exv10w2xdy



 







Exhibit 10.2(d)




EXECUTION COPY




WAIVER NO. 4




     THIS WAIVER NO. 4 is being executed and delivered as of May 31, 2006, by and among Chicago
Bridge and Iron Company N.V., a corporation organized under the laws of the Kingdom of the
Netherlands (the “Company”), certain Subsidiaries party thereto as Borrowers (the
“Subsidiary Borrowers”), JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA) as
Administrative Agent (the “Administrative Agent”) under the hereinafter identified and
defined Credit Agreement and the lenders party to said Credit Agreement. All capitalized terms
used herein without definition shall have the same meanings as set forth in the Credit Agreement.



W I T N E S S E T H:




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



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



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



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



CH1 3520229v.4




     1. Waiver. The Borrowers have informed the Lenders that Defaults or Unmatured
Defaults have occurred and are continuing, or are about to occur, under Sections 7.1(A)(i)(a),
7.1(A)(ii), 7.1(A)(iii), 7.1(A)(iv), 8.1(B) and 8.1(C) of the Credit Agreement as a result of the
Company’s failure to timely (a) file with the Commission its financial results and related
documents for the third and fourth quarters of its 2005 fiscal year, for its 2005 fiscal year and
for the first quarter of its 2006 fiscal year and (b) deliver to the Administrative Agent and the
Lenders the financial reports (including without limitation the plan and forecast) and related
documents required under the Credit Agreement for or during such periods (collectively, the
“Specified Defaults”). In accordance with the provisions of Section 9.2(i) of the Credit
Agreement, the Borrowers have requested that, subject to the terms hereof, the Required Lenders
waive the Specified Defaults and waive the application of the default rate of interest provided
under Section 2.10 of the Credit Agreement. The Required Lenders hereby agree to such limited
waiver and furthermore agree that, solely during the period commencing on November 14, 2005 and
ending at the end of the Waiver Period (as defined below) and notwithstanding anything contained in
Sections 2.1(A), 2.2(A), 3.2, 3.4, 3.5(A) and other applicable Sections of the Credit Agreement to
the contrary, (x) Section 5.3(B) of the Credit Agreement shall not be deemed to



 









 







apply to the representations and warranties contained in Sections 6.4 and 6.10 of the Credit
Agreement insofar as such Sections relate to the Company’s internally prepared financial statements
(and related statements, reports, certificates and documents) for its four fiscal quarter period
ending December 31, 2005, which have been delivered to the Lenders in connection with the prior
Waivers and the draft September 30, 2005 Form 10-Q and the draft December 31, 2005 Form 10-K which
are being delivered to the Lenders in connection with this Waiver (collectively, the “Unaudited
Statements”) and the financial information (and related statements, reports, certificates and
documents) which the Company has delivered to the Lenders on or prior to December 31, 2005 and
which the Company is currently in the process of investigating as disclosed to the Lenders, (y) the
last sentence of Section 5.3 of the Credit Agreement shall not be applicable and (z) the Company
and the Administrative Agent may agree to such modifications to the forms (as set forth in the
applicable Exhibits to the Credit Agreement) of Borrowing/Election Notice, request for the issuance
of a Letter of Credit and compliance certificate as are reasonably deemed appropriate by the
Company and the Administrative Agent to give effect to the foregoing clauses (x) and (y);
provided that this waiver shall (i) only remain in effect during the period (the
“Waiver Period”) commencing on the date hereof and expiring on the earlier of (a) the
occurrence of any Default or Unmatured Default other than one of the Specified Defaults and (b) the
Waiver Expiration Date and (ii) be subject to the receipt by the Administrative Agent of evidence
satisfactory to it that the requisite number of noteholders party to the Note Purchase Agreement
have duly executed and delivered an agreement to substantially the same effect as this waiver
agreement such that no default, event of default or unmatured default would exist under the Note
Purchase Agreement during the Waiver Period. As used herein, “Waiver Expiration Date”
means (a) September 30, 2006 with respect to the “plan and forecast” described in Section
7.1(A)(iv) of the Credit Agreement and (b) June 16, 2006 with respect to all other financial
statements and reports required under the Credit Agreement. Furthermore, the parties hereto agree
that from and after the date hereof until the earlier of the end of the Waiver Period and the date
of delivery to the Administrative Agent and the Lenders of the financial statements which are the
subject of the Specified Defaults, for purposes of calculating the Applicable Floating Rate Margin,
Applicable Eurodollar Margin, Applicable L/C Fee Percentage and Applicable Commitment Fee
Percentage under Section 2.14(D)(ii), the Leverage Ratio shall be determined based upon the
Unaudited Statements.



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



 









 





     2. Conditions of Effectiveness. This Waiver shall be deemed to have become effective
as of the date hereof, but such effectiveness shall be subject to the following conditions: (a) the
Administrative Agent shall have received (i) executed counterparts of this Waiver duly executed and
delivered by the Company, the Subsidiary Borrowers and the Required Lenders and executed
counterparts of the Reaffirmation attached hereto duly executed and delivered by the Subsidiary
Guarantors and (ii) the Unaudited Statements and (b) the Company shall have paid to the
Administrative Agent, for the benefit of each Lender which has delivered to the Administrative
Agent or the Administrative Agent’s counsel its executed signature page hereto by such time as is
required by the Administrative Agent, an amendment fee for each such consenting Lender.



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



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



     6. GOVERNING LAW. THE ADMINISTRATIVE AGENT ACCEPTS THIS WAIVER NO. 4, ON BEHALF OF
ITSELF AND THE LENDERS, AT CHICAGO, ILLINOIS BY ACKNOWLEDGING AND AGREEING TO IT THERE. ANY
DISPUTE BETWEEN ANY BORROWER AND THE ADMINISTRATIVE AGENT OR ANY LENDER ARISING OUT OF, CONNECTED
WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH,
THIS WAIVER, THE CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND WHETHER ARISING IN
CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS
(INCLUDING §735 ILCS 105/5-1 ET SEQ. BUT OTHERWISE WITHOUT REGARD TO THE CONFLICTS OF LAWS
PROVISIONS) OF THE STATE OF ILLINOIS.



[Signature Pages Follow]




 









 





     IN WITNESS WHEREOF, this Waiver No. 4 has been duly executed as of the day and year first
above written.



	 	 	 	 	 
	 	CHICAGO BRIDGE & IRON COMPANY N.V., as the Company

 	 
	 	By:  	/s/ Philip K. Asherman
 	 
	 	 	Name:  	Philip K. Asherman 	 
	 	 	Title:  	Authorized Signer 	 
	 



Signature Page to Waiver No. 4 to

Chicago Bridge & Iron Company N.V. et al

Amended and Restated Credit Agreement dated as of May 12, 2005





 










 







	 	 	 	 	 
	 	CB&I CONSTRUCTORS, INC., as a Subsidiary Borrower

 	 
	 	By:  	/s/ Luciano Reyes
 	 
	 	 	Name:  	Luciano Reyes 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	CBI SERVICES, INC., as a Subsidiary Borrower

 	 
	 	By:  	/s/ Terrence G. Browne
 	 
	 	 	Name:  	Terrence G. Browne 	 
	 	 	Title:  	Treasurer 	 
	 
	 	CHICAGO BRIDGE & IRON COMPANY (DELAWARE), as a Subsidiary Borrower

 	 
	 	By:  	/s/ Luciano Reyes
 	 
	 	 	Name:  	Luciano Reyes 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	CB&I TYLER COMPANY, as a Subsidiary Borrower

 	 
	 	By:  	/s/ Luciano Reyes
 	 
	 	 	Name:  	Luciano Reyes 	 
	 	 	Title:  	Treasurer 	 
	 
	 	CHICAGO BRIDGE & IRON COMPANY B.V., as a Subsidiary Borrower

 	 
	 	By:  	/s/ Philip K. Asherman
 	 
	 	 	Name:  	Philip K. Asherman 	 
	 	 	Title:  	Managing Director 	 
	 



Signature Page to Waiver No. 4 to

Chicago Bridge & Iron Company N.V. et al

Amended and Restated Credit Agreement dated as of May 12, 2005





 









 





	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, NA), as Administrative Agent and as a Lender

 	 
	 	By:  	/s/ H. David Jones
 	 
	 	 	Name:  	H. David Jones 	 
	 	 	Title:  	Vice President 	 
	 
	 	BANK OF AMERICA, N.A., as Syndication Agent and as a Lender

 	 
	 	By:  	/s/ Patrick Martin
 	 
	 	 	Name:  	Patrick Martin 	 
	 	 	Title:  	Vice President 	 
	 
	 	BANK OF MONTREAL, as a Documentation Agent and as a Lender

 	 
	 	By:  	/s/ Joann Holman
 	 
	 	 	Name:  	Joann Holman 	 
	 	 	Title:  	Director 	 
	 
	 	WELLS FARGO BANK, N.A., as a Documentation Agent and as a Lender

 	 
	 	By:  	/s/ Brad S. Thompson
 	 
	 	 	Name:  	Brad S. Thompson 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Waiver No. 4 to

Chicago Bridge & Iron Company N.V. et al

Amended and Restated Credit Agreement dated as of May 12, 2005





 









 





	 	 	 	 	 
	 	BNP PARIBAS, as a Documentation Agent and as a Lender

 	 
	 	By:  	/s/ Pierre-Nicholas Rogers
 	 
	 	 	Name:  	Pierre-Nicholas Rogers 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                                      /s/ Jamie Dillon
 	 
	 	 	Name:  	Jamie Dillon 	 
	 	 	Title:  	Managing Director 	 
	 
	 	THE ROYAL BANK OF SCOTLAND plc , as a Documentation Agent and as a Lender

 	 
	 	By:  	/s/ Paul McDonagh
 	 
	 	 	Name:  	Paul McDonagh 	 
	 	 	Title:  	Managing Director 	 
	 
	 	FORTIS CAPITAL CORP., as a Lender

 	 
	 	By:  	                    /s/ Trond Rokholt
 	 
	 	 	Name:  	Trond Rokholt 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                   /s/ Steven Silverstein
 	 
	 	 	Name:  	Steven Silverstein 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Waiver No. 4 to

Chicago Bridge & Iron Company N.V. et al

Amended and Restated Credit Agreement dated as of May 12, 2005





 









 





	 	 	 	 	 
	 	CREDIT SUISSE, Cayman Islands Branch (formerly known as CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch), as a Lender

 	 
	 	By:  	/s/ Thomas Cantello
 	 
	 	 	Name:  	Thomas Cantello 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                        /s/ James Neira
 	 
	 	 	Name:  	James Neira 	 
	 	 	Title:  	Associate 	 
	 
	 	BARCLAYS BANK plc, as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CALYON NEW YORK BRANCH, as a Lender

 	 
	 	By:  	/s/ Bertrand Cord'homme
 	 
	 	 	Name:  	Bertrand Cord'homme 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                      /s/ Michael Willis
 	 
	 	 	Name:  	Michael Willis 	 
	 	 	Title:  	Vice President 	 
	 
	 	UBS LOAN FINANCE LLC, as a Lender

 	 
	 	By:  	/s/ Richard L. Tavrow
 	 
	 	 	Name:  	Richard L. Tavrow 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                          /s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director 	 
	 



Signature Page to Waiver No. 4 to

Chicago Bridge & Iron Company N.V. et al

Amended and Restated Credit Agreement dated as of May 12, 2005





 









 





	 	 	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	/s/ W.J. Bowne
 	 
	 	 	Name:  	W.J. Bowne 	 
	 	 	Title:  	Managing Director 	 
	 
	 	REGIONS BANK, as a Lender

 	 
	 	By:  	/s/ Keith S. Page
 	 
	 	 	Name:  	Keith S. Page 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	ALLIED IRISH BANK, PLC, as a Lender

 	 
	 	By:  	/s/ Shreya Shah
 	 
	 	 	Name:  	Shreya Shah 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                        /s/ Gregory J. Wiske
 	 
	 	 	Name:  	Gregory J. Wiske 	 
	 	 	Title:  	Vice President 	 
	 
	 	THE NORTHERN TRUST COMPANY, as a Lender

 	 
	 	By:  	/s/ Paul H. Theiss
 	 
	 	 	Name:  	Paul H. Theiss 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Waiver No. 4 to

Chicago Bridge & Iron Company N.V. et al

Amended and Restated Credit Agreement dated as of May 12, 2005





 









 





	 	 	 	 	 
	 	STANDARD CHARTERED BANK, as a Lender

 	 
	 	By:  	/s/ Frieda Youlios
 	 
	 	 	Name:  	Frieda Youlios 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                    /s/ Robert K. Reddington
 	 
	 	 	Name:  	Robert K. Reddington 	 
	 	 	Title:  	AVP/Credit Documentation

Credit Risk Control

Standard Chartered Bank N.Y. 	 
	 
	 	ABU DHABI INTERNATIONAL BANK INC, as a Lender

 	 
	 	By:  	/s/ David J. Young
 	 
	 	 	Name:  	David J. Young 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                      /s/ Nagy S. Kolta
 	 
	 	 	Name:  	Nagy S. Kolta 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	AMEGY BANK NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	/s/ Jill S. Vaughan
 	 
	 	 	Name:  	Jill S. Vaughan 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	BANK OF NEW YORK, as a Lender

 	 
	 	By:  	/s/ Kevin Higgins
 	 
	 	 	Name:  	Kevin Higgins 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Waiver No. 4 to

Chicago Bridge & Iron Company N.V. et al

Amended and Restated Credit Agreement dated as of May 12, 2005





 









 





	 	 	 	 	 
	 	CAPITAL ONE, N.A., as a Lender

 	 
	 	By:  	/s/ Debra Halling
 	 
	 	 	Name:  	Debra Halling 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	WOODFOREST NATIONAL BANK, as a Lender

 	 
	 	By:  	/s/ Dan E. Hauser
 	 
	 	 	Name:  	Dan E. Hauser 	 
	 	 	Title:  	President 	 
	 



Signature Page to Waiver No. 4 to

Chicago Bridge & Iron Company N.V. et al

Amended and Restated Credit Agreement dated as of May 12, 2005





 










 







REAFFIRMATION




     Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Waiver No. 4 in
connection with that certain Amended and Restated Credit Agreement dated as of May 12, 2005 (as the
same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”) by and among Chicago Bridge and Iron Company N.V. (the “Company”), certain
Subsidiaries of the Company party thereto as Borrowers (the “Subsidiary Borrowers”), JPMorgan Chase
Bank, N.A. (successor by merger to Bank One, NA) as Administrative Agent (the “Administrative
Agent”) under the Credit Agreement and the lenders party to said Credit Agreement, which Waiver No.
4 is dated as of May 31, 2006 (the “Waiver”). Capitalized terms used in this Reaffirmation and not
defined herein shall have the meanings given to them in the Credit Agreement. Without in any way
establishing a course of dealing by the Administrative Agent or any Lender, each of the undersigned
consents to the Waiver and reaffirms the terms and conditions of the Guaranty and any other Loan
Document executed by it and acknowledges and agrees that such agreement and each and every such
Loan Document executed by the undersigned in connection with the Credit Agreement remains in full
force and effect and is hereby reaffirmed, ratified and confirmed. All references to the Credit
Agreement contained in the above-referenced documents shall be a reference to the Credit Agreement
as so modified by the Waiver and as the same may from time to time hereafter be amended, modified
or restated.



[signature pages follow]




 









 





CHICAGO BRIDGE & IRON COMPANY N.V.





			
	By:	 	/s/ Philip K. Asherman 






Name: Philip K. Asherman

Title: Authorized Signer




CHICAGO BRIDGE & IRON COMPANY

a Delaware corporation





			
	By:	 	/s/ Luciano Reyes 






Name: Luciano Reyes

Title: Vice President and Treasurer




CHICAGO BRIDGE & IRON COMPANY (DELAWARE)





			
	By:	 	/s/ Luciano Reyes 






Name: Luciano Reyes

Title: Vice President and Treasurer




CB&I TYLER COMPANY





			
	By:	 	/s/ Luciano Reyes 






Name: Luciano Reyes

Title: Treasurer




CB&I CONSTRUCTORS, INC.





			
	By:	 	/s/ Luciano Reyes 






Name: Luciano Reyes

Title: Vice President and Treasurer




 









 





CBI SERVICES, INC.





			
	By:	 	/s/ Terrence G. Browne 






Name: Terrence G. Browne

Title: Treasurer




CHICAGO BRIDGE & IRON COMPANY

an Illinois corporation





			
	By:	 	/s/ Luciano Reyes 






Name: Luciano Reyes

Title: Vice President and Treasurer




HORTON CBI, LIMITED





			
	By:	 	/s/ James W. House 






Name: James W. House

Title: Treasurer




CBI VENEZOLANA, S.A.





			
	By:	 	/s/ Orlando Gomes 






Name: Orlando Gomes

Title: Treasurer




CBI EASTERN ANSTALT





			
	By:	 	/s/ Alan R. Black 






Name: Alan R. Black

Title: Director




CBI CONSTRUCTORS PTY, LTD.





			
	By:	 	/s/ Ross Adame 






Name: Ross Adame

Title: Director




 









 





LEALAND FINANCE COMPANY B.V.





			
	By:	 	/s/ Peter K. Bennet 






Name: Peter K. Bennett

Title: Managing Director




CB&I (EUROPE) B.V.





			
	By:	 	/s/ Alan R. Black 






Name: Alan R. Black

Title: Director




ARABIAN GULF MATERIAL SUPPLY COMPANY, LTD.





			
	By:	 	/s/ Harold Paul Mercer 






Name: Harold Paul Mercer

Title: Director




ASIA PACIFIC SUPPLY CO.





			
	By:	 	/s/ Timothy J. Moran 






Name: Timothy J. Moran

Title: Treasurer




CBI COMPANY LTD.





			
	By:	 	/s/ Luciano Reyes 






Name: Luciano Reyes

Title: Treasurer




CBI CONSTRUCCIONES S.A.





			
	By:	 	/s/ Jose Manuel Tappata 






Name: Jose Manuel Tappata

Title: Director




 









 





CBI CONSTRUCTORS LIMITED





			
	By:	 	/s/ Peter K. Bennett 






Name: Peter K. Bennett

Title: Director




CBI HOLDINGS (U.K.) LIMITED





			
	By:	 	/s/ Timothy J. Moran 






Name: Timothy J. Moran

Title: Director




CBI OVERSEAS, LLC





			
	By:	 	/s/ Peter Han 






Name: Peter Han

Title: Group Vice President




CENTRAL TRADING COMPANY, LTD.





			
	By:	 	/s/ Luciano Reyes 






Name: Luciano Reyes

Title: Vice President and Treasurer




CHICAGO BRIDGE & IRON (ANTILLES) N.V.





			
	By:	 	/s/ Philip K. Asherman 






Name: Philip K. Asherman

Title: Managing Director




CHICAGO BRIDGE & IRON COMPANY B.V.





			
	By:	 	/s/ Philip K. Asherman 






Name: Philip K. Asherman

Title: Managing Director




 









 





CMP HOLDINGS B.V.





			
	By:	 	/s/ Alan R. Black 






Name: Alan R. Black

Title: Director




PACIFIC RIM MATERIAL SUPPLY COMPANY, LTD.





			
	By:	 	/s/ Harold Paul Mercer 






Name: Harold Paul Mercer

Title: Director




HOWE-BAKER INTERNATIONAL, L.L.C.





			
	By:	 	/s/ Luke V. Scorsone 






Name: Luke V. Scorsone

Title: President




HOWE-BAKER ENGINEERS, LTD.

By and through its General Partner,

Howe-Baker Management, L.L.C.





			
	By:	 	/s/ Luke V. Scorsone 






Name: Luke V. Scorsone

Title: President




HOWE-BAKER HOLDINGS, L.L.C.





			
	By:	 	/s/ Luke V. Scorsone 






Name: Luke V. Scorsone

Title: President




HOWE-BAKER MANAGEMENT, L.L.C.





			
	By:	 	/s/ Luke V. Scorsone 






Name: Luke V. Scorsone

Title: President




HBI HOLDINGS, L.L.C.





			
	By:	 	/s/ Luke V. Scorsone 






Name: Luke V. Scorsone

Title: President




 









 





CONSTRUCTORS INTERNATIONAL, L.L.C.





			
	By:	 	/s/ Luke V. Scorsone 






Name: Luke V. Scorsone

Title: President




MATRIX ENGINEERING, LTD.





			
	By:	 	/s/ Scott T. Baker 






Name: Scott T. Baker

Title: President




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





			
	By:	 	/s/ Scott T. Baker 






Name: Scott T. Baker

Title: President




A&B BUILDERS, LTD.





			
	By:	 	/s/ James D. Gibson 






Name: James D. Gibson

Title: President




MATRIX MANAGEMENT SERVICES, L.L.C.





			
	By:	 	/s/ Dennis C. Planic 






Name: Dennis C. Planic

Title: Vice President — Finance, Treasurer and CFO




SOUTHERN TROPIC MATERIAL SUPPLY COMPANY, LTD.





			
	By:	 	/s/ Alan R. Black 






Name: Alan R. Black

Title: Treasurer




CB&I (NIGERIA) LIMITED





			
	By:	 	/s/ Peter R. Rano 






Name: Peter R. Rano

Title: Director




 









 





CHICAGO BRIDGE & IRON (ESPANA) S.A.





			
	By:	 	/s/ Alan R. Black 






Name: Alan R. Black

Title: Director




CBI (PHILLIPINES), INC.





			
	By:	 	/s/ Alan R. Black 






Name: Alan R. Black

Title: Treasurer




CB&I JOHN BROWN LIMITED





			
	By:	 	/s/ Colin L. Astin 






Name: Colin L. Astin

Title: Director




MORSE CONSTRUCTION GROUP, INC.





			
	By:	 	/s/ Terrence G. Browne 






Name: Terrence G. Browne

Title: Treasurer




CBI HUNGARY HOLDING LIMITED LIABILITY COMPANY





			
	By:	 	/s/ Raymond Buckley 






Name: Raymond Buckley

Title: Director




CBI LUXEMBOURG S.A.R.L.





			
	By:	 	/s/ Timothy J. Moran 






Name: Timothy J. Moran

Title: Managing Director




 









 





CB&I FINANCE COMPANY LIMITED





			
	By:	 	/s/ Alan R. Black 






Name: Alan R. Black

Title: Managing Director




CBI AMERICAS, LTD.





			
	By:	 	/s/ Luciano Reyes 






Name: Luciano Reyes

Title: Treasurer




CSA TRADING COMPANY, LTD.





			
	By:	 	/s/ Luciano Reyes 






Name: Luciano Reyes

Title: Treasurer




CB&I WOODLANDS L.L.C.





			
	By:	 	/s/ Luciano Reyes 






Name: Luciano Reyes

Title: Treasurer




WOODLANDS INTERNATIONAL INSURANCE COMPANY LIMITED





			
	By:	 	/s/ Robert Havlick 






Name: Robert Havlick

Title: Director




OCEANIC CONTRACTORS, INC.





			
	By:	 	/s/ Luciano Reyes 






Name: Luciano Reyes

Title: Treasurer