EX-10.1






Execution Copy




AMENDMENT NO. 6




AMENDMENT NO. 6 dated as of October 15 , 2008 among The Shaw Group Inc. (the
“Borrower”), the subsidiaries of the Borrower listed on the signature pages hereto as
“Guarantors”, the Extending Lenders listed on the signature pages hereto and BNP Paribas, as
administrative agent (in such capacity, the “Agent”).



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, Amendment No. 4 dated as of October 13, 2006 and Amendment No. 5 dated as of January 14,
2008, 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. 6, 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) as provided below and
adding the following definitions in the appropriate alphabetical location (to the extent not
already included in said Article I):




“Amendment No. 6” means Amendment No. 6, dated as of October 15, 2008, to this
Agreement.




“Consolidated Fixed Charges Ratio” shall be amended by replacing the reference
therein to “the Facility Termination Date” with a reference to “any Facility Termination
Date”.




“Extended Termination Date” means the sixth anniversary of the Effective Date.




“Extending Lenders” means (a) the Lenders agreeing to the amendment of this
Agreement contemplated by Amendment No. 6 as evidenced by their signatures thereto and (b)
each other Lender agreeing to be an “Extending Lender” hereunder as evidenced by their
signing of an instrument in form and substance acceptable to the Borrower and the Agent in
connection therewith.




“Facility Termination Date” shall be amended to read as follows: “means (a) in
the case of each Non-Extending Lender, the Initial Termination Date and (b) in the case of
each Extending Lender, the Extended Termination Date; or, in each of the cases referred to
in the preceding clauses (a) and (b), any earlier date on which the Aggregate Commitment is
reduced to zero or otherwise terminated pursuant to the terms hereof.”




“Initial Termination Date” means the fifth anniversary of the Effective Date.




“Lenders” shall be amended to read as follows: “means the lending institutions
listed on the signature pages of this Agreement and their respective successors and assigns
and the lending institutions executing a Lender Addendum and their respective successors
and assigns; provided that from and after the Initial Termination Date, upon the
Non-Extending Lenders being paid all amounts owing to them under this Agreement, the
Non-Extending Lenders shall no longer be Lenders.”




“Non-Extending Lenders” means the Lenders that are not Extending Lenders.




“Supplemental Credit Facility” shall be amended by replacing the reference
therein to “Facility Termination Date” with a reference to “Extended Termination Date”.



2.03. Commitments. Section 2.1.1 of the Credit Agreement shall be amended to read as
follows:




“Loan Commitment. From and including the Effective Date and prior to the
Facility Termination Date applicable to it, each Lender severally agrees, on the terms and
conditions set forth in this Agreement, to (i) make Loans to the Borrower and (ii)
participate in Facility LCs issued upon the request of the Borrower, provided that, after
giving effect to the making of each such Loan and the issuance of each such Facility LC (in
each case determined after giving effect to any reductions or increases in Commitments
scheduled to occur on the date on which each such Loan is to be made or such Facility LC is
to be issued), (A) such Lender’s Outstanding Credit Exposure shall not exceed its
Commitment; (B) the sum of the aggregate outstanding principal amount of the Revolving
Credit Loans plus the Financial LC Obligations shall not exceed the Aggregate
Revolving Credit and Financial LC Commitment at any time, (C) the total Revolving Credit
Loans outstanding shall not exceed the Aggregate Revolving Credit Commitment; (D) the
Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment at any time
during any Unrestricted Period; and (E) the Aggregate Outstanding Credit Exposure shall not
exceed the lesser of (1) the Aggregate Commitment and (2) the Borrowing Base at any time
during any Restricted Period (subject to Section 2.2(c)). Subject to the terms of
this Agreement, the Borrower may borrow, repay and reborrow at any time prior to the
Business Day prior to the Extended Termination Date. All Commitments of the Non-Extending
Lenders shall expire on the Initial Termination Date and all Commitments of the Extending
Lenders shall expire on the Extended Termination Date. An Issuer will issue Facility LCs
hereunder on the terms and conditions set forth in Section 2.19.”



2.04. Swing Line Commitment; Voting Rights. Sections 2.1.2(a) and 12.2.2 of the
Credit Agreement shall each be amended by inserting “applicable to it” immediately after “Facility
Termination Date”.



2.05. Required Payments, Termination. Sections 2.2(a) and 2.2(b) of the Credit
Agreement shall be amended to read as follows:




“(a) All Loans, all outstanding Reimbursement Obligations and all other unpaid
Obligations owing to the Non-Extending Lenders shall be paid in full by the Borrower on the
Initial Termination Date and all Loans, all outstanding Reimbursement Obligations and all
other unpaid Obligations owing to the Extending Lenders shall be paid in full by the
Borrower on the Extended Termination Date, in each case except to the extent that such
Obligations are expressly required hereby to be paid on an earlier date.




(b) Subject to Section 2.2(a), each Swing Line Loan shall be paid in full on
the fifth Business Day from the date such Swing Line Loan was made by the Swing Line
Lender.”



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




“(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 applicable to such Lender, payable quarterly in arrears on each
Payment Date hereafter and on each of the Initial Termination Date and the Extended
Termination Date.



and Section 2.5(b) shall be amended by adding the following sentence at the end thereof:




“The Aggregate Commitment and the Aggregate Facility LC Commitment shall each be
automatically reduced on the Initial Termination Date by the aggregate amount of the
Commitments of all of the Non-Extending Lenders.”



2.07. Change in Interest Rate, etc. The last sentence of Section 2.10 of the Credit
Agreement shall be amended to read as follows:




“No Interest Period may begin before and end after the Initial Termination Date or
begin before and end after the Extended Termination Date.”



2.08. Facility LCs. Section 2.19 of the Credit Agreement shall be amended as follows:



(a) Section 2.19.1 of the Credit Agreement shall be amended to read as follows:




“Issuance. The parties hereto acknowledge that on and after the Effective
Date the Existing Facility LCs shall be Facility LCs issued by an Issuer pursuant to this
Agreement. Facility LCs issued hereunder may be issued in any Agreed Currency. Each
Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue
Financial Letters of Credit and Performance Letters of Credit (each, a “Facility
LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC
(“Modify” and each such action, a “Modification”), from time to time from
and including the Effective Date and prior to the fifteenth Business Day prior to the
Extended Termination Date upon the request of the Borrower; provided that immediately after
each such Facility LC is issued or Modified, (i) the aggregate outstanding principal amount
of the Loans plus the aggregate Dollar Amount of the outstanding Financial LC
Obligations shall not exceed the Aggregate Revolving Credit and Financial LC Commitment,
(ii) (1) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate
Commitment during any Unrestricted Period and (2) the Aggregate Outstanding Credit Exposure
shall not exceed the lesser of (A) the Aggregate Commitment and (B) the Borrowing Base at
any time during any Restricted Period (subject to Section 2.2(c)) and (iii) at no
time prior to the Initial Termination Date may the sum of the aggregate undrawn stated
amount of all outstanding Facility LCs that expire after the fifth Business Day prior to
the Initial Termination Date plus the aggregate amount of the Extending Lenders’ Pro Rata
Shares of all Loans (including Swing Line Loans) exceed the aggregate amount of the
Commitments of all of the Extending Lenders, in the case of each of the preceding clauses
(i), (ii) and (iii), all relevant amounts determined after giving effect to any reductions
or increases in Commitments and Outstanding Credit Exposures scheduled to occur on the date
on which each such Facility LC is issued or Modified. No Facility LC issued on or after
the Effective Date shall have an expiry date later than the fifth Business Day prior to the
Extended Termination Date.”



(b) The following new Section 2.19.14 shall be added immediately after Section 2.19.13 of the
Credit Agreement:




“2.19.14 Termination and Re-allocation of Facility LC Participations on Fifth
Business Day prior to the Initial Termination Date. Notwithstanding anything contained
in this Agreement or any other Loan Document to the contrary, on the fifth Business Day
prior to the Initial Termination Date, the interests and participations of the
Non-Extending Lenders in the Facility LCs outstanding as at the fifth Business Day prior to
the Initial Termination Date shall automatically terminate and (i) from and after the fifth
Business Day prior to the Initial Termination Date, the Non-Extending Lenders shall have no
liability arising from, relating to, in connection with or otherwise in respect of, such
interests and participations or any Facility LCs, and (ii) such interests and
participations in outstanding Facility LCs shall thereupon automatically and without
further action be re-allocated to the extent necessary such that the interests and
participations in such Facility LCs shall be held by the remaining Lenders ratably in
proportion to their respective Pro Rata Shares (determined after giving effect to the
termination of the interests and participations of the Non-Extending Lenders on the fifth
Business Day prior to the Initial Termination Date, with all such terminations of interests
and participations being treated as reductions in Commitments solely for the purposes of
this calculation).”



2.09. Increase of the Commitments. Section 2.21(a) of the Credit Agreement shall be
amended by replacing each reference therein to “Letters of Credit” with a reference to “Facility
LCs”.



2.10. Liens. Section 6.15 of the Credit Agreement shall be amended by adding the
following new clause (j) immediately after clause (i) thereof:




“(j) Liens over cash collateral in an aggregate amount not exceeding $200,000,000
securing payment in respect of Letters of Credit, provided that at each time any such cash
collateral is posted, and immediately after giving effect thereto, the Borrower and its
Subsidiaries shall have unrestricted cash or Cash Equivalent Investments of not less than
$500,000,000, which cash and Cash Equivalent Investments shall be free and clear of all
Liens (other than Liens in favor of the Agent, for the benefit of the Lenders, granted
pursuant to any Collateral Document).”



2.11. Contingent Obligations. Section 6.19(h) of the Credit Agreement shall be
amended to read as follows:




“(h) guaranties by Borrower or any of its Subsidiaries with respect to any
Indebtedness or other obligations of a joint venture or other Person in which the Borrower
or any of its Subsidiaries has an ownership interest if (i) in the case that such joint
venture or other Person is a manufacturer of modular units for the completion of nuclear
facilities in Lake Charles, Louisiana, (x) such Indebtedness and other obligations consist
of (A) obligations to return state, parish and local governmental authorities incentives
received by such joint venture or other Person for doing business and constructing its
manufacturing facility in Lake Charles, Louisiana in an aggregate amount for all such
obligations not to exceed $50,000,000 and (B) principal of and interest on bonds in an
aggregate principal amount not exceeding $70,000,000 issued to finance the construction of
such manufacturing facility, and customary related costs, expenses and indemnities, and (y)
the Borrower and its Subsidiaries are not liable under such guaranties for more than their
proportionate share of any such obligations (determined by reference to the direct and
indirect ownership interests held by the Borrower in such joint venture or other Person) or
(ii) in all other cases, the aggregate amount of such guaranties does not exceed
$20,000,000 at any time outstanding.”



Section 3. Representations and Warranties. The Borrower represents and warrants to
the Lenders that (i) 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. 6 and (ii) on the date hereof, no Default or Unmatured Default has occurred or
is continuing.



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




(i) the execution and delivery of counterparts of this Amendment No. 6 by the
Borrower, the Guarantors (other than Shaw CENTCOM Services, L.L.C.), the Agent and the
Required Lenders (and the Borrower and each Guarantor, by its execution and delivery of
this Amendment No. 6, 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. 6,




(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. 6, 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 (other than Shaw CENTCOM Services,
L.L.C.), 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, the closing of Amendment No. 4
on October 13, 2006 or the closing of Amendment No. 5 on January 14, 2008, 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, the closing of Amendment No. 4 on October 13, 2006 or
the closing of Amendment No. 5 on January 14, 2008, 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. 6, (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, the closing of Amendment No.
4 on October 13, 2006 or the closing of Amendment No. 5 on January 14, 2008, as the case
may be, remain true, correct and complete 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. 6, as attached to such certificate, are true, correct
and complete 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. 6.



Section 5. Release of Shaw CENTCOM Services, L.L.C. as a Guarantor and Release of
Security Interest over its Assets. Subject to the satisfaction of the conditions precedent
specified in Section 4 above, but effective as of the date hereof, Shaw CENTCOM Services, L.L.C.
shall be released and discharged from its obligations as a Guarantor under the Loan Documents and
the security interest granted to the Agent under the Security Agreement in and to all of the right,
title and interest in the assets of Shaw CENTCOM Services, L.L.C. shall be released. For the
avoidance of doubt, Section 6.23 of the Credit Agreement shall continue to apply to Shaw CENTCOM
Services, L.L.C. to the extent that Shaw CENTCOM Services, L.L.C. becomes a Material Subsidiary on
or after the date hereof.



Section 6. Miscellaneous. Except as herein provided, the Credit Agreement shall
remain unchanged and in full force and effect. This Amendment No. 6 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. 6 by signing any such
counterpart. This Amendment No. 6 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. 6 to be duly executed
and delivered as of the day and year first above written.




THE SHAW GROUP INC.




By:

Name:

Title:




2




	 	 	 	GUARANTORS:






LANDBANK PROPERTIES, L.L.C.






By its sole member




The LandBank Group, Inc.




By:      



	 	 	 
	Name:

Title:

	 	Clifton S. Rankin

Vice President and Assistant Secretary







ARLINGTON AVENUE E VENTURE, LLC


BENICIA NORTH GATEWAY II, L.L.C.


CAMDEN ROAD VENTURE, LLC


CHIMENTO WETLANDS, L.L.C.


GREAT SOUTHWEST PARKWAY VENTURE, LLC


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.


WHIPPANY VENTURE I, L.L.C.


By their sole member




LandBank Properties, L.L.C.


by its sole member




The LandBank Group, Inc.




By:      

Name: Clifton S. Rankin

Title: Vice President and Assistant Secretary





AMERICAN PLASTIC PIPE AND SUPPLY, L.L.C.

LFG SPECIALTIES, L.L.C.

SO-GLEN GAS CO., LLC

By their sole member




EMCON/OWT, Inc.




By:      



	 	 	 
	Name:

Title:

	 	Clifton S. Rankin

Vice President and Secretary







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


SHAW BEALE HOUSING, L.L.C.


SHAW HANSCOM HOUSING, L.L.C.


SHAW LITTLE ROCK HOUSING, L.L.C.


SHAW NORTHEAST HOUSING, L.L.C.


SHAW NORTHWEST HOUSING, L.L.C.


By their sole member




Shaw Infrastructure, Inc.




By:      



	 	 	 
	Name:

Title:

	 	Clifton S. Rankin

Vice President and Secretary







AMERICAN EAGLE COMMUNITIES MIDWEST, LLC


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


By their sole member




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


By its sole member




Shaw Infrastructure, Inc.




By:      



	 	 	 
	Name:

Title:

	 	Clifton S. Rankin

Vice President and Secretary







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 its sole member




Shaw Infrastructure, Inc.




By:      



	 	 	 
	Name:

Title:

	 	Clifton S. Rankin

Vice President and Secretary







SHAW GBB, LLC


SHAW LIQUID SOLUTIONS, LLC


By their sole member




Shaw Environmental & Infrastructure, Inc.




By:      



	 	 	 
	Name:

Title:

	 	Clifton S. Rankin

Vice President and Secretary







SHAW GBB INTERNATIONAL, LLC


By its sole member




Shaw GBB, L.L.C.


By its sole member




Shaw Environmental & Infrastructure, Inc.




By:      



	 	 	 
	Name:

Title:

	 	Clifton S. Rankin

Vice President and Secretary







SELS ADMINISTRATIVE SERVICES, L.L.C.


By its sole member




Shaw Environmental Liability Solutions, L.L.C.


By its sole member




Shaw E & I Investment Holdings, Inc.




By:      



	 	 	 
	Name:

Title:

	 	Clifton S. Rankin

Vice President and Secretary







SHAW ENVIRONMENTAL LIABILITY SOLUTIONS, L.L.C.


By its sole member




Shaw E & I Investment Holdings, Inc.




By:      



	 	 	 
	Name:

Title:

	 	Clifton S. Rankin

Vice President and Secretary







HYDRO POWER SOLUTIONS LLC


By its sole member




Shaw California, L.L.C.


By its sole member




Shaw Environmental, Inc.




By:      



	 	 	 
	Name:

Title:

	 	Clifton S. Rankin

Vice President and Secretary







SHAW CALIFORNIA, L.L.C.


By its sole member




Shaw Environmental, Inc.




By:      



	 	 	 
	Name:

Title:

	 	Clifton S. Rankin

Vice President and Secretary







BADGER TECHNOLOGY HOLDINGS, L.L.C.


By its sole member




Badger Technologies, L.L.C.


By its sole member




Stone & Webster Process Technology, Inc.




By:      



	 	 	 
	Name:

Title:

	 	Clifton S. Rankin

Vice President and Secretary







BADGER TECHNOLOGIES, L.L.C.


By its sole member




Stone & Webster Process Technology, Inc.




By:      



	 	 	 
	Name:

Title:

	 	Clifton S. Rankin

Vice President and Secretary







NUCLEAR TECHNOLOGY SOLUTIONS, L.L.C.


By its sole member




SC Woods, L.L.C.


By its sole member




Stone & Webster, Inc.




By:      



	 	 	 
	Name:

Title:

	 	Clifton S. Rankin

Vice President and Secretary







SC WOODS, L.L.C.


INTERNATIONAL CONSULTANTS, L.L.C.


STONE & WEBSTER SERVICES, L.L.C.


By their sole member




Stone & Webster, Inc.




By:      



	 	 	 
	Name:

Title:

	 	Clifton S. Rankin

Vice President and Secretary







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


By its sole member




Stone & Webster Construction, Inc.




By:      



	 	 	 
	Name:

Title:

	 	Clifton S. Rankin

Vice President and Secretary







SHAW RIO GRANDE HOLDINGS, L.L.C.


By its sole member




Shaw Rio Grande Valley Fabrication & Manufacturing, L.L.C.


By its sole member




Shaw Power Services, Inc.




By:      



	 	 	 
	Name:

Title:

	 	Clifton S. Rankin

Vice President and Secretary







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


By its sole member




Shaw Power Services, Inc.




By:      



	 	 	 
	Name:

Title:

	 	Clifton S. Rankin

Vice President and Secretary







EDS EQUIPMENT COMPANY, LLC


By its sole member




Shaw Transmission & Distribution Services, Inc.




By:      



	 	 	 
	Name:

Title:

	 	Clifton S. Rankin

Vice President and Secretary







GREATER BATON ROUGE ETHANOL, L.L.C.


By its sole member




Shaw Biofuels, L.L.C.


By its sole member




Shaw Capital, Inc.




By:      



	 	 	 
	Name:

Title:

	 	Clifton S. Rankin

Vice President and Secretary







SHAW BIOFUELS, L.L.C.


By its sole member




Shaw Capital, Inc.




By:      



	 	 	 
	Name:

Title:

	 	Clifton S. Rankin

Vice President and Secretary







SHAW MEXICO, L.L.C.


By its sole member




Shaw Americas, L.L.C.




By its sole member




The Shaw Group Inc.




By:      

Name: Clifton S. Rankin

Title: General Counsel and Corporate Secretary





SHAW AMERICAS, L.L.C.

SHAW JV HOLDINGS, L.L.C.

SHAW POWER SERVICES GROUP, L.L.C.

SHAW REMEDIATION SERVICES, L.L.C.

SHAW SERVICES, L.L.C.

By their sole member




The Shaw Group Inc.




By:      



	 	 	 
	Name:

Title:

	 	Clifton S. Rankin

General Counsel and Corporate Secretary







GFM REAL ESTATE LLC



	 	 	 	 	 
	By:	 	__________________________________
	Name:
	 	Clifton S. Rankin
	Title:
	 	Manager







INTEGRATED SITE SOLUTIONS, L.L.C.


SHAW GLOBAL, L.L.C.



	 	 	 	 	 
	By:	 	__________________________________
	Name:
	 	Clifton S. Rankin
	Title:
	 	Vice President and Secretary







B.F. SHAW, INC.


C.B.P. ENGINEERING CORP.


EMCON/OWT, INC.


ENVIROGEN, INC.


FIELD SERVICES, INC.


GHG SOLUTIONS, INC.


MWR, INC.


PIKE PROPERTIES I, INC.


PIKE PROPERTIES II, INC.


PROSPECT INDUSTRIES (HOLDINGS), INC.


SHAW ALASKA, INC.


SHAW ALLOY PIPING PRODUCTS, INC.


SHAW APP TUBELINE, INC.


SHAW BENECO, INC.


SHAW CAPITAL (NEVADA), INC.


SHAW CAPITAL, INC.


SHAW CMS, INC.


SHAW COASTAL, INC.


SHAW CONNEX, INC.


SHAW CONSULTANTS, INC.


SHAW E & I INVESTMENT HOLDINGS, INC.


SHAW ENERGY & CHEMICALS, INC.


SHAW ENERGY & CHEMICALS INTERNATIONAL, INC.


SHAW ENVIRONMENTAL & INFRASTRUCTURE, INC.


SHAW ENVIRONMENTAL & INFRASTRUCTURE INTERNATIONAL, INC.


SHAW ENVIRONMENTAL & INFRASTRUCTURE MASSACHUSETTS, INC.


SHAW ENVIRONMENTAL, INC.


SHAW ENVIRONMENTAL INTERNATIONAL, INC.


SHAW EUROPE, INC.


SHAW FABRICATION & MANUFACTURING, INC.


SHAW FABRICATION & MANUFACTURING INTERNATIONAL, INC.


SHAW FABRICATORS, INC.


SHAW FACILITIES, INC.


SHAW FIELD SERVICES, INC.


SHAW GBB MAINTENANCE, INC.


SHAW GLOBAL ENERGY SERVICES, INC.


SHAW GLOBAL OFFSHORE SERVICES, INC.


SHAW GRP OF CALIFORNIA


SHAW HOME LOUISIANA, INC.


SHAW INDUSTRIAL SUPPLY CO., INC.


SHAW INFRASTRUCTURE, INC.


SHAW INTELLECTUAL PROPERTY HOLDINGS, INC.


SHAW INTERNATIONAL, INC.


SHAW INTERNATIONAL MANAGEMENT SERVICES ONE, INC.


SHAW INTERNATIONAL MANAGEMENT SERVICES TWO, INC.


SHAW MANAGED SERVICES, INC.


SHAW MANAGEMENT SERVICES ONE, INC.


SHAW MID STATES PIPE FABRICATING, INC.


SHAW MORGAN CITY TERMINAL, INC.


SHAW NAPTECH, INC.


SHAW NORTH CAROLINA, INC.


SHAW NUCLEAR SERVICES, INC.


SHAW POWER, INC.


SHAW POWER DELIVERY SYSTEMS, INC.


SHAW POWER INTERNATIONAL, INC.


SHAW POWER SERVICES, INC.


SHAW PROCESS AND INDUSTRIAL GROUP, INC.


SHAW PROCESS FABRICATORS, INC.


SHAW PROJECT SERVICES GROUP, INC.


SHAW PROPERTY HOLDINGS, INC.


SHAW SSS FABRICATORS, INC.


SHAW STONE & WEBSTER PUERTO RICO, INC.


SHAW SUNLAND FABRICATORS, INC.


SHAW T&D COMPANY, INC.


SHAW TRANSMISSION & DISTRIBUTION SERVICES, INC.


SHAW TRANSMISSION & DISTRIBUTION SERVICES INTERNATIONAL, INC.


SHAW TULSA FABRICATORS, INC.


STONE & WEBSTER, INC.


STONE & WEBSTER ASIA, INC.


STONE & WEBSTER CONSTRUCTION, INC.


STONE & WEBSTER HOLDING ONE, INC


STONE & WEBSTER HOLDING TWO, INC.


STONE & WEBSTER INTERNATIONAL, INC.


STONE & WEBSTER INTERNATIONAL HOLDINGS, INC.


STONE & WEBSTER MASSACHUSETTS, INC.


STONE & WEBSTER MICHIGAN, INC.


STONE & WEBSTER PROCESS TECHNOLOGY, INC.



	 	 	 	 	 
	By:	 	__________________________________
	Name:
	 	Clifton S. Rankin
	Title:
	 	Vice President and Secretary







THE LANDBANK GROUP, INC.



	 	 	 	 	 
	By:	 	__________________________________
	Name:
	 	Clifton S. Rankin
	Title:
	 	Vice President and Assistant Secretary







SHAW MAINTENANCE, INC.



	 	 	 	 	 
	By:	 	__________________________________
	Name:
	 	Clifton S. Rankin
	Title:
	 	Secretary







SHAW ENERGY SERVICES, INC.



	 	 	 	 	 
	By:	 	__________________________________
	Name:
	 	Clarence Ray
	Title:
	 	Vice President and Secretary







SHAW CONSTRUCTORS, INC.



	 	 	 	 	 	 	 	 	 
	By:	 	 
	Name:
	 	David C. Voss	 	 	 	 
	Title:	 	Vice President and Assistant Secretary






3




	 	 	 	 	 	 	 	 	 
	By:	 	 
	 
	 	AGENT:	 	 	 	 
	 
	 	BNPPARIBAS, as Agent	 	 	 	 
	 
	 	By:
	 		—	
	 
	 	 	 	 	 	Name:

	 
	 	 	 	 	 	Title:
	 
	 	By:
	 		—	







Name:




Title:



4




EXTENDING LENDERS:




BNP PARIBAS



	 	 	 	 	 
	By:
	 		—	
	   Name:

	   Title:

	By:
	 		—	
	   Name:

	   Title:

	[LENDER]
	 	 	 	 
	By:
	 		—	







Name:




Title:




5