exv10w1xdy



 







Exhibit 10.1(d)




EXECUTION COPY




CHICAGO BRIDGE & IRON COMPANY N.V.

CHICAGO BRIDGE & IRON COMPANY (DELAWARE)

CBI SERVICES, INC.

CB&I CONSTRUCTORS, INC.

CB&I TYLER COMPANY




LIMITED WAIVER




$75,000,000 Original Principal Amount

7.34% Senior Notes, due July 15, 2007




Dated as of May 30, 2006




To the Holders of Senior Notes
  
of Chicago Bridge & Iron Company (Delaware),
  
CBI Services, Inc., CB&I Constructors, Inc. and
  
CB&I Tyler Company Named
  
in the Attached Schedule I



Ladies and Gentlemen:




     Reference is made to the Note Purchase Agreement dated as of July 1, 2001 among Chicago Bridge
& Iron Company N.V., a company organized under the laws of the Kingdom of the Netherlands having
its corporate seat in Amsterdam (the “Company”), Chicago Bridge & Iron Company (Delaware), a
Delaware corporation, CBI Services, Inc., a Delaware corporation, CB&I Constructors, Inc., a Texas
corporation, CB&I Tyler Company, a Delaware corporation (each of the foregoing being a Wholly Owned
Subsidiary of the Company and referred to collectively as the “Co-Obligors”), and the Purchasers
named in Schedule A thereto (the “Note Purchase Agreement”). You are the holders of the
Co-Obligors’ 7.34% Senior Notes, due July 15, 2007 (the “Notes”) in the unpaid principal amount set
forth opposite your name in the attached Schedule I. You are referred to herein individually as a
“Holder” and collectively as the “Holders.” Capitalized terms used and not otherwise defined
herein shall have the meanings ascribed to them in the Note Purchase Agreement.



     The Company and the Co-Obligors have advised the Holders that the Company can not timely
comply with the provisions of Section 7.1(a) (Quarterly Statements) of the Note Purchase Agreement,
Section 7.1(b) (Annual Statements) of the Note Purchase Agreement and Section 7.2 (Officer’s
Certificate) of the Note Purchase Agreement with respect to delivery of the financial statements
for the quarterly fiscal periods ended September 30, 2005 and March 31, 2006 and the



 









 







fiscal year ended December 31, 2005. The Holders granted a waiver of Section 7.1(a) (Quarterly
Statements) of the Note Purchase Agreement and Section 7.2 (Officer’s Certificate) of the Note
Purchase Agreement pursuant to the Limited Waiver dated as of January 13, 2006 among the Company,
the Co-Obligors and the Holders, that expires on April 1, 2006. The Holders granted a further
waiver of compliance by the Company with Section 7.1(a) (Quarterly Statements), Section 7.1(b)
(Annual Statements) and Section 7.2 (Officer’s Certificate) of the Note Purchase Agreement pursuant
to the Limited Waiver dated as of March 30, 2006 among the Company, the Co-Obligors and the
Holders, that expires on May 31, 2006. The Company and the Co-Obligors have requested a further
waiver of compliance by the Company with Section 7.1(a) (Quarterly Statements), Section 7.1(b)
(Annual Statements) and Section 7.2 (Officer’s Certificate) of the Note Purchase Agreement and the
Holders are willing to grant such additional waiver, on the terms contained herein. The Company
and the Co-Obligors have requested a comparable waiver from the parties to the Credit Agreement.



     In consideration of the premises and for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the Company, the Co-Obligors and the Holders agree as
follows:



1. LIMITED WAIVER




     The Holders waive, until the date specified in Section 3.2, any Default or Event of Default
caused solely by (x) the Company’s failure to timely comply with the provisions of Section 7.1(a)
(Quarterly Statements), 7.1(b) (Annual Statements) and Section 7.2 (Officer’s Certificate) of the
Note Purchase Agreement with respect to the delivery of the financial statements for the quarterly
fiscal periods ended September 30, 2005 and March 31, 2006 and for the fiscal year ended December
31, 2005 or (y) any inaccuracy in any of the Company’s internally prepared financial statements
(and related statements, reports, certificates and documents) for its four fiscal quarter period
ending December 31, 2005 that were delivered to the Holders in connection with earlier Waivers and
the draft September 30, 2005 Form 10-Q and draft December 31, 2005 Form 10-K (and related
statements, reports, certificates and documents) that are being delivered to the Holders in
connection with this Waiver and the financial information (and related statements, reports,
certificates and documents) that the Company has delivered to the Holders on or prior to December
31, 2005 and that the Company is currently in the process of investigating as disclosed to the
Holders. This Limited Waiver is limited to its terms and shall not constitute a waiver of any
other term, condition, representation or covenant under the Note Purchase Agreement or any of the
other agreements, documents or instruments executed and delivered in connection therewith. This
Limited Waiver shall not continue beyond the date specified in Section 3.2.



2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE CO-OBLIGORS; REAFFIRMATION; COVENANTS




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



2









 





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



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



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



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



3. CONDITIONS TO EFFECTIVENESS; LIMITED WAIVER EFFECTIVENESS




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




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




     (b) The Company shall have delivered to you a copy of a waiver to the Credit Agreement
executed by the Company, the Subsidiaries party thereto and the financial institutions party
thereto waiving until the date specified in Section 3.2, all defaults and events of default
caused solely by the Company’s failure to timely deliver the financial statements for the
quarterly fiscal periods ended September 30, 2005 and March 31, 2006 and for the fiscal year
ended December 31, 2005.




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



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



3









 





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



	 	 	 	 	 
	 	CHICAGO BRIDGE & IRON COMPANY N.V.

 	 
	 	By:  	/s/ Philip K. Asherman
 	 
	 	 	Name:  	Philip K. Asherman 	 
	 	 	Title:  	Authorized Signer 	 
	 
	 	CHICAGO BRIDGE & IRON COMPANY (DELAWARE)

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

 	 
	 	By:  	/s/ Terrence G. Browne
 	 
	 	 	Name:  	Terrence G. Browne 	 
	 	 	Title:  	Treasurer 	 
	 
	 	CB&I CONSTRUCTORS, INC.

 	 
	 	By:  	/s/ Luciano Reyes
 	 
	 	 	Name:  	Luciano Reyes 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	CB&I TYLER COMPANY

 	 
	 	By:  	/s/ Luciano Reyes
 	 
	 	 	Name:  	Luciano Reyes 	 
	 	 	Title:  	Treasurer 	 
	 




S-1









 





	 	 	 	 	 
	ALLSTATE LIFE INSURANCE COMPANY	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	Title:

	 	Authorized Signatory	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	Title:

	 	Authorized Signatory	 	 






S-2









 





	 	 	 	 	 
	TRANSAMERICA LIFE INSURANCE COMPANY
	 
	 	 	 	 
	By:

	 	/s/ Frederick B. Howard	 	 
	 

	 	 	 	 
	Name:

	 	Frederick B. Howard	 	 
	Title:

	 	Vice President	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
	 
	 	 	 	 
	By:

	 	/s/ Frederick B. Howard	 	 
	 

	 	 	 	 
	Name:

	 	Frederick B. Howard	 	 
	Title:

	 	Vice President	 	 






S-3









 





	 	 	 	 	 
	NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
	 
	 	 	 	 
	By:

	 	/s/ Wayne T. Frisbee	 	 
	 

	 	 	 	 
	Name:

	 	Wayne T. Frisbee	 	 
	Title:

	 	Authorized Signatory	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	NATIONWIDE LIFE INSURANCE COMPANY
	 
	 	 	 	 
	By:

	 	/s/ Wayne T. Frisbee	 	 
	 

	 	 	 	 
	Name:

	 	Wayne T. Frisbee	 	 
	Title:

	 	Authorized Signatory	 	 






S-4









 





	 	 	 	 	 
	PHOENIX LIFE INSURANCE COMPANY
	 
	 	 	 	 
	By:

	 	/s/ Christopher Wilkos	 	 
	 

	 	 	 	 
	Name:

	 	Christopher Wilkos	 	 
	Title:

	 	Sr. Vice President	 	 






S-5









 





	 	 	 	 	 
	THRIVENT FINANCIAL FOR LUTHERANS,

successor by merger to Lutheran Brotherhood
	 
	 	 	 	 
	By:

	 	/s/ Mark A. Swenson	 	 
	 

	 	 	 	 
	Name:

	 	Mark A. Swenson	 	 
	Title:

	 	Vice President	 	 






S-6









 






	 	 	 	 	 
	AMERICAN UNITED LIFE INSURANCE COMPANY
	 
	 	 	 	 
	By:

	 	/s/ Michael I. Bullock	 	 
	 

	 	 	 	 
	Name:

	 	Michael I. Bullock	 	 
	Title:

	 	V.P. Private Placements	 	 






S-7









 






	 	 	 	 	 
	MODERN WOODMEN OF AMERICA
	 
	 	 	 	 
	By:

	 	/s/ Michael E. Dau	 	 
	 

	 	 	 	 
	Name:

	 	Michael E. Dau	 	 
	Title:

	 	Manager — Securities Division	 	 






S-8









 





SCHEDULE I




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