exv10w16wc

Section (h) — Off-Balance Sheet Liabilities

Sale and Leaseback of Plainfield Facility

Approximately

Section (j) — Disqualified Stock

EXHIBIT A-3

AMENDED AND RESTATED CREDIT AGREEMENT

Mandatory Cost

1.		The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank.

2.		On the first day of each Interest Period (or as soon as possible thereafter) the Administrative Agent shall calculate, as a percentage rate, a rate (the “Associated Costs Rate”) for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Administrative Agent as a weighted average of the Lenders’ Associated Costs Rates (weighted in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum.

3.		The Associated Costs Rate for any Lender lending from a Facility Office in a Participating Member State will be the percentage notified by that Lender to the Administrative Agent. This percentage will be certified by that Lender in its notice to the Administrative Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender’s participation in all Loans made from that Facility Office) of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that Facility Office.

4.		The Associated Costs Rate for any Lender lending from a Facility Office in the United Kingdom will be calculated by the Administrative Agent as follows:

(a)

in relation to a Loan in Pounds Sterling:

			AB + C(B - D) + E x 0.01	per cent. per annum
			100 - (A + C)	per cent. per annum

(b)

in relation to a Loan in any currency other than Pounds Sterling:

			E x 0.01	per cent. per annum
			300	per cent. per annum

Where:

is the percentage of Eligible Liabilities (assuming these to be in excess of any stated minimum) which that Lender is from time to time required to maintain as an interest free cash ratio deposit with the Bank of England to comply with cash ratio requirements.

	B		is the percentage rate of interest (excluding the Applicable Eurodollar Margin and the Mandatory Cost and, if the Loan is an Unpaid Sum, the additional rate of interest specified in Section 2.13(c) payable for the relevant Interest Period on the Loan.

	C		is the percentage (if any) of Eligible Liabilities which that Lender is required from time to time to maintain as interest bearing Special Deposits with the Bank of England.

	D		is the percentage rate per annum payable by the Bank of England to the Administrative Agent on interest bearing Special Deposits.

	E		is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Administrative Agent as being the average of the most recent rates of charge supplied by the Reference Banks to the Administrative Agent pursuant to paragraph 7 below and expressed in pounds per £1,000,000.

For the purposes of this Schedule:

	(a)		“Eligible Liabilities” and “Special Deposits” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

	(b)		“Facility Office” means the office or offices notified by a Lender to the Administrative Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

	(c)		“Fees Rules” means the rules on periodic fees contained in the FSA Supervision Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;

	(d)		“Fee Tariffs” means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate);

	(e)		“Participating Member State” means any member state of the European Union that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Union relating to economic and monetary union.

	(f)		“Reference Banks” means, in relation to Mandatory Cost, the principal London offices of JPMorgan Chase Bank, National Association

	(g)		“Tariff Base” has the meaning given to it in, and will be calculated in accordance with, the Fees Rules.

	(h)		“Unpaid Sum” means any sum due and payable but unpaid by the relevant Borrower under the Loan Documents.

6.		In application of the above formulae, A, B, C and D will be included in the formulae as percentages (i.e. 5 per cent. will be included in the formula as 5 and not as 0.05). A negative result obtained by subtracting D from B shall be taken as zero. The resulting figures shall be rounded to four decimal places.

7.		If requested by the Administrative Agent, each Reference Bank shall, as soon as practicable after publication by the Financial Services Authority, supply to the Administrative Agent, the rate of charge payable by that Reference Bank to the Financial Services Authority pursuant to the Fees Rules in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by that Reference Bank as being the average of the Fee Tariffs applicable to that Reference Bank for that financial year) and expressed in pounds per £1,000,000 of the Tariff Base of that Reference Bank.

8.		Each Lender shall supply any information required by the Administrative Agent for the purpose of calculating its Associated Costs Rate. In particular, but without limitation, each Lender shall supply the following information on or prior to the date on which it becomes a Lender:

	(i)		the jurisdiction of its Facility Office; and

	(j)		any other information that the Administrative Agent may reasonably require for such purpose.

Each Lender shall promptly notify the Administrative Agent of any change to the information provided by it pursuant to this paragraph.

9.		The percentages of each Lender for the purpose of A and C above and the rates of charge of each Reference Bank for the purpose of E above shall be determined by the Administrative Agent based upon the information supplied to it pursuant to paragraphs 7 and 8 above and on the assumption that, unless a Lender notifies the Administrative Agent to the contrary, each Lender’s obligations in relation to cash ratio deposits and Special Deposits are the same as those of a typical bank from its jurisdiction of incorporation with a Facility Office in the same jurisdiction as its Facility Office.

10.		The Administrative Agent shall have no liability to any person if such determination results in an Associated Costs Rate which over or under compensates any Lender and shall be entitled to assume that the information provided by any Lender or Reference Bank pursuant to paragraphs 3, 7 and 8 above is true and correct in all respects.

11.		The Administrative Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the Associated Costs Rate for each Lender based on the information provided by each Lender and each Reference Bank pursuant to paragraphs 3, 7 and 8 above.

EXHIBIT B

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Form of Borrowing/Election Notice

TO:

JPMorgan Chase Bank, National Association, as contractual representative (the “Administrative Agent”) under that certain Second Amended and Restated Credit Agreement dated as of October 13, 2006 by and among Chicago Bridge & Iron Company N.V., the Subsidiary Borrowers from time to time parties thereto, the financial institutions from time to time parties thereto as lenders (the “Lenders”) and the Administrative Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).

The undersigned Borrower hereby gives to the Administrative Agent [and the Swing Line Bank] a [Borrowing/Election Notice pursuant to Section 2.2] [a Borrowing/Election Notice pursuant to Section 2.7] [Borrowing/Election Notice pursuant to Section 2.9(D)] of the Credit Agreement, and such Borrower hereby requests to [borrow] [convert] [continue] on , (the “Borrowing Date”) from the Lenders on a pro rata basis an aggregate principal amount of:

(a)

[US $_______________] in Revolving Loans as a

	o		Floating Rate Advance

	o		Eurodollar Rate Advance

•

Applicable Interest Period of _____ month(s).

(b)

$ ___________________ in Swing Line Loans as a Floating Rate Advance.

The undersigned hereby certifies to the Administrative Agent and the Lenders that (i) the representations and warranties of the undersigned contained in Article VI of the Credit Agreement are and shall be true and correct on and as of the date hereof and on and as of the Borrowing Date (unless such representation and warranty is made as of a specified date, in which case, such representation and warranty shall be true and correct as of such date) except for changes in the Schedules to the Credit Agreement affecting transactions permitted by or not in violation of the Credit Agreement; (ii) no Default or Unmatured Default has occurred and is continuing on the date hereof or on the Borrowing Date or will result from the making of the proposed Advance; and (iii) the conditions set forth in Sections 5.2 and 5.3, as applicable, of the Credit Agreement have been satisfied.

EXHIBIT C

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Form of Request for Letter of Credit

TO:

____________________¹, an Issuing Bank under that certain Second Amended and Restated Credit Agreement dated as of October 13, 2006 by and among Chicago Bridge & Iron Company N.V., the Subsidiary Borrowers from time to time parties thereto, the financial institutions from time to time parties thereto as lenders (the “Lenders”) and JPMorgan Chase Bank, National Association, as contractual representative for itself and the other Lenders (the “Administrative Agent”) (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) and

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent
JPMorgan Securities Inc.
707 Travis Street
Houston, Texas 77002
Attn: Loretta Herbert
Telecopier: (713) 216-7500
Confirmation: (713) 216-1473

Pursuant to Section 3.4 of the Credit Agreement, the undersigned Borrower hereby gives to the Issuing Bank a request for issuance of a [Financial][Performance]Letter of Credit on behalf of such Borrower for the benefit of ________________², in the amount of [US $ _____][_____ in the following Agreed Currency: _____], with an effective date of _____, _____ (the “Effective Date”) and an expiry date of _____, _____.

The undersigned hereby certifies that (i) the representations and warranties of the undersigned contained in Article VI of the Credit Agreement are and shall be true and correct on and as of the date hereof and on and as of the Effective Date (unless such representation and warranty is made as of a specified date, in which case, such representation and warranty shall be true and correct as of such date) except for changes in the Schedules to the Credit Agreement affecting transactions permitted by or not in violation of the Credit Agreement; (ii) no Default or Unmatured Default has occurred and is continuing on the date hereof or on the Effective Date or will result from the issuance of the proposed Letter of Credit; and (iii) the conditions set forth in Sections 3.4, 5.2 and 5.3 of the Credit Agreement have been satisfied.


¹		Insert name of Issuing Bank.

²		Insert name of beneficiary (which may include a Subsidiary).

EXHIBIT D

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Form of Assignment and Acceptance Agreement

This Assignment Agreement (this “Assignment Agreement”) between _________________________ (the “Assignor”) and ________________________ (the “Assignee”) is dated as of _______________, 20___. The parties hereto agree as follows:

(1) PRELIMINARY STATEMENT. The Assignor is a party to an Amended and Restated Credit Agreement (which, as it may be amended, modified, renewed or extended from time to time is herein called the “Credit Agreement”) described in Item 1 of Schedule 1 attached hereto (“Schedule 1”). Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement.

(2) ASSIGNMENT AND ASSUMPTION. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to the Assignor’s rights and obligations under the Credit Agreement and the other Loan Documents, such that after giving effect to such assignment the Assignee shall have purchased pursuant to this Assignment Agreement the percentage interest specified in Item 3 of Schedule 1 of all outstanding rights and obligations under the Credit Agreement and the other Loan Documents relating to the facilities listed in Item 3 of Schedule 1. The aggregate Commitment (or Loans, if the applicable Commitment has been terminated) purchased by the Assignee hereunder is set forth in Item 4 of Schedule 1.

(3) EFFECTIVE DATE. The effective date of this Assignment Agreement (the “Effective Date”) shall be the later of the date specified in Item 5 of Schedule 1 or two Business Days (or such shorter period agreed to by the Administrative Agent) after this Assignment Agreement, together with any consents required under the Credit Agreement, are delivered to the Administrative Agent. In no event will the Effective Date occur if the payments required to be made by the Assignee to the Assignor on the Effective Date are not made on the proposed Effective Date.

(4) PAYMENT OBLIGATIONS. In consideration for the sale and assignment of Loans hereunder, the Assignee shall pay the Assignor, on the Effective Date, the amount agreed to by the Assignor and the Assignee. On and after the Effective Date, the Assignee shall be entitled to receive from the Administrative Agent all payments of principal, interest and fees with respect to the interest assigned hereby. The Assignee will promptly remit to the Assignor any interest on Loans and fees received from the Administrative Agent which relate to the portion of the Commitment or Loans assigned to the Assignee hereunder for periods prior to the Effective Date and not previously paid by the Assignee to the Assignor. In the event that either party hereto receives any payment to which the other party hereto is entitled under this Assignment Agreement, then the party receiving such amount shall promptly remit it to the other party hereto.

(5) RECORDATION FEE. The Assignor and Assignee each agree to pay one-half of the recordation fee required to be paid to the Administrative Agent in connection with this Assignment Agreement unless otherwise specified in Item 6 of Schedule 1.

(6) REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE ASSIGNOR’S LIABILITY. The Assignor represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned by it hereunder, (ii) such interest is free and clear of any adverse claim created by the Assignor and (iii) the execution and delivery of this Assignment Agreement by the Assignor is duly authorized. It is understood and agreed that the assignment and assumption hereunder are made without recourse to the Assignor and that the Assignor makes no other representation or warranty of any kind to the Assignee. Neither the Assignor nor any of its officers, directors, employees, agents or attorneys shall be responsible for (i) the due execution, legality, validity, enforceability, genuineness, sufficiency or collectability of any Loan Document, including without limitation, documents granting the Assignor and the other Lenders a security interest in assets of the Borrowers or any guarantor, (ii) any representation, warranty or statement made in or in connection with any of the Loan Documents, (iii) the financial condition or creditworthiness of the Borrowers or any guarantor, (iv) the performance of or compliance with any of the terms or provisions of any of the Loan Documents, (v) inspecting any of the property, books or records of the Borrowers, (vi) the validity, enforceability, perfection, priority, condition, value or sufficiency of any collateral securing or purporting to secure the Loans or (vii) any mistake, error of judgment, or action taken or omitted to be taken in connection with the Loans or the Loan Documents. Such assignment is without recourse to the Assignor.

(7) REPRESENTATIONS AND UNDERTAKINGS OF THE ASSIGNEE. The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements requested by the Assignee and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Assignor or any other Lender and based on such documents and information at it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) confirms that the execution and delivery of this Assignment Agreement by the Assignee is duly authorized, (v) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender, (vi) agrees that its payment instructions and notice instructions are as set forth in the attachment to Schedule 1, (vii) confirms that none of the funds, monies, assets or other consideration being used

to make the purchase and assumption hereunder are “plan assets” as defined under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be “plan assets” under ERISA, (viii) agrees to indemnify and hold the Assignor harmless against all losses, costs and expenses (including, without limitation, reasonable attorneys’ fees) and liabilities incurred by the Assignor in connection with or arising in any manner from the Assignee’s non-performance of the obligations assumed under this Assignment Agreement, (ix) if applicable, attaches the forms prescribed by the Internal Revenue Service of the United States certifying that the Assignee is entitled to receive payments under the Loan Documents without deduction or withholding of any United States federal income taxes, (x) confirms, to the extent required under the Dutch Banking Act and the Dutch Exemption Regulation, it is a PMP, (xi) confirms it is aware that it does not benefit from the protection offered by the Dutch Banking Act to Lenders which are not PMPs, and (xii) it has made its own independent appraisal of risks arising under or in connection with any Loan Documents

(8) GOVERNING LAW. THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAW (INCLUDING, WITHOUT LIMITATION 735 ILCS 105/5-1 ET SEQ., BUT OTHERWISE WITHOUT REGARD TO LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.

(9) NOTICES. Notices shall be given under this Assignment Agreement in the manner set forth in the Credit Agreement. For the purpose hereof, the addresses of the parties hereto (until notice of a change is delivered) shall be the address set forth in the attachment to Schedule 1.

(10) COUNTERPARTS; DELIVERY BY FACSIMILE. This Assignment Agreement may be executed in counterparts. Transmission by facsimile of an executed counterpart of this Assignment Agreement shall be deemed to constitute due and sufficient delivery of such counterpart and such facsimile shall be deemed to be an original counterpart of this Assignment Agreement.

IN WITNESS WHEREOF, the duly authorized officers of the parties hereto have executed this Assignment Agreement by executing Schedule 1 hereto as of the date first above written.

EXHIBIT F

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Form of Officer’s Certificate

I, the undersigned, hereby certify that I am the of CHICAGO BRIDGE & IRON COMPANY N.V., a corporation duly organized and existing under the laws of the Kingdom of the Netherlands (the “Company”). Capitalized terms used herein and not otherwise defined herein are as defined in that that certain Second Amended and Restated Credit Agreement dated as of October 13, 2006 by and among the Company, the Subsidiary Borrowers from time to time parties thereto, the financial institutions from time to time parties thereto as lenders (the “Lenders”) and JPMorgan Chase Bank, National Association, as contractual representative for itself and the other Lenders (the “Administrative Agent”) (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).

I further certify on behalf of the Company, that as of the date hereof, to the best of my knowledge, after diligent inquiry of all relevant persons at the Company and its respective Subsidiaries, no Default or Unmatured Default exists [other than the following (describe the nature of the Default or Unmatured Default and the status thereof)].

IN WITNESS WHEREOF, I hereby subscribe my name on behalf of the Company on this day of , .


	CHICAGO BRIDGE & IRON COMPANY N.V.
	By:	Chicago Bridge & Iron Company B.V., its
		Managing Director

	By:
		Title:

EXHIBIT G

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Form of Compliance Certificate

Pursuant to [Section 5.3] [Section 7.1(A)(iii)] of that certain Second Amended and Restated Credit Agreement dated as of October 13, 2006 by and among Chicago Bridge & Iron Company N.V. (the “Company”), the Subsidiary Borrowers from time to time parties thereto (together with the Company, collectively, the “Borrowers”), the financial institutions from time to time parties thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, National Association, as contractual representative for itself and the other Lenders (the “Administrative Agent”) (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), the Company, through its respective , hereby delivers to the Administrative Agent [, together with the financial statements being delivered to the Administrative Agent pursuant to Section 7.1(A) of the Credit Agreement,] this Compliance Certificate (the “Certificate”) [for the accounting period from , 20 to , 20 ] (the “Accounting Period”). Capitalized terms used herein shall have the meanings set forth in the Credit Agreement. Subsection references herein relate to subsections of the Credit Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am the duly elected of the Company;

2. I have reviewed the terms of the Credit Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Borrowers and their respective Subsidiaries during the accounting period covered by the attached financial statements;

3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a Default or Unmatured Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate [except as set forth below]; and

4. Schedule I attached hereto sets forth financial data and computations evidencing the Borrowers’ compliance with certain covenants of the Credit Agreement, all of which data and computations are true, complete and correct.

II.		OTHER MISCELLANEOUS PROVISIONS

A.		SUBSIDIARY INDEBTEDNESS (Section 7.3(A))


(1)	Aggregate principal amount of unsecured Indebtedness from Lealand Finance Company B.V. to any Subsidiary of the Company (other than a Subsidiary Guarantor) [Maximum: $50,000,000]	$

(2)	Aggregate amount of letters of credit and bank guarantees for workmen’s compensation claims and social security programs [Maximum: $50,000,000]	$

(3)	Aggregate principal amount of other Indebtedness, including Permitted Existing Indebtedness, incurred by the Subsidiaries not otherwise permitted under Section 7.3(A) [Maximum: $20,000,000][Please attached a detailed schedule setting forth all such Subsidiary Indebtedness]	$

ASSET SALES (Section 7.3(B))


(1)	Aggregate book value of assets acquired from Pitt-Des Moines Inc. and identified in a ruling by the Federal Trade Commission requiring the divestiture of such assets
	[Maximum: $15,000,000]	$

(2)	State whether any asset sales (other than (i) sales of inventory in the ordinary course of business, (ii) dispositions of obsolete equipment in the ordinary course, (iii) transfers of assets between the Company and its wholly-owned Subsidiaries, (iv) Permitted Sale and Leaseback Transactions pursuant to Section 7.3(B)(iv), and (v) the sale or other disposition of (a) all of the assets comprising the UltraPure System business operations of the Company, and (b) all of the assets comprising the XL Technology Systems, Inc. business unit of the Company on terms ordered by FTC or otherwise reasonably acceptable to the Administrative Agent) have occurred.	Yes/No

(3)	If yes, attach as a schedule hereto the details of such asset sales and calculation of compliance with Sections 2.4(B), 2.5(B) and 7.3(B)(vi).

INVESTMENTS (Section 7.3(D))


(1)	Aggregate amount of Investments in joint ventures	$
	[Maximum: $20,000,000]

(2)	Aggregate amount of Investments not otherwise permitted under Sections 7.3(D)(i) through (ix)	$
	[Maximum: $20,000,000]

EXHIBIT I

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Form of Revolving Loan Note



$		Chicago, Illinois [DATE]

FOR VALUE RECEIVED, the undersigned, CHICAGO BRIDGE & IRON COMPANY N.V., a corporation organized under the laws of the Kingdom of the Netherlands (the “Borrower”), HEREBY UNCONDITIONALLY PROMISES TO PAY to the order of [ ] (the “Lender”) the principal sum of [ ] AND NO/100 DOLLARS ($[ ]), or, if less, the aggregate unpaid amount of all “Revolving Loans” (as defined in the Credit Agreement referred to below) made by the Lender to such Borrower pursuant to the “Credit Agreement” (as defined below), on the “Termination Date” (as such term is defined in the Credit Agreement) or on such earlier date as may be required by the terms of the Credit Agreement. Capitalized terms used herein and not otherwise defined herein are as defined in the Credit Agreement.

The undersigned Borrower promises to pay interest on the unpaid principal amount of each Revolving Loan made to it from the date of such Revolving Loan until such principal amount is paid in full at a rate or rates per annum determined in accordance with the terms of the Credit Agreement. Interest hereunder is due and payable at such times and on such dates as set forth in the Credit Agreement.

At the time of each Revolving Loan, and upon each payment or prepayment of principal of each Revolving Loan, the Lender shall make a notation either on the schedule attached hereto and made a part hereof, or in such Lender’s own books and records, in each case specifying the amount of such Revolving Loan, the respective Interest Period thereof (in the case of Eurodollar Rate Loans) or the amount of principal paid or prepaid with respect to such Revolving Loan, as applicable; provided that the failure of the Lender to make any such recordation or notation shall not affect the Obligations of the undersigned Borrower hereunder or under the Credit Agreement.

This Revolving Loan Note is one of the promissory notes referred to in, and is entitled to the benefits of, that certain Second Amended and Restated Credit Agreement dated as of October 13, 2006 by and among Chicago Bridge & Iron Company N.V., the Subsidiary Borrowers from time to time parties thereto (collectively, the “Borrowers”), the financial institutions from time to time parties thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, National Association, as contractual representative for itself and the other Lenders (the “Administrative Agent”) (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). The Credit Agreement, among other things, (i) provides for the making of Revolving Loans by the Lender to the undersigned Borrower and the other Borrowers under the Credit Agreement from time to time in an aggregate amount not to exceed at any time outstanding the Dollar Amount first above mentioned, the indebtedness of the undersigned Borrower resulting from each such Revolving Loan to it being evidenced by this Revolving Loan Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments of the principal hereof prior to the maturity hereof upon the terms and conditions therein specified.

EXHIBIT J

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Form of Assumption Letter

, 20

To the Administrative Agent and the Lenders party to the
Credit Agreement referred
to below

Ladies and Gentlemen:

Reference is made to that certain Second Amended and Restated Credit Agreement dated as of October 13, 2006 by and among Chicago Bridge & Iron Company N.V., the Subsidiary Borrowers from time to time parties thereto, the financial institutions from time to time parties thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, National Association, as contractual representative for itself and the other Lenders (the “Administrative Agent”) (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Terms defined in the Credit Agreement and used herein are used herein as defined therein.

The undersigned, (the “Subsidiary”), a [corporation], wishes to become a “Subsidiary Borrower” under the Credit Agreement, and accordingly hereby agrees that from the date hereof it shall become a “Subsidiary Borrower” under the Credit Agreement and agrees that from the date hereof and until the payment in full of the principal of and interest on all Advances made to it under the Credit Agreement and performance of all of its other obligations thereunder, and termination hereunder of its status as a “Subsidiary Borrower” as provided below, it shall perform, comply with and be bound by each of the provisions of the Credit Agreement which are stated to apply to a “Borrower” or a “Subsidiary Borrower.” Without limiting the generality of the foregoing, the Subsidiary hereby represents and warrants that: (i) each of the representations and warranties set forth in Sections 6.1, 6.2, 6.3 and 6.18 of the Credit Agreement is hereby made by such Subsidiary on and as of the date hereof as if made on and as of the date hereof and as if such Subsidiary is the “Borrower” and this Assumption Letter is the “Agreement” referenced therein, and (ii) it has heretofore received a true and correct copy of the Credit Agreement (including any modifications thereof or supplements or waivers thereto) as in effect on the date hereof. In addition, the Subsidiary hereby authorizes each of the Borrowers to act on its behalf as and to the extent provided for in Article II of the Credit Agreement in connection with the selection of Types and Interest Periods for Advances and the conversion and continuation of Advances.

So long as the principal of and interest on all Advances made to the Subsidiary Borrower under the Credit Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of the Subsidiary Borrower have expired or been returned and terminated and all other obligations of the Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, by not less than five Business Days’ prior notice to the Administrative Agent (who shall promptly notify the Lender thereof) terminate its status as a “Subsidiary Borrower.”

EXHIBIT K

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Form of Designation Agreement

Dated , 20

Reference is made to the Second Amended and Restated Credit Agreement dated as of October 13, 2006 (as amended or otherwise modified from time to time, the “Credit Agreement”) among Chicago Bridge & Iron Company N.V., a corporation organized under the laws of the Kingdom of the Netherlands (the “Company”), the Subsidiary Borrowers from time to time party thereto (together with the Company, collectively, the “Borrowers”), the lenders from time to time party thereto (the “Lenders”), and JPMorgan Chase Bank, National Association, as Administrative Agent, ___________. Terms defined in the Credit Agreement are used herein as therein defined.

(the “Designating Lender”), (the “Designated Lender”), and the Company, on behalf of itself and the other Borrowers, agree as follows:

1.		The Designating Lender hereby designates the Designated Lender, and the Designated Lender hereby accepts such designation, as its Designated Lender under the Credit Agreement.

2.		The Designating Lender makes no representations or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or the performance or observance by the Borrowers of any of its obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto.

3.		The Designated Lender (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Article VII thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Designation Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Designating Lender 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 any action it may be permitted to take under the Credit Agreement; (iii) confirms that it is an Eligible Designated Lender; (iv) appoints and authorizes the Designating Lender as its administrative agent and attorney-in-fact and grants the Designating Lender an irrevocable power of attorney to receive payments made for the benefit of the Designated Lender under the Credit Agreement and to deliver and receive all communications and notices under the Credit Agreement, if any, that Designated Lender is obligated to deliver or has the right to receive thereunder; (v) acknowledges that it is subject to and bound by the confidentiality provisions of the Credit Agreement (except as permitted under Section 14.4 and Section 14.5 thereof); (vi) confirms, to the extent required under the Dutch Banking Act and the Dutch Exemption Regulation, it is a PMP, (vii) confirms it is aware that it does not benefit from the protection offered by the Dutch Banking Act to Lenders which are not PMPs and (viii) acknowledges that the Designating Lender retains the sole right and responsibility to vote under the Credit Agreement, including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Credit Agreement, and agrees that the Designated Lender shall be bound by all such votes, approvals, amendments, modifications and waivers and all other agreements of the Designating Lender pursuant to or in connection with the Credit Agreement.

4.		Following the execution of this Designation Agreement by the Designating Lender, the Designated Lender and the Company, it will be delivered to the Administrative Agent for acceptance and recording by the Administrative Agent. The effective Date of this Designation Agreement shall be the date of acceptance thereof by the Administrative Agent, unless otherwise specified on the signature page hereto (the “Effective Date”).

5.		Upon such acceptance and recording by the Administrative Agent, as of the Effective Date (a) the Designated Lender shall have the right to make Loans as a Lender pursuant to Section 2.1 or 2.2 of the Credit Agreement and the rights of a Lender related thereto and (b) the making of any such Loans by the Designated Lender shall satisfy the obligations of the Designating Lender under the Credit Agreement to the same extent, and as if, such Loans were made by the Designating Lender.

6.		This Designation Agreement shall be governed by, and construed 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.

IN WITNESS WHEREOF, the parties have caused this Designation Agreement to be executed by their respective officers hereunto duly authorized, as of the date first above written.

Effective Date³:


	[NAME OF DESIGNATING LENDER]
	By:
		Name:
		Title:

	[NAME OF DESIGNATED LENDER]
	By:
		Name:
		Title:

	CHICAGO BRIDGE & IRON COMPANY N.V.
	By:	Chicago Bridge & Iron Company B.V.,
		its Managing Director


	By:
		Name:
		Title:


³		This date should be no earlier than the date of acceptance by the Administrative Agent.

EXHIBIT L

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Form of Commitment and Acceptance

Dated , 20

Reference is made to the Second Amended and Restated Credit Agreement dated as of October 13, 2006 among Chicago Bridge & Iron Company N.V., a corporation organized under the law of the Kingdom of the Netherlands (the “Company”), the Subsidiary Borrowers from time to time party thereto (together with the Company, collectively, the “Borrowers”), the financial institutions party thereto (the “Lenders”) and JPMorgan Chase Bank, National Association, as contractual representative for the Lenders (the “Administrative Agent”) (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Terms defined in the Credit Agreement are used herein with the same meaning.

Pursuant to Section 2.5(C) of the Credit Agreement, the Company has requested an increase in the Aggregate Commitment from $ to $ . Such increase in the Aggregate Commitment is to become effective on the date (the “Effective Date”) which is the later of (i) , and (ii) the date on which the conditions precedent set forth in Section 2.5(C) in respect of such increase have been satisfied. In connection with such requested increase in the Aggregate Commitment, the Borrowers, the Administrative Agent and (the “Accepting Bank”) hereby agree as follows:

1. Effective as of the Effective Date, [the Accepting Bank shall become a party to the Credit Agreement as a Lender and shall have all of the rights and obligations of a Lender thereunder and shall thereupon have a Commitment under and for purposes of the Credit Agreement in an amount equal to the] [the Commitment of the Accepting Bank under the Credit Agreement shall be increased from $ to the] amount set forth opposite the Accepting Bank’s name on the signature page hereof.

[2. The Accepting Bank hereby (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Commitment and Acceptance Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent 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 Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as contractual representative on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (iv) confirms, to the extent required under the Dutch Banking Act and the Dutch Exemption Regulation, it is a PMP, (v) confirms it is aware that it does not benefit from the protection offered by the Dutch Banking Act to Lenders which are not PMPs and (vi) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender]

Chicago Bridge & Iron Company N.V.
Polarisavenue 31
2132 JH Hoofddorp
The Netherlands

Mail to: P.O. Box 2043
2130 GE Hoofddorp
The Netherlands
Tel: +31 23 568 5660
Fax: +31 23 568 5661
www.CBlepc.com
KVK Amsterdam 33286441

October 0, 2006

Each of the Lenders party
     to the Credit Agreement
     referred to below
JPMorgan Chase Bank, National Association
     as Administrative Agent

Re: Chicago Bridge & Iron Company N.V.

Ladies and Gentlemen:

I have acted as United States counsel to Chicago Bridge & Iron Company N.V., a company incorporated in The Netherlands (the “Company”), each of the “Foreign Subsidiaries” (as defined below) and each of the “Domestic Subsidiaries” (as defined below), in connection with the execution and delivery of the Second Amended and Restated Credit Agreement dated as of October 1, 2006 (the “Credit Agreement”) among the Company, the Subsidiaries (as defined below), the lenders party thereto (the “Lenders”) and JPMorgan Chase Bank, National Association, as administrative agent for the Lenders (the “Administrative Agent”).

This opinion is furnished to you pursuant to Section 5.1(v) of the Credit Agreement. Capitalized terms used herein without definition have the meanings specified in the Credit Agreement.

In connection with the opinions expressed herein, I have examined the following documents:

	(i)		The Credit Agreement;

	(ii)		The Reaffirmation dated October 13, 2006 executed and delivered by the Company and the Subsidiary Guarantors pursuant to Section 5.1 (vi) of the Credit Agreement; and

	(iii)		Each promissory note, if any, executed and delivered pursuant to Section 2.12(D) of the Credit Agreement on the date hereof.

Engineering • Procurement • Construction Since 1889

October 3, 2006
Page 2

The documents referred to in clauses (i), (ii) and (iii) above are collectively referred to herein as the “Loan Documents.” The Foreign Subsidiary Borrowers and the Domestic Subsidiary Borrowers executing and delivering the Credit Agreement on the date hereof are listed on Annex A attached hereto and are sometimes referred to herein respectively as the “Foreign Subsidiaries” and as the “Domestic Subsidiaries” and collectively as the “Subsidiaries.”

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 Company and the Subsidiaries on original copies of the Loan 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 authorization, execution and delivery of the Loan Documents by each of the parties thereto other than the Company (solely with respect to execution and delivery), the Foreign Subsidiaries (solely with respect to execution and delivery) and the Domestic Subsidiaries and (iv) the validity and enforceability of the Loan Documents against each of the parties thereto other than the Company and the Subsidiaries;

(b) that the execution, delivery and performance of the Loan 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 State of Illinois;

(c) that the execution, delivery and performance of the Loan Documents by each party thereto other than, with respect to clauses (ii) and (iii) below, as applicable to the Company and the Foreign Subsidiaries, and with respect to clauses (I), (ii) and (iii) below, as applicable to each of the Domestic Subsidiaries do not breach, conflict with or constitute a violation of or default under (i) the certificate or articles of association or incorporation, by-laws 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 Loan Documents was given on the Closing Date.

October 3, 2006
Page 3

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

1. Each Domestic Subsidiary Borrower 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 to result in a Material Adverse Effect, and (d) has the corporate power and authority to execute, deliver and perform its obligations under each Loan Document to which it is a party including to borrow in accordance with the Credit Agreements.

2. The execution, delivery and performance of each Loan Document by the Company, each Foreign Subsidiary Borrower and each Domestic Subsidiary Borrower on the date hereof, and the borrowings thereunder to be made on the date hereof by each Domestic Subsidiary Borrower, (a) have been duly authorized by all requisite corporate action of such Domestic Subsidiary and (b) with respect to the following clauses (i)(B), (i)(C), (ii) and (iii) as applicable to the Company and the Foreign Subsidiaries and for all of the following clauses (i), (ii) and (iii) as applicable to the Domestic Subsidiaries will not (i) violate (A) any provision of the certificate of incorporation or by-laws of such Domestic Subsidiary, (B) any applicable federal or Illinois State law, statute, rule or regulation, the DGCL or any order of any federal or Illinois State Governmental Authority with jurisdiction over the Company or any such Domestic Subsidiary Borrower or its properties or the Chancery Court, appellate courts or Secretary of State of the State of Delaware or (C) any provision of any indenture or other material agreement or instrument known to me to which the Company or any such Subsidiary is a party or by which it or any of its property may be bound, (ii) result in a default under any such indenture, agreement or other instrument or (iii) result in the creation or imposition of any Lien (other than Permitted Liens) upon or with respect to any property or assets now owned or hereafter acquired by the Company or any such Subsidiary except, in the case of clauses (i) through (iii) above, for any of the foregoing that could not reasonably be expected to result in a Material Adverse Effect or materially and adversely to affect the rights or interests of the Lenders under the Loan Documents.

October 3, 2006
Page 4

3. Each Loan Document has been duly executed and delivered by the Company and each Domestic Subsidiary party thereto, and each such Loan Document constitutes the legal, valid and binding obligation of each such Domestic Subsidiary, enforceable against such Domestic Subsidiary in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

4. No consent or approval of, registration or filing with, or any other action by any federal or Illinois State Governmental Authority with jurisdiction over the Company or the Subsidiaries or the Chancery Court, or appellate courts or Secretary of State of the State of Delaware is or will be required in connection with the execution, delivery or performance of the Loan Documents by the Company and the Subsidiaries party thereto or the consummation of the transactions thereby, other than any such authorizations and approvals as have already been obtained and are in full force and effect according to federal or Illinois law or the DGCL.

5. To the best of my knowledge, there are no pending or threatened actions, suits or proceedings at law or in equity or by or before any federal, Illinois or Delaware Governmental Authority against or affecting the Company or any Domestic Subsidiary or any business, property or rights of any such Person that involve any Loan Documents or the transactions contemplated thereby.

6. None of the Company or any of the Subsidiaries is an investment company or a company controlled by an investment company within the meaning of the Investment Company Act of 1940.

7. The application of the proceeds thereof by the Borrowers pursuant to the terms of the Credit Agreement will not violate Regulation T, U or X of the Board of Governors of the Federal Reserve System.

October 3, 2006
Page 5

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

A. The enforceability of the Loan Documents is subject to (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or other laws affecting creditor’s rights generally and (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law).

B. 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.

C. 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 Loan Documents.

The foregoing opinions are limited to matters involving the federal laws of the United States, the laws of the State of Illinois 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 Loan 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.

Very-truly yours,

Robert H. Wolfe
Assistant General Counsel

BAKER & MCKENZIE


		Baker & McKenzie Amsterdam N.V.
		Attorneys at law, Tax advisors and Civil-Law Notaries

		Claude Debussylaan 54
		P.O. Box 2720
		1000 CS Amsterdam
		The Netherlands

		Tel: +31 20 551 7555
		Fax: +31 20 626 7949
		www.bakernet.com

Asia
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Hanoi • Ho
Chi Minh City
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Washington, DC

October 13, 2006

To: the Lenders from time to time party to the Credit Agreement referred to below

Attention: JPMorgan Chase Bank, National Association, as Administrative Agent

Dear Sirs:

We have acted as special Netherlands legal counsel to each of Chicago Bridge & Iron Company N.V. (the “Company”) and Chicago Bridge & Iron Company B.V. (“CB&I B.V.”; together with the Company, the “Companies”), each with its registered office in Amsterdam, with respect to certain matters of Netherlands law relating to the Amended and Restated Credit Agreement, dated the date hereof (the “Credit Agreement”) among the Company; CB&I B.V. and certain other subsidiaries of the Company as Subsidiary Borrowers; certain financial institutions named therein as Lenders and JPMorgan Chase Bank, National Association, as Administrative Agent.

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 excerpt, dated October 12, 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”);

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

	d.		a copy of the articles of association (statuten) of the Company, represented by the management of the Company to be a true and

Baker & McKenzie Amsterdam N.V. has its registered office in Amsterdam, the Netherlands, and is registered with the Trade Register under number 34208804.

Baker & McKenzie Amsterdam N.V. is a member of Baker & McKenzie International, a Swiss Verein.

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BAKER & MCKENZIE

			correct copy of the articles of association of the Company as in force on the date hereof (the “Company Articles”);

	e.		an excerpt, dated October 12, 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” and together with the Company Excerpt, the “Excerpts”);

	f.		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”);

	g.		a copy of the articles of association (statuten) of CB&I B.V., 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”);

	h.		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 (the “Management Board Resolutions”);

	i.		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 (the “Supervisory Board Resolutions”);

	3.		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 Credit Agreement (the “CB&I B.V. Management Board Resolutions”; together with the Company Management Board Resolution, the “Management Board Resolutions”);

	k.		a copy of a directors certificate of the Company, dated May 12, 2005, signed by CB&I B.V., the sole director of the Company (the “Company Management Certificate”); and

	1.		a copy of a directors certificate of CB& I B.V., dated May 12, 2005, signed by a director of CB&I B.V. (the “CB& I B.V. Management Certificate”; together with the Company Management Certificate, the “Management Certificates”).

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BAICER.

Capitalized terms used but not defined in this opinion have the meanings assigned to them in the Credit Agreement.

In examining and describing the documents listed at a. through 1. 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;

	(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 B.V.;

	(viii)		that none of the Management Board Resolutions have been or will be revoked, amended, declared null and void (nietig verklaard) or rescinded (vernietigd);

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	(ix)		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);

	(ix)		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;

	(x)		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 CB&I B.V. Deed of Incorporation, on the basis of which a court might dissolve CB&I B.V.;

	(xi)		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 or order made by a court for the bankruptcy (faillissement) or moratorium of payment (sursdance 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 information obtained by telephone today from (i) the Bankrupty Clerk’s Office (faillissementsgriffie) of the District Court (rechtbank) of Amsterdam (being the competent bankruptcy court in respect of each of the Companies in view of their corporate seats being at Amsterdam) and (ii) the Trade Register;

	(xii)		that each party to the Credit Agreement (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;

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BAKER & MCKENZIE

	(xiii)		(i) that the Credit Agreement 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 insofar as the Companies are concerned the laws of The Netherlands) the Credit Agreement constitutes the valid and binding obligation of each of the parties thereto, enforceable against each of such parties in accordance with its terms;

	(xiv)		that neither the Credit Agreement 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;

	(xvi)		that all the factual statements contained in the Management Certificates are true and correct as of the date hereof;

	(xvii)		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 Agreement and any transaction contemplated therein, have been obtained or made and in the case of Governmental Authorizations are in full force and effect;

	(xviii)		that under the laws of the State of Illinois to which the Credit Agreement is expressed to be subject, and under all other relevant laws (other than those of the Netherlands):

	(a)		the choice of the laws of the State of Illinois as the governing law of the Credit Agreement is a valid and binding choice of law;

	(b)		the submission by each of the Companies to the jurisdiction of the state or federal courts located in Chicago, Illinois, in or pursuant to the Credit Agreement is valid and binding upon each of the Companies;

	(xix)		that there are no dealings between the parties thereto that affect the Credit Agreement;

	(xx)		that neither of the Companies is a credit institution

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			(kredietinstelling) within the meaning of the 1992 Act on the Supervision of the Credit System (Wet toezicht kredietwezen 1992); and

	(xxi)		that none of the directors of CB& I B.V. has any conflict of interest (tegenstriidig belang) with CB& I B.V. in connection with the transactions contemplated by the Credit Agreement.

We have undertaken no independent factual investigation in connection with the opinions expressed herein or the transactions contemplated by the Credit Agreement other than to review the documents listed at a. through 1. above. Specifically, we have relied as to factual matters on our review of the documents listed at a. through 1. above and on the factual assumptions made herein. Our examination referred to above has been limited to the face of the documents and we have not examined the meaning and effect of any document governed by a law other than Dutch law.

Except as specifically mentioned herein, 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 any of the Companies is subject or by which their respective property and assets are bound or any litigation or governmental proceedings commenced, pending or threatened against or affecting any of the Companies or their respective property, interests, rights, assets or undertakings.

We have not been concerned with investigating or verifying the completeness or accuracy of the facts, representations and warranties set out in the Credit Agreement (except to the extent specifically set forth herein) and to the extent that the accuracy of such facts and warranties or of any facts stated in any other document on which we have relied in giving this opinion is relevant to the contents of this opinion, we have (except to the extent specifically set forth herein) assumed that such facts are correct.

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 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 obligations under the Credit Agreement.

Based on the foregoing, and subject to any facts, circumstances or 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:

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A.		The Company has been duly incorporated and is validly existing as a 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 vennootschap met beperkte aansprakelijkheid) under the laws of The Netherlands.

B.		Each of the Companies has the corporate power and corporate authority to execute and deliver the Credit Agreement and to perform its contractual obligations thereunder. The execution, delivery and performance by each of the Companies of the Credit Agreement have been duly authorized by all requisite corporate action on the part of such Company. The Credit Agreement has been duly executed and delivered by each of the Companies.

C.		Neither (i) the execution and delivery by each of the Companies of the Credit Agreement nor (ii) the performance by each of the Companies of its contractual obligations under the Credit Agreement, requires any consent, approval or authorisation of any national governmental or regulatory authority of The Netherlands.

D.		Under the laws of The Netherlands, insofar as the laws of The Netherlands are applicable, there is no requirement that the Credit Agreement or any other document be filed or registered, or that any similar formalities be complied with, in any public office in The Netherlands in order to ensure the validity, binding effect or enforceability of the Credit Agreement against each of the Companies in legal proceedings in The Netherlands or the admissibility into evidence of the Credit Agreement in such proceedings.

E.		Neither (i) the execution and delivery by each of the Companies of the Credit Agreement nor (ii) the performance by each of the Companies of its contractual obligations under the Credit Agreement, violates or conflicts with the provisions of any published law, rule or regulation of general application of The Netherlands. Neither (i) the execution and delivery by the Company of the Credit Agreement nor (ii) the performance by the Company of its contractual obligations under the Credit Agreement, violates or conflicts with any of the provisions of the Company Articles. Neither (i) the execution and delivery by CB& I B.V. of the Credit Agreement nor (ii) the performance by CB& I B.V. of its contractual obligations under the Credit Agreement, violates or conflicts with any of the provisions of the CB& I B.V. Articles.

F.		The choice of the laws of the State of Illinois as the law governing the Credit Agreement is valid and binding upon each of the Companies under the laws of The Netherlands, insofar as the laws of The

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BAKER & MCKENZIE

		Netherlands are applicable, and accordingly the Credit Agreement constitutes, in a proceeding before the courts of The Netherlands duly applying the laws of the State of Illinois, the valid and legally binding obligation of each of the Companies, enforceable against each of the Companies 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 the State of Illinois.

G.		The submission by each of the Companies to the exclusive jurisdiction of the state or federal courts located in Chicago, Illinois, pursuant to Section 11.13(A) of the Credit Agreement, is valid and binding upon each of the Companies under the laws of The Netherlands, insofar as the laws of the Netherlands are applicable, except that (i) such submission to jurisdiction is void if any state or federal court sitting in the State of Illinois would refuse to apply an international mandatory rule of Dutch law, that is a rule of Dutch private international law which specifies the governing law in a particular situation and which does not permit any deviation from such governing law by agreement of the parties and (ii) such submission to jurisdiction will not be given effect with respect to claims for relief in summary proceedings (kort geding) before the provisional remedies judge (voorzieningenrechter) of a competent court in The Netherlands.

H.		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 Illinois 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 against either of the Companies, in respect of a breach by such Company of its payment obligations under the Credit Agreement by a state or federal court located in Chicago, Illinois, acting pursuant to the acceptance by the relevant Company of the exclusive jurisdiction of such courts pursuant to Section 11.13(A) of the Credit Agreement, will under current practice be recognised by a Dutch court if (1) such judgment results from proceedings compatible with Dutch concepts of due process, (2) such judgment and its enforcement does 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 Illinois 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

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BAKER & MCKENZIE

that so recognises a judgment granted against either of the Companies 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.

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 H. 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 (xviii) 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 (juridische splitsing), moratorium (surs6ance van betaling), setoff, abatement (matiging), counterclaim, statute of limitations (verjaring) and compulsory dissolution (ontbinding), and other laws now or hereafter in effect, relating to or affecting the rights and remedies of creditors generally.

	(iii)		The rights and obligations of the parties to the Credit Agreement 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 the Credit Agreement, or of a judgment rendered against either of the Companies based on the Credit Agreement, 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 Agreement would be subject to the rules of civil procedure as applied by the Dutch courts.

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BAKER & MCKENZIE

	(v)		Specific performance (reale 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)		Under Article 109, Book 6, of the Dutch Civil Code the court has the power under certain circumstances to reduce the amount of damages that would otherwise be payable by a party to an agreement for failure to comply with the provisions of such agreement.

	(viii)		If a specific provision in any of the Agreements 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.

	(ix)		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).

	(x)		Under Dutch law each power of attorney (volmacht) 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 either of the Companies, expressly or by implication, in the Credit Agreement will terminate without notice by force of law upon bankruptcy of such Company or, as the case may be, of the person to whom the power of attorney (volmacht) or mandate (lastgeving) is granted.

	(xi)		Powers of attorney granted by either of the Companies can only be exercised with the cooperation of the court-appointed administrator (bewindvoerder) in the event such Company is granted a suspension of payments (sursdance van betaling).

	(xii)		The validity of the Credit Agreement may be affected by the provisions of Sections 3:45-3:48 of the Dutch Civil Code (to which Sections 42 through 45 of the Dutch Bankruptcy Act correspond in case of bankruptcy). These provisions grant to creditors, including future creditors, and the receiver in bankruptcy (curator), the right to challenge the validity of certain transactions if (i) such transactions are entered into by a debtor without a legal obligation to do so, (ii) the rights of one or more present or future creditors of

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			the debtor are thereby prejudiced and (iii) at the time such transaction was entered into the debtor knew or reasonably should have known that the rights of one or more other present or future creditors of the debtor would be prejudiced by such transaction.

	(xiii)		The opinions expressed in paragraph F. above are subject to the following exceptions and qualifications: (1) The choice of the laws of the State of Illinois as the law governing the Credit Agreement will not be recognized as valid and binding 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 Agreement or (b) any provision of the laws of the State of Illinois applicable to the Credit Agreement, 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 the laws of another jurisdiction with which the situation has a close connection, if and insofar as under the laws of that other jurisdiction those rules must be applied regardless of the law which would otherwise be applicable. (3) Regardless of the law which the parties to a contract have chosen as the governing law with respect thereto, the courts of The Netherlands will apply the laws of The Netherlands in a situation where under Dutch law application of such laws is mandatory. (4) 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.

	(xiv)		The service of process against either of the Companies 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 to the contrary in the Credit Agreement.

	(xv)		Any provision of the Credit Agreement stating that the rights and obligations thereunder shall bind or enure to the benefit of any assignee of any party thereto may not be enforceable in The Netherlands in the absence of further agreements to that effect with such assignee.

	(xvi)		Provisions of the Credit Agreement providing that a party thereto is not liable for, or is entitled to indemnification for, such party’s own intentional misconduct (ooze) or gross negligence (grove schuld)

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			are in conflict with the public policy of The Netherlands and may not be enforceable in The Netherlands.

	(xvii)		Dutch law 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 any provision of the Credit Agreement would not be recognized under the laws of The Netherlands and would not be enforced in legal proceedings before a court in The Netherlands.

	(xviii)		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 Credit Agreement by CB&I B.V. in such Company’s “corporate interest” is a highly fact-specific question on which we express no opinion. We note that in any event the objects clauses included in the CB&I B.V. Articles do specifically include the granting of security and issuance of guarantees for the benefit of group companies and third parties in general, including companies other than direct or indirect majority-owned subsidiaries of CB&I.

We express no opinion concerning

	[a]		the validity, enforceability or effectiveness in proceedings in the courts of The Netherlands of any security interest purported to be created by the Credit Agreement;

	[b]		the provisions of Section 10.3 (e), (h) and (k) of the Credit Agreement, of the last sentence of Section 10.3 of the Credit Agreement and of Section 10.4 of the Credit Agreement insofar as pursuant to those provisions either Company purports to waive any defenses available to it pursuant to mandatory provisions of Dutch law;

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	[c]		the enforceability in proceedings before the Dutch courts of the second sentence of Section 11.13(B) of the Credit Agreement; or

	[d]		the provisions of the third sentence of Section 11.15 of the Credit Agreement, to the extent such provision relates to liens and security interests created by Dutch law.

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

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 may be inferred or implied beyond that expressly stated herein; and

3.		is furnished as of its date pursuant to Section 5.1(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 any person in any other context, without our express written consent. A copy may, however, be provided to (i) your legal advisors solely for the purpose of the Credit Agreement and of giving their opinions in connection therewith and subject to the restrictions set forth in this paragraph 3, (ii) bank examiners and regulators in connection with their review of your activities and (iii) prospective participants and assignees under the Credit Agreement subject to the restrictions set forth in this paragraph 3.

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.

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$850,000,000

CREDIT FACILITY

CHICAGO BRIDGE & IRON COMPANY N.V.

October 13, 2006

LIST OF CLOSING DOCUMENTS¹

A. LOAN AND SECURITY DOCUMENTS

Second Amended and Restated Credit Agreement (the “Credit Agreement”) by and among Chicago Bridge & Iron Company N.V., a corporation organized under the laws of The Kingdom of the Netherlands (the “Company”), and one or more subsidiaries of the company (whether now existing or hereafter formed, the “Subsidiary Borrowers”; together with the Company, the “Borrowers”), the institutions from time to time parties thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, National Association, in its capacity as contractual representative capacity (the “Administrative Agent”), evidencing a $850,000,000 revolving credit facility to the Borrowers from the Lenders.

EXHIBITS


EXHIBIT A-1	—	Commitments
EXHIBIT A-2	—	Issuing Banks
EXHIBIT A-3	—	Mandatory Costs
EXHIBIT B	—	Form of Borrowing/Election Notice
EXHIBIT C	—	Form of Request for Letter of Credit
EXHIBIT D	—	Form of Assignment and Acceptance Agreement
EXHIBIT E-1	—	Form of Company’s US Counsel’s Opinion
EXHIBIT E-2	—	Form of Company’s Foreign Counsel’s Opinion
EXHIBIT E-3	—	List of Closing Documents
EXHIBIT E-4	—	Form of Counsel’s Opinion for Subsidiary Borrowers
EXHIBIT F	—	Form of Officer’s Certificate
EXHIBIT G	—	Form of Compliance Certificate


¹		Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement, as applicable.


EXHIBIT H	—	Form of Subsidiary Guaranty
EXHIBIT I	—	Form of Revolving Loan Note
EXHIBIT J	—	Form of Assumption Letter
EXHIBIT K	—	Form of Designation Agreement
EXHIBIT L	—	Form of Commitment and Acceptance

SCHEDULES


SCHEDULE 1.1.1				Permitted Existing Indebtedness
SCHEDULE 1.1.2				Permitted Existing Investments
SCHEDULE 1.1.3				Permitted Existing Liens
SCHEDULE 1.1.4				Permitted Existing Contingent Obligations
SCHEDULE 1.1.5				Material Subsidiaries and Foreign Subsidiaries that are not Excluded Foreign Subsidiaries
SCHEDULE 1.1.6				PMP
SCHEDULE 3.2				Transitional Letters of Credit
SCHEDULE 6.4				Pro Forma Financial Statements
SCHEDULE 6.7				FTC Litigation
SCHEDULE 6.8				Subsidiaries
SCHEDULE 6.17				Environmental Matters
SCHEDULE 7.3(N)				Subsidiary Covenants
SCHEDULE 7.3(S)				Permitted Restricted Payments

2.		Reaffirmation (the “Reaffirmation”) executed by each of the Subsidiary Guarantors, in favor of the Administrative Agent.

3.		Revolving Loan Notes executed by each Borrower in favor of any Lender which has requested a note pursuant to Section 2.12 of the Credit Agreement in the aggregate principal amount of each such Lender’s Commitment under the Credit Agreement.

B. CORPORATE DOCUMENTS

4.		Certificates of the Secretary or Assistant Secretary of each of the Borrowers certifying: (i) the resolutions of the Board of Directors (or other similar governing body) of such Borrower authorizing, inter alia, the execution, delivery and performance of each document to which it is a party; and the names and true signatures of the incumbent officers of such Borrower authorized to sign the documents to which it is a party and authorized to request Advances or Letters of Credit under the Credit Agreement, and (ii) with respect to any Borrower that is organized under the laws of any State in the United States of America, a copy of the By-laws for such Borrower.

5.		Articles of Incorporation of each Borrower certified as of recent date by the appropriate governmental officer in the jurisdiction of incorporation for each such Borrower.

Schedule 1.1.5 — Material Subsidiaries and Foreign Material
Subsidiaries that are not Excluded Foreign Subsidiaries as of June 30, 2006:

SUBSIDIARY BORROWERS;


	Organized	Equity
Chicago Bridge & Iron Company (Delaware)	Delaware		100.0	%
CBI Services, Inc.	Delaware		100.0	%
CB&I Constructors, Inc.	Texas		100.0	%
CB&I Tyler Company	Delaware		100.0	%
Chicago Bridge & Iron Company B.V.	Netherlands		100.0	%

MATERIAL SUBSIDIARIES:


U.S. Material Subsidiaries	Organized	Equity
Chicago Bridge & Iron Company	Delaware		100.0	%
Chicago Bridge & Iron Company (Delaware)	Delaware		100.0	%
Chicago Bridge & Iron Company	Illinois		100.0	%
CB&I Constructors, Inc.	Texas		100.0	%
CB&I Tyler Company	Delaware		100.0	%
CBI Services, Inc.	Delaware		100.0	%
CBI Company Ltd.	Delaware		100.0	%
CBI Overseas, LLC	Delaware		100.0	%
Asia Pacific Supply Co.	Delaware		100.0	%
Central Trading Company, Ltd.	Delaware		100.0	%
Howe-Baker International, L.L.C.	Delaware		100.0	%
Howe-Baker Engineers, Ltd.	Texas		100.0	%
Howe-Baker Holdings, L.L.C.	Delaware		100.0	%
Howe-Baker Management, L.L.C.	Delaware		100.0	%
Matrix Engineering, Ltd.	Texas		100.0	%
HBI Holdings, L.L.C.	Delaware		100.0	%
Howe-Baker International Management, L.L.C.	Delaware		100.0	%
A & B Builders, Ltd.	Texas		100.0	%
Matrix Management Services, L.L.C.	Delaware		100.0	%
Constructors International, L.L.C.	Delaware		100.0	%
CB&I Woodlands LLC	Delaware		100.0	%
CBI Americas, Ltd.	Delaware		100.0	%
CSA Trading Company, Ltd.	Delaware		100.0	%


Foreign Material Subsidiaries
Chicago Bridge & Iron Company B.V.	Netherlands	100.0	%
Chicago Bridge & Iron (Antilles) N.V.	Curacao	100.0	%
Lealand Finance Company B.V.	Netherlands	100.0	%
Horton CBI, Limited	Canada	99.9	%
CBI Constructors Limited	United Kingdom	100.0	%
CBI (Europe) B.V.	Netherlands	100.0	%
CBI Venezolana, S.A.	Venezuela	100.0	%
CBI Construcciones S.A	Argentina	100.0	%
CBI Constructors S.A. (Proprietary) Limited	South Africa	100.0	%
CBI Eastern Anstalt	Liechtenstein	100.0	%
CBI Constructors Pty. Ltd.	Australia	100.0	%

Page 6 of 37

Schedule 1.1.5 — Material Subsidiaries and Foreign Material
Subsidiaries that are not Excluded Foreign Subsidiaries as of June 30, 2006:


Foreign Material Subsidiaries	Organized	Equity
Arabian CBI Ltd.	Saudi Arabia		75.0	%
CMP Holdings B.V.	Netherlands		100.0	%
CBI Holdings (U.K.) Limited	United Kingdom		100.0	%
CB&I (Nigeria) Limited	Nigeria		100.0	%
Chicago Bridge & Iron (Espana) S.A.	Spain		100.0	%
CBI (Philippines) Inc.	Philippines		99.9	%
Arabian Gulf Material Supply Company, Ltd.	Cayman Islands		100.0	%
Pacific Rim Material Supply Company, Ltd.	Cayman Islands		100.0	%
Southern Tropic Material Supply Company, Ltd.	Cayman Islands		100.0	%
CB&I Hungary Holding Limited Liability Company	Hungary		100.0	%
CB&I UK Limited	United Kingdom		100.0	%
CBI Luxembourg S.A.R.L.	Luxembourg		100.0	%
CBI Finance Company Limited	Ireland		100.0	%
Woodlands International Insurance Co. Ltd.	Ireland		100.0	%
Oceanic Contractors, Inc.	Delaware		100.0	%
Material Supply Companies	Various		100.0	%

FOREIGN SUBSIDIARIES THAT ARE NOT EXCLUDED FOREIGN SUBSIDIARIES:


Company Name	Organized	Equity
Chicago Bridge & Iron Company B.V.	Netherlands		100.0	%
Chicago Bridge & Iron (Antilles) N.V.	Curacao		100.0	%
Lealand Finance Company B.V.	Netherlands		100.0	%
Horton CBI, Limited	Canada		99.9	%
CBI Constructors Limited	United Kingdom		100.0	%
CBI (Europe) B.V.	Netherlands		100.0	%
CBI Venezolana, S.A.	Venezuela		100.0	%
CBI Construcciones S.A	Argentina		100.0	%
CBI Eastern Anstalt	Liechtenstein		100.0	%
CBI Constructors Pty. Ltd.	Australia		100.0	%
CMP Holdings B.V.	Netherlands		100.0	%
CBI Holdings (U.K.) Limited	United Kingdom		100.0	%
CB&I (Nigeria) Limited	Nigeria		100.0	%
Chicago Bridge & Iron (Espana) S.A.	Spain		100.0	%
CBI (Philippines) Inc.	Philippines		99.9	%
Arabian Gulf Material Supply Company, Ltd.	Cayman Islands		100.0	%
Pacific Rim Material Supply Company, Ltd.	Cayman Islands		100.0	%
Southern Tropic Material Supply Company, Ltd.	Cayman Islands		100.0	%
CB&I Hungary Holding Limited Liability Company	Hungary		100.0	%
CB&I UK Limited	United Kingdom		100.0	%
CBI Luxembourg S.A.R.L.	Luxembourg		100.0	%
CBI Finance Company Limited	Ireland		100.0	%
Woodlands International Insurance Co. Ltd.	Ireland		100.0	%
Oceanic Contractors, Inc.	Delaware		100.0	%

Page 7 of 37

SCHEDULE 1.1.6 — Definition of PMP in the Dutch Exemption Regulation

1.		a professional market party within the meaning of section 1a subsection three of the Exemption Regulation Securities Trade Act 1995.

2.		an enterprise or institution which, according to its balance sheet as at the end of the year preceding the date it extends the relevant repayable funds has assets totalling EUR 500,000,000 or more;

3.		an enterprise, institution or natural person which has net equity (eigen vermogen) totalling EUR 10,000,000 or more at the end of the year preceding the date it extends the relevant repayable funds and which has been active on the financial markets at least twice a month, on average, during two consecutive years preceding the date it extends the relevant repayable funds;

4.		a subsidiary of an enterprise or institution mentioned under 1 over which supervision is exercised by way of consolidation with the professional market party;

5.		an enterprise or institution which has a rating from an agency which is in the opinion of the Dutch Central Bank a professional rating agency or which offers securities which have a rating from an agency which is in the opinion of the Dutch Central Bank a professional rating agency;

		The following entities are ‘professional market parties’ within the meaning of section 1a, subsection three of the Exemption Regulation Securities Trade Act 1995:

	(a)		anyone who is under supervision of the Netherlands Authority for the Financial Markets and/or the Dutch Central Bank, or of a regulatory authority of another state which allows that entity to be active on the financial markets;

	(b)		anyone who in any other way exercises a regulated activity on the financial markets;

	(c)		the State of the Netherlands, the Dutch Central Bank, a foreign public body constituting part of the central government, Dutch and foreign regional and local governments, foreign central banks, international and supranational public institutions;

	(d)		a legal entity or corporation which, according to the most recent financial statements or consolidated financial statements, complies with at least two of three of the following criteria: (i) an average number of employees during the financial year of 250 or more; (ii) assets totalling, according to its balance sheet, EUR 43 million or more; and (iii) yearly net revenues of at least EUR 50 million;

	(e)		entities with statutory seat in the Netherlands which do not meet at least two of the three criteria mentioned in sub (d) above, which have asked the Dutch competent authority to be considered as professional market parties (and which consequently have been registered as such), as well as natural persons with place of residence in the Netherlands who have asked the Dutch competent authority to be considered as a professional market party, and who meet at least two of the following three criteria: (i) the person has carried out transactions of a significant size on securities markets at an average frequency of at least 10 per quarter over the previous four quarters, (ii) the size of the person’s securities portfolio is at least EUR 500,000, and (iii) the person works or has worked for at least one year in the financial sector in a professional position which requires knowledge of securities investment;

Page 8 of 37

Schedule 3.2 — Transitional Letters of Credit
to be rolled under the Second Amended and Restated Agreement


LC Number	Beneficiary	Value in USD
750105	AIG		4,437
SLT321426	Bank One NA		2,000
G5097/03	BP Exploration (Shah Deniz) Limited		135
751694	St Paul Fire and Marine Insurance		10,558
SLT751064	Continental Casualty Company		9,441
410972	Western Surety Company		4,040
410872	Dominion Cove Point LNG Lmt		21,200
410679	Trunkline LNG		9,461
332163	Southern LNG Inc.		5,000
SLT751624	Trunkline LNG Company, LLC		14,320
751680	Marathon Ashland Petroleum LLC		1,655
G5023/04	Aker Kvaerner Netherlands B.V.		75
ST4042/04	Atyrau Branch of PFD International LLC		628
G5002/04	MW Kellogg		34
752134	Mitsubishi Heavy Industries Ltd		7
G5011/04	Gulf Advanced Chemical Industries Company Ltd		533
410076	JGC (USA), Inc.		81
410634	Marathon Ashland Petroleum LLC		522
410692	Yankee Gas Services Company		20,000
ST4003/04	EnCana (UK) Limited		7,027
CPCS-638169	Gasmar S.A.		304
CPCS-647027	Salfa Montajes S.A.		238
642613	PFD International LLC		660
CPCS-646220	Tipiel S.A.		22
649901	Bear Head LNG c/o Anadarko Petroleum Corp		1,519
649902	Bear Head LNG c/o Anadarko Petroleum Corp		12,157
207192	Ingeneria y Construccion Sigdo Koppers S.A.		84
207123	Ingeneria y Construccion Sigdo Koppers S.A.		349
204167	Hitachi America Ltd		121
220666	Crystallex International Corporation		513
218562	Pluspetrol Peru		7,223
223002	CNOOC-Fujian LNG, ltd		5,115
227889	Marathon Petroleum Company		948
227859	CNOOC-Fujian LNG Co		2,010
273584	Refineria la Pompilla		295
273585	Refineria la Pompilla		197
273586	Refineria la Pompilla		131
3083786	Golden Pass		73,899
3083788	Golden Pass		26,101

Page 10 of 37

Schedule 3.2 — Transitional Letters of Credit
to be rolled under the Second Amended and Restated Agreement


LC Number	Beneficiary	Value in USD
280418	Frontier El Dorado Refining		532
252574	Toyo Engineering India Ltd		60
251625	Federal Insurance Company		12,500
246955	Zurich American Insurance Company		20,000
251562	CNOOC-FUJIAN LNG CO		1,659
251601	CNOOC-FUJIAN LNG CO		626
264146	Alstom Power		500
264150	Pluspetrol Peru Corporation		763
264148	Pluspetrol Peru Corporation		90
264147	Pluspetrol Peru Corporation		3,879
256940	Golden Pass		9,323
256904	Marathon Petroleum Company		4,015
261737	Houston Fuel Oil Terminal Company		142
253550	Cabinda Gulf Oil Company Ltd		25,250
253547	Cabinda Gulf Oil Company Ltd		25,250
267705	Kinder Morgan Liquids Terminals LP		573
269049	Navajo Refining Company LP		678
3082329	Petrolium Company of TT Petrotrin		500
217595	Pluspetrol Peru Corporation S.A.		18,102
212424	Hovensa L.L.C.		1,353
213571	Compania de Petroleos de Chile COPEC		530
213570	Compania de Petroleos de Chile COPEC		113
533636030	Samsung Saudi Arabia Ltd		1,405
533636029	Samsung Saudi Arabia Ltd		562
533636028	Samsung Saudi Arabia Ltd		2,810
533636027	Samsung Saudi Arabia Ltd		843
281930	Petroterminal de Panama S.A.		250
286175	Zurich American Insurance Company		915
286747	Kinder Morgan Liquids Terminals, LP		321
286855	Air Liquide Process & Construction, Inc		2,813

	Sub-total:		379,395
	Plus 3% currency adjustment:		643

	Total:		380,038

Calculation of Foreign Currency LC’s:


ST4003/04			7,027
649902			12,157
533636030			1,405
533636027			843

Total USD Equiv. of Foreign Currency LC’s			21,432

3% adjustment to Total Utilization			643

Page 11 of 37

Schedule 6.7 — Litigation; Loss Contingencies and Violations

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”).

On June 12, 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 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.

Page 13 of 37

Schedule 6.7 — Litigation; Loss Contingencies and Violations

The action asserts claims under the U.S. securities laws and alleges, among other things, that we materially overstated our financial results during the class period by misapplying 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. We and the individual defendants plan to file a motion to dismiss the Complaint, which is currently scheduled to be heard by the Court in October 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 June 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. 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.

Page 14 of 37

Schedule 6.8 — Subsidiaries

850 PINE STREET INC.

Incorporated State: DELAWARE

Common Shares

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.)

Incorporated State: Texas

Common Shares

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.

Incorporated State: Saudi Arabia

Common Shares


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

Incorporated State: Saudi Arabia

Common Shares

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

Arabian Gulf Material Supply Company, Ltd.

Incorporated State: Cayman Islands

Page 16 of 37

Schedule 6.8 — Subsidiaries

CB&I UK LIMITED

Incorporated State: Staines, Middlesex

Common Shares


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

Incorporated State: Delaware

Membership Units

Shareholders (Corporations)

Number of Shares

% of Issued

% of Outstanding

CB&I Tyler Company

2.00

100.0000

CBI (Malaysia) Sdn. Bhd.

Incorporated State: Malaysia

Common Shares

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	%

CBI (Philippines) Inc.

Incorporated State: Philippines

Common Shares

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	%

Page 21 of 37

Schedule 6.8 — Subsidiaries

CBI (Thailand) Limited

Incorporated State: Bangkok Metropolis, Thailand

Common Shares


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	%

CBI ARUBA N.V.

Incorporated State: ARUBA

Common Shares

Shareholders (Corporations)

Number of Shares

% of Issued

% of Outstanding

Chicago Bridge & Iron Company B.V.

5,000.00

100.0000

CBI Americas Ltd.

Incorporated State: Delaware

Common Shares

Shareholders (Corporations)

Number of Shares

% of Issued

% of Outstanding

Chicago Bridge & Iron Company

10,000.00

100.0000

CBI Bahamas Limited

Incorporated State: Bahamas

Common Shares

Shareholders (Corporations)

Number of Shares

% of Issued

% of Outstanding

Chicago Bridge & Iron (Antilles) N. V.

5,000.00

100.0000

CBI Caribe, Limited

Incorporated State: Delaware

Common Shares


Shareholders (Corporations)	Number of Shares		% of Issued			% of Outstanding
Chicago Bridge & Iron Company		2,128.00		60.8000	%		60.8000	%

Page 22 of 37

Schedule 6.8 — Subsidiaries

CBI de Nicaragua, Sociedad Anónima

Incorporated State: Nicaragua

Common Shares


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.

Incorporated State: Venezuela

Common Shares

Shareholders (Corporations)

Number of Shares

% of Issued

% of Outstanding

Chicago Bridge & Iron Company

25,050.00

100.0000

CMP Holdings B.V.

Incorporated State: The Netherlands

Common Shares


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.

Incorporated State: Delaware

Common Shares

Shareholders (Corporations)

Number of Shares

% of Issued

% of Outstanding

Chicago Bridge & Iron Company

10,000.00

100.0000

Cape Steel Material Supply Company, Ltd.

Incorporated State: Cayman Islands

Common Shares


Shareholders (Corporations)	Number of Shares		% of Issued			% of Outstanding
Chicago Bridge & Iron (Antilles) N. V.		2.00		100.0000	%		100.0000	%

Central Trading Company, Ltd.

Incorporated State: Delaware

Common Shares


Shareholders (Corporations)	Number of Shares		% of Issued			% of Outstanding
Chicago Bridge & Iron Company		1,000.00		100.0000	%		100.0000	%

Page 26 of 37

Schedule 6.17 — Environmental Matters

A (iii) A subsidiary of the Company is subject to a consent order at its former facility in New Castle, Delaware.

Other matters disclosed in the Company’s Annual Reports on Form 10-K for the years ended December 31, 1998, 1999, 2000, 2001, 2002, 2003, 2004 and 2005.

A (iv) The Company and its subsidiaries have operated for many years at many facilities at which there are or may have been landfills, waste piles, underground storage tanks, aboveground storage tanks, surface impoundments and hazardous waste storage facilities of all kinds, polychlorinated biphenyls (PCBs) used in hydraulic oils, electric transformers or other equipment or asbestos containing materials.

A (v) A subsidiary of the Company was a minority shareholder in a company which owned or operated wood treating facilities at sites in the United States, some of which are currently under investigation, monitoring or remediation under various environmental laws. With respect to some of these sites, the subsidiary has been named a potentially responsible party (“PRP”) under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and similar state laws. Without admitting any liability, the subsidiary has entered into a consent decree with the federal government regarding one of these sites and has had an administrative order issued against it with respect to another. Without admitting any liability, the subsidiary has reached settlements at most sites, which require the other PRP’s to perform the environmental clean-up. In July, 1996, a judgment in favor of the subsidiary was entered in the suit Aluminum Company of America v. Beazer East, Inc. v. Chicago Bridge & Iron Company, instituted in January 1991, before the U.S. District Court for the Western District of Pennsylvania. On September 2, 1997, the United States Court of Appeals for the Third Circuit affirmed the judgment in favor of the subsidiary. There were no further appeals.

The Company has agreed to indemnify parties to whom it has sold facilities for certain environmental liabilities arising from acts occurring before the dates those facilities were transferred.

Other matters disclosed in the Company’s Annual Reports on Form 10-K for the years ended December 31, 1998, 1999, 2000, 2001, 2002, 2003, 2004 and 2005.

Page 35 of 37

Schedule 1.1.4 — LC’s Surety Bonds

CHICAGO BRIDGE & IRON COMPANY N.V.
Consolidated LC’s & Bank Guarantee’s as of June 30, 2006

Value in

Expiry

currency

Value in

Entity

LC Number

Issued by

Beneficiary

Purpose

Issued

Date

Currency

of issue

USD

98 CMP BV

SB 11280

ABN Amro Bank — Dubai

PFD (UK) Limited

Performance

1/14/2004

1/1/2007

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

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

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

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

306,600

94 Callidus Technologies LLC

BMCH16694OS

BMO Bank of Montreal

Jubail United Petrochemical

Performance

6/28/2002

7/8/2006

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

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

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

751,000

68 CBI Eastern Anstalt

EBI1OG06002905

Emirates Bank Int'l

Contracting and Trading Co. "CAT"

Performance

6/29/2006

1/24/2007

117,994

02 CBI Foreign

EBI-PFG-0200344

Emirates Bank Int’l

Saudi Aramco — Qatif

Performance

2/19/2002

7/1/2006

5,786,135

69 Arabian CBI Ltd

EBI1OG06001334

Emirates Bank Int'l

AMC Industrial Construction Company Limited

Advance

3/30/2006

2/26/2008

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

10,025,325

117 Pacific Rim-Fujian Br.

APGTH050061

HSBC — Australia

CNOOC Fujian

Advance

6/8/2005

6/8/2008

4,545,547

117 Pacific Rim-Fujian Br.

APGPTH050065

HSBC — Australia

CNOOC Fujian

Advance

6/8/2005

6/8/2008

2,272,774

117 Pacific Rim-Fujian Br.

APGPTH050066-

HSBC — Australia

CNOOC Fujian

Advance

6/8/2005

6/8/2008

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 1.1.4 — LC’s Surety Bonds

CHICAGO BRIDGE & IRON COMPANY N.V.
Consolidated LC’s & Bank Guarantee’s as of June 30, 2006

Value in

Expiry

currency

Value in

Entity

LC Number

Issued by

Beneficiary

Purpose

Issued

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

361,061

77 CBI ST Limited(Thailand)

60069

HSBC — Australia

ABB Process Solutions & Services S.p.A

Performance

5/11/2006

6/18/2009

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

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

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

339,039

505 CBI Europe BV (China)

60045

HSBC — Australia

Zhejiang China

Bid

3/3/2006

9/3/2006

100,000

505 CBI Europe BV (China)

60052

HSBC — Australia

Shanghai LNG Company

Bid

3/24/2006

9/24/2006

200,000

508 CBI Europe/Chengda Cons

APGPTH050063

HSBC — Australia

CNOOC Fujian

Advance

6/8/2005

6/8/2008

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

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

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

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

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

32,061

68 CBI Eastern Anstalt

GTE/CCO/066945/B

HSBC — Bank Middle East

Snamprogetti SPA

Performance

4/6/2006

9/30/2006

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

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

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

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

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

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

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

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

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

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

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

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

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

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

41,000

68 CBI Eastern Anstalt

GTE/CCO/066946/B

HSBC — Bank Middle East

Snamprogetti SPA

Performance

4/6/2006

9/30/2006

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

100,000

72 Oasis Supply Company Anstalt

GTE/CCO/511052/B

HSBC — Bank Middle East

JGC Corporation

Advance

11/1/2005

11/1/2006

350,000

72 Oasis Supply Company Anstalt

GTE/CCO/512138/B

HSBC — Bank Middle East

JGC Corporation

Advance

1/3/2006

1/3/2007

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

1,199,643

68 CBI Eastern Anstalt

G027961

Mashreq Bank

Eastern Bechtel Co. Ltd.

Performance

4/28/2002

3/28/2007

22,577

68 CBI Eastern Anstalt

G027962

Mashreq Bank

Eastern Bechtel Co. Ltd.

Retention

4/28/2002

3/28/2007

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 1.1.4 — LC’s & Surety Bonds

CHICAGO BRIDGE & IRON COMPANY N.V.
Consolidated LC’s & Bank Guarantee’s as of June 30, 2006

Value in

Expiry

currency

Value in

Entity

LC Number

Issued by

Beneficiary

Purpose

Issued

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

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

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

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 1.1.4 — LC’s & Surety Bonds

CHICAGO BRIDGE & IRON COMPANY N.V.
Consolidated LC’s & Bank Guarantee’s as of June 30, 2006

Value in

Expiry

currency

Value in

Entity

LC Number

Issued by

Beneficiary

Purpose

Issued

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

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

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

53,000

101 CBI Company & Co. LLC

G050941

Mashreq Bank

Mitsubishi Heavy Industries Fertiliser Project

Advance

2/6/2006

5/31/2007

106,000

12 Arabian Gulf Material Supply Company

G050953

Mashreq Bank

Mitsubishi Heavy Industries, Ltd.

Advance

2/6/2006

5/31/2007

1,116,000

12 Arabian Gulf Material Supply Company

G050954

Mashreq Bank

Mitsubishi Heavy Industries, Ltd.

Performance

2/6/2006

5/31/2009

372,000

72 Oasis Supply Company Anstalt

G033061

Mashreq Bank

Chiyoda Corporation

Performance

2/24/2003

7/31/2006

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

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

2,044,400

68 CBI Eastern Anstalt

20060808173

National Bank of Kuwait

Kuwait Paraxylene Production Company

Bid

6/18/2006

9/18/2006

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

82,734

69 Arabian CBI Ltd

3000366483

Saudi American Bank

Chiyoda

Performance

3/10/2003

7/31/2006

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

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

520,000

69 Arabian CBI Ltd

3000367598

Saudi American Bank

Jubail Chevron Phillips Co.

Performance

4/12/2005

2/5/2008

1,181,200

69 Arabian CBI Ltd

3000367604

Saudi American Bank

Saudi Chevron Petrochemical Co.

Performance

4/12/2005

1/21/2009

146,960

69 Arabian CBI Ltd

3000367596

Saudi American Bank

Snamprogetti

Retention

4/10/2005

12/15/2006

628,657

69 Arabian CBI Ltd

3000367902

Saudi American Bank

Sharq

Performance

8/10/2005

11/30/2007

5,674,338

69 Arabian CBI Ltd

3000367976

Saudi American Bank

Sharq

Retention

9/12/2005

11/16/2007

2,826,228

69 Arabian CBI Ltd

3000368022

Saudi American Bank

Samsung

Performance

10/4/2005

2/17/2007

215,000

69 Arabian CBI Ltd

3000368033

Saudi American Bank

Samsung

Advance

10/9/2005

2/17/2007

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

594,000

69 Arabian CBI Ltd

3000368357

Saudi American Bank

Samsung

Performance

3/1/2006

8/20/2007

297,000

Schedule 1.1.4 — LC’s & Surety Bonds

CHICAGO BRIDGE & IRON COMPANY N.V.
Consolidated LC’s & Bank Guarantee’s as of June 30, 2006

Value in

Expiry

currency

Value in

Entity

LC Number

Issued by

Beneficiary

Purpose

Issued

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

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

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

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

13,700,000

98 CMP BV

DU/CGY303412

Standard Chartered Bank

Chiyotec Limited

Performance

7/28/2003

11/30/2008

5,882,739

98 CMP BV

DU1/CGY303411

Standard Chartered Bank

Chiyotec Limited

Advance

7/28/2003

3/31/2007

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

3,717,261

506 CBI Europe BV (Sakhalin)

DU1/CGY303410

Standard Chartered Bank

CTSD Limited

Advance

7/28/2003

3/31/2007

5,575,892

68 CBI Eastern Anstalt

DU1/CGY502015

Standard Chartered Bank

Taisei Corporation

Retention

5/5/2005

9/8/2006

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

582,000

69 Arabian CBI Ltd

DU1/CGY500814

Standard Chartered Bank

JGC Arabia Limited

Advance

3/1/2005

9/30/2006

798,823

72 Oasis Supply Company Anstalt

DU1/CGY500813

Standard Chartered Bank

JGC Corporation

Advance

3/1/2005

7/1/2006

771,177

72 Oasis Supply Company Anstalt

DU1/CGY500811

Standard Chartered Bank

JGC Corporation

Advance

3/1/2005

7/1/2006

2,699,119

72 Oasis Supply Company Anstalt

DU1/CGY502237

Standard Chartered Bank

JGC Corporation

Advance

5/16/2005

7/1/2006

2,699,119

69 Arabian CBI Ltd

DU1/CGY500815

Standard Chartered Bank

JGC Arabia Limited

Performance

3/1/2005

3/31/2009

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

5,114,655

08 CBI NV

750105

REV Credit Facility

AIG

Financial

10/22/2001

2/7/2007

4,436,842

08 CBI NV

751694

REV Credit Facility

St Paul Fire and Marine Insurance

Financial

11/21/2003

8/22/2006

10,557,607

39 CBI (Delaware)

SLT321426

REV Credit Facility

Bank One NA

Financial

5/29/2001

8/31/2006

2,000,000

39 CBI (Delaware)

SLT751064

REV Credit Facility

Continental Casualty Company

Financial

2/1/2003

2/1/2007

9,441,000

39 CBI (Delaware)

251625

REV Credit Facility

Federal Insurance Company

Financial

3/28/2006

3/16/2007

12,500,000

Woodlands International Insurance Comp.

246955

REV Credit Facility

Zurich American Insurance Company

Financial

3/22/2006

3/31/2007

20,000,000

45 Central Trading Company Ltd

CPCS-645328

REV Credit Facility

Crystallex International Corporation

Advance

7/19/2005

7/13/2006

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

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

348,700

47 Constructora CBI Limitada (Chile)

CPCS-647027

REV Credit Facility

Salfa Montajes S.A.

Performance

8/3/2005

12/31/2006

237,659

47 Constructora CBI Limitada (Chile)

213571

REV Credit Facility

Compania de Petroleos de Chile COPEC

Advance

11/14/2005

3/27/2007

530,035

47 Constructora CBI Limitada (Chile)

213570

REV Credit Facility

Compania de Petroleos de Chile COPEC

Advance

11/14/2005

3/27/2007

113,410

CBI Americas Ltd

CPCS-638169

REV Credit Facility

Gasmar S.A.

Performance

5/17/2005

6/23/2007

303,979

CBI Americas Ltd

212424

REV Credit Facility

Hovensa L.L.C.

Performance

11/8/2005

10/16/2007

1,186,764

21 Oceanic Contractors

264150

REV Credit Facility

Pluspetrol Peru Corporation

Performance

6/6/2006

10/17/2007

762,840

21 Oceanic Contractors

264148

REV Credit Facility

Pluspetrol Peru Corporation

Performance

6/6/2006

10/29/2007

89,929

CSA Trading Company Ltd

264147

REV Credit Facility

Pluspetrol Peru Corporation

Performance

6/6/2006

5/30/2007

3,879,055

71 CSA Trading Company Ltd

220666

REV Credit Facility

Crystallex International Corporation

Performance

12/15/2005

12/20/2006

513,025

71 CSA Trading Company Ltd

217595

REV Credit Facility

Pluspetrol Peru Corporation S.A.

Advance

11/30/2005

9/1/2006

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

628,469

Schedule 1.1.4 — LC’s & Surety Bonds

CHICAGO BRIDGE & IRON COMPANY N.V.
Consolidated LC’s & Bank Guarantee’s as of June 30, 2006

Value in

Expiry

currency

Value in

Entity

LC Number

Issued by

Beneficiary

Purpose

Issued

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

660,000

50 CBI Europe BV

251562

REV Credit Facility

CNOOC-FUJIAN LNG CO

Advance

3/28/2006

4/30/2007

1,659,235

50 CBI Europe BV

251601

REV Credit Facility

CNOOC-FUJIAN LNG CO

Advance

3/28/2006

4/30/2007

625,565

508 CBI Europe/Chengda Cons

227859

REV Credit Facility

CNOOC-Fujian LNG Co

Advance

1/20/2006

3/31/2007

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

562,000

72 Oasis Supply Company Anstalt

533636028

REV Credit Facility

Samsung Saudi Arabia Ltd

Performance

12/2/2005

3/19/2008

2,810,000

92 Howe Baker Engineers

751680

REV Credit Facility

Marathon Ashland Petroleum LLC

Retention

11/19/2003

11/7/2007

3,258,319

92 Howe Baker Engineers

410076

REV Credit Facility

JGC (USA), Inc.

Performance

3/17/2004

7/31/2007

80,900

92 Howe Baker Engineers

CPCS-637798

REV Credit Facility

Petrolera Zuata, Petrozuata C.A.

Performance

5/12/2005

6/30/2006

2,089,200

92 Howe Baker Engineers

646660

REV Credit Facility

Pluspetrol Peru Corporation

Performance

8/1/2005

9/30/2006

47,469,729

92 Howe Baker Engineers

CPCS-646220

REV Credit Facility

Tipiel S.A.

Performance

7/26/2005

2/8/2007

22,160

92 Howe Baker Engineers

410634

REV Credit Facility

Marathon Ashland Petroleum LLC

Performance

9/28/2004

11/7/2007

1,040,307

92 Howe Baker Engineers

218562

REV Credit Facility

Pluspetrol Peru

Performance

12/5/2005

1/1/2008

7,223,160

92 Howe Baker Engineers

233701

REV Credit Facility

Marathon Ashland Petroleum

Performance

2/3/2006

11/7/2007

4,015,327

92 Howe Baker Engineers

252574

REV Credit Facility

Toyo Engineering India Ltd

Performance

4/5/2006

2/14/2008

59,539

92 Howe Baker Engineers

256904

REV Credit Facility

Marathon Petroleum Company

Financial

4/27/2006

11/7/2007

4,015,327

92 Howe Baker Engineers

263111

REV Credit Facility

Conocophillips Company

Performance

6/2/2006

7/15/2006

3,033,826

92 Howe Baker Engineers

253550

REV Credit Facility

Cabinda Gulf Oil Company Ltd

Performance

4/10/2006

12/1/2009

25,250,000

92 Howe Baker Engineers

253547

REV Credit Facility

Cabinda Gulf Oil Company Ltd

Advance

4/10/2006

5/1/2008

25,250,000

94 Callidus Technologies LLC

G5097/03

REV Credit Facility

BP Exploration (Shah Deniz) Limited

Performance

10/29/2003

9/30/2007

135,271

94 Callidus Technologies LLC

G5023/04

REV Credit Facility

Aker Kvaerner Netherlands B.V.

Performance

4/19/2004

7/31/2007

75,000

94 Callidus Technologies LLC

G5002/04

REV Credit Facility

MW Kellogg

Performance

1/8/2004

12/31/2007

34,425

94 Callidus Technologies LLC

777520022681L

REV Credit Facility

Larsen & Toubro

Performance

12/23/2003

8/14/2006

284,986

94 Callidus Technologies LLC

752134

REV Credit Facility

Mitsubishi Heavy Industries Ltd

Performance

1/5/2004

1/19/2007

6,755

94 Callidus Technologies LLC

G5011/04

REV Credit Facility

Gulf Advanced Chemical Industries Company Ltd

Performance

2/3/2004

7/31/2007

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

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

5,000,000

37Ind Constructors (Industrial Division)

SLT751624

REV Credit Facility

Trunkline LNG Company, LLC

Performance

9/26/2003

7/31/2006

14,320,343

37Ind Constructors (Industrial Division)

410872

REV Credit Facility

Dominion Cove Point LNG Lmt

Performance

1/5/2005

6/30/2009

18,760,000

37Ind Constructors (Industrial Division)

410679

REV Credit Facility

Trunkline LNG

Performance

10/19/2004

6/30/2006

9,460,630

37Ind Constructors (Industrial Division)

227889

REV Credit Facility

Marathon Petroleum Company

Performance

1/17/2006

8/17/2007

947,790

37Ind Constructors (Industrial Division)

256940

REV Credit Facility

Golden Pass

Performance

4/27/2006

9/1/2006

9,000,000

37Ind Constructors (Industrial Division)

261737

REV Credit Facility

Houston Fuel Oil Terminal Company

Performance

5/24/2006

3/1/2007

141,771

37Ind Constructors (Industrial Division)

267705

REV Credit Facility

Kinder Morgan Liquids Terminals LP

Retention

6/23/2006

5/27/2007

104,144

40 CBI Services

410972

REV Credit Facility

Western Surety Company

Financial

2/7/2005

2/7/2007

4,039,750

40 CBI Services

410692

REV Credit Facility

Yankee Gas Services Company

Performance

10/15/2004

10/14/2007

20,000,000

40 CBI Services

204167

REV Credit Facility

Hitachi America Ltd

Performance

9/27/2005

6/30/2009

121,310

40 CBI Services

264146

REV Credit Facility

Alstom Power

Warranty

6/6/2006

10/1/2007

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

Value in Issued

USD 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

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

37Ind Constructors (Industrial Division)

58618535

WESTERN SURETY COMPANY (WSC)

State of Iowa

License/Permit

07-Aug-99

07-Aug-06

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

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

37Ind Constructors (Industrial Division)

58618594

WESTERN SURETY COMPANY (WSC)

State of Oklahoma

License/Permit

09-Jan-03

09-Jan-07

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

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

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

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

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

37Ind Constructors (Industrial Division)

58633468

WESTERN SURETY COMPANY (WSC)

State of Arkansas

License/Permit

01-Apr-99

01-Apr-09

10,000

37Ind Constructors (Industrial Division)

58633470

WESTERN SURETY COMPANY (WSC)

State of California

License/Permit

02-Nov-98

02-Nov-08

10,000

37Ind Constructors (Industrial Division)

58633471

WESTERN SURETY COMPANY (WSC)

State of California

License/Permit

11-Dec-98

11-Dec-08

7,500

37Ind Constructors (Industrial Division)

58633472

WESTERN SURETY COMPANY (WSC)

State of Washington

License/Permit

12-Jun-99

12-Jun-09

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

37Ind Constructors (Industrial Division)

81558708

FEDERAL INSURANCE COMPANY (FED)

M&D Mechanical

Performance and Payment

06-Jun-06

03-Apr-07

869,200

37Ind Constructors (Industrial Division)

81558787

FEDERAL INSURANCE COMPANY (FED)

Terra Mississippi Nitrogen, INC.

Retention

16-Sep-05

07-Oct-06

299,300

37Ind Constructors (Industrial Division)

81558803

FEDERAL INSURANCE COMPANY (FED)

Chevron Products Company

Retention

07-Nov-05

01-Aug-06

128,091

37Ind Constructors (Industrial Division)

81558805

FEDERAL INSURANCE COMPANY (FED)

Pasadena Refining System, Inc.

Retention

21-Oct-05

21-Dec-06

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

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

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

37Ind Constructors (Industrial Division)

CMS215366

RLI INSURANCE COMPANY (RLI)

State of Oregon

License/Permit

31-May-05

31-May-07

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

37Ind Constructors (Industrial Division)

CMS226322

RLI INSURANCE COMPANY (RLI)

JE Merit Constructors, Inc.

Retention

10-Jan-06

10-Jan-07

428,277

37Ind Constructors (Industrial Division)

CMS226329

RLI INSURANCE COMPANY (RLI)

Sunoco Pipeline L.P.

Retention

01-Mar-06

01-Mar-07

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

Sub-total

47,246,648

37Wtr Constructors (Water Division)

15814608

Other

State of Texas

Public

31-Mar-06

31-Mar-10

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

37Wtr Constructors (Water Division)

58618541

WESTERN SURETY COMPANY (WSC)

State of California

License/Permit

05-Sep-02

04-Oct-06

7,500

Surety Bonds as of 6/30/06

Value in Issued

USD 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

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

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

37Wtr Constructors (Water Division)

58618563

WESTERN SURETY COMPANY (WSC)

Clermont County Commissioners

Performance and Payment

08-Nov-04

08-Sep-06

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

37Wtr Constructors (Water Division)

58618566

WESTERN SURETY COMPANY (WSC)

City of Jamestown

License/Permit

11-Nov-04

31-Dec-06

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

37Wtr Constructors (Water Division)

58618577

WESTERN SURETY COMPANY (WSC)

State of Mississippi

License/Permit

14-Dec-04

14-Dec-06

57,950

37Wtr Constructors (Water Division)

58618579

WESTERN SURETY COMPANY (WSC)

State of Mississippi

License/Permit

14-Dec-04

14-Dec-06

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

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

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

37Wtr Constructors (Water Division)

58618615

WESTERN SURETY COMPANY (WSC)

Urbandale Water Utility

Performance and Payment

07-Apr-05

15-Nov-06

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

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

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

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

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

37Wtr Constructors (Water Division)

58627887

WESTERN SURETY COMPANY (WSC)

City of Rosemount

Performance and Payment

06-May-05

15-Nov-06

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

37Wtr Constructors (Water Division)

58629025

WESTERN SURETY COMPANY (WSC)

City of Monticello

Performance and Payment

18-May-05

31-Oct-06

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

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

37Wtr Constructors (Water Division)

58629028

WESTERN SURETY COMPANY (WSC)

City of Delaware

Performance and Payment

09-May-05

30-Jul-07

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

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

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

37Wtr Constructors (Water Division)

58629039

WESTERN SURETY COMPANY (WSC)

City of Osage Beach, MO

Maintenance

22-Jul-05

31-Aug-07

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

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

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

37Wtr Constructors (Water Division)

58629043

WESTERN SURETY COMPANY (WSC)

City of Youngstown

Performance and Payment

20-May-05

20-Mar-07

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

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

37Wtr Constructors (Water Division)

58629052

WESTERN SURETY COMPANY (WSC)

City of Toledo

Performance and Payment

08-Aug-05

15-Apr-07

2,137,000

Surety Bonds as of 6/30/06

Value in Issued

USD 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

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

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

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

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

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

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

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

37Wtr Constructors (Water Division)

58633442

WESTERN SURETY COMPANY (WSC)

Secretary of State, State of California

Public

09-Dec-05

08-Dec-09

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

37Wtr Constructors (Water Division)

58633445

WESTERN SURETY COMPANY (WSC)

City of Columbia

Performance and Payment

06-Dec-05

09-May-07

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

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

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

37Wtr Constructors (Water Division)

58633466

WESTERN SURETY COMPANY (WSC)

Road Commission for Oakland County

License/Permit

01-Mar-06

30-Nov-08

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

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

37Wtr Constructors (Water Division)

58633477

WESTERN SURETY COMPANY (WSC)

State of Alaska

License/Permit

02-Nov-03

02-Nov-08

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

37Wtr Constructors (Water Division)

58633479

WESTERN SURETY COMPANY (WSC)

State of Wyoming

Wage and Welfare

03-Apr-05

03-Apr-07

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

37Wtr Constructors (Water Division)

58633481

WESTERN SURETY COMPANY (WSC)

City of Fulton

Performance and Payment

17-Mar-06

31-Aug-07

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

37Wtr Constructors (Water Division)

58633483

WESTERN SURETY COMPANY (WSC)

State of Washington

License/Permit

15-Sep-03

15-Sep-08

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

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

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

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

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

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

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

37Wtr Constructors (Water Division)

81558698

FEDERAL INSURANCE COMPANY (FED)

City of Park Rapids

Performance and Payment

25-Apr-06

01-Aug-07

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

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

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

Surety Bonds as of 6/30/06

Value in Issued

USD 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

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

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

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

37Wtr Constructors (Water Division)

81558773

FEDERAL INSURANCE COMPANY (FED)

City of Mound

Performance and Payment

13-May-05

01-Aug-06

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

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

37Wtr Constructors (Water Division)

81558780

FEDERAL INSURANCE COMPANY (FED)

Town of Smyrna

Performance and Payment

09-Sep-05

30-Dec-06

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

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

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

37Wtr Constructors (Water Division)

81558786

FEDERAL INSURANCE COMPANY (FED)

County of Stafford

Performance and Payment

28-Sep-05

15-Dec-06

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

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

37Wtr Constructors (Water Division)

81558792

FEDERAL INSURANCE COMPANY (FED)

World Land Developers, LP

Performance and Payment

21-Oct-05

15-Sep-06

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

37Wtr Constructors (Water Division)

81558794

FEDERAL INSURANCE COMPANY (FED)

Hampshire West, LLC

Performance and Payment

31-Oct-05

30-Sep-06

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

37Wtr Constructors (Water Division)

81558797

FEDERAL INSURANCE COMPANY (FED)

Seacoast Utility Authority

Public

09-Nov-05

30-Jan-07

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

37Wtr Constructors (Water Division)

81558799

FEDERAL INSURANCE COMPANY (FED)

Aqua Ohio, Inc.

Performance and Payment

18-Nov-05

31-Dec-06

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

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

37Wtr Constructors (Water Division)

81558802

FEDERAL INSURANCE COMPANY (FED)

Palmdale Water District

Performance and Payment

09-Dec-05

01-Oct-06

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

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

37Wtr Constructors (Water Division)

81558808

FEDERAL INSURANCE COMPANY (FED)

Voss Farms, LTD

Performance and Payment

17-Jan-06

12-Mar-07

839,333

37Wtr Constructors (Water Division)

81558809

FEDERAL INSURANCE COMPANY (FED)

The Board of Directors of County Sanitation District No. 2 of Los Angeles County, S

Performance and Payment

03-Feb-06

25-Aug-06

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

37Wtr Constructors (Water Division)

81558812

FEDERAL INSURANCE COMPANY (FED)

Town of Cary

Performance and Payment

17-Feb-06

25-Aug-07

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

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

37Wtr Constructors (Water Division)

81558815

FEDERAL INSURANCE COMPANY (FED)

Town of Moreau

Performance and Payment

07-Mar-06

31-Jul-07

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

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

Surety Bonds as of 6/30/06

Value in Issued

USD 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

37Wtr Constructors (Water Division)

CMS215357

RLI INSURANCE COMPANY (RLI)

City of Rochelle, IL

Warranty

12-Nov-04

12-Nov-07

44,890

37Wtr Constructors (Water Division)

CMS215367

RLI INSURANCE COMPANY (RLI)

Kalamazoo County

License/Permit

26-Jul-04

26-Jul-06

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

37Wtr Constructors (Water Division)

CMS226305

RLI INSURANCE COMPANY (RLI)

Knickerbocker Properties, LLC

Maintenance

20-Dec-04

20-Dec-07

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

37Wtr Constructors (Water Division)

CMS226308

RLI INSURANCE COMPANY (RLI)

Mahoning County Engineer

License/Permit

20-Jul-05

20-Jul-06

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

37Wtr Constructors (Water Division)

CMS226331

RLI INSURANCE COMPANY (RLI)

Calvert County Department of Project Management

Performance

01-Jun-06

01-Jun-07

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

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

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

37Wtr Constructors (Water Division)

K07444126

WESTCHESTER FIRE INSURANCE COMPANY (WIF)

Kalamazoo County Drain Commission

License/Permit

01-Jan-06

01-Jan-07

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

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

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

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

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

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

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

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

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

37Wtr Constructors (Water Division)

TB6456

ST. PAUL FIRE AND MARINE INSURANCE COMPANY (SFM)

Valero Refining

Retention

10-Mar-04

10-Mar-07

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

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

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

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

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

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

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

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

Sub-total

194,051,462

39 CBI (Delaware)

1062797

Washington International

US Customs Service

Custom

18-Jun-02

18-Jun-07

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

Surety Bonds as of 6/30/06

Value in Issued

USD 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

39 CBI (Delaware)

58618542

WESTERN SURETY COMPANY (WSC)

State of Iowa, Division of Labor

License/Permit

09-Oct-02

09-Oct-06

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

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

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

39 CBI (Delaware)

CMS215359

RLI INSURANCE COMPANY (RLI)

State of Oregon

License/Permit

07-Feb-02

07-Feb-07

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

39 CBI (Delaware)

CMS215363

RLI INSURANCE COMPANY (RLI)

State of Arizona Department of Revenue

License/Permit

30-Jun-02

30-Jun-07

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

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

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

41 Morse Construction

CMS215362

RLI INSURANCE COMPANY (RLI)

State of Nevada

License/Permit

11-Jul-02

01-Jun-07

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

41 Morse Construction

81558864

FEDERAL INSURANCE COMPANY (FED)

Vue du Lac, LLC

Performance and Payment

24-Mar-06

15-Sep-06

672,138

41 Morse Construction

81558859

FEDERAL INSURANCE COMPANY (FED)

Brutoco Engineering & Construction

Performance and Payment

06-Mar-06

31-Dec-06

890,104

41 Morse Construction

81558811

FEDERAL INSURANCE COMPANY (FED)

Kaweah Construction Co.

Performance and Payment

04-Jan-06

04-Jan-07

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

41 Morse Construction

58637382

WESTERN SURETY COMPANY (WSC)

City of Monroe

Performance and Payment

04-Apr-06

31-Dec-06

1,172,885

41 Morse Construction

58633465

WESTERN SURETY COMPANY (WSC)

State of Oregon

License/Permit

13-May-02

16-May-08

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

41 Morse Construction

58633441

WESTERN SURETY COMPANY (WSC)

City of Tualatin, Oregon

Performance and Payment

18-Nov-05

31-Dec-06

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

41 Morse Construction

58629034

WESTERN SURETY COMPANY (WSC)

Pacific Mechanical Corporation

Performance and Payment

29-Apr-05

01-Oct-06

2,572,000

41 Morse Construction

58627869

WESTERN SURETY COMPANY (WSC)

State of California

License/Permit

27-Feb-02

27-Feb-07

10,000

41 Morse Construction

58627868

WESTERN SURETY COMPANY (WSC)

State of California

License/Permit

27-Feb-02

27-Feb-07

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

41 Morse Construction

58627866

WESTERN SURETY COMPANY (WSC)

State of Alaska

License/Permit

27-Feb-02

27-Feb-07

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

40 CBI Services

58618536

WESTERN SURETY COMPANY (WSC)

State of Alaska

License/Permit

31-Aug-02

31-Aug-06

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

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

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

40 CBI Services

K07443912

WESTCHESTER FIRE INSURANCE COMPANY (WIF)

Hitachi America Ltd.

Maintenance

01-May-06

01-May-09

10,000

Surety Bonds as of 6/30/06

Value in Issued

USD 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

40 CBI Services

K07231684

WESTCHESTER FIRE INSURANCE COMPANY (WIF)

LG Constructors, Inc

Performance and Payment

27-Jun-06

01-May-08

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

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

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

40 CBI Services

CMS226303

RLI INSURANCE COMPANY (RLI)

Iron Workers Locals 40,361, & 417 Union

Welfare

04-Jul-05

04-Jul-08

30,000

40 CBI Services

CMS226302

RLI INSURANCE COMPANY (RLI)

Local 282 Welfare, Pension, Annuity,

Welfare

04-Jul-05

04-Jul-06

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

40 CBI Services

CMS215368

RLI INSURANCE COMPANY (RLI)

State of Arizona

License/Permit

27-Jul-98

27-Jul-06

40,000

40 CBI Services

CMS215364

RLI INSURANCE COMPANY (RLI)

State of California

Wage and Welfare

16-Jul-02

16-Jul-06

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

40 CBI Services

81558804

FEDERAL INSURANCE COMPANY (FED)

Kiewit Pacific Company

Performance and Payment

12-Dec-05

01-Sep-06

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

40 CBI Services

58633476

WESTERN SURETY COMPANY (WSC)

State of Washington

License/Permit

17-Jun-04

17-Jun-09

12,000

40 CBI Services

58633475

WESTERN SURETY COMPANY (WSC)

State of Washington

License/Permit

17-Jun-99

17-Jun-09

12,000

40 CBI Services

58633474

WESTERN SURETY COMPANY (WSC)

State of California

License/Permit

13-Mar-99

13-Mar-09

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

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

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

40 CBI Services

58627870

WESTERN SURETY COMPANY (WSC)

State of Oregon Construction Contractors Board

License/Permit

26-Mar-02

26-Mar-07

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

40 CBI Services

58627864

WESTERN SURETY COMPANY (WSC)

Nevada Department of Taxation

Tax

01-Jan-04

01-Jan-07

100

40 CBI Services

58627863

WESTERN SURETY COMPANY (WSC)

Laborers Union Local #731

Wage and Welfare

08-Nov-03

01-Mar-07

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

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

40 CBI Services

58618616

WESTERN SURETY COMPANY (WSC)

State of Connecticut

License/Permit

19-Oct-04

08-Feb-07

4,039,750

40 CBI Services

58618605

WESTERN SURETY COMPANY (WSC)

Township of Long Beach

Maintenance

04-Oct-04

04-Oct-06

91,700

40 CBI Services

58618558

WESTERN SURETY COMPANY (WSC)

Iowa Division of Labor

Labor

01-Nov-04

01-Nov-06

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

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

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

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

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

Surety Bonds as of 6/30/06

Value in Issued

USD 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

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

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

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

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

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

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

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

92 Howe Baker Engineers

CMS215355

RLI INSURANCE COMPANY (RLI)

State of Wyoming

License/Permit

31-Mar-05

31-Mar-07

776,311

92 Howe Baker Engineers

58627879

WESTERN SURETY COMPANY (WSC)

State of Washington

License/Permit

16-Apr-02

16-Apr-07

12,000

92 Howe Baker Engineers

58627878

WESTERN SURETY COMPANY (WSC)

State of California

License/Permit

11-Mar-02

11-Mar-07

7,500

92 Howe Baker Engineers

58627877

WESTERN SURETY COMPANY (WSC)

State of California

License/Permit

11-Mar-02

11-Mar-07

10,000

92 Howe Baker Engineers

58618539

WESTERN SURETY COMPANY (WSC)

NEW CENTURY FINANCIAL

Court

14-Sep-04

14-Sep-06

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

33 A & B Builders, Ltd

CMS226317

RLI INSURANCE COMPANY (RLI)

City of Beaumont

License/Permit

13-Sep-05

13-Sep-06

15,000

33 A & B Builders, Ltd

CMS226306

RLI INSURANCE COMPANY (RLI)

State of Wyoming

Payment

01-Apr-05

01-Feb-07

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

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

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

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

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

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

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 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

Surety Bonds as of 6/30/06

Value in Issued

USD 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

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

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

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

44 CBI Venezolana

01-16-104060

Seguros Mercantil

Operadora Cerro Negro

Performance

21-May-04

21-May-06

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

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

Surety Bonds as of 6/30/06

Value in Issued

USD 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

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

44 CBI Venezolana

35-16-100097

Seguros Mercantil

SINCOR

Performance

01-Jun-02

01-Jun-07

356,785

44 CBI Venezolana

35-16-100098

Seguros Mercantil

SINCOR

Performance

01-Jun-02

01-Jun-07

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

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

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

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

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

Sub-total

28,378

TOTAL

312,125,424


Name of Lender	Commitment
JPMorgan Chase Bank, National Association	$	62,250,000
Bank of America, N.A.	$	62,250,000
Bank of Montreal	$	54,000,000
The Royal Bank of Scotland plc	$	54,000,000
Wells Fargo Bank, National Association	$	54,000,000
BNP Paribas	$	54,000,000
Fortis Capital Corp.	$	50,000,000
Calyon New York Branch	$	50,000,000
PNC Bank, National Association	$	35,000,000
UBS Loan Finance LLC	$	35,000,000
Credit Suisse First Boston, acting through its Cayman Islands Branch	$	32,500,000
Regions Bank	$	30,000,000
The Northern Trust Company	$	27,500,000
Allied Irish Bank, PLC	$	25,000,000
Abu Dhabi International Bank Inc.	$	25,000,000
Amegy Bank National Association	$	25,000,000
Arab Banking Corporation	$	20,000,000
Bank of Texas, N.A.	$	20,000,000
The Bank of New York	$	20,000,000


2.	Date of Assignment Agreement.	, 200

3.	Amounts (As of Date of Item 2 above):	$

		[Facility Name*]

	Assignee’s percentage of each Facility purchased under the Assignment Agreement**	%

	Amount of each Facility purchased under the Assignment Agreement***	$

4.	Assignee’s Commitment (or Loans with respect to terminated Commitment) purchased hereunder:	$

5.	Proposed Effective Date:

6.	Non-standard Recordation Fee Arrangement:	N/A*** [Assignor/Assignee to pay 100% of fee]

*		Insert specific facility names per Credit Agreement

**		Percentage taken to 10 decimal places

***		If fee is split 50-50, pick N/A as option

****		So long as no Default shall have occurred and is continuing


Name:		Telephone No.:
Fax No.:		Telex No.:
		Answerback:


Name:		Telephone No.:
Fax No.:		Telex No.:
		Answerback:


Name of Lender	Commitment
Capital One, N.A.	$	20,000,000
Wood Forest National Bank	$	20,000,000
Standard Chartered Bank	$	20,000,000
Compass Bank	$	20,000,000
TOTAL	$	850,000,000


	[CHICAGO BRIDGE & IRON COMPANY N.V.] [SUBSIDIARY BORROWER]
	By:
		Name:
		Title:


	Dated ____________ __, [CHICAGO BRIDGE & IRON COMPANY N.V.] [SUBSIDIARY BORROWER]
	By:
		Name:
		Title:


Accepted and Agreed:

[NAME OF ASSIGNOR]		[NAME OF ASSIGNEE]

By:		By:
Title:		Title:


ACCEPTED AND CONSENTED TO****		ACCEPTED AND CONSENTED TO
BY		BY

[NAME OF BORROWER]		JPMORGAN CHASE BANK,
		NATIONAL ASSOCIATION, AS
		ADMINISTRATIVE AGENT

By:		By:
Title:		Title:


Booking Installation:		Booking Installation:
Name:		Name:
Telephone No.:		Telephone No.:
Fax No.:		Fax No.:
Telex No.:		Telex No.:
Answerback:		Answerback:


Initial Funding Contact:		Subsequent Operations Contact:
Name:		Name:
Telephone No.:		Telephone No.:
Fax No.:		Fax No.:
		JPMorgan Telex No.:

I.		FINANCIAL COVENANTS

A.		MAXIMUM LEVERAGE RATIO (Section 7.4(A))


(1)	Adjusted Indebtedness			$

(2)	EBITDA

	(a)	Net Income		$

	(b)	Interest Expense	+	$

	(c)	Taxes	+	$

	(d)	Non-recurring non-cash charges	+	$

	(e)	Extraordinary losses incurred other than in the ordinary course of business	+	$

	(f)	Non-recurring non-cash credits	-	$

	(g)	Extraordinary gains realized other than in the ordinary course of business	-	$

	(h)	Non-recurring after-tax losses	+	$

	(i)	EBIT	=	$

	(j)	Depreciation	+	$

	(k)	Amortization	+	$

	(l)	EBITDA	=	$

(3)	“Leverage Ratio” (Ratio of item (1) to (2)(l))			to 1.00

(4)	Maximum Leverage Ratio			2.50 to 1.00


(1)	Aggregate amount of Restricted Payments made or paid by the Company or any Subsidiary	$
	Maximum: $100,000,000

E.		MATERIAL SUBSIDIARY CALCULATIONS (Sections 7.2(K) and 7.3(Q))

		Material Subsidiaries


		Signatory to
		Subsidiary Guaranty
Name of Material Subsidiaries and Jurisdiction of Formation		(Yes/No)
		Yes

		Yes


CHICAGO BRIDGE & IRON COMPANY N.V., as the Borrower
By:	CHICAGO BRIDGE & IRON COMPANY B.V.
Its:	Managing Director


By:
	Name:
	Title:	Managing Director


	[Name of Subsidiary Borrower]
	By:
		Title:
		Address for Notices under the Credit Agreement:

7.		Opinion of General Counsel of the Borrowers and the Subsidiary Guarantors with respect to the Credit Agreement and the Reaffirmation.

8.		Opinion of Dutch Counsel of the Company with respect to the Credit Agreement.


		In 000’s of
		US$ Equivalent
Company	Party	Outstanding

Section (a) — Borrowed Money

CBI Venezolana S.A.	Venezolano de Credito	652
CBI Venezolana S.A.	Banco Exterior CA	465
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


Section (b) — Deferred Purchase Price		N/A

Section (c) — Lien Obligations		N/A

Section (d) — Notes
Chicago Bridge & Iron Company	Praxair	437
	Employee Benefits Agreement

Section (e) — Capitalized Leases		N/A

Section (f) — Contingent Obligations		Refer to Schedule 1.1.4


		Value in
		currency of		In 000’s of
Issued by	Currency	issue		USD
ANZ Australian-New Zealand	AUD		85		62
ANZ Australian-New Zealand	AUD		66		48
ANZ Australian-New Zealand	PGK		33		10
ANZ Australian-New Zealand	PGK		5		1
Standard Bank	ZAR		3		0
Mashreq Bank	AED		640		174
Mashreq Bank	AED		160		44
HSBC	AUD		1,330		971
HSBC	AUD		62		45
Mashreq Bank	AED		30		8
Emirates Bank Int’l	AED		6,000		1,633
Nationale Borg	EUR		28		35
REV Credit Facility					4,040
REV Credit Facility					4,015
REV Credit Facility					20,000
REV Credit Facility					12,500
REV Credit Facility					9,441
REV Credit Facility					2,000
REV Credit Facility					10,558
REV Credit Facility					4,437

				$	70,022

	(f)		a legal entity or corporation which has as its only business purpose the investment in securities;

	(g)		entities which have been incorporated with the specific purpose of engaging in transactions with the goal of acquiring assets as referred to in Section 2:364 of the Dutch Civil Code which serve to provide security for securities which have been issued or will be issued, all to the extent such entities engage in such transactions.


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.


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