EX-10.1






EXECUTION COPY




AMENDMENT NO. 5




AMENDMENT NO. 5 dated as of January      , 2008 among The Shaw Group Inc. (the
“Borrower”), the subsidiaries of the Borrower listed on the signature pages hereto as
“Guarantors” and BNP Paribas, as administrative agent (in such capacity, the “Agent”)
pursuant to authority granted by the Required Lenders.



The Borrower, the “Guarantors” party thereto, the “Lenders” party thereto and the Agent are
parties to a Credit Agreement dated as of April 25, 2005 (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 the same may be further modified
and supplemented and in effect from time to time, the “Credit Agreement”), providing,
subject to the terms and conditions thereof, for extensions of credit (by means of loans and
letters of credit) to be made by said lenders to the Borrower.



The parties hereto wish to amend the Credit Agreement as hereinafter set forth and accordingly
hereby agree as follows:



Section 1. Definitions. Except as otherwise defined in this Amendment No. 5, terms
defined in the Credit Agreement are used herein as defined therein.



Section 2. Amendments. Subject to the satisfaction of the conditions precedent
specified in Section 4 below, but effective as of the date hereof, the Credit Agreement shall be
amended as follows:



2.01. References Generally. References in the Credit Agreement (including references
to the Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as
“hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the Credit
Agreement as amended hereby.



2.02. Definitions. Article I of the Credit Agreement shall be amended by amending the
following definitions (to the extent already included in said Article I) and adding the following
definitions in the appropriate alphabetical location (to the extent not already included in said
Article I):




“Aggregate Commitment” means $850,000,000 (before giving effect to any
increase of the Aggregate Facility LC Commitment on the Amendment No. 5 Effective Date
pursuant to Section 2.21), as reduced or increased from time to time pursuant to the terms
hereof.




“Aggregate Facility LC Commitment” means $850,000,000 (before giving effect to
any increase of the Aggregate Facility LC Commitment on the Amendment No. 5 Effective Date
pursuant to Section 2.21), as reduced or increased from time to time pursuant to the terms
hereof.




“Amendment No. 5” means Amendment No. 5, dated as of January      , 2008, to this
Agreement.




“Amendment No. 5 Effective Date” means the date that the amendments to this
Agreement set forth in Amendment No. 5 become effective.




“Lender Addendum” means a Lender Addendum, substantially in the form of
Exhibit 2.21 to Amendment No. 5, pursuant to which an existing Lender at such time shall
have increased its Commitments or a Person shall have become a Lender and undertaken new
Commitments at such time.



2.03. Increase of the Commitments. Section 2.21(a) of the Credit Agreement shall be
amended to read as follows:




“(a) Subject to Section 2.21(b) below, the amount of the Aggregate Facility LC
Commitment may be increased up to an amount (immediately after giving effect to such
increase) not to exceed the difference of (x) $1,250,000,000 minus (y) the
aggregate amount of all outstanding Supplemental Credit Facilities permitted by Section
6.11(p), at the request of the Borrower from time to time as follows: (i) the Borrower
shall designate one or more financial institutions acceptable to the Administrative Agent
(which acceptance will not be unreasonably withheld), to assume Facility LC Commitments in
an aggregate amount equal to the amount of such increase and (ii) on the date that such
increase becomes effective, Revolving Credit Loans shall be repaid and/or borrowed to the
extent necessary such that they shall be held by the Lenders ratably in proportion to their
respective Pro Rata Shares (determined after giving effect to such designations). In the
event of the designation by the Borrower of a financial institution pursuant to clause (i)
of the preceding sentence (each financial institution being so designated being referred to
herein as an “Assuming Lender”), and subject to the execution and delivery to the
Administrative Agent by the Borrower and such Assuming Lender of documentation satisfactory
to the Administrative Agent in its reasonable discretion to effect such designation: (x)
such Assuming Lender shall become (or, if such Assuming Lender was theretofore a Lender
shall continue as) a Lender having a Facility LC Commitment equal to the amount of such
increase allocated to such Assuming Lender in such designation (plus, if such Assuming
Lender was theretofore a Lender, the amount of the Facility LC Commitment held by such
Assuming Lender immediately prior to such designation) and (y) the participations in
outstanding Letters of Credit and Reimbursement Obligations shall thereupon automatically
and without further action be re-allocated all to the extent necessary such that the
participations in such Letters of Credit and Reimbursement Obligations shall be held by the
Lenders ratably in proportion to their respective Pro Rata Shares (determined after giving
effect to such designations). In no event shall any Lender be required to become an
Assuming Lender.”



2.04. Dividends. Section 6.10 of the Credit Agreement shall be amended by replacing
the reference therein to “$10,000,000” with a reference to “$25,000,000”.



2.05. Indebtedness. Section 6.11(p) of the Credit Agreement shall be amended to read
as follows:




“(p) Indebtedness under Supplemental Credit Facilities, provided that the aggregate
amount of all outstanding Supplemental Credit Facilities shall not exceed the difference of
(x) $400,000,000 minus (y) the aggregate amount by which the Aggregate Facility LC
Commitments have been increased pursuant to Section 2.21 on or following the
Amendment No. 5 Effective Date.”



2.06. Investments and Acquisitions. Section 6.14(k) of the Credit Agreement shall be
amended by replacing the reference therein to “$10,000,000” with a reference to “$25,000,000”.



2.07. Limitations on Leases. Section 6.25 of the Credit Agreement shall be amended by
replacing the reference therein to “$25,000,000” with a reference to “$40,000,000”.



Section 3. Representations and Warranties. The Borrower represents and warrants to
the Lenders that the representations and warranties set forth in Article V of the Credit Agreement
are true and correct on the date hereof as if made on and as of the date hereof (except to the
extent any such representation or warranty is stated to relate solely to an earlier date, in which
case such representation or warranty shall have been true and correct on and as of such earlier
date) and as if each reference in said Article V to “this Agreement” included reference to this
Amendment No. 5.



Section 4. Conditions Precedent. The amendments set forth in Section 2 hereof shall
become effective, as of the date hereof, upon:




(i) the execution and delivery of counterparts of this Amendment No. 5 by the
Borrower, the Guarantors and the Agent pursuant to authority granted by the Required
Lenders (and the Borrower and each Guarantor, by its execution and delivery of this
Amendment No. 5, each hereby confirms and ratifies all of its respective obligations under
the Guaranty, the Security Agreement and the Subordination Agreement with respect to the
amendments effected hereby);




(ii) the Borrower furnishing 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:




(a) a copy, certified by the Secretary or Assistant Secretary of the
Borrower, of its by-laws,




(b) a copy, certified by the Secretary or Assistant Secretary of the
Borrower, along with a certificate of good standing and existence from the
Secretary of State of the State of Louisiana, of resolutions of its board of
directors authorizing the execution of this Amendment No. 5,




(c) an incumbency certificate, executed by the Secretary or Assistant
Secretary of the Borrower which shall identify by name and title and bear the
signatures of the Authorized Officers and any other officers or managers of the
Borrower authorized to sign this Amendment No. 5, upon which certificates the Agent
and the Lenders shall be entitled to rely until informed of any change in writing
by the Borrower, and




(d) a written opinion or opinions of counsel to the Borrower and the
Guarantors, addressed to the Lenders and covering such matters as may be required
by Agent, in form and substance reasonably satisfactory to the Agent;




(iii) the Borrower furnishing to the Agent each in form and substance satisfactory to
the Agent, and with sufficient copies for the Lenders, a bring-down certificate executed by
the Secretary or Assistant Secretary of each Guarantor, certifying that: (a) the
organizational and operative documents of such Guarantor certified and delivered in
connection with the closing of the Credit Agreement on April 25, 2005, the closing of
Amendment No. 2 on February 27, 2006 or the closing of Amendment No. 4 on October 13, 2006,
as the case may be, have not been amended, rescinded or otherwise changed and remain in
full force and effect, (b) the incumbency certificate of such Guarantor certified and
delivered in connection with the closing of the Credit Agreement on April 25, 2005, the
closing of Amendment No. 2 on February 27, 2006 or the closing of Amendment No. 4 on
October 13, 2006, as the case may be, has not been amended, rescinded or otherwise changed,
and each signatory thereto remains an Authorized Officer of such Guarantor and is
authorized to sign this Amendment No. 5, (c) to the best knowledge of such Secretary or
Assistant Secretary, the good standing certificates delivered by such Guarantor in
connection with the closing of the Credit Agreement on April 25, 2005, the closing of
Amendment No. 2 on February 27, 2006 or the closing of Amendment No. 4 on October 13, 2006,
as the case may be, remain true, accurate and correct and that such Secretary or Assistant
Secretary has no knowledge to the contrary thereof and (d) that the copies of the
resolutions of the respective boards of directors, members or managers or any other
governing body authorizing the execution of this Amendment No. 5, as attached to such
certificate, are true, accurate and correct and remain in full force and effect; and




(iv) the Agent receiving evidence of the payment by the Borrower of all fees payable
to the Lenders that the Borrower has agreed to pay in connection with this Amendment No. 5.



Section 5. Miscellaneous. Except as herein provided, the Credit Agreement shall
remain unchanged and in full force and effect. This Amendment No. 5 may be executed in any number
of counterparts, all of which taken together shall constitute one and the same amendatory
instrument and any of the parties hereto may execute this Amendment No. 5 by signing any such
counterpart. This Amendment No. 5 shall be governed by, and construed in accordance with, the law
of the State of New York.



[Remainder of page intentionally blank]





1






IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 5 to be duly executed
and delivered as of the day and year first above written.




THE SHAW GROUP INC.




By:

Name:

Title:




2




GUARANTORS:




WHIPPANY VENTURE I, L.L.C


HYDRO POWER SOLUTIONS LLC




By:      

Name:

Title:





SHAW CONSTRUCTORS, INC.




By:      

Name:

Title:





STONE & WEBSTER MICHIGAN, INC.




By:      

Name:

Title:





SO-GLEN GAS CO., LLC




by its sole member,




EMCON/OWT, Inc.




By:      

Name:

Title:





EMCON/OWT, INC.




By:      

Name:

Title:





GUARANTORS (continued)




AMERICAN PLASTIC PIPE AND




SUPPLY, L.L.C.




B.F. SHAW, INC.






C.B.P. ENGINEERING CORP.


EDS EQUIPMENT COMPANY, LLC


SHAW TRANSMISSION & DISTRIBUTION SERVICES INTERNATIONAL,
INC.


ENVIROGEN, INC.


FIELD SERVICES, INC.


LFG SPECIALTIES, L.L.C.


MWR, INC.


PROSPECT INDUSTRIES (HOLDINGS), INC.


SHAW ALLOY PIPING PRODUCTS, INC.


SHAW BENECO, INC.


SHAW COASTAL, INC.


SHAW CONNEX, INC.


SHAW E & I INVESTMENT HOLDINGS, INC.


SHAW EUROPE, INC.


SHAW ENERGY DELIVERY SERVICES, INC.


SHAW ENVIRONMENTAL, INC.


SHAW ENVIRONMENTAL &




INFRASTRUCTURE, INC.




	 	 	 	SHAW
ENVIRONMENTAL &






	 	 	 	INFRASTRUCTURE MASSACHUSETTS, INC.






SHAW ENVIRONMENTAL




INTERNATIONAL, INC.




SHAW FABRICATORS, INC.


SHAW FACILITIES, INC.


SHAW FIELD SERVICES, INC.


SHAW FT. LEONARD WOOD HOUSING, L.L.C.


SHAW GLOBAL ENERGY SERVICES, INC.


SHAW GRP OF CALIFORNIA


SHAW INDUSTRIAL SUPPLY CO., INC.


SHAW INFRASTRUCTURE, INC.


SHAW INTELLECTUAL PROPERTY




HOLDINGS, INC.




SHAW INTERNATIONAL, INC.


SHAW JV HOLDINGS, L.L.C.


SHAW LITTLE ROCK HOUSING, L.L.C.


SHAW LIQUID SOLUTIONS LLC


SHAW MAINTENANCE, INC.


SHAW POWER SERVICES GROUP, L.L.C.


SHAW PROJECT SERVICES GROUP, INC.


SHAW TRANSMISSION & DISTRIBUTION




SERVICES, INC.




By:      

Name:

Title:





GUARANTORS (continued)




SHAW WASTE SOLUTIONS, LLC




By:      

Name:

Title:





STONE & WEBSTER – JSC MANAGEMENT CONSULTANTS, INC.




By:      

Name:

Title:





BADGER TECHNOLOGIES, L.L.C.


BADGER TECHNOLOGY HOLDINGS, L.LC.


PIKE PROPERTIES I, INC.






PIKE PROPERTIES II, INC.


SHAW GLOBAL, L.L.C.




By:      

Name:

Title:





S C WOODS, L.L.C.




by its sole member,




Stone & Webster, Inc.




By:      

Name:

Title:





GUARANTORS (continued)



	 	 	 
	INTERNATIONAL CONSULTANTS, L.L.C.	 	 
	SHAW BEALE HOUSING, L.L.C.	 	 
	SHAW CAPITAL, INC.	 	 
	SHAW CAPITAL (NEVADA), INC.	 	 
	SHAW CENTCOM SERVICES, L.L.C.	 	 
	SHAW HANSCOM HOUSING, L.L.C.	 	 
	SHAW HOME LOUISIANA, INC.	 	 
	SHAW MANAGED SERVICES, INC.	 	 
	SHAW MANAGEMENT SERVICES	 	 
	ONE, INC.	 	 
	SHAW MORGAN CITY TERMINAL, INC.	 	 
	SHAW NAPTECH, INC.	 	 
	SHAW POWER DELIVERY SYSTEMS, INC.	 	 
	SHAW POWER SERVICES, INC.	 	 
	SHAW PROCESS AND INDUSTRIAL	 	 
	GROUP, INC.	 	 
	SHAW PROCESS FABRICATORS, INC.	 	 
	SHAW PROPERTY HOLDINGS, INC.	 	 
	SHAW SERVICES, L.L.C.	 	 
	SHAW SSS FABRICATORS, INC.

SHAW SUNLAND FABRICATORS, INC.

SHAW TULSA FABRICATORS, INC.

STONE & WEBSTER ASIA, INC.

STONE & WEBSTER HOLDING ONE, INC.

STONE & WEBSTER HOLDING TWO, INC.

STONE & WEBSTER, INC.

STONE & WEBSTER INTERNATIONAL,

STONE & WEBSTER INTERNATIONAL

STONE & WEBSTER MASSACHUSETTS,

STONE & WEBSTER PROCESS

TECHNOLOGY, INC.

	 	













INC.

HOLDINGS, INC.

INC.












STONE & WEBSTER MANAGEMENT CONSULTANTS, INC.


STONE & WEBSTER SERVICES, L.L.C.




By:      

Name:

Title:





GUARANTORS (continued)




STONE & WEBSTER CONSTRUCTION, INC.




By:      

Name:

Title:





ARLINGTON AVENUE E VENTURE, LLC






CAMDEN ROAD VENTURE, LLC


GREAT SOUTHWEST PARKWAY




VENTURE, LLC




By:      

Name:

Title:





STONE & WEBSTER CONSTRUCTION SERVICES, L.L.C.




By:      

Name:

Title:





SHAW INTERNATIONAL MANAGEMENT SERVICES ONE, INC.






SHAW INTERNATIONAL MANAGEMENT SERVICES TWO, INC.



	 	 	 	 	 
	SHAW NORTHEAST HOUSING, L.L.C.
	SHAW NORTHWEST HOUSING, L.L.C.
	SHAW STONE & WEBSTER PUERTO RICO, INC.
	By:
	 	 	—	 







Name:




Title:



3




GUARANTORS (continued):




LANDBANK PROPERTIES, L.L.C.




By:      

Name:

Title:





SHAW ENVIRONMENTAL LIABILITY SOLUTIONS, L.L.C.




By:      

Name:

Title:





THE LANDBANK GROUP, INC.




By:      

Name:

Title:





GUARANTORS (continued):




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 ALASKA, INC.


SHAW AMERICAS, L.L.C.


SHAW CALIFORNIA, L.L.C.


SHAW CMS, INC.


SHAW MEXICO, L.L.C.


SHAW REMEDIATION SERVICES, L.L.C.




By:      

Name:

Title:





INTEGRATED SITE SOLUTIONS, L.L.C.




by its sole member,




Shaw Environmental & Infrastructure, Inc.




By:      

Name:

Title:





GUARANTORS (continued):




NUCLEAR TECHNOLOGY SOLUTIONS,




L.L.C.




by its sole member,




S C WOODS, L.L.C.




by its sole member,




Stone & Webster, Inc.




By:      

Name:

Title:





SELS ADMINISTRATIVE SERVICES, L.L.C.




by its sole member,




Shaw Environmental Liability Solutions, L.L.C.




By:      

Name:

Title:





SHAW ENERGY SERVICES, INC.




By:      

Name:

Title:





SHAW BIOFUELS, LLC.






GREATER BATON ROUGE ETHANOL, L.L.C.


SHAW GBB MAINTENANCE, INC.


SHAW MID STATES PIPE FABRICATING, INC.


SHAW RIO GRANDE VALLEY FABRICATION & MANUFACTURING,
L.L.C.


SHAW RIO GRANDE HOLDINGS, L.L.C.




By:      

Name: Robert L. Belk

Title: Executive Vice President and Treasurer





SHAW GBB, LLC




by its sole member,




Shaw Environmental & Infrastructure,




Inc.




By:      

Name: Gary P. Graphia

Title: Executive Vice President and Assistant

Secretary





SHAW GBB INTERNATIONAL, LLC




by its sole member




Shaw GBB, LLC




by its sole member,




Shaw Environmental & Infrastructure,




Inc.




By:      

Name: Gary P. Graphia

Title: Executive Vice President and Assistant

Secretary





GFM REAL ESTATE LLC




By:      

Name: Robert L. Belk

Title: Manager





SHAW APP TUBELINE, INC.




By:      

Name: Gary P. Graphia

Title: Executive Vice President and Assistant

Secretary




4




SHAW FT. LEONARD WOOD HOUSING II, L.L.C.


AMERICAN EAGLE COMMUNITIES MIDWEST, LLC




by its sole member,




Shaw Ft. Leonard Wood Housing, L.L.C.




By:      

Name: Robert L. Belk

Title: Executive Vice President and Treasurer





FT. LEONARD WOOD MANAGEMENT COMPANY, L.L.C.




by its sole member, 




Shaw Ft. Leonard Wood Housing II, 




L.L.C.




by its sole member,




Shaw Ft. Leonard Wood Housing, 




L.L.C.




By:      

Name: Robert L. Belk

Title: Executive Vice President and Treasurer





SHAW GLOBAL OFFSHORE SERVICES, INC.




By:      

Name: H. Carter Leak, IV

Title: Executive Vice President and Treasurer





SHAW ENERGY & CHEMICALS, INC.




By:      

Name: Thomas Walker

Title: Chief Financial Officer and Treasurer





SHAW FABRICATION & MANUFACTURING, INC.




By:      

Name: Tom Calamia

Title: Chief Financial Officer and Treasurer





SHAW POWER, INC.




By:      

Name: Rance Hall

Title: Chief Financial Officer and Treasurer





GHG SOLUTIONS, INC.






SHAW NORTH CAROLINA, INC.




By:      

Name: Brian K. Ferraioli

Title: Executive Vice President and Treasurer




5




AGENT:




BNP PARIBAS, as Agent



	 	 	 	 	 
	By:
	 		—	
	   Name:

	   Title:

	By:
	 		—	







Name:




Title:



6




EXHIBIT 2.21




FORM OF LENDER ADDENDUM




LENDER ADDENDUM




Reference is made to the Credit Agreement April 25, 2005 (as amended, modified, renewed or
extended from time to time, the “Credit Agreement”) among The Shaw Group Inc., a Louisiana
corporation (the “Borrower”), the lenders party thereto and BNP Paribas, as Agent for the
Lenders and as an Issuer. Terms used but not defined in this Lender Addendum have the meanings
assigned to such terms in the Credit Agreement.



Subject to the effectiveness of Amendment No. 5, dated as of January      , 2008, to the Credit
Agreement, upon execution and delivery of this Lender Addendum by the parties hereto as provided in
Section 2.21 and Section 15.7 of the Credit Agreement, the undersigned (i) to the extent not
already a Lender, hereby becomes a Lender under the Credit Agreement and (ii) shall have Facility
LC Commitments (including, if the undersigned is already a Lender, its Facility LC Commitment
before giving effect hereto) in an aggregate amount equal to $     , effective as of the
date of acceptance specified below. To the extent that the undersigned is already a Lender under
the Credit Agreement, the Facility LC Commitments on this Lender Addendum shall supersede its
previous Facility LC Commitments under the Credit Agreement.



This Lender Addendum shall be construed in accordance with and governed by the law of the
State of New York. This Lender Addendum may be executed by one or more of the parties hereto on
any number of separate counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. Delivery of an executed signature page hereof by facsimile
transmission shall be effective as delivery of a manually executed counterpart hereof.



IN WITNESS WHEREOF, the parties hereto have caused this Lender Addendum to be duly executed
and delivered by their proper and duly authorized officers as of this      day of      , 20     .



[NAME OF LENDER]



By:     

Name:

Title:




7



Accepted and agreed this      day of      , 20     :



THE SHAW GROUP INC.



By:     

Name:

Title:




BNP PARIBAS,


as Agent



By:     

Name:

Title:




By:     

Name:

Title:





8