EX-10.1






EXECUTION COPY



AMENDMENT NO. 2




AMENDMENT NO. 2 dated as of February 27, 2006 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 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 in an aggregate principal or face amount not exceeding
$550,000,000.



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



Section 1. Definitions. Except as otherwise defined in this Amendment No. 2, 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 5 below, but effective as of the date hereof, the Loan Documents shall be
amended as follows:



2.01. References Generally. Direct and indirect references in the Loan Documents to
the Credit Agreement and the Security Agreement shall be deemed to be references to the Credit
Agreement and the Security Agreement as respectively amended hereby.



2.02. Recitals. The reference in the second paragraph of the recitals of the Credit
Agreement to “$550,000,000” shall be replaced by “$550,000,000 (as such amount may be increased as
provided herein).”



2.03. 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 $550,000,000 (before giving effect to any increase of the
Aggregate Facility LC Commitment on the Amendment No. 2 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 $550,000,000 (before giving effect to
any increase of the Aggregate Facility LC Commitment on the Amendment No. 2 Effective Date
pursuant to Section 2.21), as reduced or increased from time to time pursuant to the terms
hereof.




“Aggregate Revolving Credit and Financial LC Commitment” means (a) before
August 27, 2007, $425,000,000 and (b) on August 27, 2007 and thereafter $375,000,000, as
reduced from time to time pursuant to the terms hereof.




“Aggregate Revolving Credit Commitment” means (a) before August 27, 2007,
$425,000,000 and (b) on August 27, 2007 and thereafter $375,000,000.




“Amendment No. 2” means Amendment No. 2, dated as of February 27, 2006, to
this Agreement.




“Amendment No. 2 Effective Date” means the date that the amendments to this
Agreement set forth in Amendment No. 2 become effective.




“Consolidated Fixed Charges Ratio” means, for any Calculation Period, the
ratio of (a) (i) Shaw EBITDA for such Calculation Period less (ii) Non-Financed Capital
Expenditures plus (iii) the Net Cash Proceeds from the sale of any asset and which is
allocated to any such asset as part of such sale, which would be classified as a fixed or
capital asset on a consolidated balance sheet of the Consolidated Group prepared in
accordance with Agreement Accounting Principles but excluding those expenditures incurred
to replace assets lost due to casualty or condemnation, provided that the proceeds from
insurance or condemnation are used to pay therefor; to (b) the sum of (i) Consolidated
Interest Expense excluding any amortization of financing fees, amortization of discounts
and other interest expenses not paid in cash, (ii) mandatory scheduled principal payments
on any Indebtedness (other than principal due upon the Facility Termination Date and
amounts to be paid in connection with the tender for the Borrower’s notes evidencing its
term debt) plus (iii) taxes paid in cash and determined, directly or indirectly, by the
income of the Borrower or any Person in the Consolidated Group. The calculation of Fixed
Charges Ratio shall be calculated beginning in the second fiscal quarter of the fiscal year
ending August 31, 2005 after giving pro forma effect to the consummation of the
Transactions.



2.04. A new Section 2.2(e) shall be inserted in the Credit Agreement reading as follows:



“(e) If the sum of the aggregate outstanding principal amount of the Revolving Credit Loans
plus the Financial LC Obligations exceeds the Aggregate Revolving Credit and Financial LC
Commitment, the Borrower shall, first, immediately repay the principal of the Revolving Credit
Loans and, second (upon all of the Revolving Credit Loans having been paid in full), provide cash
cover for outstanding Letters of Credit, in an aggregate amount at least equal to such excess.”



Section 2.05 Commitment Fee, Reductions in Aggregate Commitment. Section 2.5 of the
Credit Agreement shall be amended to read as follows:




“2.5 Commitment Fee, Reductions in Aggregate Commitment.




(a) The Borrower agrees to pay to the Agent for the account of each Lender according
to its Pro Rata Share a commitment fee at a per annum rate equal to the Applicable Fee Rate
on the average daily excess of the Aggregate Commitment over the Aggregate Outstanding
Credit Exposure (other than Swing Line Loans) from the date hereof to and including the
Facility Termination Date, payable quarterly in arrears on each Payment Date hereafter and
on the Facility Termination Date.




(b) The Borrower may permanently reduce the Aggregate Commitment in whole or in part
by reducing the Aggregate Facility LC Commitment in integral multiples of $5,000,000, upon
at least three Business Day’s prior written notice to the Agent, which notice shall specify
the amount of any such reduction, provided, however, that (i) the amount of the Aggregate
Commitment may not be reduced below the Aggregate Outstanding Credit Exposure and (ii) the
Aggregate Facility LC Commitment shall not be reduced below the amount of the LC
Obligations. All accrued commitment fees shall be payable on the effective date of any
termination of the obligations of the Lenders to make Credit Extensions hereunder.”



2.06. Increase of the Facility LC Commitments. A new Section 2.21 shall be inserted
in the Credit Agreement reading as follows:




“2.21. Increase of the Commitments.




(a) Subject to Section 2.21(b) below, the amount of the Aggregate Facility LC
Commitment may be increased by an amount not exceeding $200,000,000 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.



(b) The Borrower shall furnish to the Agent, each in form and substance satisfactory to the
Agent and to the extent required by the title insurance company: (i) evidence that any amendment to
the Mortgages to reflect the increase in Commitments pursuant to the Lender Addenda shall have been
made, within 30 days after the date of such increase in Commitments and (ii) evidence satisfactory
to the Agent that date down endorsements or the functional equivalent thereof, current to the date
of the recording of the amendments to the Mortgages that reflect the increase in Commitments
pursuant to the Lender Addenda, are issued in connection with each of the existing Mortgage
Policies issued, within 60 days after the date of such increase in Commitments; provided that the
Agent shall be able to grant extensions in its sole discretion for the date down endorsements or
functional equivalent thereof for the Mortgages identified on Schedule I. The failure of the
Borrower to furnish any document in clauses (i) and (ii) above within the time frames noted above
shall constitute a Default under the Credit Agreement and any other Loan Document.




(c) Each increase in the Aggregate Facility LC Commitment pursuant to Section 2.21(a)
shall automatically and simultaneously increase the Aggregate Commitment by the same
amount.”



2.07. Schedule 2.19. Schedule 2.19 of the Credit Agreement shall be amended by adding
thereto the descriptions of the Letters of Credit listed on Annex A attached hereto.



2.08. Security Agreement. The reference in the second paragraph of the preamble of
the Security Agreement to “$550,000,000” shall be replaced by “$550,000,000 (as such amount may be
increased as provided in the Credit Agreement)”.



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. 2.



Section 4. Waiver. The Borrower hereby requests, and the Agent hereby consents to, a
waiver of the default which occurred on November 2, 2005, when the Guarantor SWINC Acquisition
Five, L.L.C. changed its name to International Consultants, L.L.C., without providing thirty (30)
days’ prior written notice to the Agent in accordance with the terms of Section 5.07 of the
Security Agreement.



Section 5. Conditions Precedent. The amendments set forth in Section 2 hereof and
the waiver set forth in Section 4 hereof shall become effective, as of the date hereof, upon:




(i) the execution and delivery of counterparts of this Amendment No. 2 by the
Borrower, the Guarantors and the Agent pursuant to authority granted by the Required
Lenders,




(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. 2,




(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. 2, upon which certificates the Agent
and the Lenders shall be entitled to rely until informed of any change in writing
by the Borrower,




(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, and




(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 as of
April 25, 2005 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
as of April 25, 2005 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. 2, (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 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. 2, as attached to such
certificate, are true, accurate and correct and remain in full force and effect.




(iv) the Borrower furnishing to the Agent, each in form and substance satisfactory to
the Agent evidence of compliance with Section 6.23 of the Credit Agreement with respect to
Shaw Morgan City Terminal, Inc., Shaw Home Louisiana, Inc., Shaw Capital, Inc., Shaw
Environmental International, Inc. and Hydro Power Solutions LLC.



Section 6. Miscellaneous. Except as herein provided, the Credit Agreement and the
Security Agreement shall remain unchanged and in full force and effect. This Amendment No. 2 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. 2 by
signing any such counterpart. This Amendment No. 2 shall be governed by, and construed in
accordance with, the law of the State of New York.



IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly executed
and delivered as of the day and year first above written.



1




THE SHAW GROUP INC.




By:

Robert L. Belk

Executive Vice President and

Chief Financial Officer




2




GUARANTORS:




WHIPPANY VENTURE I, L.L.C


HYDRO POWER SOLUTIONS LLC



	 	 	 	 	 
	By:
	 	 	—	 
	   Robert L. Belk

	   Executive Vice President








SHAW CONSTRUCTORS, INC.



	 	 	 	 	 
	By:
	 	 	—	 
	   Ronnie Volentine

	   President








STONE & WEBSTER MICHIGAN, INC.



	 	 	 	 	 
	By:
	 	 	—	 
	   Gary P. Graphia

	   Vice President and Secretary








SO-GLEN GAS CO., LLC




by its sole member,




EMCON/OWT, Inc.



	 	 	 	 	 
	By:
	 	 	—	 
	   Robert L. Belk








Executive Vice President, Assistant Treasurer and
Assistant Chief Financial Officer




EMCON/OWT, INC.



	 	 	 	 	 
	By:
	 	 	—	 
	   Robert L. Belk








Executive Vice President, Assistant Treasurer and
Assistant Chief Financial Officer




GUARANTORS (continued)



	 	 	 
	AMERICAN PLASTIC PIPE AND	 	 
	SUPPLY, L.L.C.	 	 
	B.F. SHAW, INC.	 	 
	C.B.P. ENGINEERING CORP.	 	 
	EDS EQUIPMENT COMPANY, LLC	 	 
	EDS PUERTO RICO, 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 E & I RUSSIA, INC.	 	 
	SHAW ENERGY DELIVERY SERVICES, INC.	 	 
	SHAW ENVIRONMENTAL, INC.	 	 
	SHAW ENVIRONMENTAL &

INFRASTRUCTURE, INC.

SHAW ENVIRONMENTAL

INTERNATIONAL, INC.

SHAW FABRICATORS, INC.

SHAW FACILITIES, INC.

SHAW FIELD SERVICES, INC.

SHAW FT. LEONARD WOOD HOUSING,

SHAW GLOBAL ENERGY SERVICES, INC.

SHAW GRP OF CALIFORNIA

SHAW INDUSTRIAL SUPPLY CO., INC.

SHAW INFRASTRUCTURE, INC.

SHAW INTELLECTUAL PROPERTY

HOLDINGS, INC.

	 	













L.L.C.




















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.



	 	 	 	 	 
	By:
	 	 	—	 
	   Robert L. Belk

	   Executive Vice President and Treasurer







3





GUARANTORS (continued)




SHAW WASTE SOLUTIONS, LLC



	 	 	 	 	 
	By:
	 	 	—	 
	   Robert L. Belk








Executive Vice President and Chief Financial Officer




STONE & WEBSTER – JSC MANAGEMENT CONSULTANTS, INC.



	 	 	 	 	 
	By:
	 	 	—	 
	   Robert L. Belk

	   Executive Vice President, Senior Vice

	   President and Treasurer








BADGER TECHNOLOGIES, L.L.C.


BADGER TECHNOLOGY HOLDINGS, L.LC.


PIKE PROPERTIES I, INC.


PIKE PROPERTIES II, INC.


SHAW GLOBAL, L.L.C.


SHAW TRANSMISSION & DISTRIBUTION




SERVICES, INC.



	 	 	 	 	 
	By:
	 	 	—	 
	   Robert L. Belk

	   Vice President and Treasurer








S C WOODS, L.L.C.




by its sole member,




Stone & Webster, Inc.



	 	 	 	 	 
	By:
	 	 	—	 
	   Robert L. Belk

	   Executive Vice President and Treasurer







4





GUARANTORS (continued)




INTERNATIONAL CONSULTANTS, L.L.C.


SHAW BEALE HOUSING, L.L.C.


SHAW CAPITAL INC. (LOUISIANA CORPORATION)


SHAW CAPITAL INC. (NEVADA CORPORATION)



	 	 	 
	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	 	 
	SHAW NAPTECH, 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 WORD INDUSTRIES	 	 
	FABRICATORS, INC.	 	 
	STONE & WEBSTER ASIA, INC.	 	 
	STONE & WEBSTER HOLDING ONE, INC.

STONE & WEBSTER HOLDING TWO, INC.

STONE & WEBSTER, INC.

STONE & WEBSTER INTERNATIONAL,

	 	





INC.







STONE & WEBSTER INTERNATIONAL HOLDINGS, INC.



	 	 	 
	STONE & WEBSTER MASSACHUSETTS,

STONE & WEBSTER PROCESS

TECHNOLOGY, INC.

	 	INC.












STONE & WEBSTER MANAGEMENT CONSULTANTS, INC.


STONE & WEBSTER SERVICES, L.L.C.



	 	 	 	 	 
	By:
	 	 	—	 
	   Robert L. Belk

	   Executive Vice President and Treasurer







5





GUARANTORS (continued)




STONE & WEBSTER CONSTRUCTION, INC.



	 	 	 	 	 
	By:
	 	 	—	 
	   Robert L. Belk

	   President and Executive Vice President








ARLINGTON AVENUE E VENTURE, LLC


CAMDEN ROAD VENTURE, LLC


GREAT SOUTHWEST PARKWAY




VENTURE, LLC



	 	 	 	 	 
	By:
	 	 	—	 
	   T.A. Barfield, Jr.

	   President








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



	 	 	 	 	 
	By:
	 	 	—	 
	   Robert L. Belk

	   President and Executive Vice President








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:
	 	 	—	 	 	 	 	 
	   Robert L. Belk
	 	 	 	 
	   Vice President and Treasurer
	 	 	 	 






6





GUARANTORS (continued):




LANDBANK PROPERTIES, L.L.C.



	 	 	 	 	 
	By:
	 	 	—	 
	   T.A. Barfield, Jr.

	   Chief Executive Officer and Chairman








SHAW ENVIRONMENTAL LIABILITY SOLUTIONS, L.L.C.



	 	 	 	 	 
	By:
	 	 	—	 
	   T.A. Barfield, Jr.

	   Chairman and Chief Executive Officer








THE LANDBANK GROUP, INC.



	 	 	 	 	 
	By:
	 	 	—	 
	   T.A. Barfield, Jr.

	   Chief Executive Officer and

	   Chairman of the Board







7





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:
	 	 	—	 
	   T.A. Barfield, Jr.

	   President








INTEGRATED SITE SOLUTIONS, L.L.C.




by its sole member,




Shaw Environmental & Infrastructure, Inc.



	 	 	 	 	 
	By:
	 	 	—	 
	   Robert L. Belk

	   Executive Vice President and Treasurer







8





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:
	 	 	—	 
	   Robert L. Belk

	   Executive Vice President and Treasurer








SELS ADMINISTRATIVE SERVICES, L.L.C.




by its sole member,




Shaw Environmental Liability Solutions, L.L.C.



	 	 	 	 	 
	By:
	 	 	—	 
	   T.A. Barfield

	   Chairman and Chief Executive Officer







9





BNP PARIBAS, as Agent




By:

Name:

Title:

10



Annex A



[Updated List for Section 2.19]




11




Schedule I




[Mortgaged Property]





12