EXHIBIT N
January 16, 2004
Chicago Bridge & Iron Company N.V.
Polarisavenue 31
2132 JH Hoofddorp
The Netherlands
Banc of America Securities LLC,
c/o Banc of America Securities LLC
0 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
or
Credit Suisse First Boston LLC,
c/o Credit Suisse First Boston LLC
Xxxxxx Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Sirs:
As an inducement to either Bank of America Securities LLC or
Credit Suisse First Boston LLC to execute as underwriter an Underwriting
Agreement (the "UNDERWRITING AGREEMENT") with Chicago Bridge and Iron Company
N.V., and any successor (by merger or otherwise) thereto (the "COMPANY") and
First Reserve Fund VIII, L.P., pursuant to which an offering will be made of up
to 6,097,145 shares covered by the Form S-3 Registration Statement (No.
333-111714) (the "SECURITIES") of the Company's Common Stock, 0.01 Euro par
value (the "COMMON STOCK"), the undersigned hereby agrees that during a period
of 45 days after the public offering date set forth on the prospectus (or
prospectus supplement) first used to sell the Securities (the "PUBLIC OFFERING
DATE") pursuant to the Underwriting Agreement, to which one of you are or expect
to become party, the undersigned will not, except as provided below, offer,
sell, contract to sell, pledge or otherwise dispose of, directly or indirectly,
any shares of Common Stock or securities convertible into or exchangeable or
exercisable for any shares of Common Stock, enter into a transaction which would
have the same effect, or enter into any swap, hedge or other arrangement that
transfers, in whole or in part, any of the economic consequences of ownership of
Common Stock, whether any such aforementioned transaction is to be settled by
delivery of Common Stock or such other securities, in cash or otherwise, or
publicly disclose the intention to make any such offer, sale, pledge or
disposition, or to enter into any such transaction, swap, hedge or other
arrangement, without, in each case, the prior written consent of Banc of America
Securities LLC or Credit Suisse First Boston LLC, whichever executes the
Underwriting Agreement as the underwriter of the Securities. In addition, the
undersigned agrees that, without the prior written consent of Banc of America
Securities LLC or Credit Suisse First Boston LLC, whichever executes the
Underwriting Agreement as the underwriter of the Securities, it will not, during
a period of 45 days after the Public Offering Date, make any demand for or
exercise any right with respect to, the registration of any Common Stock or any
security convertible into or exercisable or exchangeable for Common Stock.
Any Common Stock received upon exercise of options granted to
the undersigned will also be subject to this Agreement. Any Common Stock
acquired by the undersigned in the open market will not be subject to this
Agreement. A transfer of Common Stock to a family member or trust may be made,
provided the transferee agrees to be bound in writing by the terms of this
Agreement. In addition, the undersigned may transfer Common Stock by bona fide
gift, will or intestate succession, provided that the transferee agrees to be
bound in writing by the terms of this Agreement. A transfer of Common Stock may
also be made to the Company solely to cover withholding tax obligations or
exercise price payments of the undersigned arising out of the exercise of stock
options or vesting of restricted stock awards during the period commencing on
the Public Offering Date and ending 45 days after the Public Offering Date under
the Company's 1997 or 1999 long term incentive plans.
In furtherance of the foregoing, the Company and its transfer
agent and registrar are hereby authorized to decline to make any transfer of
shares of Common Stock if such transfer would constitute a violation or breach
of this Agreement.
This Agreement shall be binding on the undersigned and the
successors, heirs, personal representatives and assigns of the undersigned.
Very truly yours,
/s/ Xxx Xxxxx
---------------------------
[Insert Name of Director]
