exv10w5



 





Exhibit 10.5




AMENDMENT NO. 3 TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT




     This AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this
“Agreement”), dated as of January 30, 2004, is entered into by and among THE
SHAW GROUP INC., a Louisiana corporation (the “Borrower”), the Subsidiaries of
the Borrower listed on the signature pages hereto as Guarantors (together with
each other Person who subsequently becomes a Guarantor, collectively, the
“Guarantors”), the banks and other financial institutions listed on the
signature pages hereto under the caption “Lenders” (together with each other
Person who becomes a Lender, collectively, the “Lenders”), and CREDIT LYONNAIS
NEW YORK BRANCH, individually as a Lender and as administrative agent for the
other Lenders (in such capacity together with any other Person who becomes the
agent, the “Agent”).



INTRODUCTION




     WHEREAS, the Borrower, the Guarantors, the Agent and the Lenders are
parties to that certain Third Amended and Restated Credit Agreement dated as of
March 17, 2003, as amended by Amendment No. 1 to Third Amended and Restated
Credit Agreement dated as of May 16, 2003 and Amendment No. 2 dated as of
October 24, 2003 (“Credit Agreement”); and



     WHEREAS, the Borrower has requested that the Agent and the Lenders amend
certain provisions of the Credit Agreement as set forth herein.



     NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:



ARTICLE I

AGREEMENT




     Section 1.1. Definitions. All capitalized terms used herein and not
otherwise defined shall have the meanings given such terms in the Credit
Agreement.



     Section 1.2. Amendments to Article I. Article I of the Credit Agreement
is hereby amended as follows:



     (a) The definition of “EBITDA” is hereby amended in its entirety as
follows:




        “EBITDA” means, for any Person for any period,
the Consolidated Net Income of such Person for that
period plus, to the extent deducted from revenues in
determining Consolidated Net Income, without
duplication (i) Consolidated Interest Expense, (ii)
expense for taxes paid or accrued, (iii) depreciation,
(iv) amortization and (v) other non-cash expenses for
such period, including, without limitation, any
amortization of financing fees incurred in connection
with this Agreement and any non-cash



 









 






interest expense relating to the LYONs, minus, to
the extent included in Consolidated Net Income, other
non-cash income, all calculated for such Person on a
consolidated basis. For the avoidance of doubt, any
asset write-offs associated with the sale (should such
sale occur) of Shaw Alloy Piping Products, Inc. and
Shaw FVF, Inc. will be considered as a non-cash
expense for purposes of the EBITDA calculations made
after the Third Amendment Effective Date.



    (b) The definition of “Shaw EBITDA” is hereby amended in its entirety as
follows:




        “Shaw EBITDA” means, for any period, EBITDA for
the Borrower and its Subsidiaries. In calculating
Shaw EBITDA, (i) for any Acquisition permitted
hereunder by Borrower or a Subsidiary of any Person or
assets during a Calculation Period for which EBITDA is
calculated (A) the EBITDA of such Person or assets for
the trailing twelve (12) months immediately preceding
the Acquisition shall be included in the first such
calculation with respect to such Person or assets and
(B) in any subsequent calculation, to the extent such
Person or asset’s EBITDA is not consolidated with
Borrower’s under Agreement Accounting Principles for a
full Calculation Period, the actual EBITDA of such
Person or assets for the most recent period prior to
the time it was acquired by Borrower or a Subsidiary
shall be added to the EBITDA of Borrower to reach a
total of a full Calculation Period’s EBITDA for such
Person or assets being a part of the calculation of
Borrower’s EBITDA; (ii) Shaw EBITDA shall be reduced
by EBITDA attributable to any assets sold during the
applicable Calculation Period; and (iii) Shaw EBITDA
shall be increased by charges related to the PG&E
National Energy Group projects, the FP&L Marcus Hook
project and software for such period in an amount not
to exceed $75,000,000 in the aggregate.



     (c) The definition of “Collateral” is hereby amended in its entirety as
follows:




        “Collateral” means Accounts, Equipment,
Inventory, Fixtures, General Intangibles, and the
Mortgaged Property including, without limitation,
intellectual property and contracts, stock and all
other items described as collateral in any of the
Collateral Documents, including without limitation,
all deposit accounts, plus all proceeds thereof;
provided, however that Collateral shall not include
the Escrow Account No.        created pursuant to
that Escrow Agreement between the Borrower and Liberty
Mutual Insurance Company dated October 30, 2001, and
held at Barclays Bank PLC, London England.



     (d) The definition of “Performance Letter of Credit” is hereby amended in
its entirety as follows:



2









 






        “Performance Letter of Credit” means a Letter of
Credit qualifying as a “performance-based standby
letter of credit” under 12 CFR Part 3, Appendix A,
Section 3(b)(2)(i) or any successor U.S. Comptroller
of the Currency regulation.



     (d) The following new definitions are hereby added to the Credit Agreement
in appropriate alphabetical order:




        “Equipment” has the meaning stated in the New
York Uniform Commercial Code in effect from time to
time.




        “Fixtures” has the meaning stated in the New York
Uniform Commercial Code in effect from time to time.




        “Mortgage” means each of the mortgages, deeds of
trust, leasehold mortgages, leasehold deeds of trust,
collateral assignments of leases or other real estate
security documents delivered by the Borrower or any
Subsidiary to the Agent with respect to the Mortgaged
Property, all in form and substance reasonably
satisfactory to the Agent.




        “Mortgaged Property” shall mean all real
properties owned or leased by the Borrower or any of
its Subsidiaries with a market value as defined in the
S&P draft report dated July 31, 2003 in excess of
$250,000.




        “Third Amendment Effective Date” means the
“Amendment Effective Date”, as such term is defined in
Section 2.1 of Amendment No. 3 to Third Amended and
Restated Credit Agreement dated as of January 30,
2004, to this Agreement.



     Section 1.3. Amendment to Section 2.2(d). Section 2.2(d) of the Credit
Agreement is hereby amended by deleting the “or” after subsection (ii) thereof,
replacing the period at the end of subsection (iii) thereof with “; or” and
adding the following new subsection (iv):




        (iv) Upon the sale of any asset, including stock
in any of Borrower’s Subsidiaries allowed under
Section 6.13(e), for $5,000,000 or more in cash
proceeds, the entire amount of the net cash proceeds
resulting therefrom. Any non-cash proceeds received
from such sale shall be pledged as additional
Collateral.



     Section 1.4. Amendment to Section 6.10. Section 6.10 is hereby amended in
its entirety as follows:




        6.10 Dividends. The Borrower will not, nor will
it permit any Subsidiary to, declare or pay any
dividends or make any distributions on its Capital
Stock (other than stock splits or dividends payable in
its own Capital Stock) or redeem, repurchase or
otherwise acquire or retire any of its Capital Stock
at any time outstanding, except that (a) any
Subsidiary may declare and pay dividends or make
distributions to the Borrower or to any Wholly-



3









 






Owned Subsidiary, and (b) the Borrower may redeem
or repurchase the LYONs at any time after the
Effective Date (i) with cash so long as there is
Sufficient Liquidity after giving effect to any such
redemption or repurchase, (ii) so long as such
redemption or repurchase is made solely with its own
Capital Stock, or (iii) with the Debt Incurrence
Proceeds received in connection with the private
placement of its Senior Notes due 2010.
Notwithstanding the foregoing, the provisions of this
Section 6.10 shall not prohibit purchases of common
stock by Borrower or its Subsidiaries or a trust
pursuant to an employee benefit plan or the cashless
exercise of stock options or warrants to purchase
common stock of Borrower by Borrower or a trust that
in each case has been approved by the Board of
Directors of Borrower.



     Section 1.5. Amendment to Section 6.11. The last sentence of Section 6.11
is hereby amended by replacing “$100,000,000” with “$25,000,000”.



     Section 1.6. Amendment to Section 6.13(e). Section 6.13(e) is amended in
its entirety as follows:



     (e) The sale of other assets in any fiscal year in an aggregate amount not
to exceed 20% of Borrower’s tangible net worth as of the end of the immediately
preceding fiscal year of the Borrower and calculated pursuant to Agreement
Accounting Principles; provided, however, that if (i) any Loans are
outstanding, the Borrower shall apply the net cash proceeds resulting therefrom
to the prepayment of Loans in accordance with Section 2.2(d)(iv) or (ii) no
Loans are outstanding, the Borrower shall apply the net cash proceeds resulting
therefrom in accordance with Section 4.06 of the Indenture dated as of March
17, 2003 among the Borrower, the Subsidiaries party thereto, and The Bank of
New York, as trustee.



     Section 1.7. Amendment to Section 6.14(l). Section 6.14(l) is amended by
deleting the second proviso at the end thereof.



     Section 1.8. Amendment to Section 6.15. The last sentence of Section 6.15
(i.e. the sentence following clause (f) of such section) is hereby deleted in
its entirety.



     Section 1.9. Amendment to Section 6.20. Section 6.20 is amended by
replacing “$50,000,000” with “$150,000,000”.



     Section 1.10. Amendments to Section 6.22.



     (a) Section 6.22.1 is hereby amended in its entirety as follows:




        6.22.1 Leverage Ratio. As of the end of each
fiscal quarter of the Borrower, beginning with the
fiscal quarter ending May 31, 2003, the Borrower will
not permit the ratio of (a) (i) Consolidated Total Net
Indebtedness minus (ii) the aggregate amount of Equity
Issuance Proceeds held as restricted cash for the
purposes of redeeming the LYONs to (b) Shaw EBITDA,
for the Calculation



4









 






Period (the “Leverage Ratio”), to be
greater than (i) from the Effective Date until May 31,
2004, 3.50 to 1.0 and (ii) thereafter, 3.00 to 1.00.



     (b) Section 6.22.5 is hereby amended in its entirety as follows:




        6.22.5 Minimum EBITDA. As of the end of each
fiscal quarter of the Borrower, beginning with the
first fiscal quarter ending after the Third Amendment
Effective Date, the Borrower will not permit EBITDA
for the Borrower and its Subsidiaries to be less than
the amount set forth below opposite such period:



	 	 	 	 	 
	 	 	Minimum
	 Period
	 	EBITDA

	Fiscal quarter ending February 29, 2004
	 	$	15,000,000	 
	Two fiscal quarters ending May 31, 2004
	 	$	42,500,000	 
	Three fiscal quarters ending August 31, 2004
	 	$	75,000,000	 
	Calculation Period ending November 30, 2004 and each
Calculation Period thereafter
	 	$	110,000,000	 







     (c) A new Section 6.22.6 is hereby added as follows:




        6.22.6 Working Capital. As of the end of each
fiscal quarter of the Borrower, beginning with the
fiscal quarter ending February 29, 2004, the Borrower
will not permit the ratio of (a) the sum of (i) cash
and cash equivalents other than escrowed cash plus
(ii) accounts receivable plus (iii) Costs in Excess of
Billings plus (iv) inventories to (b) the sum of (i)
outstanding amounts under short-term revolving lines
of credit plus (ii) current maturities of long-term
debt plus (iii) accounts payable plus (iv) billings in
excess of costs plus (v) accrued liabilities (each
term used herein but not defined in this Agreement has
the meaning used in the Borrower’s condensed
consolidated balance sheets) to be less than 1.00 to
1.00.



     Section 1.11. Amendments to Section 6.24. Section 6.24 is amended by
deleting the proviso at the end thereof.



     Section 1.12. Section 6.31. A new Section 6.31 is hereby added as
follows:




        Section 6.31. Post-Closing Requirements. Within
60 days following the Third Amendment Effective Date
(or within thirty (60) days following delivery of any
Mortgage with respect to



5









 






additional Mortgaged Property) deliver or cause to be
delivered to the Agent:




        (a) Mortgages executed by the Borrower or such
Subsidiary that owns Mortgaged Property granting a
Lien to the Agent in the Mortgaged Property described
therein to secure the Obligations, together with any
other documents, agreements or instruments necessary
to create an Acceptable Security Interest in such
Mortgaged Property;




        (b) favorable opinions from local counsel located
in the jurisdiction of each Mortgaged Property;




        (c) ALTA lender’s title insurance policies issued
by title insurers reasonably satisfactory to the Agent
(the “Mortgage Policies”) in form and substance and in
amounts reasonably satisfactory to the Agent assuring
the Agent that the Mortgages are valid and enforceable
first priority mortgage liens on the respective
Mortgaged Property, free and clear of all defects and
encumbrances except Permitted Liens, and




        (d) current surveys, certified by a licensed
surveyor, for all real property that is the subject of
the Mortgage Policies for which a Mortgage Policy is
issued.



     Section 1.13. Amendments to Section 8.2(c). Section 8.2(c) is hereby
amended as follows:



     (a) Section 8.2(c) is hereby amended by replacing “with” with “without”
therein.



     (b) Section 8.2(c)(v) is hereby amended in its entirety as follows:




        (v) release any Guarantor of any Credit Extension
or, except as provided in the Collateral Documents,
release any substantial part of the Collateral during
any calendar year; provided, however, that any
Guarantor or Collateral may be released if such
Guarantor or such Collateral is sold or transferred as
permitted under this Agreement or any other Loan
Document. For purposes of this subsection,
“substantial” means any Collateral, the aggregate book
value of which is worth an amount equal to or greater
than ten percent (10%) of the tangible net worth of
Borrower calculated pursuant to Agreement Accounting
Principles and as of the immediately preceding fiscal
quarter end;



6









 





ARTICLE II

EFFECTIVENESS




     Section 2.1. Effectiveness. This Agreement shall not be effective until
the date on which the following conditions precedent have been satisfied (the
“Amendment Effective Date”):



     (a) Closing Documents. The Borrower shall have furnished the following to
the Agent each in form and substance satisfactory to the Agent and with
sufficient copies for the Lenders, where appropriate, executed by the relevant
Person:




        (i) this Agreement that, when taken together, bear the signatures of
the Borrower, the Guarantors and the Required Lenders; and




        (ii) an amendment to the Amended and Restated Pledge and Security
Agreement executed by the Borrower, the Guarantors and the Agent.



     (b) Collateral Documents. The Agent shall have received all appropriate
evidence required by the Agent in its sole discretion necessary to determine
that arrangements have been made for the Agent for the benefit of Lenders to
have a valid and perfected first priority security interest in Equipment,
including, without limitation, the delivery to the Agent of such financing
statements under the Uniform Commercial Code for filing in such jurisdictions
as the Agent may require; and



     (c) Amendment Fees. The Borrower shall have paid to the Administrative
Agent for the benefit of each Lender that executes and delivers a copy of this
Agreement to the Administrative Agent (or its counsel) by 5:00 p.m., New York
City time, on January 30, 2004 (the “Return Date”), an amendment fee (the
“Amendment Fees”) in an amount equal to 0.125% of such Lender’s Revolving
Credit Commitment (whether used or unused) as of the Return Date.



     Section 2.2. Other Agreements.



     (a) The Amendment Fees shall be payable in immediately available Dollars
on the Amendment Effective Date. Once paid, the Amendment Fees shall not be
refundable.



     (b) Each of the Borrower, the Guarantors and the Lenders acknowledge that
as of the Amendment Effective Date there are no Revolving Credit Loans or Swing
Line Loans outstanding and therefore, the Equity Issuance Proceeds will not be
used to prepay outstanding Loans as required by the terms of Section 2.2(d).



ARTICLE III

MISCELLANEOUS; RATIFICATION




     Section 3.1. Representations True; No Default.



     (a) The Borrower and the Guarantors represent and warrant that this
Agreement has been duly authorized, executed and delivered on their behalf and
the Credit Agreement as amended hereby, together with each other Loan Documents
to which the Borrower and each of



7









 




the Guarantors is a party, constitute valid
and legally binding agreements of the Borrower and the Guarantors, enforceable
in accordance with their terms, except as enforceability thereof may be limited
by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer,
reorganization or moratorium or other similar law relating to creditors’ rights
and by general equitable principles which may limit the right to obtain
equitable remedies (regardless of whether such enforceability is considered in
a proceeding, in equity or at law);




     (b) The Borrower represents and warrants that the representations and
warranties of the Borrower contained in Article V of the Credit Agreement are
true and correct in all material respects on and as of the date hereof as
though made on and as of the date hereof, except to the extent such
representations and warranties relate solely to an earlier date;



     (c) The Guarantors represent and warrant that the representations and
warranties of the Guarantors contained in the Guaranty are true and correct in
all material respects on and as of the date hereof as though made on and as of
the date hereof, except to the extent such representations and warranties
relate solely to an earlier date; and



     (d) The Borrower and the Guarantors represent and warrant that after
giving effect to this Agreement, there has not occurred and is not continuing a
Default or an event that with the passage of time would constitute a Default.



     Section 3.2. Ratification and Extension of Liens. The Credit Agreement,
the Notes and all other Loan Documents executed in connection therewith to
which the Borrower or any Guarantor is a party shall remain in full force and
effect, and all rights and powers created thereby or thereunder and under the
other Loan Documents to which the Borrower or any Guarantor is a party are in
all respects ratified and confirmed. All liens created by any Loan Document
are hereby regranted by the Borrower and the Guarantors to the Lenders as
security for the Obligations. The Borrower and the Guarantors agree that the
obligations of the Borrower and the Guarantors under the Credit Agreement, the
Notes and the other Loan Documents to which the Borrower or any Guarantor is a
party are hereby reaffirmed, renewed and extended.



     Section 3.3. Additional Information. The Borrower and the Guarantors
shall furnish to the Agent all such other documents, consents and information
relating to the Borrower and the Guarantors as the Agent may reasonably require
to accomplish the purposes hereof.



     Section 3.4. Miscellaneous Provisions.



     (a) From and after the execution and delivery of this Agreement, the
Credit Agreement shall be deemed to be amended and modified as herein provided,
but, except as so amended and modified, the Credit Agreement and all other Loan
Documents shall continue in full force and effect.



     (b) The Credit Agreement and this Agreement shall be read and construed as
one and the same instrument.



     (c) Any reference in any Loan Document to the Credit Agreement shall be a
reference to the Credit Agreement, as amended by this Agreement.



8









 





     (d) This Agreement may be signed in any number of counterparts and by
different parties in separate counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same
instrument.



     (e) The headings herein shall be accorded no significance in interpreting
this Agreement.



     (f) Each Guarantor hereby acknowledges that its execution and delivery of
this Agreement does not indicate or establish an approval or consent
requirement by the Guarantors under the Guaranty in connection with the
execution and delivery of amendments to the Credit Agreement, the Notes or any
of the other Loan Documents (other than the Guaranty).



     Section 3.5 Binding Effect. Once executed by the Borrower, the Guarantors
and the Required Lenders, this Agreement shall be binding upon and inure to the
benefit of the Borrower, the Guarantors, Lenders, Agents and the successors and
assigns of the Agents and Lenders. The Borrower and the Guarantors shall not
have the right to assign its rights hereunder or any interest herein.



     Section 3.6. Choice of Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (WITHOUT REGARD TO THE CONFLICT OF LAWS
PROVISIONS) OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS
APPLICABLE TO NATIONAL BANKS. WITHOUT LIMITATION OF THE FOREGOING, NOTHING IN
THIS AGREEMENT, OR IN THE NOTES OR IN ANY OTHER LOAN DOCUMENT SHALL BE DEEMED
TO CONSTITUTE A WAIVER OF ANY RIGHTS WHICH ANY LENDER MAY HAVE UNDER APPLICABLE
FEDERAL LEGISLATION RELATING TO THE AMOUNT OF INTEREST WHICH SUCH LENDER MAY
CONTRACT FOR, TAKE, RECEIVE OR CHARGE IN RESPECT OF THE LOAN AND THE LOAN
DOCUMENTS, INCLUDING ANY RIGHT TO TAKE, RECEIVE, RESERVE AND CHARGE INTEREST AT
THE RATE ALLOWED BY THE LAW OF THE STATE WHERE ANY LENDER IS LOCATED.



[Signature pages follow.]




9









 








     IN WITNESS WHEREOF, the Borrower, the Guarantors, the Lenders and the
Agent have executed this Agreement as of the date first above written.


	 	 	 	 	 
	 	THE SHAW GROUP INC.

 	 
	 	By:  	/s/     Robert L. Belk
 	 
	 	 	Robert L. Belk 	 
	 	 	Executive Vice President and

Chief Financial Officer 	 
	 





 








 





GUARANTORS:




	 	 	 	 	 
	 	 	WHIPPANY VENTURE I, L.L.C
	 
	 	 	 	 
	

	 	By:
	 	/s/ Gary Graphia
	

	 	 	

	

	 	Name:
	


	

	 	Title:
	


	 
	 	 	 	 
	 	 	SHAW CONSTRUCTORS, INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Gary Graphia
	

	 	 	

	

	 	Name:
	


	

	 	Title:
	


	 
	 	 	 	 
	 	 	STONE & WEBSTER MICHIGAN, INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Gary Graphia
	

	 	 	

	

	 	 	 	Gary P. Graphia
	

	 	 	 	Secretary
	 
	 	 	 	 
	 	 	SO-GLEN GAS CO., LLC
	

	 	 	 	by its sole member,
	

	 	 	 	EMCON/OWT, Inc.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Robert L. Belk
	

	 	 	

	

	 	 	 	Robert L. Belk
	

	 	 	 	Executive Vice President, Assistant
	

	 	 	 	Treasurer and Assistant Chief Financial Officer
	 
	 	 	 	 
	 	 	EMCON/OWT, INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Robert L. Belk
	

	 	 	

	

	 	 	 	Robert L. Belk
	

	 	 	 	Executive Vice President, Assistant
	

	 	 	 	Treasurer and Assistant Chief Financial Officer







 









 





	 	 	 	 	 
	 	 	GUARANTORS (continued):
	 
	 	 	 	 
	 	 	AMERICAN PLASTIC PIPE AND SUPPLY, L.L.C.
	 	 	LFG SPECIALTIES, L.L.C.
	 	 	SHAW ENVIRONMENTAL & INFRASTRUCTURE, INC.
	 	 	SHAW FACILITIES, INC.
	 	 	SHAW INFRASTRUCTURE, INC.
	 	 	SHAW PROPERTY HOLDINGS, INC.
	 	 	STONE & WEBSTER – IT RUSSIA MANAGEMENT CONSULTANTS, INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Robert L. Belk
	

	 	 	

	

	 	 	 	Robert L. Belk
	

	 	 	 	Executive Vice President and Treasurer
	 
	 	 	 	 
	 	 	STONE & WEBSTER – JSC MANAGEMENT CONSULTANTS, INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Robert L. Belk
	

	 	 	

	

	 	 	 	Robert L. Belk
	

	 	 	 	Senior Vice President and Treasurer
	 
	 	 	 	 
	 	 	SHAW BENECO, INC.
	 	 	SHAW E & I INVESTMENT HOLDINGS, INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Robert L. Belk
	

	 	 	

	

	 	 	 	Robert L. Belk
	

	 	 	 	Executive Vice President
	 
	 	 	 	 
	 	 	POWER TECHNOLOGIES, INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Robert L. Belk
	

	 	 	

	

	 	 	 	Robert L. Belk
	

	 	 	 	Vice President and Assistant Treasurer







 









 





	 	 	 	 	 
	 	 	GUARANTORS (continued):
	 
	 	 	 	 
	 	 	B.F. SHAW, INC.
	 	 	C.B.P. ENGINEERING CORP.
	 	 	FIELD SERVICES, INC.
	 	 	PROSPECT INDUSTRIES (HOLDINGS) INC.
	 	 	SHAW A/DE, INC.
	 	 	SHAW ALLOY PIPING PRODUCTS, INC.
	 	 	SHAW CAPITAL, INC.
	 	 	SHAW CONNEX, INC.
	 	 	SHAW ENVIRONMENTAL, INC.
	 	 	SHAW FABRICATORS, INC.
	 	 	SHAW FCI, INC.
	 	 	SHAW FVF, INC.
	 	 	SHAW GLOBAL ENERGY SERVICES, INC.
	 	 	SHAW GRP OF CALIFORNIA
	 	 	SHAW HEAT, INC.
	 	 	SHAW INDUSTRIAL SUPPLY CO., INC.
	 	 	SHAW INTELLECTUAL PROPERTY HOLDINGS, INC.
	 	 	SHAW INTERNATIONAL, INC.
	 	 	SHAW JV HOLDINGS, L.L.C.
	 	 	SHAW MAINTENANCE, INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Robert L. Belk
	

	 	 	

	

	 	 	 	Robert L. Belk
	

	 	 	 	Vice President and Treasurer
	 
	 	 	 	 
	 	 	S C WOODS, L.L.C.
	

	 	 	 	by its sole member,
	

	 	 	 	Stone & Webster, Inc.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Robert L. Belk
	

	 	 	

	

	 	 	 	Robert L. Belk
	

	 	 	 	Vice President and Treasurer







 









 





	 	 	 	 	 
	 	 	GUARANTORS (continued):
	 
	 	 	 	 
	 	 	SHAW MANAGED SERVICES, INC.
	 	 	SHAW MANAGEMENT SERVICES ONE, INC.
	 	 	SHAW NAPTECH, INC.
	 	 	SHAW PIPE SHIELDS, INC.
	 	 	SHAW PIPE SUPPORTS, INC.
	 	 	SHAW POWER SERVICES GROUP, L.L.C.
	 	 	SHAW POWER SERVICES, INC.
	 	 	SHAW PROCESS AND INDUSTRIAL GROUP, INC.
	 	 	SHAW PROCESS FABRICATORS, INC.
	 	 	SHAW SERVICES, L.L.C.
	 	 	SHAW SSS FABRICATORS, INC.
	 	 	SHAW SUNLAND FABRICATORS, INC.
	 	 	SHAW WORD INDUSTRIES FABRICATORS, INC.
	 	 	STONE & WEBSTER ASIA, INC.
	 	 	STONE & WEBSTER HOLDING ONE, INC.
	 	 	STONE & WEBSTER HOLDING TWO, INC.
	 	 	STONE & WEBSTER INTERNATIONAL HOLDINGS, INC.
	 	 	STONE & WEBSTER INTERNATIONAL, INC.
	 	 	STONE & WEBSTER MANAGEMENT CONSULTANTS, INC.
	 	 	STONE & WEBSTER MASSACHUSETTS, INC.
	 	 	STONE & WEBSTER PROCESS TECHNOLOGY, INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Robert L. Belk
	

	 	 	

	

	 	 	 	Robert L. Belk
	

	 	 	 	Vice President and Treasurer
	 
	 	 	 	 
	 	 	STONE & WEBSTER SERVICES, L.L.C.
	 	 	STONE & WEBSTER, INC.
	 	 	SWINC ACQUISITION FIVE, L.L.C.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Robert L. Belk
	

	 	 	

	

	 	 	 	Robert L. Belk
	

	 	 	 	Vice President and Treasurer







 









 





	 	 	 	 	 
	 	 	GUARANTORS (continued):
	 
	 	 	 	 
	 	 	STONE & WEBSTER CONSTRUCTION SERVICES, L.L.C.
	 	 	STONE & WEBSTER CONSTRUCTION, INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Robert L. Belk
	

	 	 	

	

	 	 	 	Robert L. Belk
	

	 	 	 	President
	 
	 	 	 	 
	 	 	ARLINGTON AVENUE E VENTURE, LLC
	

	 	 	 	by its sole member,
	

	 	 	 	LandBank Properties, L.L.C.
	 
	 	 	 	 
	

	 	By:
	 	/s/ T. A. Barfield, Jr.
	

	 	 	

	

	 	 	 	T.A. Barfield, Jr.
	

	 	 	 	Chief Executive Officer and Chairman
	 
	 	 	 	 
	 	 	CAMDEN ROAD VENTURE, LLC
	

	 	 	 	by its sole member,
	

	 	 	 	LandBank Properties, L.L.C.
	 
	 	 	 	 
	

	 	By:
	 	/s/ T. A. Barfield, Jr.
	

	 	 	

	

	 	 	 	T.A. Barfield, Jr.
	

	 	 	 	Chief Executive Officer and Chairman
	 
	 	 	 	 
	 	 	GREAT SOUTHWEST PARKWAY
	

	 	 	 	VENTURE, LLC
	

	 	 	 	by its sole member,
	

	 	 	 	LandBank Properties, L.L.C.
	 
	 	 	 	 
	

	 	By:
	 	/s/ T. A. Barfield, Jr.
	

	 	 	

	

	 	 	 	T.A. Barfield, Jr.
	

	 	 	 	Chief Executive Officer and Chairman







 









 





	 	 	 	 	 
	 	 	GUARANTORS (continued):
	 
	 	 	 	 
	 	 	LANDBANK PROPERTIES, L.L.C.
	 	 	SHAW ENVIRONMENTAL LIABILITY SOLUTIONS, L.L.C.
	 	 	THE LANDBANK GROUP, INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ T. A. Barfield, Jr.
	

	 	 	

	

	 	 	 	T.A. Barfield, Jr.
	

	 	 	 	Chief Executive Officer and Chairman
	 
	 	 	 	 
	 	 	BENICIA NORTH GATEWAY II, L.L.C.
	 	 	CHIMENTO WETLANDS, L.L.C.
	 	 	HL NEWHALL II, L.L.C.
	 	 	JERNEE MILL ROAD, L.L.C.
	 	 	KATO ROAD II, L.L.C.
	 	 	KIP I, L.L.C.
	 	 	LANDBANK BAKER, L.L.C.
	 	 	MILLSTONE RIVER WETLAND SERVICES, L.L.C.
	 	 	NORWOOD VENTURE I, L.L.C.
	 	 	OTAY MESA VENTURES II, L.L.C.
	 	 	PLATTSBURG VENTURE, L.L.C.
	 	 	RARITAN VENTURE I, L.L.C.
	 	 	SHAW CALIFORNIA, L.L.C.
	 	 	SHAW CMS, INC.
	 	 	SHAW REMEDIATION SERVICES, L.L.C.
	 
	 	 	 	 
	

	 	By:
	 	/s/ T. A. Barfield, Jr.
	

	 	 	

	

	 	 	 	T.A. Barfield, Jr.
	

	 	 	 	President








 









 





	 	 	 	 	 
	 	 	CREDIT LYONNAIS NEW YORK BRANCH,
	 	 	as Agent and as a Lender
	 
	 	 	 	 
	

	 	By:
	 	            /s/ Conformed Signature
	

	 	 	 	

	

	 	Name:
	 	


	

	 	Title:
	 	









 









 





	 	 	 	 	 
	 	 	BNP PARIBAS,
	 	 	as a Lender
	 
	 	 	 	 
	

	 	By:
	 	        /s/ Conformed Signature
	

	 	 	 	

	

	 	Name:
	 	


	

	 	Title:
	 	


	 
	 	 	 	 
	

	 	By:
	 	        /s/ Conformed Signature
	

	 	 	 	

	

	 	Name:
	 	


	

	 	Title:
	 	









 









 





	 	 	 	 	 
	 	 	CREDIT SUISSE FIRST BOSTON,
	

	 	 	 	CAYMAN ISLANDS BRANCH,
	

	 	 	 	as a Lender
	 
	 	 	 	 
	

	 	By:
	 	        /s/ Conformed Signature
	

	 	 	 	

	

	 	Name:
	 	


	

	 	Title:
	 	









 









 





	 	 	 	 	 
	 	 	HARRIS TRUST AND SAVINGS BANK,
	 	 	as a Lender
	 
	 	 	 	 
	

	 	By:
	 	        /s/ Conformed Signature
	

	 	 	 	

	

	 	Name:
	 	


	

	 	Title:
	 	









 









 





	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION


as a Lender
	 
	 	 	 	 
	

	 	By:
	 	        /s/ Conformed Signature
	

	 	 	 	

	

	 	Name:
	 	


	

	 	Title:
	 	









 









 





	 	 	 	 	 
	 	 	UNION PLANTERS BANK, N.A.
	 	 	as a Lender
	 
	 	 	 	 
	

	 	By:
	 	        /s/ Conformed Signature
	

	 	 	 	

	

	 	Name:
	 	


	

	 	Title:
	 	









 









 





	 	 	 	 	 
	 	 	UBS AG, CAYMAN ISLANDS BRANCH
	 	 	as a Lender
	 
	 	 	 	 
	

	 	By:
	 	        /s/ Conformed Signature
	

	 	 	 	

	

	 	Name:
	 	


	 

	 	Title:
	 	


	 
	

	 	By:
	 	        /s/ Conformed Signature
	

	 	 	 	

	

	 	Name:
	 	


	

	 	Title:
	 	









 









 





	 	 	 	 	 
	 	 	SOUTHWEST BANK OF TEXAS, N.A.
	 	 	as a Lender
	 
	 	 	 	 
	

	 	By:
	 	        /s/ Conformed Signature
	

	 	 	 	

	

	 	Name:
	 	


	

	 	Title:
	 	









 









 






	 	 	 	 	 
	 	 	MERRILL LYNCH CAPITAL CORPORATION,
	 	 	as a Lender
	 
	 	 	 	 
	

	 	By:
	 	        /s/ Conformed Signature
	

	 	 	 	

	

	 	Name:
	 	


	

	 	Title:
	 	









 









 






	 	 	 	 	 
	 	 	REGIONS BANK,
	 	 	as a Lender
	 
	 	 	 	 
	

	 	By:
	 	        /s/ Conformed Signature
	

	 	 	 	

	

	 	Name:
	 	


	

	 	Title: