services	 	Performance and Payment	 	01-Aug-05	 	31-Dec-06	 	 	 	 	3,120,000	 	 	 	3,120,000	 
	40 CBI Services
	 	58627876	 	WESTERN SURETY COMPANY (WSC)	 	Iron Workers’ Local No. 25 Fringe Benefit Funds	 	Wage and Welfare	 	17-Mar-05	 	17-Mar-07	 	 	 	 	25,000	 	 	 	25,000	 
	40 CBI Services
	 	58627870	 	WESTERN SURETY COMPANY (WSC)	 	State of Oregon Construction Contractors Board	 	License/Permit	 	26-Mar-02	 	26-Mar-07	 	 	 	 	15,000	 	 	 	15,000	 
	40 CBI Services
	 	58627865	 	WESTERN SURETY COMPANY (WSC)	 	International Assoc. of Heat & Frost Insulators & Asbestos Workers	 	Wage and Welfare	 	01-Mar-05	 	01-Mar-07	 	 	 	 	100,000	 	 	 	100,000	 
	40 CBI Services
	 	58627864	 	WESTERN SURETY COMPANY (WSC)	 	Nevada Department of Taxation	 	Tax	 	01-Jan-04	 	01-Jan-07	 	 	 	 	100	 	 	 	100	 
	40 CBI Services
	 	58627863	 	WESTERN SURETY COMPANY (WSC)	 	Laborers Union Local #731	 	Wage and Welfare	 	08-Nov-03	 	01-Mar-07	 	 	 	 	25,000	 	 	 	25,000	 
	40 CBI Services
	 	58627862	 	WESTERN SURETY COMPANY (WSC)	 	Twin City Iron Workers Fringe Benefits Funds	 	Wage and Welfare	 	27-Jan-03	 	27-Jan-07	 	 	 	 	25,000	 	 	 	25,000	 
	40 CBI Services
	 	58627861	 	WESTERN SURETY COMPANY (WSC)	 	Carpenters Health & Welfare Fund of Philadelphia a	 	Wage and Welfare	 	01-May-02	 	01-May-07	 	 	 	 	50,000	 	 	 	50,000	 
	40 CBI Services
	 	58618616	 	WESTERN SURETY COMPANY (WSC)	 	State of Connecticut	 	License/Permit	 	19-Oct-04	 	08-Feb-07	 	 	 	 	4,039,750	 	 	 	4,039,750	 
	40 CBI Services
	 	58618605	 	WESTERN SURETY COMPANY (WSC)	 	Township of Long Beach	 	Maintenance	 	04-Oct-04	 	04-Oct-06	 	 	 	 	91,700	 	 	 	91,700	 
	40 CBI Services
	 	58618558	 	WESTERN SURETY COMPANY (WSC)	 	Iowa Division of Labor	 	Labor	 	01-Nov-04	 	01-Nov-06	 	 	 	 	65,000	 	 	 	65,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sub-total
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	28,280,786	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	92 Howe Baker Engineers
	 	TB6406	 	ST. PAUL FIRE AND MARINE INSURANCE COMPANY (SFM)	 	The Clerk of the County of Gloucester	 	Court	 	05-Dec-03	 	05-Dec-06	 	 	 	 	848,548	 	 	 	848,548	 
	92 Howe Baker Engineers
	 	TB6407	 	ST. PAUL FIRE AND MARINE INSURANCE COMPANY (SFM)	 	The Clerk of the County of Gloucester	 	Court	 	05-Dec-03	 	05-Dec-06	 	 	 	 	342,042	 	 	 	342,042	 
	92 Howe Baker Engineers
	 	TB6417	 	ST. PAUL FIRE AND MARINE INSURANCE COMPANY (SFM)	 	Block 5025 County of Gloucester	 	Court	 	05-Dec-03	 	05-Dec-06	 	 	 	 	75,228	 	 	 	75,228	 
	92 Howe Baker Engineers
	 	TB6416	 	ST. PAUL FIRE AND MARINE INSURANCE COMPANY (SFM)	 	The Clerk of the County of Gloucester	 	Court	 	05-Dec-03	 	05-Dec-06	 	 	 	 	500,477	 	 	 	500,477	 
	92 Howe Baker Engineers
	 	TB6415	 	ST. PAUL FIRE AND MARINE INSURANCE COMPANY (SFM)	 	The Clerk of the County of Gloucester	 	Court	 	05-Dec-03	 	05-Dec-06	 	 	 	 	674,725	 	 	 	674,725	 






 


 









 





Schedule 5.15(a)(ii) — Surety Bonds




Surety Bonds as of 6/30/06




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Value in	 	 	USD	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Issued	 	 	or USD	 
	Company ID	 	Bond #	 	ISSUING company	 	BENEFICIARY	 	PURPOSE	 	ISSUED	 	EXPIRY	 	Curr	 	Currency	 	 	Equiv.	 
	92 Howe Baker Engineers
	 	TB6414	 	ST. PAUL FIRE AND MARINE INSURANCE COMPANY (SFM)	 	The Clerk of the County of Gloucester	 	Court	 	05-Dec-03	 	05-Dec-06	 	 	 	 	243,116	 	 	 	243,116	 
	92 Howe Baker Engineers
	 	TB6413	 	ST. PAUL FIRE AND MARINE INSURANCE COMPANY (SFM)	 	The Clerk of the County of Gloucester	 	Court	 	05-Dec-03	 	05-Dec-06	 	 	 	 	1,907,984	 	 	 	1,907,984	 
	92 Howe Baker Engineers
	 	TB6412	 	ST. PAUL FIRE AND MARINE INSURANCE COMPANY (SFM)	 	The Clerk of the County of Gloucester	 	Court	 	05-Dec-03	 	05-Dec-06	 	 	 	 	6,094,662	 	 	 	6,094,662	 
	92 Howe Baker Engineers
	 	TB6411	 	ST. PAUL FIRE AND MARINE INSURANCE COMPANY (SFM)	 	The Clerk of the County of Gloucester	 	Court	 	05-Dec-03	 	05-Dec-06	 	 	 	 	393,667	 	 	 	393,667	 
	92 Howe Baker Engineers
	 	TB6410	 	ST. PAUL FIRE AND MARINE INSURANCE COMPANY (SFM)	 	The Clerk of the County of Gloucester	 	Court	 	05-Dec-03	 	05-Dec-06	 	 	 	 	559,895	 	 	 	559,895	 
	92 Howe Baker Engineers
	 	TB6408	 	ST. PAUL FIRE AND MARINE INSURANCE COMPANY (SFM)	 	The Clerk of the County of Gloucester	 	Court	 	05-Dec-03	 	05-Dec-06	 	 	 	 	164,513	 	 	 	164,513	 
	92 Howe Baker Engineers
	 	CMS226300	 	RLI INSURANCE COMPANY (RLI)	 	Construction Industries Baord, State of Oklahoma	 	License/Permit	 	17-Aug-04	 	17-Aug-06	 	 	 	 	5,000	 	 	 	5,000	 
	92 Howe Baker Engineers
	 	CMS215369	 	RLI INSURANCE COMPANY (RLI)	 	Construction Industries Board, State of Oklahoma	 	License/Permit	 	17-Aug-04	 	17-Aug-06	 	 	 	 	5,000	 	 	 	5,000	 
	92 Howe Baker Engineers
	 	CMS215355	 	RLI INSURANCE COMPANY (RLI)	 	State of Wyoming	 	License/Permit	 	31-Mar-05	 	31-Mar-07	 	 	 	 	776,311	 	 	 	776,311	 
	92 Howe Baker Engineers
	 	58627879	 	WESTERN SURETY COMPANY (WSC)	 	State of Washington	 	License/Permit	 	16-Apr-02	 	16-Apr-07	 	 	 	 	12,000	 	 	 	12,000	 
	92 Howe Baker Engineers
	 	58627878	 	WESTERN SURETY COMPANY (WSC)	 	State of California	 	License/Permit	 	11-Mar-02	 	11-Mar-07	 	 	 	 	7,500	 	 	 	7,500	 
	92 Howe Baker Engineers
	 	58627877	 	WESTERN SURETY COMPANY (WSC)	 	State of California	 	License/Permit	 	11-Mar-02	 	11-Mar-07	 	 	 	 	10,000	 	 	 	10,000	 
	92 Howe Baker Engineers
	 	58618539	 	WESTERN SURETY COMPANY (WSC)	 	NEW CENTURY FINANCIAL	 	Court	 	14-Sep-04	 	14-Sep-06	 	 	 	 	82,624	 	 	 	82,624	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sub-total
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	12,703,292	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33 A & B Builders, Ltd
	 	CMS215356	 	RLI INSURANCE COMPANY (RLI)	 	State of Wyoming	 	License/Permit	 	31-Mar-05	 	31-Mar-07	 	 	 	 	776,311	 	 	 	776,311	 
	33 A & B Builders, Ltd
	 	CMS226317	 	RLI INSURANCE COMPANY (RLI)	 	City of Beaumont	 	License/Permit	 	13-Sep-05	 	13-Sep-06	 	 	 	 	15,000	 	 	 	15,000	 
	33 A & B Builders, Ltd
	 	CMS226306	 	RLI INSURANCE COMPANY (RLI)	 	State of Wyoming	 	Payment	 	01-Apr-05	 	01-Feb-07	 	 	 	 	12,000	 	 	 	12,000	 
	33 A & B Builders, Ltd
	 	CMS226310	 	RLI INSURANCE COMPANY (RLI)	 	State of Louisiana	 	Tax	 	01-Aug-05	 	01-Aug-06	 	 	 	 	5,893,247	 	 	 	5,893,247	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sub-total
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	6,696,557	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	93 Matrix Engineering Ltd
	 	TB6422	 	ST. PAUL FIRE AND MARINE INSURANCE COMPANY (SFM)	 	J V Industrial  MOB 1177	 	Court	 	08-Dec-03	 	08-Dec-06	 	 	 	 	783,129	 	 	 	783,129	 
	93 Matrix Engineering Ltd
	 	15690166	 	WESTERN SURETY COMPANY (WSC)	 	Secretary of State of Texas, Notary Public Unit	 	Public	 	20-Aug-04	 	20-Aug-08	 	 	 	 	10,000	 	 	 	10,000	 
	93 Matrix Engineering Ltd
	 	15690167	 	WESTERN SURETY COMPANY (WSC)	 	Secretary of State of Texas, Notary Public Unit	 	Public	 	01-Aug-04	 	01-Aug-07	 	 	 	 	10,000	 	 	 	10,000	 
	93 Matrix Engineering Ltd
	 	CMS226309	 	RLI INSURANCE COMPANY (RLI)	 	State of Louisiana - Dept of Revenue	 	Tax	 	01-Aug-05	 	01-Aug-06	 	 	 	 	11,901,472	 	 	 	11,901,472	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sub-total
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	12,704,601	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	44 CBI Venezolana
	 	6240	 	Vzlano de Credito	 	Petrolera Zuata,Petrozuata,S.A.	 	Labor	 	23-Jul-03	 	23-Jul-07	 	VZB	 	 	14,711,548	 	 	 	6,847	 
	44 CBI Venezolana
	 	6241	 	Vzlano de Credito	 	Petrolera Zuata , Petrozuata,C.A.	 	Labor	 	23-Jul-03	 	23-Jul-07	 	 	 	 	14,242	 	 	 	14,242	 
	44 CBI Venezolana
	 	6242	 	Vzlano de Credito	 	Petrolera Zuata, Petrozuata,C.A.	 	Performance	 	23-Jul-03	 	23-Jul-06	 	VZB	 	 	14,711,548	 	 	 	6,847	 
	44 CBI Venezolana
	 	7297	 	Vzlano de Credito	 	Sincrudos de Oriente SINCOR	 	Labor	 	19-Aug-04	 	26-Apr-06	 	VZB	 	 	36,880,504	 	 	 	17,164	 
	44 CBI Venezolana
	 	7300	 	Vzlano de Credito	 	Sincrudos de Oriente SINCOR	 	Performance	 	19-Aug-04	 	31-Mar-06	 	 	 	 	44,321	 	 	 	44,321	 
	44 CBI Venezolana
	 	8028	 	Vzlano de Credito	 	Orifuels Sinovensa	 	Performance	 	26-Oct-04	 	31-Dec-06	 	VZB	 	 	2,999,804,884	 	 	 	1,396,109	 
	44 CBI Venezolana
	 	8032	 	Vzlano de Credito	 	Orifuels Sinovensa	 	Labor	 	26-Oct-04	 	31-Dec-06	 	VZB	 	 	862,303,704	 	 	 	401,316	 
	44 CBI Venezolana
	 	8077	 	Vzlano de Credito	 	Cristallex International	 	Payment	 	21-Jul-05	 	21-Jul-06	 	VZB	 	 	654,277,151	 	 	 	304,501	 






 


 









 





Schedule 5.15(a)(ii) — Surety Bonds




Surety Bonds as of 6/30/06




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Value in	 	 	USD	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Issued	 	 	or USD	 
	Company ID	 	Bond #	 	ISSUING company	 	BENEFICIARY	 	PURPOSE	 	ISSUED	 	EXPIRY	 	Curr	 	Currency	 	 	Equiv.	 
	44 CBI Venezolana
	 	8128	 	Vzlano de Credito	 	Petrozuata	 	Payment	 	07-Sep-05	 	07-Sep-06	 	VZB	 	 	1,547,999,818	 	 	 	720,439	 
	44 CBI Venezolana
	 	8142	 	Vzlano de Credito	 	Petrozuata	 	Labor	 	07-Sep-05	 	07-Sep-06	 	VZB	 	 	774,000,339	 	 	 	360,220	 
	44 CBI Venezolana
	 	8143	 	Vzlano de Credito	 	Petrolera Zuata Petrozuata	 	Performance	 	14-Sep-05	 	14-Sep-06	 	 	 	 	74,936	 	 	 	74,936	 
	44 CBI Venezolana
	 	8144	 	Vzlano de Credito	 	Petrozuata	 	Performance	 	07-Sep-05	 	07-Sep-06	 	VZB	 	 	612,887,939	 	 	 	285,238	 
	44 CBI Venezolana
	 	8158	 	Vzlano de Credito	 	Orifuels Sinovensa	 	Performance	 	19-Sep-05	 	19-Sep-06	 	 	 	 	45,810	 	 	 	45,810	 
	44 CBI Venezolana
	 	8159	 	Vzlano de Credito	 	Orifuels Sinovensa	 	Performance	 	19-Sep-05	 	19-Sep-06	 	VZB	 	 	48,510,573	 	 	 	22,577	 
	44 CBI Venezolana
	 	8165	 	Vzlano de Credito	 	Orifuels Sinovensa	 	Labor	 	21-Sep-05	 	21-Sep-06	 	VZB	 	 	24,255,286	 	 	 	11,288	 
	44 CBI Venezolana
	 	8177	 	Vzlano de Credito	 	Orifuels Sinovensa	 	Labor	 	30-Sep-05	 	30-Sep-06	 	VZB	 	 	92,931,600	 	 	 	43,250	 
	44 CBI Venezolana
	 	8178	 	Vzlano de Credito	 	Orifuels Sinovensa	 	Performance	 	30-Sep-05	 	30-Sep-06	 	VZB	 	 	185,861,050	 	 	 	86,500	 
	44 CBI Venezolana
	 	8186	 	Vzlano de Credito	 	PDVSA Petroleo	 	Performance	 	03-Oct-05	 	03-Oct-06	 	VZB	 	 	1,095,123,542	 	 	 	509,670	 
	44 CBI Venezolana
	 	8187	 	Vzlano de Credito	 	PDVSA Petroleo	 	Labor	 	03-Oct-05	 	03-Oct-06	 	VZB	 	 	519,926,069	 	 	 	241,974	 
	44 CBI Venezolana
	 	8193	 	Vzlano de Credito	 	Orifuels Sinovensa	 	Payment	 	06-Oct-05	 	06-Oct-06	 	VZB	 	 	111,737,865	 	 	 	52,003	 
	44 CBI Venezolana
	 	8494	 	Vzlano de Credito	 	 	 	Performance	 	01-Jun-06	 	01-Dec-06	 	VZB	 	 	5,000,000	 	 	 	2,327	 
	44 CBI Venezolana
	 	8306	 	Vzlano de Credito	 	PDVSA	 	Advance	 	04-Jan-06	 	04-Jan-07	 	VZB	 	 	1,314,148,250	 	 	 	611,605	 
	44 CBI Venezolana
	 	7301	 	Vzlano de Credito	 	Sincrudos de Oriente SINCOR	 	Performance	 	19-Aug-04	 	31-Dec-06	 	VZB	 	 	52,391,788	 	 	 	24,383	 
	44 CBI Venezolana
	 	6249	 	Vzlano de Credito	 	 	 	Performance	 	30-Jul-03	 	30-Jul-07	 	 	 	 	20,009	 	 	 	20,009	 
	44 CBI Venezolana
	 	2203218	 	Seguros Caracas	 	PDVSA	 	Performance	 	08-Oct-01	 	30-Aug-06	 	VZB	 	 	869,000,085	 	 	 	404,433	 
	44 CBI Venezolana
	 	2203219	 	Seguros Caracas	 	PDVSA	 	Labor	 	08-Oct-01	 	30-Aug-06	 	VZB	 	 	347,897,928	 	 	 	161,912	 
	44 CBI Venezolana
	 	01-16-100820	 	Seguros Mercantil	 	Aduana de Guanta	 	Labor	 	27-Nov-02	 	30-Aug-06	 	VZB	 	 	6,850,701	 	 	 	3,188	 
	44 CBI Venezolana
	 	01-16-101637	 	Seguros Mercantil	 	Petrolera Zuata, Petrozuata,C.A.	 	Labor	 	19-Jun-03	 	30-Aug-06	 	VZB	 	 	12,701,656	 	 	 	5,911	 
	44 CBI Venezolana
	 	01-16-100780	 	Seguros Mercantil	 	SINCOR	 	Labor	 	06-Nov-02	 	30-Aug-06	 	VZB	 	 	64,134,000	 	 	 	29,848	 
	44 CBI Venezolana
	 	01-16-105380	 	Seguros Mercantil	 	Fiel Cumplenelecira	 	Performance	 	14-Dec-04	 	31-Aug-06	 	VZB	 	 	216,087,278	 	 	 	100,567	 
	44 CBI Venezolana
	 	01-16-104008	 	Seguros Mercantil	 	INELECTRA	 	Performance	 	17-May-04	 	17-May-06	 	VZB	 	 	104,214,118	 	 	 	48,501	 
	44 CBI Venezolana
	 	01-16-105385	 	Seguros Mercantil	 	INELECTRA	 	Performance	 	14-Dec-04	 	31-Aug-06	 	VZB	 	 	155,582,840	 	 	 	72,408	 
	44 CBI Venezolana
	 	01-16-104011	 	Seguros Mercantil	 	INELECTRA	 	Performance	 	17-May-04	 	17-May-06	 	VZB	 	 	104,214,118	 	 	 	48,501	 
	44 CBI Venezolana
	 	01-16-104012	 	Seguros Mercantil	 	INELECTRA	 	Labor	 	17-May-04	 	17-May-07	 	VZB	 	 	169,211,848	 	 	 	78,751	 
	44 CBI Venezolana
	 	01-16-104056	 	Seguros Mercantil	 	Operadora Cerro Negro	 	Payment	 	21-May-04	 	21-May-06	 	VZB	 	 	200,855,232	 	 	 	93,478	 
	44 CBI Venezolana
	 	01-16-104058	 	Seguros Mercantil	 	Operadora Cerro Negro	 	Performance	 	21-May-04	 	21-May-06	 	VZB	 	 	200,855,232	 	 	 	93,478	 
	44 CBI Venezolana
	 	01-16-104059	 	Seguros Mercantil	 	Operadora Cerro Negro	 	Payment	 	21-May-04	 	21-May-06	 	 	 	 	105,388	 	 	 	105,388	 
	44 CBI Venezolana
	 	01-16-104060	 	Seguros Mercantil	 	Operadora Cerro Negro	 	Performance	 	21-May-04	 	21-May-06	 	 	 	 	105,388	 	 	 	105,388	 
	44 CBI Venezolana
	 	01-16-104295	 	Seguros Mercantil	 	Petrolera Ameriven	 	Performance	 	01-Jul-04	 	01-Jul-06	 	VZB	 	 	263,922,755	 	 	 	122,830	 
	44 CBI Venezolana
	 	01-16-104296	 	Seguros Mercantil	 	Petrolera Ameriven	 	Performance	 	01-Jul-04	 	01-Jul-06	 	 	 	 	112,838	 	 	 	112,838	 
	44 CBI Venezolana
	 	01-16-104297	 	Seguros Mercantil	 	Petrolera Ameriven	 	Labor	 	01-Jul-04	 	01-Sep-07	 	VZB	 	 	131,961,377	 	 	 	61,415	 
	44 CBI Venezolana
	 	01-16-104526	 	Seguros Mercantil	 	JANTESA, S. A.	 	Performance	 	04-Aug-04	 	05-Jul-06	 	VZB	 	 	223,872,768	 	 	 	104,190	 
	44 CBI Venezolana
	 	01-16-104527	 	Seguros Mercantil	 	JANTESA, S. A.	 	Labor	 	04-Aug-04	 	04-Oct-06	 	VZB	 	 	111,936,384	 	 	 	52,095	 






 


 









 





Schedule 5.15(a)(ii) — Surety Bonds




Surety Bonds as of 6/30/06




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Value in	 	 	USD	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Issued	 	 	or USD	 
	Company ID	 	Bond #	 	ISSUING company	 	BENEFICIARY	 	PURPOSE	 	ISSUED	 	EXPIRY	 	Curr	 	Currency	 	 	Equiv.	 
	44 CBI Venezolana
	 	01-16-105384	 	Seguros Mercantil	 	Aduana de Guanta	 	Tax	 	14-Nov-04	 	14-Dec-06	 	VZB	 	 	182,543,296	 	 	 	84,956	 
	44 CBI Venezolana
	 	01-16-105415	 	Seguros Mercantil	 	Aduana de Guanta	 	Tax	 	14-Dec-04	 	14-Dec-06	 	VZB	 	 	96,661,440	 	 	 	44,986	 
	44 CBI Venezolana
	 	01-16-105671	 	Seguros Mercantil	 	Aduana de Guanta	 	Tax	 	16-Feb-05	 	15-Dec-06	 	VZB	 	 	106,654,021	 	 	 	49,637	 
	44 CBI Venezolana
	 	8044	 	Vzlano de Credito	 	Operadora Cerro Negro	 	Performance	 	28-Jun-05	 	31-Oct-06	 	VZB	 	 	164,471,447	 	 	 	76,545	 
	44 CBI Venezolana
	 	8045	 	Vzlano de Credito	 	Operadora Cerro Negro	 	Performance	 	28-Jun-05	 	31-Oct-06	 	 	 	 	34,239	 	 	 	34,239	 
	44 CBI Venezolana
	 	8043	 	Vzlano de Credito	 	Operadora Cerro Negro	 	Labor	 	28-Jun-05	 	31-Dec-06	 	VZB	 	 	82,235,724	 	 	 	38,273	 
	44 CBI Venezolana
	 	32-47439	 	Seguros Mercantil	 	PDVSA	 	Performance	 	15-Aug-01	 	15-Aug-06	 	VZB	 	 	220,216,493	 	 	 	102,489	 
	44 CBI Venezolana
	 	01-16-104097	 	Seguros Mercantil	 	Operadora Cerro Negro	 	Performance	 	26-Jul-04	 	28-May-07	 	VZB	 	 	100,427,616	 	 	 	46,739	 
	44 CBI Venezolana
	 	01-16-104230	 	Seguros Mercantil	 	Petrolera Ameriven	 	Performance	 	22-Jun-04	 	22-Jun-07	 	VZB	 	 	263,922,755	 	 	 	122,830	 
	44 CBI Venezolana
	 	01-16-101635	 	Seguros Mercantil	 	Petrozuata	 	Performance	 	19-Jun-03	 	19-Jun-07	 	VZB	 	 	110,299,404	 	 	 	51,333	 
	44 CBI Venezolana
	 	01-16-104943	 	Seguros Mercantil	 	Operadora Cerro Negro	 	Performance	 	15-Apr-05	 	15-Apr-07	 	VZB	 	 	30,913,155	 	 	 	14,387	 
	44 CBI Venezolana
	 	35-16-100099	 	Seguros Mercantil	 	SINCOR	 	Performance	 	01-Jun-02	 	01-Jun-07	 	VZB	 	 	651,277,127	 	 	 	303,104	 
	44 CBI Venezolana
	 	35-16-100100	 	Seguros Mercantil	 	SINCOR	 	Performance	 	01-Jun-02	 	01-Jun-07	 	VZB	 	 	181,955,155	 	 	 	84,682	 
	44 CBI Venezolana
	 	01-16-105944	 	Seguros Mercantil	 	Operadora Cerro Negro	 	Performance	 	15-Apr-05	 	15-Apr-07	 	 	 	 	29,730	 	 	 	29,730	 
	44 CBI Venezolana
	 	35-16-100097	 	Seguros Mercantil	 	SINCOR	 	Performance	 	01-Jun-02	 	01-Jun-07	 	 	 	 	356,785	 	 	 	356,785	 
	44 CBI Venezolana
	 	35-16-100098	 	Seguros Mercantil	 	SINCOR	 	Performance	 	01-Jun-02	 	01-Jun-07	 	 	 	 	51,832	 	 	 	51,832	 
	44 CBI Venezolana
	 	8321	 	Vzlano de Credito	 	PDVSA	 	Performance	 	25-Jan-06	 	01-Jul-07	 	VZB	 	 	1,338,935,910	 	 	 	623,141	 
	44 CBI Venezolana
	 	8322	 	Vzlano de Credito	 	PDVSA	 	Performance	 	25-Jan-06	 	01-Jul-07	 	VZB	 	 	537,585,579	 	 	 	250,192	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sub-total
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	9,474,576	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	42 CBI Americas Limited
	 	83036590	 	FEDERAL INSURANCE COMPANY (FED)	 	Estado Libre Asociado de Puerto Rico	 	License/Permit	 	04-Oct-05	 	04-Oct-06	 	 	 	 	12,125	 	 	 	12,125	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sub-total
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	12,125	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	45 Central Trading Company Ltd
	 	TB6436	 	ST. PAUL FIRE AND MARINE INSURANCE COMPANY (SFM)	 	Commonwealth Construction Canada LTD	 	Maintenance	 	25-Jan-04	 	25-Jul-06	 	 	 	 	443,134	 	 	 	443,134	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sub-total
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	443,134	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20 CBI Company Ltd
	 	83036024	 	FEDERAL INSURANCE COMPANY (FED)	 	Common Wealth of Puerto Rico, Department of Treasurery	 	Tax	 	08-Apr-05	 	14-Apr-07	 	 	 	 	30,000	 	 	 	30,000	 
	20 CBI Company Ltd
	 	TB6438	 	ST. PAUL FIRE AND MARINE INSURANCE COMPANY (SFM)	 	Commonwealth Construction Canada, Ltd	 	Maintenance	 	25-Jan-04	 	19-Aug-06	 	 	 	 	134,867	 	 	 	134,867	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sub-total
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	164,867	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	60 CBI Philippines Inc
	 	G(13)-000001612	 	Petrogen Insurance	 	Petron Corporation	 	Performance	 	05-Jul-05	 	30-Oct-06	 	PHP	 	 	28,378	 	 	 	28,378	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sub-total
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	28,378	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	312,125,424