EX-10.1






EXECUTION VERSION




WAIVER




WAIVER (this “Waiver”) dated as of March 19, 2007, with respect to the Credit
Agreement referred to below, between The Shaw Group Inc. (the “Borrower”) and BNP Paribas,
as administrative agent (in such capacity, the “Agent”) pursuant to authority granted by
the Required Lenders.



Reference is made to the Credit Agreement dated as of April 25, 2005 among the Borrower, the
“Guarantors” party thereto, the “Lenders” party thereto and the Agent (as amended by Amendment No.
1 dated as of October 3, 2005, Amendment No. 2 dated as of February 27, 2006, Amendment No. 3 dated
as of June 20, 2006 and Amendment No. 4 dated as of October 13, 2006, and as modified and
supplemented and in effect from time to time, the “Credit Agreement”). Capitalized terms
used but not defined herein shall have their respective meanings under the Credit Agreement.



The Borrower and the Agent (pursuant to authority granted by the Required Lenders) have
entered into a Waiver dated of January 18, 2007 (the “Existing Waiver”), pursuant to which
the Required Lenders waived, for a period of 60 days, compliance by the Borrower with any covenant
in the Credit Agreement to the extent that such covenant would be breached as a result of the
Borrower’s failure to prepare and file with the SEC certain historical financial statements, pro
forma financial statements and related notes regarding the Westinghouse Investments that are
required to be filed by the Borrower under Regulation S-X of the Securities Act of 1933, as amended
(the “Westinghouse Filing Requirement”). The Borrower has advised the lenders that it
expects to make such filing within 90 days of the date hereof and has requested the Lenders to
provide a further extension of the deadline to comply under the Credit Agreement with the
Westinghouse Filing Requirement.



In recognition of the foregoing, the Agent (acting with the written consent of the Required
Lenders) hereby waives compliance by the Borrower with any covenant in the Credit Agreement solely
to the extent that such covenant would be breached as a result of the Borrower’s failure to comply
with the Westinghouse Filing Requirement and hereby waives the requirement that the Borrower make
any representation or warranty in the Credit Agreement solely to the extent that such
representation or warranty would be false as a result of the Borrower’s failure to comply with the
Westinghouse Filing Requirement.



This Waiver shall become effective upon execution of one or more counterparts hereof by the
Borrower and by the Agent pursuant to authority granted by the Required Lenders; provided,
that this Waiver shall cease to be in effect if (but only if) the Borrower fails to comply with the
Westinghouse Filing Requirement within 90 days after the date hereof.



This Waiver contains the final and complete integration of all prior expressions by the
Borrower and the Lenders with respect to the subject matter hereof and shall constitute the entire
agreement between the Borrower and the Lenders with respect to the subject matter hereof
superseding all prior oral or written understandings. The substance of the waivers contained
herein are limited precisely as written and shall not be deemed to be a waiver of any other
provision of the Credit Agreement. Except as expressly provided herein, the Credit Agreement shall
remain unchanged and in full force and effect. This Waiver may be executed in counterparts, and
delivery of a counterpart signature page to this Waiver by facsimile shall be effective as delivery
of an original manually executed counterpart of this Waiver. This Waiver shall be governed by and
construed in accordance with the internal laws of the State of New York.



IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed and
delivered as of the day and year first above written.




THE SHAW GROUP INC.



	 	 	 
	By:

	 	/s/ Robert L. Belk
	
 
	 	 
	
 
	 	Robert L. Belk

Executive Vice President and

Chief Financial Officer







	 	 	AGENT:






BNP PARIBAS, as Agent



	 	 	 	 	 
	By:

	 	/s/ Jamie Dillon
	 	

	 	 	 

	
 
	 	Name: Jamie Dillon

Title
	 	

Managing Director
	 
	 	 	 	 
	By:

	 	/s/ Sandy Bertram
	 	

	 	 	 

	
 
	 	Name: Sandy Bertram

Title
	 	

Vice President