exv10w1






Exhibit 10.1



SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE
TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS
(**).









Second Amended and Restated


Credit Agreement




dated as of June 15, 2011




Among




The Shaw Group Inc.,


as the Borrower,




BNP Paribas,


as Administrative Agent




and




The Other Lenders Signatory Hereto




BNP Paribas Securities Corp.,


as Sole Book Runner and as a Joint Lead Arranger




Bank of America, N.A. and BBVA Compass,


as Co-Syndication Agents




Fifth Third Bank and Bank of Montreal,


as Co-Documentation Agents




Merrill Lynch, Pierce, Fenner & Smith Incorporated,


BBVA Compass and Fifth Third Bank,


as Joint Lead Arrangers




$1,450,000,000 Facility 




 









 








TABLE OF CONTENTS




	 	 	 	 	 

	ARTICLE I DEFINITIONS
	 	 	1	 
	ARTICLE II THE CREDITS
	 	 	21	 
	2.1 Commitments
	 	 	21	 
	2.2 Required Payments, Termination
	 	 	23	 
	2.3 Ratable Loans
	 	 	24	 
	2.4 Types of Advances
	 	 	24	 
	2.5 Commitment Fee; Reductions in Aggregate Commitment
	 	 	24	 
	2.6 Minimum Amount of Each Advance
	 	 	24	 
	2.7 Optional Principal Payments
	 	 	25	 
	2.8 Method of Selecting Types and Interest Periods for New Advances
	 	 	25	 
	2.9 Conversion and Continuation of Outstanding Advances
	 	 	25	 
	2.10 Change in Interest Rate, etc.
	 	 	26	 
	2.11 Rates Applicable After Default
	 	 	26	 
	2.12 Method of Payment
	 	 	27	 
	2.13 Noteless Agreement, Evidence of Indebtedness
	 	 	27	 
	2.14 Telephonic Notices
	 	 	27	 
	2.15 Interest Payment Dates, Interest and Fee Basis
	 	 	27	 
	2.16 Notification of Advances, Interest Rates, Prepayments and Commitment Reductions
	 	 	28	 
	2.17 Lending Installations
	 	 	28	 
	2.18 Non-Receipt of Funds by the Agent
	 	 	28	 
	2.19 Facility LCs
	 	 	28	 
	2.20 Replacement of Lender
	 	 	33	 
	2.21 Increase of the Commitments
	 	 	33	 
	2.22 Defaulting Lenders
	 	 	34	 
	ARTICLE III YIELD PROTECTION; TAXES
	 	 	35	 
	3.1 Yield Protection
	 	 	35	 
	3.2 Changes in Capital Adequacy Regulations
	 	 	36	 
	3.3 Availability of Types of Advances
	 	 	37	 
	3.4 Funding Indemnification
	 	 	38	 
	3.5 Taxes
	 	 	38	 






- i -









 






	 	 	 	 	 

	3.6 Lender Statements; Survival of Indemnity
	 	 	39	 
	3.7 Effect of Yield Protection
	 	 	40	 
	ARTICLE IV CONDITIONS PRECEDENT
	 	 	40	 
	4.1 Effectiveness
	 	 	40	 
	4.2 Each Credit Extension
	 	 	41	 
	4.3 Reaffirmations of Warranties
	 	 	42	 
	ARTICLE V REPRESENTATIONS AND WARRANTIES
	 	 	42	 
	5.1 Existence and Standing
	 	 	42	 
	5.2 Authorization and Validity
	 	 	42	 
	5.3 No Conflict; Government Consent
	 	 	42	 
	5.4 Financial Statements
	 	 	42	 
	5.5 Material Adverse Change
	 	 	43	 
	5.6 Taxes
	 	 	43	 
	5.7 Litigation and Contingent Obligations
	 	 	43	 
	5.8 Subsidiaries
	 	 	43	 
	5.9 ERISA
	 	 	43	 
	5.10 Accuracy of Information
	 	 	43	 
	5.11 Regulation T, U and X
	 	 	44	 
	5.12 Material Agreements
	 	 	44	 
	5.13 Compliance With Laws
	 	 	44	 
	5.14 Ownership of Properties
	 	 	44	 
	5.15 OFAC
	 	 	44	 
	5.16 Environmental Matters
	 	 	44	 
	5.17 Investment Company Act
	 	 	44	 
	5.18 Patriot Act
	 	 	44	 
	5.19 No Default
	 	 	45	 
	5.20 Intellectual Property
	 	 	45	 
	ARTICLE VI COVENANTS
	 	 	45	 
	6.1 Financial Reporting
	 	 	45	 
	6.2 Use of Proceeds
	 	 	46	 
	6.3 Notice of Default
	 	 	47	 
	6.4 Conduct of Business; Books and Records
	 	 	47	 
	6.5 Taxes
	 	 	47	 
	6.6 Insurance
	 	 	47	 
	6.7 Compliance with Laws
	 	 	47	 






- ii -









 






	 	 	 	 	 

	6.8 Maintenance of Properties
	 	 	47	 
	6.9 Inspection
	 	 	47	 
	6.10 Dividends; Publicly Traded Capital Stock
	 	 	48	 
	6.11 Indebtedness
	 	 	48	 
	6.12 Merger
	 	 	49	 
	6.13 Sale of Assets
	 	 	50	 
	6.14 Investments and Acquisitions
	 	 	50	 
	6.15 Liens
	 	 	52	 
	6.16 Affiliates
	 	 	53	 
	6.17 Prepayment of Other Indebtedness
	 	 	53	 
	6.18 Contingent Obligations
	 	 	53	 
	6.19 Letters of Credit
	 	 	54	 
	6.20 Financial Contracts
	 	 	54	 
	6.21 Financial Covenants
	 	 	54	 
	6.22 Subsidiaries
	 	 	54	 
	6.23 Acquisitions
	 	 	55	 
	6.24 Fiscal Year and Accounting Method
	 	 	55	 
	6.25 Agreements Restricting Liens and Distributions
	 	 	55	 
	6.26 Further Assurances
	 	 	55	 
	6.27 Excluded SPV
	 	 	55	 
	ARTICLE VII DEFAULTS
	 	 	56	 
	ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES
	 	 	58	 
	8.1 Acceleration; Facility LC Collateral Account
	 	 	58	 
	8.2 Amendments
	 	 	59	 
	8.3 Preservation of Rights
	 	 	60	 
	ARTICLE IX GENERAL PROVISIONS
	 	 	60	 
	9.1 Survival of Representations
	 	 	60	 
	9.2 Governmental Regulation
	 	 	60	 
	9.3 Headings
	 	 	60	 
	9.4 Entire Agreement
	 	 	61	 
	9.5 Several Obligations; Benefits of this Agreement
	 	 	61	 
	9.6 Expenses; Indemnification
	 	 	61	 
	9.7 Accounting
	 	 	62	 
	9.8 Severability of Provisions
	 	 	62	 
	9.9 Nonliability of Lenders
	 	 	63	 






- iii -









 






	 	 	 	 	 

	9.10 Confidentiality
	 	 	63	 
	9.11 Nonreliance
	 	 	63	 
	9.12 Disclosure
	 	 	63	 
	9.13 Interest
	 	 	63	 
	9.14 Survival of Prior Agreements
	 	 	64	 
	9.15 Amendment and Restatement of the Existing Facility
	 	 	64	 
	9.16 Release of Collateral
	 	 	65	 
	9.17 Release of Guarantors
	 	 	65	 
	ARTICLE X THE AGENT
	 	 	65	 
	10.1 Appointment; Nature of Relationship
	 	 	65	 
	10.2 Powers
	 	 	65	 
	10.3 General Immunity
	 	 	66	 
	10.4 No Responsibility for Loans, Recitals, etc.
	 	 	66	 
	10.5 Action on Instructions of Lenders
	 	 	66	 
	10.6 Employment of Agents and Counsel
	 	 	66	 
	10.7 Reliance on Documents; Counsel
	 	 	66	 
	10.8 Agent’s Reimbursement and Indemnification
	 	 	66	 
	10.9 Notice of Default
	 	 	67	 
	10.10 Rights as a Lender
	 	 	67	 
	10.11 Lender Credit Decision
	 	 	67	 
	10.12 Successor Agent
	 	 	67	 
	10.13 Agent’s Fee
	 	 	68	 
	10.14 Delegation to Affiliates
	 	 	68	 
	ARTICLE XI SETOFF; RATABLE PAYMENTS
	 	 	68	 
	11.1 Setoff
	 	 	68	 
	11.2 Ratable Payments
	 	 	68	 
	ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS
	 	 	69	 
	12.1 Successors and Assigns
	 	 	69	 
	12.2 Participations
	 	 	69	 
	12.3 Assignments
	 	 	70	 
	12.4 Dissemination of Information
	 	 	71	 
	12.5 Tax Treatment
	 	 	71	 
	ARTICLE XIII NOTICES
	 	 	71	 
	13.1 Notices
	 	 	71	 
	13.2 Change of Address
	 	 	72	 






- iv -









 






	 	 	 	 	 

	ARTICLE XIV COUNTERPARTS
	 	 	72	 
	ARTICLE XV CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL; ETC
	 	 	72	 
	15.1 CHOICE OF LAW
	 	 	72	 
	15.2 CONSENT TO JURISDICTION
	 	 	72	 
	15.3 WAIVER OF JURY TRIAL
	 	 	73	 
	15.4 Judgment Currency
	 	 	73	 
	15.5 USA PATRIOT Act
	 	 	73	 
	15.6 Waiver of Immunity
	 	 	73	 
	15.7 Delivery of Lender Addendum
	 	 	73	 
	15.8 Separateness of Excluded SPV
	 	 	74	 






- v -









 





	 	 	 

	PRICING SCHEDULE
	 	 
	 
	 	 
	EXHIBIT 2.13(d)

	 	NOTE
	 
	 	 
	EXHIBIT 2.21

	 	FORM OF LENDER ADDENDUM
	 
	 	 
	EXHIBIT 6.1(d)

	 	COMPLIANCE CERTIFICATE
	 
	 	 
	EXHIBIT 6.1(i)

	 	BACKLOG REPORT
	 
	 	 
	EXHIBIT 6.22

	 	FORM OF GUARANTY
	 
	 	 
	EXHIBIT 12.3.1

	 	ASSIGNMENT AGREEMENT
	 
	 	 
	SCHEDULE 2.19

	 	EXISTING FACILITY LCS
	 
	 	 
	SCHEDULE 5.7

	 	LITIGATION AND CONTINGENT OBLIGATIONS
	 
	 	 
	SCHEDULE 5.8

	 	SUBSIDIARIES
	 
	 	 
	SCHEDULE 5.12

	 	MATERIAL AGREEMENTS
	 
	 	 
	SCHEDULE 6.11(b)

	 	INDEBTEDNESS AND LIENS
	 
	 	 
	SCHEDULE 6.14(b)

	 	SUBSIDIARIES AND OTHER INVESTMENTS
	 
	 	 
	SCHEDULE 6.15(c)

	 	EXISTING LIENS
	 
	 	 
	SCHEDULE 6.18(d)

	 	CONTINGENT OBLIGATIONS






- vi -









 





SECOND AMENDED AND RESTATED CREDIT AGREEMENT




     This Second Amended and Restated Credit Agreement, dated as of June 15, 2011 (the
“Effective Date”), 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”) and BNP PARIBAS, as administrative agent for the Lenders as
defined below (in such capacity together with any other Person who becomes the agent, the
“Agent”).



     WHEREAS, the Borrower, the Lenders, the Departing Lenders (as hereafter defined) and BNP
Paribas, as administrative agent and as a Lender, and other parties, entered into an Amended and
Restated Credit Agreement dated as of September 24, 2009 (the Credit Agreement as heretofore
amended, modified, supplemented and in effect immediately before giving effect to the amendment and
restatement thereof contemplated hereby being referred to as the “Existing Facility”).



     WHEREAS, the parties hereto have (a) consented to the amendment and restatement of the
Existing Facility as set forth below and (b) agreed that each Departing Lender shall cease to be a
party to the Existing Facility as evidenced by its execution and delivery of its Departing Lender
Signature Page (as hereafter defined).



     NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto
hereby agree that the Existing Facility shall, upon the satisfaction of the conditions precedent
specified in Section 4.1, but effective as of the Effective Date, be amended and restated
to read as follows:



ARTICLE I




DEFINITIONS




     As used in this Agreement:



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



     “Acquisition” means any transaction, or any series of related transactions,
consummated on or after the Effective Date, by which the Borrower or any of its Subsidiaries (i)
acquires from a third party that is not a Subsidiary any going concern business or all or
substantially all of the assets of any Person that is not a Subsidiary, or division thereof,
whether through purchase of assets, merger or otherwise or (ii) directly or indirectly acquires
from a third party that is not a Subsidiary (in one transaction or as the most recent transaction
in a series of transactions) at least a majority (in number of votes) of the securities of a
corporation that is not a Subsidiary which have ordinary voting power for the election of directors
(other than securities having such power only by reason of the happening of a contingency) or a
majority (by percentage or voting power) of the outstanding ownership interests of a Person other
than a corporation that is not a Subsidiary.



     “Advance” means a borrowing hereunder, (i) in respect of any Loan other than a Swing
Line Loan, (x) made by the Lenders on the same Borrowing Date, or (y) converted or continued by the
Lenders on the same date of conversion or continuation, consisting, in either case, of the
aggregate amount of the several Loans of the same Type and, in the case of Eurodollar Loans, for
the same Interest Period, and (ii) in respect of a Swing Line Loan, a borrowing made by the Swing
Line Lender.



     “Affected Lender” is defined in Section 2.20.





 









 





     “Affiliate” of any Person means any other Person directly or indirectly controlling,
controlled by or under common control with such Person. A Person shall be deemed to control
another Person if the controlling Person owns 10% or more of any class of voting securities (or
other ownership interests) of the controlled Person or possesses, directly or indirectly, the power
to direct or cause the direction of the management or policies of the controlled Person, whether
through ownership of stock, by contract or otherwise.



     “Agent” has the meaning given in the recital of parties hereto.



     “Aggregate Commitment” means $1,450,000,000, as reduced or increased from time to time
pursuant to the terms hereof.



     “Aggregate Facility LC Commitment” means $1,450,000,000, as reduced or increased from
time to time pursuant to the terms hereof.



     “Aggregate Outstanding Credit Exposure” means, at any time, the aggregate of the
Outstanding Credit Exposure of all the Lenders (including the Swing Line Lender).



     “Aggregate Revolving Loan Commitment” means $1,250,000,000, as reduced or increased
from time to time pursuant to the terms hereof.



     “Agreed Currencies” means, with respect to a Facility LC, (i) Dollars, (ii) so long as
such currencies are Eligible Currencies on the date of issuance of such Facility LC, Australian
Dollars, British Pounds Sterling, Canadian Dollars and Euros, (iii) Brazilian Reais, Czech Koruny,
India Rupees, Qatar Riyals, Hong Kong Dollars, Malaysian Ringgit, Rial Omani, New Taiwan Dollars,
UAE Dirham, Algerian Dinar, Nigerian Naira, Mexican New Peso, Japanese Yen, Bahraini Dinar,
Venezuelan Bolivar, Saudi Arabian Riyals, Singapore Dollars and Thai Baht (a) only so long as such
currency is an Eligible Currency as of the date of issuance of such Letter of Credit with respect
to a Facility LC issued in such currency or (b) only for purposes of a Facility LC which supports
an Existing Facility LC that was issued in such currency, and (iv) any other Eligible Currency
which the Borrower requests the Agent to include as an Agreed Currency hereunder in respect of a
Facility LC and which is acceptable to the Agent and the relevant Issuer of such Facility LC as of
the date of issuance of such Facility LC. For the purposes of this definition, each of the
specific currencies referred to in clauses (ii) through (iv), above, shall mean and be deemed to
refer to the lawful currency of the jurisdiction referred to in connection with such currency,
e.g., “Australian Dollars” means the lawful currency of Australia. Notwithstanding anything herein
to the contrary, (a) no Issuer shall be required to issue a Facility LC hereunder in any currency
other than Dollars, British Pounds Sterling or Euros unless such Issuer customarily issues other
letters of credit in such currency in the ordinary course of business and (b) to the extent that a
Facility LC was issued with respect to a currency that that was an Agreed Currency as of the time
of the issuance of such Facility LC, such currency shall remain an Agreed Currency solely with
respect to such Facility LC.



     “Agreement” means this Credit Agreement, as it may be renewed, extended, amended,
restated or modified and in effect from time to time.



     “Agreement Accounting Principles” means United States generally accepted accounting
principles as in effect from time to time, applied in a manner consistent with that used in
preparing the financial statements referred to in Section 5.4.



     “Alternate Base Rate” means, for any day, a rate of interest per annum equal to the
highest of (i) the Prime Rate for such day, (ii) the sum of the Federal Funds Effective Rate for
such day plus 1/2% per annum and (iii) the Eurodollar Rate for a one month Interest Period on such
day (or if such day is not a Business



- 2 -









 




Day, the immediately preceding Business Day) plus 1%, provided that, for the avoidance of
doubt, the Eurodollar Rate for any day shall be based on the rate appearing on Reuters Screen
LIBOR01 Page (or on any successor or substitute page of such page) at approximately 11:00 a.m.
London time on such day.



     “Applicable Fee Rate” means, at any time, the percentage rate per annum at which
commitment fees are accruing on the unused portion of the Aggregate Commitment (excluding the Swing
Line Commitment) at such time as set forth in the Pricing Schedule.



     “Applicable LC Fee Rate” means, at any time, the percentage rate per annum for LC Fees
at such time as set forth in the Pricing Schedule.



     “Applicable Margin” means, with respect to Advances of any Type at any time, the
percentage rate per annum which is applicable at such time with respect to Advances of such Type as
set forth in the Pricing Schedule.



     “Article” means an article of this Agreement unless another document is specifically
referenced.



     “Authorized Officer” of any Person, means any of the President, Chairman of the Board,
Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Senior Vice President,
Executive Vice President, Treasurer, Assistant Treasurer, Vice President, Secretary or Assistant
Secretary of such Person.



     “Bankruptcy Event” means, with respect to any Person, such Person becomes the subject
of a proceeding under any Debtor Relief Law or has had a receiver, custodian, conservator, trustee,
administrator, assignee for the benefit of creditors or similar Person charged with reorganization
or liquidation of its business or assets appointed for it, including the Federal Deposit Insurance
Corporation or any other state or federal regulatory authority acting in such a capacity.



     “BNPP” means BNP Paribas, in its individual capacity, and its successors and assigns.



     “BNPPSC” means BNP Paribas Securities Corp., as a joint lead arranger and as sole book
runner.



     “Borrower” has the meaning given in the recital of parties hereto.



     “Borrowing Date” means a date on which a Credit Extension is made hereunder.



     “Borrowing Notice” is defined in Section 2.8.



     “Business Day” means a day (other than a Saturday or Sunday) on which banks generally
are open in New York, New York for the conduct of substantially all of their commercial lending
activities and on which dealings in Dollars are carried on in the London interbank market.



     “Calculation Period” means a four quarter period ending on the date of the Borrower’s
fiscal quarter end or fiscal year end for which the relevant calculation is being made.



     “Capitalized Lease” of a Person means any lease of Property by such Person as lessee
which would be capitalized on a balance sheet of such Person prepared in accordance with Agreement
Accounting Principles.


     “Capitalized Lease Obligations” of a Person means the amount of the obligations of
such Person under Capitalized Leases which would be shown as a liability on a balance sheet of such
Person prepared in accordance with Agreement Accounting Principles.



- 3 -









 







     “Capital Stock” means any and all shares, interests, participations or other
equivalents (however designated) of capital stock of a corporation, including, without limitation,
any preferred stock of a corporation, any and all equivalent ownership interests in a Person (other
than a corporation) and any and all warrants or options to purchase any of the foregoing.



     “Cash Equivalent Investments” means (i) short-term obligations of, or fully guaranteed
by, the United States of America, in each case maturing within one year from the date of
acquisition thereof, (ii) commercial paper rated A-1 or better by S&P or P-1 or better by Moody’s,
(iii) demand deposit accounts maintained in the ordinary course of business, (iv) certificates of
deposit issued by and time deposits with commercial banks (whether domestic or foreign) having
capital and surplus in excess of $100,000,000, (v) investments in Eurodollars issued by any bank or
trust company having capital, surplus and undivided profits aggregating at least $100,000,000 and
whose long term certificates of deposit are, at the time of acquisition thereof by Borrower or any
Subsidiary, rated A-1 or better by S&P or P-1 or better by Moody’s, and (vi) investments by Foreign
Subsidiaries in short term investments, in connection with the cash management programs of such
Foreign Subsidiaries, provided that such investments in excess of $25,000,000 in the aggregate
shall be with funds held by institutions rated A- (or its equivalent) or better by S&P or A3 (or
its equivalent) or better by Moody’s or otherwise acceptable to the Agent and Required Lenders;
provided further in each case of clauses (i) through (vi) above, that the same provides for payment
of both principal and interest (and not principal alone or interest alone) and is not subject to
any contingency regarding the payment of principal or interest.



     “Change” has the meaning specified in Section 3.2.



     “Change in Control” means an event or series of events by which (i) any “person” (as
such term is used in Section 13(d) and 14(d) of the Exchange Act), or related persons constituting
a “group” (as such term is used in Rule 13d-5 under the Exchange Act) is or becomes or has the
absolute, unconditional right to become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5
under the Exchange Act), directly or indirectly, of 35% or more of the total voting power of the
voting stock of the Borrower; (ii) the Borrower consolidates with or merges into another Person or
conveys, transfers or leases all or substantially all of its assets to any Person, or any Person
consolidates with, or merges into, the Borrower in a transaction not otherwise permitted hereunder;
(iii) the Borrower conveys, transfers or leases all or substantially all of its assets to any
Person; (iv) the stockholders of the Borrower approve any plan of liquidation or dissolution of the
Borrower; or (v) during any period of twelve consecutive months, individuals who, at the beginning
of such period, constituted the board of directors of the Borrower (together with any new director
whose election by the Borrower’s board of directors or whose nomination for election by the
Borrower’s stockholders was approved by a vote of at least a majority of the directors then still
in office who either were directors at the beginning of such period or whose election or nomination
for election was previously so approved) cease for any reason (other than due to death or
disability) to constitute a majority of the board of directors of the Borrower then in office.



     “Code” means the Internal Revenue Code of 1986, as amended, reformed or otherwise
modified from time to time.



     “Collateral Shortfall Amount” has the meaning specified in Section 8.1.



     “Commitment” means, for each Lender, the Revolving Loan Commitment and the Facility LC
Commitment for such Lender.



     “Computation Date” is defined in Section 2.19.13.




- 4 -









 





     “Confidential Information Memorandum” means the informational materials dated May 2011
and furnished by Borrower to the Lenders in connection with the syndication of the Commitments made
under this Agreement (together with all amendments, supplements and subsequent updates thereto).



     “Consolidated Group” means the Borrower, its Subsidiaries and all other Persons (other
than the Excluded SPV) treated as if they were Subsidiaries of the Borrower for purposes of
preparing consolidated financial statements of the Borrower in accordance with Agreement Accounting
Principles, including those Persons required to be consolidated by reason of FIN 46.



     “Consolidated Interest Expense” means, with reference to any period, the actual
interest expense of the Consolidated Group calculated on a consolidated basis.



     “Consolidated Net Income” means, with reference to any period, the net income (or
loss) of the Consolidated Group calculated according to Agreement Accounting Principles on a
consolidated basis for such period, excluding any such net income attributable to any Investment in
any Person (including the Excluded SPV) that is not a Subsidiary except to the extent of cash
distributions from such Person (including the Excluded SPV) to the Borrower or its Subsidiaries.



     “Consolidated Net Worth” means at any time the consolidated stockholders’ equity of
the Consolidated Group calculated on a consolidated basis as of such time plus any preferred stock
of the Consolidated Group to the extent it has not been redeemed for Indebtedness, as determined in
accordance with Agreement Accounting Principles.



     “Consolidated Tangible Net Worth” means at any time Consolidated Net Worth at such
time minus goodwill of the Consolidated Group calculated on a consolidated basis as of such time,
as determined in accordance with Agreement Accounting Principles.



     “Contingent Obligation” of a Person means any agreement, undertaking or arrangement by
which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds
for the payment of, or otherwise becomes or is contingently liable upon, the obligation or
liability of any other Person, or agrees to maintain the net worth or working capital or other
financial condition of any other Person, or otherwise assures any creditor of such other Person
against loss, including, without limitation, any limited recourse or recourse note or other
obligation, comfort letter (other than a comfort letter that does not evidence Indebtedness or any
payment obligation), operating agreement, take-or-pay contract or the obligations of any such
Person as general partner of a partnership with respect to the liabilities of the partnership, but
excluding contingent liabilities in respect of Performance Letters of Credit.



     “Conversion/Continuation Notice” has the meaning specified in Section 2.9.



     “Costs and Estimated Earnings in Excess of Billings” means all costs and estimated
earnings in excess of billings on uncompleted contracts as reflected in the consolidated balance
sheet of the Borrower.



     “Credit Extension” means the making of an Advance or the issuance, extension, renewal
or increase in the amount of a Facility LC hereunder.



     “Credit Extension Date” means the Borrowing Date for an Advance or the issuance date
for a Facility LC.



     “Debtor Relief Laws” means Chapter 11 of Title 11 of the United States Code (11 U.S.C.
101 et seq.) and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of
creditors,



- 5 -









 




moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief
laws of the United States or other applicable jurisdictions from time to time in effect.



     “Default” means an event described in Article VII.



     “Defaulting Lender” means, subject to Section 2.22, any Lender that (a) has
failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such
Loans were required to be funded hereunder unless such Lender notifies the Agent and the Borrower
in writing that such failure is the result of such Lender’s good faith determination that one or
more conditions precedent to funding (each of which conditions precedent, together with any
applicable default, shall be specifically identified in such writing) has not been satisfied, or
(ii) pay to the Agent, any Issuer, the Swing Line Lender or any other Lender any other amount
required to be paid by it hereunder (including in respect of its participation in Facility LCs or
Swing Line Loans) within two (2) Business Days of the date when due, (b) has notified the Borrower,
the Agent or any Issuer or the Swing Line Lender in writing, or has made a public statement to the
effect, that it does not intend to comply with its funding obligations hereunder or generally under
other agreements in which it commits to extend credit (unless such writing or public statement
relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based
on such Lender’s good faith determination that a condition precedent to funding (which condition
precedent, together with any applicable default, shall be specifically identified in such writing
or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after
written request by the Agent or the Borrower, to confirm in writing to the Agent and the Borrower
that it will comply with its prospective funding obligations hereunder ( provided that such
Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such
written confirmation by the Agent and the Borrower), or (d) has become the subject of a Bankruptcy
Event; provided that a Lender shall not be a Defaulting Lender solely by virtue of the
ownership or acquisition of any equity interest in such Lender or its Lender Parent by a
governmental authority so long as such ownership interest does not result in or provide such Lender
with immunity from the jurisdiction of courts within the United States or from the enforcement of
judgments or writs of attachment on its assets or permit such Lender (or such governmental
authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such
Lender. Any determination by the Agent that a Lender is a Defaulting Lender under clauses (a)
through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be
deemed to be a Defaulting Lender (subject to Section 2.22) upon delivery of written notice
of such determination to the Borrower, each Issuer, the Swing Line Lender and each Lender.



     “Departing Lender” means each lender under the Existing Facility that executes and
delivers to the Agent a Departing Lender Signature Page.



     “Departing Lender Signature Page” means each signature page to this Agreement on which
it is indicated that the Departing Lender executing the same shall cease to be a party to the
Existing Facility on the Effective Date.



     “Dollar Amount” of any currency at any date shall mean (i) the amount of such currency
if such currency is Dollars or (ii) the equivalent in Dollars of any amount of such currency if
such currency is any currency other than Dollars, calculated on the basis of the arithmetical mean
of the buy and sell spot rates of exchange of the Agent for such currency on the London market at
11:00 a.m., London time, on or as of the most recent Computation Date provided for in Section
2.19.13.



     “Dollars” and “$” means the lawful currency of the United States of America.



     “Domestic Subsidiary” means any Subsidiary of Borrower that is formed under the laws
of the United States of America or any state.



- 6 -









 





     “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, (v) other non-cash losses, charges and expenses for
such period to the extent that such charges do not represent cash disbursements during such
applicable period, including, without limitation, any amortization of financing fees, (vi)
non-recurring cash charges related to the Transactions, (vii) minority interest, (viii) non-cash
charges arising in connection with capital stock based compensation paid by the Borrower, (ix)
minus, to the extent included in Consolidated Net Income, non-cash gains, all calculated for such
Person on a consolidated basis.



     “Effective Date” has the meaning specified in the preamble hereto.



     “Eligible Currency” means any currency other than Dollars (i) that is readily
available, (ii) that is freely traded, (iii) in which deposits are customarily offered to banks in
the London interbank market, (iv) which is convertible into Dollars in the international interbank
market and (v) as to which an Equivalent Amount may be readily calculated. If, after the
designation by the Lenders of any currency as an Agreed Currency, (x) currency control or other
exchange regulations are imposed in the country in which such currency is issued with the result
that different types of such currency are introduced, (y) such currency is, in the determination of
the Agent, no longer readily available or freely traded or (z) in the determination of the Agent,
an Equivalent Amount of such currency is not readily calculable, the Agent shall promptly notify
the Lenders and the Borrower, and such currency shall no longer be an Agreed Currency until such
time as all of the Lenders agree to reinstate such currency as an Agreed Currency; provided
that, notwithstanding the foregoing, to the extent that a Facility LC was issued with respect to a
currency that was an Eligible Currency as of the time of the issuance of such Facility LC, such
currency shall remain an Eligible Currency solely with respect to such Facility LC.



     “Employee Tax Remittance” means the remittance by the Borrower, on behalf of employees
of the Borrower and its Subsidiaries, of federal and state income taxes and payroll taxes on the
transfer or vesting of compensation awards to such employees based upon the stock of the Borrower,
in exchange for the conveyance to or withholding by the Borrower of a portion of such employees’
stock in the Borrower, the amount of such remittance to be not greater than the value of the stock
of the Borrower so conveyed to or withheld by the Borrower.



     “Environmental Laws” means any and all federal, state, local and foreign statutes,
laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans,
injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental
restrictions relating to (i) the protection of the environment, (ii) the effect of the environment
on human health, (iii) emissions, discharges or releases of pollutants, contaminants, hazardous
substances or wastes into surface water, ground water or land, or (iv) the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants,
hazardous substances or wastes or the clean-up or other remediation thereof.



     “Equivalent Amount” of any currency with respect to any amount of Dollars at any date
shall mean the equivalent in such currency of such amount of Dollars, calculated on the basis of
the arithmetical mean of the buy and sell spot rates of exchange of the Agent for such other
currency at 11:00 a.m., London time, on the date on or as of which such amount is to be determined.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time, and any rule or regulation issued thereunder.



- 7 -









 





     “ERISA Affiliate” means any trade or business (whether or not incorporated) that,
together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code
or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single
employer under Section 414 of the Code.



     “ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or
the regulations issued thereunder with respect to a Single Employer Plan (other than an event for
which the 30-day notice period is waived); (b) the failure of a Single Employer Plan to meet the
minimum funding standards under Section 430 of the Code or Section 303 of ERISA (determined without
regard to any waiver of funding provisions therein); (c) the filing pursuant to Section 412 of the
Code of an application for a waiver of the minimum funding standard with respect to any Single
Employer Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability
under Title IV of ERISA with respect to the termination of any Single Employer Plan; (e) the
receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice
relating to an intention to terminate any Single Employer Plan or Single Employer Plans or to
appoint a trustee to administer any Single Employer Plan; (f) the incurrence by the Borrower or any
of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal of
the Borrower or any of its ERISA Affiliates from any Single Employer Plan as a “substantial
employer” as defined in Section 4001(a)(2) of ERISA; or (g) the receipt by the Borrower or any
ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any
ERISA Affiliate of any notice, concerning the imposition upon the Borrower or any of its ERISA
Affiliates of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected
to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.



     “Eurodollar Advance” means an Advance which, except as otherwise provided in
Section 2.11, bears interest at the applicable Eurodollar Rate.



     “Eurodollar Loan” means a Loan which, except as otherwise provided in Section
2.11, bears interest at the applicable Eurodollar Rate.



     “Eurodollar Rate” means, with respect to a Eurodollar Advance for the relevant
Interest Period, the sum of (i) the quotient of (A) the LIBOR applicable to such Interest Period,
divided by (B) one minus the Eurodollar Reserve Percentage applicable to such Interest Period,
plus (ii) the Applicable Margin; provided, that in no event shall the Eurodollar Rate
exceed the Highest Lawful Rate. The Eurodollar Rate shall be rounded to the next higher multiple
of 1/16 of 1% if the rate is not such a multiple.



     “Eurodollar Reserve Percentage” means for any Interest Period for Eurodollar Loans the
maximum reserve percentage (expressed as a decimal, rounded upward, if necessary, to the nearest
1/100th of one percent) as determined by the Agent in effect on the date the LIBOR for such
Interest Period is determined (whether or not applicable to any Lender) under regulations issued
from time to time by the Federal Reserve Board for determining the maximum reserve requirement
(including basic, emergency, supplemental and other marginal reserve requirements) with respect to
liabilities or assets consisting of or including Eurocurrency liabilities having a term equal to
such Interest Period. Each determination by the Agent of the Eurodollar Reserve Percentage shall
be conclusive and binding, absent manifest error.



     “Exchange Act” means the Securities Exchange Act of 1934.



     “Excluded SPV” means (i) Nuclear Energy Holdings, L.L.C., a Delaware limited liability
company (“NEH”), which is a special purpose vehicle created for the sole purpose of making
the Westinghouse Investments and engaging in certain transactions related thereto or (ii) any
Affiliate of the Borrower that is a successor or replacement to NEH and that is a special purpose
vehicle created for the
sole purpose of owning, maintaining, financing, refinancing or restructuring the Westinghouse
Investment.



- 8 -









 





     “Excluded SPV Debt” has the meaning specified in Section 6.27.



     “Excluded SPV Letters of Credit” has the meaning specified in Section 6.27.



     “Excluded Taxes” means, in the case of each Lender or applicable Lending Installation
and the Agent, (a) taxes imposed on its overall net income, and franchise taxes imposed on it, by
(i) the jurisdiction under the laws of which such Lender or the Agent is incorporated or organized
or (ii) the jurisdiction in which the Agent’s or such Lender’s principal executive office or such
Lender’s applicable Lending Installation is located and (b) any U.S. federal withholding taxes
imposed by FATCA.



     “Exhibit” refers to an exhibit to this Agreement, unless another document is
specifically referenced.



     “Existing Facility” has the meaning specified in the recitals hereto.



     “Existing Facility LCs” means, collectively, the Letters of Credit listed on
Schedule 2.19.



     “Existing Loans” is defined in Section 2.1.1.



     “Facility LC” has the meaning specified in Section 2.19.1.



     “Facility LC Application” has the meaning specified in Section 2.19.3.



     “Facility LC Collateral Account” has the meaning specified in Section 2.19.11.



     “Facility LC Commitment” means the commitment of each Lender to participate in
Facility LCs issued by an Issuer in the amount not exceeding that set forth opposite its signature
below or on its Lender Addendum or as set forth in any assignment executed pursuant to Section
12.3.1, as modified from time to time pursuant to the terms hereof. In the case of any Lender
that executes and delivers a Lender Addendum, the amount of its Facility LC Commitment as set forth
therein shall supersede the amount of its Facility LC Commitment theretofore in effect.



     “Facility Termination Date” means the earlier of (i) June 15, 2016 and (ii) any
earlier date on which the Aggregate Commitment is reduced to zero or otherwise terminated pursuant
to the terms hereof.



     “FATCA” means Sections 1471 through 1474 of the Code, as of the date of this
Agreement, and any regulations or official interpretations thereof.



     “Federal Funds Effective Rate” means, for any day, an interest rate per annum equal to
the weighted average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such day, as published for such day
(or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day,
the average of the quotations at approximately 11:00 a.m. New York, New York time on such day on
such transactions received by the Agent from three Federal funds brokers of recognized standing
selected by the Agent in its sole discretion.



     “Fee Letter” means that certain letter agreement dated May 2, 2011 among the Borrower,
the Agent and BNPPSC which sets forth the fees to be paid to the Agent and BNPPSC.



     “FIN 46” means Financial Accounting Series Interpretation Number (FIN) 46,
“Consolidation of Variable Interest Entities,” as amended from time to time.



- 9 -









 





     “Financial Contract” of a Person means (i) any exchange-traded or over-the-counter
futures, forward, swap or option contract or other financial instrument with similar
characteristics, (ii) any agreements, devices or arrangements providing for payments related to
fluctuations of interest rates, exchange rates, forward rates or commodity prices, including, but
not limited to, interest rate swap or exchange agreements, forward currency exchange agreements,
interest rate cap or collar protection agreements, forward rate currency or interest rate options,
puts or warrants or (iii) any other similar contract.



     “Financial LC Obligation” means, at any time, the sum, without duplication, of (i) the
aggregate undrawn stated amount under all Financial Letters of Credit outstanding at such time,
plus (ii) the aggregate unpaid amount at such time of all Financial Reimbursement
Obligations.



     “Financial Letter of Credit” means a Letter of Credit qualifying as a “financial
guarantee-type letter of credit” under 12 CFR Part 3, Appendix A, Section 3(b)(1)(i) or any
successor U.S. Comptroller of the Currency regulation and issued by an Issuer under the terms of
this Agreement.



     “Financial Reimbursement Obligations” means, at any time, the aggregate of all
obligations of the Borrower then outstanding under Section 2.19 to reimburse an Issuer for
amounts paid by such Issuer in respect of any one or more drawings under Financial Letters of
Credit.



     “Floating Rate” means, for any day, a rate per annum equal to (i) the Alternate Base
Rate for such day plus (ii) the Applicable Margin, in each case changing when and as the
Alternate Base Rate or the Applicable Margin changes; provided, that in no event shall the Floating
Rate exceed the Highest Lawful Rate.



     “Floating Rate Advance” means an Advance which, except as otherwise provided in
Section 2.11, bears interest at the Floating Rate.



     “Foreign Subsidiary” means any Subsidiary of Borrower that is organized under the laws
of any jurisdiction other than the United States of America or a state thereof.



     “Fronting Fee” is defined in Section 2.19.4.



     “General Intangibles” has the meaning stated in the New York Uniform Commercial Code
in effect from time to time including, without limitation, all Costs and Estimated Earnings in
Excess of Billings, all contract rights, rights to receive payments of money, chooses in action,
causes of action, judgments, tax refunds and tax refund claims, patents, trademarks, trade names,
copyrights, licenses, franchises, computer programs, software, goodwill, customer and supplier
contracts, interests in general or limited partnerships, joint ventures or limited liability
companies, reversionary interests in pension and profit sharing plans and reversionary, beneficial
and residual interests in trusts, leasehold interests in real or personal property, rights to
receive rentals of real or personal property and guarantee and indemnity claims.



     “Guarantors” means collectively (a) all of the Borrower’s Domestic Subsidiaries that
are Material Subsidiaries as of the Effective Date and are party to the Guaranty and (b) any other
Domestic Subsidiary
of Borrower that shall become a guarantor hereunder pursuant to Section 6.22, in the
case of clauses (a) and (b) only for so long as any such Domestic Subsidiary remains a Material
Subsidiary.



     “Guaranty” means that certain Amended and Restated Guaranty dated as of the Effective
Date executed by the Guarantors in favor of the Agent, for the ratable benefit of the Lenders, and
each guaranty executed pursuant to Section 6.22 hereof, as each of such may be amended or
modified and in effect from time to time.



- 10 -









 





     “Highest Lawful Rate” means, with respect to each Lender, the maximum nonusurious
interest rate, if any, that at any time or from time to time may be contracted for, taken,
reserved, charged or received on the principal amount of the Obligations under laws applicable to
such Lender which are presently in effect or, to the extent allowed by law, under such applicable
laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate
than applicable laws now allow.



     “Indebtedness” of a Person means, without duplication, such Person’s (i) obligations
for borrowed money, (ii) obligations representing the deferred purchase price of Property or
services (other than accounts payable arising in the ordinary course of such Person’s business),
(iii) obligations, whether or not assumed, secured by Liens or payable out of the proceeds or
production from Property now or hereafter owned or acquired by such Person, (iv) obligations which
are evidenced by notes, acceptances, or other instruments, (v) obligations of such Person to
purchase or repurchase securities, accounts or other Property arising out of or in connection with
the sale of the same or substantially similar securities or Property, (vi) Capitalized Lease
Obligations, (vii) Off-Balance Sheet Liabilities, (viii) Net Mark-to-Market Exposure under
Financial Contracts, (ix) reimbursement obligations in respect of Financial Letters of Credit (but
excluding reimbursement obligations in respect of Performance Letters of Credit) and (x) any other
obligation for borrowed money which in accordance with Agreement Accounting Principles would be
shown as a liability on the consolidated balance sheet of such Person.



     “Interest Coverage Ratio” means, for any Calculation Period, the ratio of (a) Shaw
EBITDA for such Calculation Period; to (b) Consolidated Interest Expense for such Calculation
Period excluding any amortization of financing fees, amortization of discounts and other interest
expenses not paid in cash.



     “Interest Period” means, with respect to a Eurodollar Advance, a period of one, two,
three or six months commencing on a Business Day selected by the Borrower pursuant to this
Agreement. Such Interest Period shall end on the day which corresponds numerically to such date
one, two, three or six months thereafter, provided, however, that if there is no such numerically
corresponding day in such next, second, third or sixth succeeding month, such Interest Period shall
end on the last Business Day of such next, second, third or sixth succeeding month. If an Interest
Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on
the next succeeding Business Day, provided, however, that if said next succeeding Business Day
falls in a new calendar month, such Interest Period shall end on the immediately preceding Business
Day.



     “Inventory” has the meaning stated in the New York Uniform Commercial Code in effect
from time to time, including, without limitation, all goods held for sale or lease, or furnished or
to be furnished under contracts of service, or consumed in the applicable party’s business, raw
materials, intermediates, work in process, packaging materials, finished goods, semi-finished
inventory, scrap inventory, manufacturing supplies and spare parts (to the extent not covered by
purchase money liens of manufacturers), all such goods that have been returned to or repossessed by
or on behalf of the Borrower or a Guarantor, as applicable, and all such goods released to the
Borrower, a Guarantor or to third parties under trust receipts or similar documents.



     “Investment” of a Person means any loan, advance (other than commission, travel and
similar advances to officers and employees made in the ordinary course of business), extension of
credit (other than Accounts arising in the ordinary course of business on terms customary in the
trade in the applicable jurisdiction) or contribution of capital by such Person; stocks, bonds,
mutual funds, partnership interests, notes, debentures or other securities owned by such Person;
any deposit accounts and certificate of deposit owned by such Person; and structured notes,
derivative financial instruments and other similar instruments or contracts owned by such Person.



- 11 -









 





     “Issuer” means BNPP and any other Lender (or any subsidiary or affiliate designated by
or such Lender) that agrees to issue Letters of Credit hereunder, in each case in its capacity as
issuer of Facility LCs hereunder.



     “Issuer LC Agreement” means, with respect to each Issuer, a separate agreement between
such Issuer and the Borrower that is not inconsistent with the terms of this Agreement and that may
specify additional terms and conditions upon which such Issuer is prepared to issue Facility LCs
under this Agreement (including, without limitation, as to the applicable Fronting Fee and the
maximum aggregate amount of Facility LCs of such Issuer to be outstanding at any time).



     “LC Fee” is defined in Section 2.19.4.



     “LC Obligations” means, at any time, the sum, without duplication, of (i) the
aggregate undrawn stated amount of all Facility LCs outstanding at such time, plus (ii) the
aggregate unpaid amount at such time of all Reimbursement Obligations.



     “LC Payment Date” has the meaning specified in Section 2.19.5.



     “Legal Requirements” means any law, statute, code, ordinance, order, determination,
rule, regulation, judgment, decree, injunction, franchise, permit, certificate, license, rule of
common law, authorization or other directive or requirement, whether now or hereinafter in effect,
of any government or public body or authority, or any subdivision, instrumentality or agency
thereof.



     “Lenders” means the lending institutions listed on the signature pages to this
Agreement (or otherwise party hereto pursuant to Section 12.3) and their respective
successors and assigns and the lending institutions executing a Lender Addendum and their
respective successors and assigns. For the avoidance of doubt, the term “Lenders” excludes
the Departing Lenders.



     “Lender Addendum” means a Lender Addendum, substantially in the form of Exhibit 2.21,
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.



     “Lender Parent” means, with respect to any Lender, any Person as to which such Lender
is, directly or indirectly, a subsidiary.



     “Lending Installation” means, with respect to a Lender or the Agent, the office,
branch, subsidiary or affiliate of such Lender or the Agent listed on the signature pages hereof or
on a Schedule or otherwise selected by such Lender or the Agent pursuant to Section 2.17.



     “Letter of Credit” of a Person means a letter of credit which is issued upon the
application of such Person or upon which such Person is an account party or for which such Person
is in any way liable.



     “Leverage Ratio” means, on any date, the ratio of Total Debt on such date to Shaw
EBITDA for the Calculation Period ending on or most recently ended prior to such date.



     “LIBOR” means for any Interest Period for Eurodollar Loans, the per annum rate of
interest determined by the Agent to be the arithmetic mean (rounded upward, if necessary, to the
nearest 1/100th of one percent) of the offered quotations appearing on Reuters Screen LIBOR01 Page
(or on any successor or substitute page of such page) at approximately 10:00 a.m. (London time) on
the day two Business Days prior to the first day of such Interest Period. If none of such Reuters
Screen LIBOR01 Page or any successor or similar service is available, “LIBOR” applicable to any
Interest Period for Eurodollar Loans



- 12 -









 




shall be the per annum rate (rounded upward, if necessary, to
the nearest 1/100th of one percent) determined by the Agent based upon rates quoted at
approximately 10:00 a.m. (London time) (or as soon thereafter as practicable) on the day two
Business Days prior to the first day of such Interest Period for the offering by the Agent to
leading dealers in the London interbank Dollar market of Dollar deposits for delivery on the first
day of such Interest Period, in immediately available funds and having a term comparable to such
Interest Period and in an amount comparable to the principal amount of the respective Eurodollar
Rate Loan to which such Interest Period relates. Each determination by the Agent of LIBOR shall be
conclusive and binding, absent manifest error.



     “Lien” means any lien (statutory or other), mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance or preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including, without limitation, the
interest of a vendor or lessor under any conditional sale, Capitalized Lease or other title
retention agreement).



     “Loan” means, with respect to a Lender, such Lender’s loan made pursuant to
Article II (or any conversion or continuation thereof).



     “Loan Documents” means this Agreement, the Guaranty, the Facility LC Applications, any
Notes issued pursuant to Section 2.13, all documents required under Article IV, and
all other documents and instruments executed in connection with this Agreement or the Obligations.



     “Material Adverse Effect” means a material adverse effect on (i) the business,
Property, condition (financial or otherwise) or results of operations of the Borrower and its
Material Subsidiaries taken as a whole, (ii) the Transactions, (iii) the ability of the Borrower
and the Guarantors taken as a whole to perform their respective obligations under the Loan
Documents to which any of them is a party, or (iv) the validity or enforceability of any of the
Loan Documents or the rights or remedies of the Agent, an Issuer or the Lenders thereunder.



     “Material Indebtedness” has the meaning specified in Section 7.5.



     “Material Subsidiary” shall mean a Subsidiary of Borrower having: (i) assets of
$5,000,000 or more or (ii) annual operating cash flow of $1,000,000 or more; provided that
(i) none of Atlantic Contingency Constructors, LLC, Shaw AREVA Mox Services, LLC or Shaw-Robotic
Environmental Services, LLC shall be deemed a Material Subsidiary and (ii) subject to the prior
written consent of the Agent, any Subsidiary that is not a Wholly-Owned Subsidiary shall not be
deemed a Material Subsidiary.



     “Modify” and “Modification” have the meaning specified in Section
2.19.1.



     “Moody’s” means Moody’s Investors Service, Inc.



     “Multiemployer Plan” means a Plan that is a multiemployer plan as defined in Section
4001(a)(3) of ERISA.



     “Net Mark-to-Market Exposure” of a Person means, as of any date of determination, and
determined in accordance with Agreement Accounting Principles, the excess (if any) of all
unrealized losses over all unrealized profits of such Person arising from Financial Contracts.
“Unrealized losses” means the fair market value of the cost to such Person of replacing such
Financial Contract as of the date of determination (assuming the Financial Contract was to be
terminated as of that date), and “unrealized profits” means the fair market value of the gain to
such Person of replacing such Financial Contract as of the date of determination (assuming such
Financial Contract was to be terminated as of that date).



- 13 -









 





     “Non-Recourse Indebtedness” means Indebtedness of any Person in the Consolidated Group
(i) in respect of which neither the Borrower nor any of its Subsidiaries (other than Special
Purpose Subsidiaries) shall have any liability whatsoever, whether direct or indirect, contingent
or otherwise, and (ii) the provider of which shall have no recourse to any assets of the Borrower
or its Subsidiaries (other than the assets for which such Indebtedness was incurred, the proceeds
(including, without limitation, proceeds from associated contracts and insurance) of, and
improvements, accessories and upgrades to, such assets and the ownership interests of any Special
Purpose Subsidiary that owns, whether directly or indirectly, such assets), other than Special
Purchase Subsidiaries (as to which recourse of any kind or nature is allowed), each as determined
by the Agent in its reasonable discretion.



     “Non-U.S. Lender” has the meaning specified in Section 3.5(d).



     “Note” means any promissory note issued at the request of a Lender pursuant to
Section 2.13(c) in the form of Exhibit 2.13(d).



     “Obligations” means all unpaid principal of and accrued and unpaid interest on the
Loans, Swing Line Loans, all Reimbursement Obligations, Rate Hedging Obligations owing to a Lender
or any Affiliate of a Lender, all accrued and unpaid fees and all expenses, reimbursements,
indemnities and other obligations of the Borrower and the Guarantors to the Lenders or to any
Lender, the Agent, an Issuer or any indemnified party arising under the Loan Documents.



     “Off-Balance Sheet Liability” of a Person means (i) any repurchase obligation or
liability of such Person with respect to accounts or notes receivable sold by such Person, (ii) any
liability under any so-called “synthetic lease” transaction (a transaction that is treated as an
operating lease under Agreement Accounting Principles but a Capitalized Lease for federal income
tax purposes) entered into by such Person, or (iii) any obligation arising with respect to any
other transaction which is the functional equivalent of or takes the place of borrowing but which
does not constitute a liability on the balance sheets of such Person, but excluding from this
clause (iii) Operating Leases.



     “Operating Lease” of a Person means any lease of Property (other than a Capitalized
Lease) by such Person as lessee which has an original term (including any required renewals and any
renewals effective at the option of the lessor) of one year or more.



     “Other Taxes” has the meaning specified in Section 3.5(b).



     “Outstanding Credit Exposure” means (i) as to any Lender at any time, the sum of (x)
the aggregate principal amount of its Loans outstanding at such time, plus (y) an amount
equal to its Pro Rata Share of the LC Obligations at such time, and (ii) as to the Swing Line
Lender only, at any time, the aggregate principal amount of outstanding Swing Line Loans at such
time.



     “Participants” has the meaning specified in Section 12.2.1.



     “Payment Date” means the last Business Day of each month of February, May, August and
November from and including the Effective Date through and including the Facility Termination Date.



     “PBGC” means the Pension Benefit Guaranty Corporation, or any successor thereto.



     “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
as a “commercial letter of credit” or other short-term self liquidating instrument used to finance
the movement of goods that are



- 14 -









 




collateralized by the underlying shipment under 12 CFR Part 3,
Appendix A, Section 3(b)(3), or in each case under any successor U.S. Comptroller of the Currency
regulation.



     “Performance Reimbursement Obligations” means, at any time, the aggregate of all
obligations of the Borrower then outstanding under Section 2.19 to reimburse an Issuer for
amounts paid by such Issuer in respect of any one or more drawings under Performance Letters of
Credit.



     “Permitted Businesses” means the businesses of Borrower and its Subsidiaries carried
on as of the Effective Date and any businesses, services or activities incident or related thereto,
and the businesses of the clients of Borrower and its Subsidiaries.



     “Permitted Business Investments” means:




     (i) loans and other extensions of credit to officers, directors and employees of
Borrower or any Subsidiary for travel, entertainment, moving and similar expenses or
advances made in direct furtherance and in the ordinary course of the business of Borrower
or the Subsidiaries;




     (ii) Investments in Persons operating Permitted Businesses, provided that no such
Investment shall be a Permitted Business Investment if such Investment could reasonably be
expected to have a Material Adverse Effect;




     (iii) Loans and other extensions of credit to an officer or employee of Borrower or a
Subsidiary extended in connection with hiring that Person that is the functional equivalent
of a signing bonus and is to be forgiven over time if said Person continues his or her
employment;




     (iv) Investments by Foreign Subsidiaries in other Foreign Subsidiaries;




     (v) Investments by Borrower in Domestic Subsidiaries and Investments by Domestic
Subsidiaries in Borrower;




     (vi) Investments by Borrower and its Domestic Subsidiaries in Foreign Subsidiaries,
which Investments are effected after the Effective Date; and




     (vii) Investments by Subsidiaries in Borrower.



     “Permitted Cash Collateral” is defined in Section 6.15(i).



     “Permitted Financial Investments” means the following kinds of instruments:


     (i) receivables arising from the sale of goods and services in the ordinary course of
business of Borrower or any Subsidiaries;


     (ii) currency or commodity price hedging agreements, using customary ISDA swap
documentation or comparable documentation, entered into with a Lender for the purpose of
hedging actual exposure on the currency or commodity price risks of its business and not
speculation; and


     (iii) Capital Stock or obligations or securities received in settlement of debts
(created in the ordinary course of business) owing to Borrower or any Subsidiary.



     “Permitted Liens” means any of the following:



- 15 -









 






     (i) Liens for taxes, assessments or governmental charges or levies on its Property if
the same shall not at the time be delinquent or thereafter can be paid without penalty, or
are being contested in good faith and by appropriate proceedings and for which adequate
reserves in accordance with Agreement Accounting Principles shall have been set aside on its
books;




     (ii) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ liens and
other similar liens arising in the ordinary course of business which secure payment of
obligations not more than 60 days past due or which are being contested in good faith by
appropriate proceedings and for which adequate reserves shall have been set aside on its
books;




     (iii) Liens arising out of pledges or deposits under worker’s compensation laws,
unemployment insurance, old age pensions, or other social security or retirement benefits,
or similar legislation;




     (iv) deposits or Liens to secure the performance of bids, trade contracts, leases,
statutory obligations, surety and appeal bonds, performance bonds and other obligations of a
like nature, in each case in the ordinary course of business, including, without limitation
such deposits or Liens for the benefit of member insurance companies of the American
International Companies (“AIC”) or their respective Affiliates or such other
sureties as may be required from time to time in the ordinary course of business; further
provided that Borrower may provide any such surety with access to the premises, projects and
equipment of Borrower that are related to the bonding obligations of such surety as
necessary to allow such surety to enforce its rights under and in accordance with applicable
laws; further provided that such access shall not be construed as the granting of a Lien on,
nor shall any Liens granted in favor of such surety encumber, Inventory, Receivables or
Costs and Estimated Earnings in Excess of Billings.




     (v) utility easements, building and zoning restrictions, minor defects or
irregularities in title and such other encumbrances or charges against real property as are
of a nature generally existing with respect to properties of a similar character and which
do not in any material way adversely affect the marketability of the same or interfere with
the use thereof in the business of the Borrower or its Subsidiaries;




     (vi) judgment and attachment liens not giving rise to a Default or liens created by or
existing from any litigation or legal proceeding that are being contested in good faith by
appropriate proceedings, promptly instituted and diligently conducted, and for which
adequate reserves have been made to the extent required by Agreement Accounting Principles
in respect of a claim;




     (vii) liens in favor of collecting or payor banks having a right of setoff, revocation,
refund or chargeback in favor of collecting or payor banks with respect to money or
instruments of the Borrower or any of its Subsidiaries on deposit with or in possession of
such bank,
including setoff rights arising in connection with worldwide consolidated cash
management systems;




     (viii) customary set off rights and related financial settlement procedures under Rate
Hedging Obligations entered into for the purpose of hedging and not for speculation; and




     (ix) to the extent not permitted by clause (iii) above, Liens arising out of pledges or
deposits of cash or Cash Equivalent Investments securing deductibles, self-insurance,
insurance premiums, co-payment, co-insurance, retentions and similar obligations to
providers of insurance in the ordinary course of business, not to exceed $60,000,000 in the
aggregate;


provided, that the term “Permitted Liens” shall not include any Lien securing Indebtedness.




- 16 -









 








     “Person” means any natural person, corporation, firm, joint venture, partnership,
limited liability company, association, enterprise, trust or other entity or organization, or any
government or political subdivision or any agency, department or instrumentality thereof.



     “Plan” means an employee pension benefit plan which is covered by Title IV of ERISA or
subject to the minimum funding standards under Section 412 of the Code as to which the Borrower or
any ERISA Affiliate may have any liability.



     “Pricing Schedule” means the Schedule attached hereto identified as such.



     “Prime Rate” means the rate of interest per annum publicly announced from time to time
by BNPP as its prime rate in effect at its principal office in New York City; each change in the
Prime Rate shall be effective from and including the date such change is publicly announced as
being effective.



     “Pro Forma Liquidity” means, at any time, Unrestricted cash and Cash Equivalent
Investments of the Borrower and its Subsidiaries at such time plus the aggregate amount of
Revolving Loan Commitments available to be drawn.



     “Projections” means the financial projections (including projected balance sheets,
income statements and cash flow statements) for the Borrower and its Subsidiaries, together with
the assumptions upon which those projections were based, delivered by the Borrower in connection
with the amendment and restatement of the Existing Facility contemplated hereby for the 2011
through 2016 fiscal years of the Borrower and included in the Confidential Information Memorandum.



     “Property” of a Person means any and all property, whether real, personal, tangible,
intangible, or mixed, of such Person, or other assets owned, leased or operated by such Person.



     “Pro Rata Share” means, with respect to a Lender, a portion equal to a fraction the
numerator of which is such Lender’s Commitment and the denominator of which is the Aggregate
Commitment. If the Commitments have been terminated at any time that a Pro Rata Share is to be
calculated, such calculation shall be made by reference to the Commitments in effect immediately
before giving effect to such termination.



     “Purchasers” has the meaning specified in Section 12.3.1.



     “Qualified Stock” means, with respect to any Person, any common stock of such Person
or a Subsidiary of such Person.



     “Rate Hedging Agreement” means an agreement, device or arrangement entered into with
any Lender or any Affiliate of a Lender providing for payments which are related to fluctuations of
interest rates, exchange rates or forward rates, including, but not limited to, dollar-denominated
or cross-currency interest rate exchange agreements, forward currency exchange agreements, interest
rate cap or collar protection agreements, forward rate currency or interest rate options, puts and
warrants.



     “Rate Hedging Obligation” of a Person means any and all obligations of such Person,
whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired
(including all renewals, extensions and modifications thereof and substitutions therefor), under
(i) any and all Rate Hedging Agreements, and (ii) any and all cancellations, buy backs, reversals,
terminations or assignments of any Rate Hedging Agreement. For purposes hereof, it is understood
that any obligations to any Person arising under a Rate Hedging Agreement entered into at a time
such Person (or an Affiliate thereof) is party to this Agreement as a Lender shall continue to
constitute “Rate Hedging Obligation” and therefore



- 17 -









 




“Obligations” hereunder, notwithstanding that
such Person (or its Affiliate) has ceased to be a Lender party to this Agreement (by assignment of
its interests herein or otherwise) at the time a claim is to be made in respect of such Rate
Hedging Agreement.



     “Receivables” means and includes, as to any Person, all of such Person’s then owned or
existing and future acquired or arising (i) Accounts, (ii) rights to payment evidenced by chattel
paper, documents or an instrument, (iii) rights or claims to receive money that are General
Intangibles, (iv) rights or claims to the payment of money or other forms of consideration of any
kind including, but not limited to, letters of credit and the right to receive payment thereunder,
and all other debts, obligations and liabilities in whatever form from any Person and guaranties,
security and Liens securing payment thereof, and (v) cash and non-cash proceeds of any of the
foregoing.



     “Refunded Swing Line Loans” has the meaning specified in Section 2.1.2(a).



     “Regulations T, U and X” and “Regulations T, U or X” mean the corresponding
regulation of the Board of Governors of the Federal Reserve System as from time to time in effect
and any successor or other regulation or official interpretation of said Board of Governors, and
all official rulings and interpretations thereunder or thereof.



     “Reimbursement Obligations” means, at any time, the aggregate of all Financial
Reimbursement Obligations and Performance Reimbursement Obligations.



     “Reportable Event” means a reportable event as defined in Section 4043 of ERISA and
the regulations issued under such section, with respect to a Single Employer Plan, excluding,
however, such events as to which the PBGC has by regulation waived the requirement of Section
4043(a) of ERISA that it be notified within 30 days of the occurrence of such event, provided,
however, that a failure to meet the minimum funding standard of Section 412 of the Code and of
Section 302 of ERISA with respect to a Single Employer Plan shall be a Reportable Event regardless
of the issuance of any such waiver of the notice requirement in accordance with either Section
4043(a) of ERISA or Section 412(c) of the Code.



     “Reports” has the meaning specified in Section 9.6.



     “Required Lenders” means Lenders in the aggregate having more than 50% of the
Aggregate Commitment or, if the Aggregate Commitment has been terminated, Lenders in the aggregate
holding more than 50% of the Aggregate Outstanding Credit Exposure.



     “Revolving Credit Loan” means a loan made under Section 2.1, but shall not
include a participation in a Facility LC.



     “Revolving Loan Commitment” means, for each Lender, the obligation of such Lender to
make Revolving Credit Loans, other than Swing Line Loans, to Borrower in an aggregate amount not
exceeding the amount specified on such Lender’s signature page hereto or on its Lender Addendum or
as set forth in any assignment executed pursuant to Section 12.3.1, as such amount may be modified
from time to time pursuant to the terms hereof.



     “S&P” means Standard and Poor’s Ratings Services, a division of The McGraw Hill
Companies, Inc.



     “Schedule” refers to a specific schedule to this Agreement, unless another document is
specifically referenced.



- 18 -









 





     “SEC” means the Securities and Exchange Commission, or any successor governmental
agency or authority performing a similar function.



     “Section” means a numbered section of this Agreement, unless another document is
specifically referenced.



     “Shaw EBITDA” means, for any period, EBITDA for the Consolidated Group. 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 an amount equivalent to the
write-down, if any, not to exceed $50,000,000 in connection with the Borrower’s investment in the
South Texas Project nuclear expansion (units 3 and 4).



     “Single Employer Plan” means a Plan (other than a Multiemployer Plan) maintained by
the Borrower or any ERISA Affiliate for employees of the Borrower or any ERISA Affiliate.



     “Special Purpose Subsidiary” means any Subsidiary of the Borrower whose principal
purpose is to incur Non-Recourse Indebtedness or to become an owner of interests in a Person
created to conduct the business activities for which such Indebtedness was incurred, and
substantially all the fixed assets of such Subsidiary or Person are those fixed assets being
financed (or to be financed) in whole or in part by such Indebtedness.



     “Subordination Agreement” means the Amended and Restated Intercompany Subordination
Agreement among the Borrower, all Domestic Subsidiaries and the Agent dated as of the Effective
Date; provided that (i) any Domestic Subsidiary that is not a Wholly-Owned Subsidiary as of
the Effective Date shall not be a party to the Subordination Agreement and (ii) subject to the
prior written consent of the Agent, any Subsidiary that is not a Wholly-Owned Subsidiary shall not
become a party to the Subordination Agreement.



     “Subsidiary” of a Person means (i) any corporation (other than the Excluded SPV) more
than 50% of the outstanding securities having ordinary voting power of which shall at the time be
owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries
or by such Person
and one or more of its Subsidiaries, or (ii) any partnership, limited liability company,
association, joint venture or similar business organization (other than the Excluded SPV) more than
50% of the ownership interests having ordinary voting power of which shall at the time be so owned
or controlled. Unless otherwise expressly provided, all references herein to a “Subsidiary” shall
mean a Subsidiary of the Borrower. Without limiting the foregoing provisions of this definition,
no Person shall be deemed to be a Subsidiary of the Borrower solely by reason of FIN 46.



     “Substantial Portion” means, with respect to the Property of the Borrower and its
Subsidiaries, Property which (i) represents more than 10% of the consolidated assets of the
Borrower and its Subsidiaries as would be shown in the consolidated financial statements of the
Borrower and its Subsidiaries as at the beginning of the twelve-month period ending with the month
in which such determination is made, or (ii) is



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responsible for more than 10% of the consolidated
net sales or of the consolidated net income of the Borrower and its Subsidiaries as reflected in
the financial statements referred to in clause (i) above.



     “Supplemental Indebtedness” means any Indebtedness or Performance Letter of Credit
entered into by the Borrower (other than any such Indebtedness entered into as permitted by Section
6.19(a), (c), (d) or (e) hereof), subject to the conditions that:




     (i) no such Indebtedness or Performance Letter of Credit, as the case may be, shall
contain any covenant, representation, warranty, event of default, mandatory prepayment
provision or any other measure of financial performance that is not included in this
Agreement or that would be more onerous or restrictive on the Borrower or its Subsidiaries
than the analogous provision contained in this Agreement;




     (ii) no such Indebtedness or Performance Letter of Credit, as the case may be, shall
require the Borrower to make any regularly scheduled prepayment or amortization or require a
reduction of the commitments under such facility prior to the Facility Termination Date; and




     (iii) no such Indebtedness or Performance Letter of Credit, as the case may be, shall
be secured by any assets of the Borrower or any of its Subsidiaries.


For purposes hereof, the amount of any Supplemental Indebtedness shall be the higher of the
aggregate amount of extensions of credit thereunder and the aggregate amount of the commitments to
provide extensions of credit thereunder.



     “Swing Line Commitment” means the Swing Line Lender’s obligation to make Swing Line
Loans pursuant to Section 2.1.2.



     “Swing Line Lender” means BNPP in its capacity as provider of the Swing Line Loans.



     “Swing Line Loan” or “Swing Line Loans” has the meaning specified in
Section 2.1.2.



     “Taxes” means any and all present or future taxes, duties, levies, imposts,
deductions, charges or withholdings, and any and all liabilities with respect to the foregoing, but
excluding Excluded Taxes.



     “Total Debt” means all Indebtedness (other than in respect of Performance Letters of
Credit) for which the Consolidated Group is obligated or which is binding on it or any of its
Property, whether directly or by means of Contingent Obligations, determined on a consolidated
basis without duplication in accordance with Agreement Accounting Principles.



     “Transactions” means the amendment and restatement of the Existing Facility
contemplated hereby.



     “Transferee” has the meaning specified in Section 12.4.



     “Type” means, with respect to any Advance, its nature as a Floating Rate Advance or a
Eurodollar Advance.



     “Unmatured Default” means an event which but for the lapse of time or the giving of
notice, or both, would constitute a Default.



- 20 -









 





     “Unrestricted” means, with respect to cash and Cash Equivalent Investments, all cash
and Cash Equivalent Investments excluding any amounts thereof that are subject to a Lien or a
reserve on the balance sheet of the Borrower or any of its Subsidiaries.



     “Westinghouse Entities” means (a) Toshiba Nuclear Holdings (US) Inc., a Delaware
corporation, and (b) Toshiba Nuclear Holdings (UK) Limited, an English company.



     “Westinghouse Investments” means the acquisition and/or ownership of up to 20.0% of
the issued and outstanding capital stock of each Westinghouse Entity.



     “Wholly-Owned Subsidiary” of a Person means (i) any Subsidiary all of the outstanding
voting securities (excluding directors’ qualifying shares) of which shall at the time be owned or
controlled, directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such
Person, or by such Person and one or more Wholly-Owned Subsidiaries of such Person, or (ii) any
partnership, limited liability company, association, joint venture or similar business organization
(other than the Excluded SPV) 100% of the ownership interests having ordinary voting power of which
shall at the time be so owned or controlled.



     “Withdrawal Liability” means liability to a Multiemployer Plan as a result of a
complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of
Subtitle E of Title IV of ERISA.



     The foregoing definitions shall be equally applicable to both the singular and plural forms of
the defined terms. Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, restated, supplemented or otherwise
modified (subject to any restrictions on such amendments, restatements, supplements or
modifications set forth herein), (b) any definition of or reference to any statute, rule or
regulation shall be construed as referring thereto as from time to time amended, supplemented or
otherwise modified (including by succession of comparable successor laws), (c) any reference herein
to any Person shall be construed to include such Person’s successors and assigns (subject to any
restrictions on assignment set forth herein) and, in the case of any governmental authority, any
other governmental authority that shall have succeeded to any or all functions thereof, (d) the
words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer
to this Agreement in its entirety and not to any particular provision hereof, (e) all references
herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (f) the words “asset” and “property”
shall be construed to have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and contract rights.



ARTICLE II




THE CREDITS




     2.1 Commitments




     2.1.1 Loan Commitment. Subject to the terms and conditions set forth in this
Agreement, the Borrower and each of the Lenders agree that on the Effective Date, but
subject to the reallocation and other transactions described in Section 9.15, any loans made
to the Borrower under the Existing Facility prior to the Effective Date which remain
outstanding as of the date of this Agreement (such outstanding loans being hereinafter
referred to as the “Existing Loans”) shall be reevidenced as Loans under this
Agreement and the terms of the Existing Loans (if any) shall be



- 21 -









 







restated in their entirety
and shall be evidenced by this Agreement. From and including the Effective Date and prior
to the Facility Termination Date, 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 Loans plus the
aggregate Dollar Amount of outstanding Financial LC Obligations shall not exceed the
Aggregate Revolving Loan Commitment, (C) the aggregate Dollar Amount of outstanding LC
Obligations shall not exceed the Aggregate Facility LC Commitment and (D) the Aggregate
Outstanding Credit Exposure shall not exceed the Aggregate Commitment. 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 Facility Termination Date. All Commitments of the Lenders shall
expire on the Facility Termination Date. Issuers will issue Facility LCs hereunder on the
terms and conditions set forth in Section 2.19.



     2.1.2 Swing Line Commitment




     (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees at
any time and from time to time on and after the Effective Date and prior to the
Facility Termination Date, to make Swing Line loans (each, a “Swing Line
Loan” and collectively, the “Swing Line Loans”) to the Borrower in an
aggregate principal amount at any one time outstanding not to exceed $25,000,000,
which Swing Line Loans (i) shall be made and maintained pursuant to one or more
Advances comprised of Floating Rate Advances and which shall not be entitled to be
converted into Eurodollar Advances, (ii) shall be made in the minimum amount of
$1,000,000 (or if less, in the aggregate amount of the remaining unused portion of
the Aggregate Revolving Loan Commitment), and (iii) may be repaid and, so long as no
Default or Unmatured Default exists hereunder, reborrowed, at the option of the
Borrower, in accordance with the provisions hereof. Swing Line Loans shall
constitute “Loans” for all purposes hereunder, except they shall be held by
the Swing Line Lender (subject to Section 2.1.2(b) below) and, only for
purposes of calculating the commitment fee under Section 2.5, shall not be
considered a utilization of the Commitment of any Lender hereunder. Notwithstanding
the foregoing, the Aggregate Outstanding Credit Exposure shall not exceed the
Aggregate Commitment at any time.




     (b) If any Swing Line Loan is not repaid when due, the Swing Line Lender shall
give notice to the Agent to request each Lender, including the Swing Line Lender, to
make a Loan as a Floating Rate Advance in an amount equal to the product of such
Lender’s Pro Rata Share times the outstanding principal balance of such Swing Line
Loan (the “Refunded Swing Line Loan”) outstanding on the date such notice is
given; provided that the provision of this subsection shall not affect the
obligation of the Borrower to prepay Swing Line Loans in accordance with Section
2.2. Each Lender shall make the proceeds of such Loan available to the Agent
for the account of the Swing Line Lender on the next Business Day following such
request, in immediately available funds. The proceeds of such Loans shall be
immediately applied to repay the Refunded Swing Line Loan.




     (c) At any time before or after a Default or Unmatured Default, if the
Commitments shall have expired or be terminated while any Swing Line Loan is
outstanding, each Relevant Lender (as defined below), at the sole option of the
Swing Line



- 22 -









 







Lender, shall either (A) notwithstanding the expiration or termination of
the Commitments, make a Loan as a Floating Rate Advance, which such Loan shall be
deemed a “Loan” for all purposes of this Agreement and the other Loan
Documents, or (B) be deemed, without further action by any Person, to have purchased
from the Swing Line Lender a participation in such Swing Line Loan, in either case
in an amount equal to the product of such Lender’s Pro Rata Share times the
outstanding principal balance of such Swing Line Loan. The Agent shall notify each
such Lender of the amount of such Loan or participation, and such Lender will
transfer to the Agent for the account of the Swing Line Lender on the next Business
Day following such notice, in immediately available funds, the amount of such Loan
or participation. For purposes hereof, (i) “Relevant Lender” shall mean, in
connection with any termination or expiration of Commitments, (x) if such expiration
or termination occurs pursuant to Section 2.1.1 and after giving effect thereto the
Aggregate Outstanding Credit Exposure does not exceed the Aggregate Commitment, each
Lender holding a Commitment after giving effect to such expiration or termination
and (y) otherwise, each Lender holding a Commitment immediately before giving effect
to such expiration or termination and (ii) the Pro Rata Shares of the Relevant
Lenders shall be calculated as if the Aggregate Commitment were equal to the sum of
the Commitments of the Relevant Lenders as in effect immediately prior to such
termination or expiration.




     (d) If any such Lender shall not have so made its Loan or its percentage
participation available to the Agent pursuant to this Section 2.1.2, such
Lender agrees to pay interest thereon for each day from such date until the date
such amount is paid at the lesser of (i) the Federal Funds Effective Rate for such
day for the first three days and thereafter the interest rate applicable to the
Loan, and (ii) the Highest Lawful Rate. Whenever, at any time after the Agent has
received from any Lender such Lender’s Loan or participating interest in a Swing
Line Loan, the Agent receives any payment on account thereof, the Agent will pay to
such Lender its participating interest in such amount (appropriately adjusted, in
the case of interest payments, to reflect the period of time during which such
Lender’s Loan or participating interest was outstanding and funded), which payment
shall be subject to repayment by such Lender if such payment received by the Agent
is required to be returned. Each Revolving Credit Lender’s obligation to make the
Loans or purchase such participating interests pursuant to this Section
2.1.2 shall be absolute and unconditional and shall not be affected by any
circumstance, including, without limitation, (A) any set-off, counterclaim,
recoupment, defense or other right which such Lender or any other Person may have
against the Swing Line Lender, the Agent or any other Person for any reason whatsoever; (B) the
occurrence or continuance of a Default or an Unmatured Default or the termination of
the Commitments; (C) the occurrence of any Material Adverse Effect; (D) any breach
of this Agreement by the Borrower or any other Lender; or (E) any other
circumstance, happening or event whatsoever, whether or not similar to any of the
foregoing. Each Swing Line Loan, once so participated by any Lender, shall cease to
be a Swing Line Loan with respect to that amount for purposes of this Agreement, but
shall continue to be a Loan.



     2.2 Required Payments, Termination. The Borrower shall make the following mandatory
payments:




     (a) (i) All Loans, all outstanding Reimbursement Obligations and all other
unpaid Obligations owing to the Lenders shall be paid in full by the Borrower on the
Facility Termination Date, except to the extent that such Obligations are expressly
required hereby to be paid on an earlier date.



- 23 -









 






     (b) 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.




     (c) Notwithstanding anything to the contrary contained in this Agreement or in
any other Loan Document, the Aggregate Outstanding Credit Exposure shall not exceed
the Aggregate Commitment. The Lenders shall never be required to make any Advance
or issue or participate in any Facility LC, and the Swing Line Lender shall never be
required to make any Swing Line Loan, that would cause the Aggregate Outstanding
Credit Exposure to exceed the Aggregate Commitment, and no Lender shall be required
to make any Advance or issue or participate in any Facility LC that would cause such
Lender’s Outstanding Credit Exposure to exceed its individual, total Commitment. If
the Aggregate Outstanding Credit Exposure exceeds the Aggregate Commitment, the
Borrower shall, within 60 days after the earlier of (x) receiving written notice
thereof from the Agent or (y) actual knowledge of such deficiency by an officer of
the Borrower, repay the principal of the Revolving Credit Loans in an amount equal
to such excess. If after giving effect to any such principal repayment there shall
be in existence a Collateral Shortfall Amount, Borrower shall immediately pay to the
Agent such Collateral Shortfall Amount in immediately available funds, which funds
shall be held in the Facility LC Collateral Account.



     2.3 Ratable Loans. Each Advance hereunder, other than Advance of Swing Line Loans,
shall consist of Loans made from the several Lenders ratably according to their Pro Rata Shares.



     2.4 Types of Advances. The Advances (other than Advances made in respect of a Swing
Line Loan which must be Floating Rate Advances) may be Floating Rate Advances or Eurodollar
Advances, or a combination thereof, selected by the Borrower in accordance with Section 2.8 and
Section 2.9.



     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 Effective Date 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 each of the Aggregate Revolving Loan Commitment and the Aggregate Facility LC
Commitment ratably among the Lenders 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, (ii) the
amount of the Aggregate Revolving Loan Commitment shall not be reduced below the sum of
outstanding Revolving Credit Loans and outstanding Financial LC Obligations and (iii) 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.



     2.6 Minimum Amount of Each Advance. Each Eurodollar Advance shall be in the minimum
amount of $2,500,000 (and in multiples of $500,000 if in excess thereof), and each Floating Rate
Advance other than those constituting Swing Line Loans, shall be in the minimum amount of
$2,500,000 (and in



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multiples of $500,000 if in excess thereof), provided, however, that any
Floating Rate Advance may be in the amount of the remaining unused portion of the Aggregate
Revolving Loan Commitment at such time.



     2.7 Optional Principal Payments. The Borrower may from time to time pay or prepay,
without penalty or premium, all outstanding Floating Rate Advances, or, in a minimum aggregate
amount of $2,500,000 or any integral multiple of $500,000 in excess thereof, any portion of the
outstanding Floating Rate Advances after giving notice to the Agent of such prepayment no later
than 1:00 p.m. New York time one Business Day prior to such prepayment. The Borrower may from time
to time pay or prepay, subject to the payment of any funding indemnification amounts required by
Section 3.4 but without penalty or premium, all outstanding Eurodollar Advances, or, in a minimum
aggregate amount of $2,500,000 or any integral multiple of $500,000 in excess thereof, any portion
of the outstanding Eurodollar Advances after giving notice to the Agent of such prepayment no later
than 1:00 p.m. New York time three Business Days prior to such prepayment.



     2.8 Method of Selecting Types and Interest Periods for New Advances.




     2.8.1 Loans. The Borrower shall select the Type of Advance and, in the case of
each Eurodollar Advance, the Interest Period applicable thereto from time to time. The
Borrower shall give the Agent irrevocable notice (a “Borrowing Notice”) not later
than 10:00 a.m. New York time on the Borrowing Date of each Floating Rate Advance and three
Business Days before the Borrowing Date for each Eurodollar Advance, specifying:




     (a) the Borrowing Date, which shall be a Business Day, of such Advance,




     (b) the aggregate amount of such Advance,




     (c) the Type of Advance selected, and




     (d) in the case of each Eurodollar Advance, the Interest Period applicable
thereto.




The Agent shall promptly notify each Lender of the receipt of a Borrowing Notice. Not later
than 12:00 p.m. New York time on each Borrowing Date, each Lender shall make available its
Loan or Loans in funds immediately available in New York, New York to the Agent at its
address specified pursuant to Article XIII. The Agent will make the funds so
received from the Lenders available to the Borrower at the Agent’s aforesaid address. The
Borrower shall be entitled to have a maximum of five separate Eurodollar Advances hereunder
for all Loans outstanding at any one time.




     2.8.2 Swing Line Loans. Whenever the Borrower requires an Advance under the
Swing Line Loans, it shall give written notice thereof (or telephonic notice promptly
confirmed in writing) to the Swing Line Lender not later than 11:00 a.m. New York, New York
time on the date of such Advance. Each notice shall be irrevocable and shall specify the
aggregate principal amount of such Advance and the Borrowing Date of such Advance (which
shall be a Business Day). No later than 12:00 p.m. New York, New York time on the requested
date, the Swing Line Lender shall make available to the Borrower in immediately available
funds the amount of such Advance at the Borrower’s general deposit account maintained with
the Swing Line Lender, or as otherwise directed by the Borrower.



     2.9 Conversion and Continuation of Outstanding Advances. Floating Rate Advances shall
continue as Floating Rate Advances unless and until such Floating Rate Advances are converted into
Eurodollar Advances pursuant to this Section 2.9 or are repaid in accordance with Section 2.2 or



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Section 2.7. Each Eurodollar Advance shall continue as a Eurodollar Advance until the end of the
then applicable Interest Period therefor, at which time such Eurodollar Advance shall be
automatically converted into a Floating Rate Advance unless (a) such Eurodollar Advance is or was
repaid in accordance with Section 2.7 or (b) the Borrower shall have given the Agent a
Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest
Period, such Eurodollar Advance continue as a Eurodollar Advance for the same or another Interest
Period. Subject to the terms of Section 2.6, the Borrower may elect from time to time to convert
all or any part of a Floating Rate Advance into a Eurodollar Advance. The Borrower shall give the
Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of a Floating Rate
Advance into a Eurodollar Advance or continuation of a Eurodollar Advance not later than 11:00 a.m.
New York time at least three Business Days prior to the date of the requested conversion or
continuation, specifying:




     (i) the requested date, which shall be a Business Day, of such conversion or
continuation,




     (ii) the aggregate amount and Type of the Advance which is to be converted or
continued, and




     (iii) the amount of such Advance which is to be converted into or continued as
a Eurodollar Advance and the duration of the Interest Period applicable thereto.


Advances under the Swing Line Loan shall at all times remain Floating Rate Advances, and may not be
converted into Eurodollar Advances. Notwithstanding anything to the contrary contained in this
Agreement, during the continuance of a Default or Unmatured Default the Required Lenders may, at
their option, by notice to the Borrower (which notice may be revoked at the option of the Required
Lenders notwithstanding any provision of Section 8.2 requiring unanimous consent of the Lenders to
changes in interest rates), declare that no Advance may be made as, converted into or continued as
a Eurodollar Advance.



     2.10 Change in Interest Rate, etc.
Each Floating Rate Advance shall bear interest on the outstanding principal amount thereof,
for each day from and including the date such Advance is made or is automatically converted from a
Eurodollar Advance into a Floating Rate Advance pursuant to Section 2.9, to but excluding the date
it is paid or is converted into a Eurodollar Advance (and on which date, if a conversion has
occurred, the Eurodollar Rate is charged), at a rate per annum equal to the Floating Rate for such
day. Changes in the rate of interest on that portion of any Advance maintained as a Floating Rate
Advance will take effect simultaneously with each change in the Alternate Base Rate or Applicable
Margin, as applicable. Each Eurodollar Advance shall bear interest on the outstanding principal
amount thereof from and including the first day of the Interest Period applicable thereto to the
last day of such Interest Period at the interest rate determined by the Agent as applicable to such
Eurodollar Advance based upon the Borrower’s selections under Section 2.8 and Section 2.9 and
otherwise in accordance with the terms hereof. Changes in the rate of interest on that portion of
any Advance maintained as a Eurodollar Advance will take effect simultaneously with each change in
the Applicable Margin regardless of whether such date falls during an existing Interest Period. No
Interest Period for any Eurodollar Advance held by any Lender may begin before and end after the
Facility Termination Date.



     2.11 Rates Applicable After Default. Upon the occurrence and during the continuance of
a Default under Section 7.2, (i) each Eurodollar Advance shall bear interest, after as well as
before judgment, for the remainder of the applicable Interest Period at the lesser of (x) the
Eurodollar Rate calculated by adding the Applicable Margin for Level V (as set forth on the Pricing
Schedule) plus 2% per annum and (y) the Highest Lawful Rate, (ii) each Floating Rate Advance shall
bear interest, after as well as before judgment, at a rate per annum equal to the lesser of (x) the
Floating Rate calculated by adding the



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Applicable Margin for Level V plus 2% per annum and (y) the
Highest Lawful Rate and (iii) the LC Fee shall be calculated by using the Applicable Margin for
Level V increased by 2% per annum. Default interest shall be payable on demand.



     2.12 Method of Payment. **



     2.13 Noteless Agreement, Evidence of Indebtedness.




     (a) Each Lender shall maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan
made by such Lender from time to time, including the amounts of principal and interest
payable and paid to such Lender from time to time hereunder.




     (b) The Agent shall also maintain accounts in which it will record (i) the amount of
each Loan made hereunder, the Type thereof and the Interest Period with respect thereto,
(ii) the amount of any principal or interest due and payable or to become due and payable
from the Borrower to each Lender hereunder, (iii) the original stated amount of each
Facility LC and the amount of LC Obligations outstanding at any time, and (iv) the amount of
any sum received by the Agent hereunder from the Borrower and each Lender’s share thereof.




     (c) The entries maintained in the accounts maintained pursuant to Section
2.13(a) and Section 2.13(b) above shall be prima facie evidence of the existence
and amounts of the Obligations therein recorded, provided, however, that the failure of the
Agent or any Lender to maintain such accounts or any error therein shall not in any manner
affect the obligation of the Borrower to repay the Obligations in accordance with their
terms.




     (d) Any Lender may request that its Loans be evidenced by a promissory note (a
“Note”). In such event, the Borrower shall prepare, execute and deliver to such
Lender a Note payable to the order of such Lender in the form of Exhibit 2.13(d)
attached hereto. Thereafter,
the Loans evidenced by such Note and interest thereon shall at all times (including
after any assignment pursuant to Section 12.3) be represented by one or more Notes
payable to the order of the payee named therein or any assignee pursuant to Section
12.3, except to the extent that any such Lender or assignee subsequently returns any
such Note for cancellation and requests that such Loans once again be evidenced as described
in Section 2.13(a) and Section 2.13(b) above.



     2.14 Telephonic Notices. The Borrower hereby authorizes the Lenders and the Agent to
extend, convert or continue Advances, effect selections of Types of Advances and to transfer funds
based on telephonic notices made by any person or persons the Agent or any Lender in good faith
believes to be acting on behalf of the Borrower, it being understood that the foregoing
authorization is specifically intended to allow Borrowing Notices and Conversion/Continuation
Notices to be given telephonically. The Borrower agrees to deliver promptly to the Agent a written
confirmation of each telephonic notice signed by an Authorized Officer of the Borrower. If the
written confirmation differs in any material respect from the action taken by the Agent and the
Lenders, the records of the Agent and the Lenders shall govern absent manifest error.



     2.15 Interest Payment Dates, Interest and Fee Basis. Interest accrued on each Floating
Rate Advance shall be payable on each Payment Date, commencing with the first such date to occur
after the Effective Date, on any date on which the Floating Rate Advance is prepaid, whether due to
acceleration or otherwise, and at maturity. Interest accrued on that portion of the outstanding
principal amount of any Floating Rate Advance converted into a Eurodollar Advance on a day other
than a Payment Date shall be payable on the date of conversion. Interest accrued on each
Eurodollar Advance shall be payable in arrears



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on the last day of its applicable Interest Period,
on any date on which the Eurodollar Advance is prepaid, whether by acceleration or otherwise, and
at maturity. Interest accrued on each Eurodollar Advance having an Interest Period longer than
three months shall also be payable on the last day of each three-month interval during such
Interest Period, and upon any prepayment. Interest on Floating Rate Advances shall be calculated
for actual days elapsed on the basis of a 365/366-day year. Interest on Eurodollar Advances,
commitment fees and LC Fees shall be calculated for actual days elapsed on the basis of a 360-day
year. Interest shall be payable for the day an Advance is made but not for the day of any payment
on the amount paid if payment is received prior to noon (local time) at the place of payment. If
any payment of principal of or interest on an Advance shall become due on a day which is not a
Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a
principal payment, such extension of time shall be included in computing interest in connection
with such payment. Notwithstanding the foregoing, the Borrower will pay to the Agent, for the
account of each Lender, interest at the applicable rate in accordance with Section 2.11.



     2.16 Notification of Advances, Interest Rates, Prepayments and Commitment Reductions.
Promptly after receipt thereof, the Agent will notify each Lender of the contents of each Aggregate
Commitment reduction notice, Commitment increase notice, Borrowing Notice, Conversion/Continuation
Notice, and repayment notice received by it hereunder. Promptly after notice from an Issuer, the
Agent will notify each Lender of the contents of each request for issuance of a Facility LC
hereunder. The Agent will notify each Lender of the interest rate applicable to each Eurodollar
Advance promptly upon determination of such interest rate and will give each Lender prompt notice
of each change in the Alternate Base Rate.



     2.17 Lending Installations. Each Lender may book its Loans and its participation in
any LC Obligations and an Issuer may book the Facility LCs at any Lending Installation selected by
such Lender or such Issuer, as the case may be, and may change its Lending Installation from time
to time. All terms of this Agreement shall apply to any such Lending Installation and the Loans,
Facility LCs, participations in LC Obligations and any Notes issued hereunder shall be deemed held
by each Lender or each Issuer, as the case may be, for the benefit of any such Lending
Installation. Each Lender and each Issuer may, by
written notice to the Agent and the Borrower in accordance with Article XIII, designate
replacement or additional Lending Installations through which Loans will be made by it or Facility
LCs will be issued by it and for whose account Loan payments or payments with respect to Facility
LCs are to be made.



     2.18 Non-Receipt of Funds by the Agent. Unless the Borrower or a Lender, as the case
may be, notifies the Agent prior to the time and date on which it is scheduled to make payment to
the Agent of (a) in the case of a Lender, the proceeds of a Loan or (b) in the case of the
Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders,
that it does not intend to make such payment, the Agent may assume that such payment has been made.
The Agent may, but shall not be obligated to, make the amount of such payment available to the
intended recipient in reliance upon such assumption. If such Lender or the Borrower, as the case
may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on
demand by the Agent, repay to the Agent the amount so made available together with interest thereon
in respect of each day during the period commencing on the date such amount was so made available
by the Agent until the date the Agent recovers such amount at a rate per annum equal to (x) in the
case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days
and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by
the Borrower, the interest rate applicable to the relevant Loan.



     2.19 Facility LCs.




     2.19.1 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.



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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 and the
applicable Issuer LC Agreement, if any, 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 Facility Termination Date upon the request of the
Borrower; subject to the conditions that, immediately after each such Facility LC is issued
or Modified and 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, (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 Loan Commitment, (ii) the aggregate Dollar Amount of
outstanding LC Obligations shall not exceed the Aggregate Facility LC Commitment and (iii)
the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment. No
Facility LC issued on or after the Effective Date shall have an expiry date later than the
fifth Business Day prior to the Facility Termination Date.




     2.19.2 Participations. Immediately upon the issuance or Modification by an
Issuer of a Facility LC in accordance with this Section 2.19, such Issuer shall be
deemed, without further action by any party hereto, to have unconditionally and irrevocably
sold to each Lender, and each Lender shall be deemed, without further action by any party
hereto, to have unconditionally and irrevocably purchased from such Issuer, an undivided
interest and participation in such Facility LC (and each Modification thereof and the
related LC Obligations in proportion to its Pro Rata Share), the Obligations of the Borrower
in respect thereof, and the liability of such Issuer thereunder, in an amount equal to such
Lender’s Pro Rata Share of the full amount of such Facility LC.




     2.19.3 Notice. Subject to Section 2.19.1, the Borrower shall give the
applicable Issuer and the Agent, notice prior to 10:00 a.m. New York, New York time at least
five Business Days
prior to the proposed date of issuance or Modification of each Facility LC, specifying
the beneficiary, the proposed date of issuance (or Modification) and the expiry date of such
Facility LC, and describing the proposed terms of such Facility LC and the nature of the
transactions proposed to be supported thereby. Upon receipt of such notice, such Issuer
shall promptly notify the Agent, and the Agent shall promptly notify each Lender, of the
contents thereof and of the amount of such Lender’s participation in such proposed Facility
LC. The issuance or Modification by such Issuer of any Facility LC shall, in addition to
the conditions precedent set forth in Article IV (the satisfaction of which such
Issuer shall have no duty to ascertain), be subject to the conditions precedent that such
Facility LC shall be satisfactory to such Issuer and that the Borrower shall have executed
and delivered such application agreement and/or such other instruments and agreements
relating to such Facility LC as such Issuer shall have reasonably requested (each, a
“Facility LC Application”). In the event of any conflict between the terms of this
Agreement and the terms of any Facility LC Application, the terms of this Agreement shall
control.




     2.19.4 LC Fees. The Borrower shall pay to the Agent, for the account of the
Lenders ratably in accordance with their respective Pro Rata Shares, a fee on the amount of
each Facility LC available for drawing at a per annum rate equal to the Applicable LC Fee
Rate, such fee to be payable in quarterly arrears to the Agent for the ratable benefit of
the Lenders (including each Issuer), plus (without duplication of the fees provided for in
connection with the Fronting Fee (as defined below)), documentation and processing charges
and other standard costs of issuance (such fee an “LC Fee”). The Borrower shall
also pay to each Issuer for its own account (a) quarterly in arrears, a fronting fee (the
“Fronting Fee”) at a rate per annum equal to .125% per annum (or as otherwise agreed
in the applicable Issuer LC Agreement, if any) on the amount of each Facility LC



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issued by
such Issuer available for drawing, and (b) documentary and processing charges in connection
with the issuance or Modification of and draws under Facility LCs in accordance with such
Issuer’s standard schedule for such charges as in effect from time to time with respect to
the issuance, amendment, cancellation, negotiation or transfer of each Letter of Credit and
each drawing made thereunder. For purposes of calculating the LC Fee and Fronting Fees
hereunder, the face amount of each Facility LC made in an Agreed Currency other than Dollars
shall be at any time the Dollar Amount of such Facility LC as determined on the most recent
Computation Date with respect to such Facility LC.




     2.19.5 Administration, Reimbursement by Lenders. Upon receipt from the
beneficiary of any Facility LC of any demand for payment under such Facility LC, the
applicable Issuer shall notify the Agent and the Agent shall promptly notify the Borrower
and each other Lender as to the amount to be paid by such Issuer as a result of such demand
and the proposed payment date (the “LC Payment Date”). The responsibility of each
Issuer to the Borrower and each Lender shall be only to determine that the documents
(including each demand for payment) delivered under each Facility LC issued by such Issuer
in connection with such presentment shall be in conformity in all material respects with
such Facility LC. Each Issuer shall endeavor to exercise the same care in the issuance and
administration of the Facility LCs issued by it as it does with respect to letters of credit
in which no participations are granted, it being understood that in the absence of any gross
negligence or willful misconduct by such Issuer, each Lender shall be unconditionally and
irrevocably liable without regard to the occurrence of any Default or any condition
precedent whatsoever, to reimburse such Issuer on demand for (a) such Lender’s Pro Rata
Share of the Dollar Amount of each payment made by such Issuer under each Facility LC (such
Dollar Amount to be determined at the time of such payment by such Issuer) to the extent
such amount is not reimbursed by the Borrower pursuant to Section 2.19.6 below,
plus (b) interest on the foregoing amount to be reimbursed by such Lender, for each
day from the date of such Issuer’s demand for such reimbursement (or, if such demand is made
after 10:00 a.m. New York,
New York time on such date, from the next succeeding Business Day) to the date on which
such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to
the Federal Funds Effective Rate for the first three days and, thereafter, at a rate of
interest equal to the rate applicable to Floating Rate Advances.




     2.19.6 Reimbursement by Borrower. The Borrower shall be irrevocably and
unconditionally obligated to reimburse each Issuer on or before the applicable LC Payment
Date for the Dollar Amount to be paid by such Issuer upon any drawing under any Facility LC
such Dollar Amount to be determined at the time of such payment by such Issuer, without
presentment, demand, protest or other formalities of any kind, in the currency in which such
Facility LC was issued; provided that neither the Borrower nor any Lender shall hereby be
precluded from asserting any claim for direct (but not consequential) damages suffered by
the Borrower or such Lender to the extent, but only to the extent, caused by (a) the willful
misconduct or gross negligence of such Issuer in determining whether a request presented
under any Facility LC issued by it complied with the terms of such Facility LC or (b) such
Issuer’s failure to pay under any Facility LC issued by it after the presentation to it of a
request strictly complying with the terms and conditions of such Facility LC. All
outstanding Reimbursement Obligations not paid in full on the applicable LC Payment Date
shall bear interest, payable on demand, for each day until paid at a rate per annum equal to
the sum of 2% plus the rate applicable to Floating Rate Advances for such day. Each Issuer
will pay to each Lender ratably in accordance with its Pro Rata Share the Dollar Amount of
all amounts received by it from the Borrower for application in payment, in whole or in
part, of the Reimbursement Obligation in respect of any Facility LC issued by such Issuer,
but only to the extent such Lender has made payment to such Issuer in respect of such
Facility LC pursuant to Section 2.19.5. Subject to the terms and conditions of this
Agreement (including without



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limitation the submission of a Borrowing Notice in compliance
with Section 2.8 and the satisfaction of the applicable conditions precedent set
forth in Article IV), the Borrower may request an Advance hereunder for the purpose
of satisfying any Reimbursement Obligation.




     2.19.7 Obligations Absolute. The Borrower’s obligations under this Section
2.19 shall be absolute and unconditional under any and all circumstances and
irrespective of any setoff, counterclaim or defense to payment that the Borrower may have or
have had against any Issuer, any Lender or any beneficiary of a Facility LC. The Borrower
further agrees with each Issuer and each Lender that the Issuers and the Lenders shall not
be responsible for, and the Borrower’s Reimbursement Obligation in respect of any Facility
LC shall not be affected by, among other things, the validity or genuineness of documents or
of any endorsements thereon, even if such documents should in fact prove to be in any or all
respects invalid, fraudulent or forged, or any dispute between or among the Borrower, any of
its Affiliates, the beneficiary of any Facility LC or any financing institution or other
party to whom any Facility LC may be transferred or any claims or defenses whatsoever of the
Borrower or of any of its Affiliates against the beneficiary of any Facility LC or any such
transferee. No Issuer shall be liable for any error, omission, interruption or delay in
transmission, dispatch or delivery of any message or advice, however transmitted, in
connection with any Facility LC. The Borrower agrees that any action taken or omitted by
any Issuer or any Lender under or in connection with each Facility LC and the related drafts
and documents, if done without gross negligence or willful misconduct, shall be binding upon
the Borrower and shall not put any Issuer or any Lender under any liability to the Borrower.
Nothing in this Section 2.19.7 is intended to limit the right of the Borrower to
make a claim against any Issuer for damages as contemplated by the proviso to the first
sentence of Section 2.19.6.




     2.19.8 Actions of Issuer. Each Issuer shall be entitled to rely, and shall be
fully protected in relying, upon any Facility LC, draft, writing, resolution, notice,
consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype
message, statement, order or other document believed by it to be genuine and correct and to
have been signed, sent or made by the proper Person or Persons, and upon advice and
statements of legal counsel, independent accountants and other experts selected by such
Issuer. Each Issuer shall be fully justified in failing or refusing to take any action
under this Agreement unless it shall first have received such advice or concurrence of the
Required Lenders as it reasonably deems appropriate or it shall first be indemnified to its
reasonable satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action.
Notwithstanding any other provision of this Section 2.19, each Issuer shall in all
cases be fully protected in acting, or in refraining from acting, under this Agreement in
accordance with a request of the Required Lenders, and such request and any action taken or
failure to act pursuant thereto shall be binding upon the Lenders and any future holders of
a participation in any Facility LC.




     2.19.9 Indemnification. The Borrower hereby agrees to indemnify and hold
harmless each Lender, each Issuer and the Agent, and their respective directors, officers,
agents and employees from and against any and all claims and damages, losses, liabilities,
costs or expenses which such Lender, such Issuer or the Agent may incur (or which may be
claimed against such Lender, such Issuer or the Agent by any Person whatsoever) by reason of
or in connection with the issuance, execution and delivery or transfer of or payment or
failure to pay under any Facility LC or any actual or proposed use of any Facility LC,
including, without limitation, any claims, damages, losses, liabilities, costs or expenses
which such Issuer may incur by reason of or in connection with (a) the failure of any other
Lender to fulfill or comply with its obligations to such Issuer hereunder (but nothing
herein contained shall affect any rights the Borrower may have against any Defaulting
Lender) or (b) by reason of or on account of such Issuer issuing any Facility LC which
specifies that the term “Beneficiary” included therein includes any successor by
operation of law of the



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named Beneficiary, but which Facility LC does not require that any
drawing by any such successor Beneficiary be accompanied by a copy of a legal document,
satisfactory to such Issuer, evidencing the appointment of such successor Beneficiary,
provided that the Borrower shall not be required to indemnify any Lender, any Issuer or the
Agent for any claims, damages, losses, liabilities, costs or expenses to the extent, but
only to the extent, caused by (i) the willful misconduct or gross negligence of any Issuer
or (ii) any Issuer’s failure to pay under any Facility LC after the presentation to it of a
request strictly complying with the terms and conditions of such Facility LC. Nothing in
this Section 2.19.9 is intended to limit the obligations of the Borrower under any
other provision of this Agreement.




     2.19.10 Lenders’ Indemnification. Each Lender shall, ratably in accordance
with its Pro Rata Share (determined at the time such indemnity is sought), indemnify each
Issuer, its affiliates and their respective directors, officers, agents and employees (to
the extent not reimbursed by the Borrower) against any cost, expense (including reasonable
counsel fees and disbursements), claim, demand, action, loss or liability (except such as
result from such indemnitees’ gross negligence or willful misconduct or such Issuer’s
failure to pay under any Facility LC after the presentation to it of a request strictly
complying with the terms and conditions of the Facility LC) that such indemnitees may suffer
or incur in connection with this Section 2.19 or any action taken or omitted by such
indemnitees hereunder.




     2.19.11 Facility LC Collateral Account. The Borrower agrees that it will, upon
the request of the Agent or the Required Lenders and until the final expiration date of any
Facility LC and thereafter as long as any amount is payable to any Issuer or the Lenders in
respect of any
Facility LC, maintain a special interest bearing collateral account pursuant to
arrangements satisfactory to the Agent (the “Facility LC Collateral Account”) at the
Agent’s office at the address specified pursuant to Article III, in the name of the
Borrower but under the sole dominion and control of the Agent, for the benefit of the
Lenders and in which such Borrower shall have no interest other than as set forth in
Section 8.1. The Borrower hereby pledges, assigns and grants to the Agent, on
behalf of and for the ratable benefit of the Lenders and the Issuers, a security interest in
all of the Borrower’s right, title and interest in and to all funds which may from time to
time be on deposit in the Facility LC Collateral Account to secure the prompt and complete
payment and performance of the Obligations. Nothing in this Section 2.19.11 shall
either obligate the Agent to require the Borrower to deposit any funds in the Facility LC
Collateral Account or limit the right of the Agent to release any funds held in the Facility
LC Collateral Account in each case other than as required by Section 8.1.




     2.19.12 Rights as a Lender. In its capacity as a Lender, an Issuer shall have
the same rights and obligations as any other Lender.




     2.19.13 Agreed Currency Provisions. The Agent will determine the Dollar Amount
of the LC Obligations as of (a) the date five Business Days prior to the proposed date of
issuance or Modification and (b) on and as of the last Business Day of each fiscal quarter
of the Borrower and on any other Business Day at the Agent’s reasonable discretion or upon
instruction by the Required Lenders. Each day upon or as of which the Agent determines
Dollar Amounts as described in the preceding clauses (a) and (b) is herein described as a
“Computation Date”. If at any time the Dollar Amount of the sum of the aggregate principal
amount of all outstanding LC Obligations (calculated, with respect to those LC Obligations
denominated in Agreed Currencies other than Dollars, as of the most recent Computation Date)
exceeds the Aggregate Facility LC Commitment at any time, the Borrower shall immediately
make deposits to the Facility LC Collateral Account to the extent of the Collateral
Shortfall Amount.



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     2.20 Replacement of Lender. If (a) the Borrower is required pursuant to Section 3.1,
Section 3.2 or Section 3.5 to make any additional payment to any Lender, (b) any Lender’s
obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances
shall be suspended pursuant to Section 3.3 or (c) any Lender shall become a Defaulting Lender (any
Lender so affected or becoming a Defaulting Lender, an “Affected Lender”), the Borrower may elect,
with the consent of the Issuers and the Swing Line Lender (each consent not to be unreasonably
withheld), if such amounts continue to be charged, such suspension is still effective or such
Lender continues to be a Defaulting Lender, to replace such Affected Lender as a Lender party to
this Agreement, provided that no Default or Unmatured Default shall have occurred and be continuing
at the time of such replacement, and provided further that, concurrently with such replacement, (a)
another bank or other entity which is reasonably satisfactory to the Borrower and the Agent shall
agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected
Lender pursuant to an assignment substantially in the form of Exhibit 12.3.1 and to become a Lender
for all purposes under this Agreement and to assume all obligations of the Affected Lender which as
to the Affected Lender shall be terminated as of such date and to comply with the requirements of
Section 12.3 applicable to assignments, and (b) the Borrower shall pay to such Affected Lender in
same day funds on the day of such replacement all interest, fees and other amounts then accrued but
unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination,
including without limitation payments due to such Affected Lender under Section 3.1, Section 3.2
and Section 3.5.



     2.21 Increase of the Commitments.




     (a) The amount of the Aggregate Facility LC Commitment, Aggregate Revolving Loan
Commitment and Aggregate Commitment may be increased up to an amount (immediately after
giving effect to such increase) not to exceed the difference of (x) $1,950,000,000
minus (y) the Aggregate Facility LC Commitment on the Effective Date minus
(z) the aggregate amount of all outstanding Supplemental Indebtedness 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 Agent
(which acceptance will not be unreasonably withheld), to assume Facility LC Commitments,
Revolving Loan Commitments and 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 Agent by the Borrower and such Assuming
Lender of documentation satisfactory to the 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, Revolving
Loan Commitment and 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, Revolving Loan Commitment and Commitment held by
such Assuming Lender immediately prior to such designation) and (y) the participations in
outstanding Facility LCs and Reimbursement Obligations shall thereupon automatically and
without further action be re-allocated all to the extent necessary such that the
participations in such Facility LCs 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.



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



     2.22 Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if
any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as
such Lender is a Defaulting Lender:




     (a) fees shall cease to accrue on the unfunded portion of the Commitment of such
Defaulting Lender pursuant to Sections 2.5 and 2.19.4, or as otherwise
accruing under this Agreement;




     (b) the Commitment and Outstanding Credit Exposure of such Defaulting Lender shall not
be included in determining whether the Required Lenders have taken or may take any action
hereunder (including any consent to any amendment, waiver or other modification pursuant to
Section 8.2), provided that any waiver, amendment or modification requiring the consent of
all Lenders or each affected Lender (x) pursuant to Section 8.2(a)(i), (ii) or (iv) or (y)
which affects such Defaulting Lender differently than other Lenders, shall require the
consent of such Defaulting Lender;




     (c) if any Outstanding Credit Exposure exists at the time such Lender becomes a
Defaulting Lender then:




     (i) all or any part of such Lender’s Outstanding Credit Exposure in respect of
LC Obligations and Swing Line Loans shall be reallocated among the non-Defaulting
Lenders in accordance with their respective Pro Rata Shares but only to the extent
that (x) the sum of all non-Defaulting Lenders’ Outstanding Credit Exposure (after
giving effect to such reallocation) does not exceed the total of all non-Defaulting
Lenders’ Commitments, (y) each non-Defaulting Lender’s Outstanding Credit Exposure
(after giving effect to such reallocation) does not exceed such non-Defaulting
Lender’s Commitment and (z) the conditions set forth in Section 4.2 are satisfied at
such time; and




     (ii) if the reallocation described in clause (i) above cannot, or can only
partially, be effected, the Borrower shall within one (1) Business Day following
notice by the Agent (x) first, prepay any Outstanding Credit Exposure in respect of
Swing Line Loans and (y) second, cash collateralize such Defaulting Lender’s
Outstanding Credit Exposure in respect of LC Obligations, if any, (after giving
effect to any partial reallocation pursuant to clause (i) above) in accordance with
the procedures set forth in Section 8.1(a) for so long as such Defaulting Lender’s
Outstanding Credit Exposure in respect of LC Obligations is outstanding;




     (iii) if the Borrower cash collateralizes any portion of such Defaulting
Lender’s Outstanding Credit Exposure in respect of LC Obligations pursuant to
Section 2.22(c)(ii), the Borrower shall not be required to pay any fees to such
Defaulting Lender pursuant to Section 2.19.4 with respect to such cash
collateralized Outstanding Credit Exposure so long as such Outstanding Credit
Exposure is cash collateralized;




     (iv) if the Outstanding Credit Exposure in respect of LC Obligations and Swing
Line Loans of the non-Defaulting Lenders is reallocated pursuant to Section
2.22(c)(i), then the fees payable to the Lenders pursuant to Section 2.5
and
Section 2.19.4 shall be adjusted in accordance with such non-Defaulting
Lenders’ Pro Rata Share; and



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     (v) if all or any portion of such Defaulting Lender’s Outstanding Credit
Exposure in respect of LC Obligations and Swing Line Loans is neither cash
collateralized nor reallocated pursuant to Section 2.22(c)(i) or (ii), then, without
prejudice to any rights or remedies of any Issuer or Lender hereunder, all
commitment fees that otherwise would have been payable to such Defaulting Lender
(solely with respect to the portion of such Defaulting Lender’s Commitment that was
utilized by such Outstanding Credit Exposure in respect of LC Obligations and Swing
Line Loans, if any,) and LC Fees payable under Section 2.19.4 with respect
to such Defaulting Lender’s Outstanding Credit Exposure in respect of LC Obligations
and Swing Line Loans, if any, shall be payable to such Issuer until such Outstanding
Credit Exposure is cash collateralized and/or reallocated;




     (d) so long as such Lender is a Defaulting Lender, the Swing Line Lender shall not be
required to fund any Swing Line Loan and no Issuer shall be required to issue, amend or
increase any Facility LC, unless it is satisfied that the related exposure and the
Defaulting Lender’s Outstanding Credit Exposure in respect of LC Obligations at such time
will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral
will be provided by the Borrower in accordance with Section 2.22(c)(ii), and participating
interests in any such newly issued or increased Facility LC or newly made Swing Line Loan
shall be allocated among the non-Defaulting Lenders in a manner consistent with Section
2.22(c)(i) (and such Defaulting Lender shall not participate therein); and




     (e) The Borrower shall not be required to (i) reimburse any Defaulting Lender pursuant
to Section 9.6(a) or otherwise for any costs, charges or expenses paid or incurred
by such Lender in connection with any dispute over or with respect to such Lender’s status
as a Defaulting Lender or (ii) indemnify any Defaulting Lender pursuant to Section
2.19.9 or Section 9.6(b) to the extent that such indemnification obligation
relates to such Lender’s status as a Defaulting Lender.


If (i) a Bankruptcy Event with respect to a Lender Parent shall occur following the date hereof and
for so long as such event shall continue or (ii) the Swing Line Lender or any Issuer has a good
faith belief that any Lender has defaulted in fulfilling its obligations under one or more other
agreements in which such Lender commits to extend credit, the Swing Line Lender shall not be
required to fund any Swing Line Loan and no Issuer shall be required to issue, amend or increase
any Facility LC, unless the Swing Line Lender or any Issuer, as the case may be, shall have entered
into arrangements with the Borrower or such Lender, satisfactory to the Swing Line Lender or the
relevant Issuer, as the case may be, to defease any risk to it in respect of such Lender hereunder.


In the event that the Agent, the Borrower, the Issuers and the Swing Line Lender each agrees that a
Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting
Lender, then (x) the Outstanding Credit Exposure of the Lenders in respect of LC Obligations and
Swing Line Loans shall be readjusted to reflect the inclusion of such Lender’s Commitment and on
such date such Lender shall purchase at par such of the Loans of the other Lenders (other than
Swing Line Loans) as the Agent shall determine may be necessary in order for such Lender to hold
such Loans in accordance with its Pro Rata Share, (y) all cash collateral provided by the Borrower
under Section 2.22(c)(ii) shall be returned to it and (z) the Borrower shall no longer be
required to provide cash collateral under Section 2.22(c)(ii) unless and until the
circumstances described therein requiring such cash collateral thereafter occur.



ARTICLE III




YIELD PROTECTION; TAXES




     3.1 Yield Protection.



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     (a) If any law or any governmental or quasi-governmental rule, regulation, policy,
guideline or directive (whether or not having the force of law), or any interpretation or
administration thereof by any governmental or quasi-governmental authority, central bank or
comparable agency charged with the interpretation or administration thereof, or compliance
by any Lender or applicable Lending Installation with any request or directive (whether or
not having the force of law) of any such authority, central bank or comparable agency:




     (i) subjects any Lender or any applicable Lending Installation or any Issuer to
any Taxes, or changes the basis of taxation of payments (other than with respect to
Excluded Taxes) to any Lender or any Issuer in respect of its Eurodollar Loans,
Facility LCs or participations therein, or




     (ii) imposes or increases or deems applicable any reserve, assessment,
insurance charge, special deposit or similar requirement against assets of, deposits
with or for the account of, or credit extended by, any Lender or any applicable
Lending Installation or any Issuer (other than reserves and assessments taken into
account in determining the interest rate applicable to Eurodollar Advances), or



     (iii) imposes any other condition the result of which is to increase the cost
to any Lender or any applicable Lending Installation or any Issuer of making,
funding or maintaining its Eurodollar Loans, or of issuing or participating in
Facility LCs, or reduces any amount receivable by any Lender or any applicable
Lending Installation or any Issuer in connection with its Eurodollar Loans, Facility
LCs or participations therein, or requires any Lender or any applicable Lending
Installation or any Issuer to make any payment calculated by reference to the amount
of Eurodollar Loans, Facility LCs or participations therein held or interest or LC
Fees received by it, by an amount deemed material by such Lender or any Issuer as
the case may be,


and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending
Installation or such Issuer, as the case may be, of making or maintaining its Eurodollar Loans,
Commitment, or of issuing or participating in Facility LCs or to reduce the return received by such
Lender or applicable Lending Installation or such Issuer, as the case may be, in connection with
such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 30 days of
demand by such Lender or such Issuer, as the case may be, the Borrower shall pay such Lender or
such Issuer, as the case may be, such additional amount or amounts as will compensate such Lender
or such Issuer, as the case may be, for such increased cost or reduction in amount received. A
Lender claiming compensation under this section shall notify the Borrower in writing of such claim,
and shall only be entitled to compensation under this Section 3.1 for increased costs
occurring (A) from and after the date of such notice until the events giving rise to such claim
have ceased to exist, and (B) during the one hundred twenty (120) day period preceding the date the
Borrower receives notice from Agent or such Lender setting forth the described claim for
compensation.




     (b) Borrower may, if obligated to make a payment under this Section 3.1,
require the Lender(s) collecting such payment to (i) to the extent reasonably possible,
change its Lending Installation to a different location so as to minimize such payment
obligation, so long as such designation would not, in the judgment of such Lender, result in
an increase in costs to such Lender or would otherwise be disadvantageous to such Lender, or
(ii) sell its interests herein to a Lender or other Person reasonably satisfactory to Agent
in accordance with Section 12.3.



     3.2 Changes in Capital Adequacy Regulations.



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     (a) If a Lender or an Issuer determines the amount of capital required or expected to
be maintained by such Lender or such Issuer, any Lending Installation of such Lender or such
Issuer, or any corporation controlling such Lender or such Issuer is increased as a result
of a Change, then, within 30 days of demand by such Lender or such Issuer, the Borrower
shall pay such Lender or such Issuer the amount necessary to compensate for any shortfall in
the rate of return on the portion of such increased capital which such Lender or such Issuer
determines is attributable to this Agreement, its Outstanding Credit Exposure or its
Commitment to make Loans and issue or participate in Facility LCs, as the case may be,
hereunder (after taking into account such Lender’s or such Issuer’s policies as to capital
adequacy). “Change” means (i) any change after the Effective Date in the Risk-Based
Capital Guidelines or (ii) any adoption of or change in any other law, governmental or
quasi-governmental rule, regulation, policy, guideline, interpretation, or directive
(whether or not having the force of law) after the Effective Date which affects the amount
of capital required or expected to be maintained by any Lender or any Issuer or any Lending
Installation or any corporation controlling any Lender or any Issuer; provided
however, that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall
Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements
and directives thereunder, issued in connection therewith or in implementation thereof, and
(y) all requests, rules, guidelines, requirements and directives promulgated by the Bank for
International
Settlements, the Basel Committee on Banking Supervision (or any successor or similar
authority) or the United States or foreign regulatory authorities, in each case pursuant to
Basel III, shall in each case be deemed to be a “Change” regardless of the date enacted,
adopted, issued or implemented. “Risk-Based Capital Guidelines” means (i) the
risk-based capital guidelines of any court, central bank, regulator or other governmental
authority that are in effect in the United States on the Effective Date, including
transition rules, and (ii) the corresponding capital regulations promulgated by regulatory
authorities outside the United States. A Lender claiming compensation under this section
shall notify the Borrower in writing of such claim, and shall only be entitled to
compensation under this Section 3.2 for increased costs as a result of a Change
occurring (A) from and after the date of such notice until the events giving rise to such
claim have ceased to exist, and (B) during the one hundred twenty (120) day period preceding
the date the Borrower receives notice from Agent or such Lender setting forth the described
claim for compensation resulting from such Change.




     (b) Borrower may, if obligated to make a payment under this Section 3.2,
require the Lender(s) collecting such payment to (i) to the extent reasonably possible,
change its Lending Installation to a different location so as to minimize such payment
obligation, so long as such designation is not, in the judgment of such Lender,
disadvantageous to such Lender, or (ii) sell its interests herein to a Lender or other
Person reasonably satisfactory to Agent in accordance with Section 12.3.



     3.3 Availability of Types of Advances. If any Lender determines that maintenance of
its Eurodollar Loans at a suitable Lending Installation would violate any applicable law, rule,
regulation, or directive, whether or not having the force of law, or if the Required Lenders
determine before the commencement of any Interest Period for Eurodollar Advances to be made or
continued by them or converted from Floating Rate Advances held by them that (a) deposits of a type
and maturity appropriate to match fund such Eurodollar Advances are not available or (b) the
interest rate applicable to such Eurodollar Advances does not accurately reflect the cost of making
or maintaining such Eurodollar Advances, then, for so long as such circumstances continue, the
Agent shall suspend the availability of Eurodollar Advances for such Interest Period and require
any affected outstanding Eurodollar Advances to be converted to Floating Rate Advances on the last
days of the respective Interest Periods for such affected outstanding Eurodollar Advances.



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     3.4 Funding Indemnification. If (i) any payment, conversion or (pursuant to Section
2.20) assignment of a Eurodollar Advance occurs on a date which is not the last day of the
applicable Interest Period, whether because of acceleration, prepayment or otherwise or (ii) any
Loan is not made, prepaid or continued on the date specified by the Borrower for any reason other
than default by the Lenders, then the Borrower will indemnify each Lender for any loss or cost
incurred by it resulting therefrom, including, without limitation, any loss or cost in liquidating
or employing deposits acquired to fund or maintain such Eurodollar Advance.



     3.5 Taxes.




     (a) All payments by the Borrower to or for the account of any Lender, any Issuer or the
Agent hereunder or under any Note or Facility LC Application shall be made free and clear of
and without deduction for any and all Taxes. If the Borrower shall be required by law to
deduct any Taxes from or in respect of any sum payable hereunder to any Lender, any Issuer
or the Agent, (i) the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable under this
Section 3.5) such Lender, any Issuer or the Agent (as the case may be) receives an
amount equal to the sum it would have received had no such deductions been made, (ii) the
Borrower shall make such
deductions, (iii) the Borrower shall pay the full amount deducted to the relevant
authority in accordance with applicable law and (iv) the Borrower shall furnish to the Agent
the original copy of a receipt evidencing payment thereof within 30 days after such payment
is made.




     (b) In addition, the Borrower hereby agrees to pay any present or future stamp or
documentary taxes and any other excise or property taxes, charges or similar levies which
arise from any payment made hereunder or under any Note or Facility LC Application or from
the execution or delivery of, or otherwise with respect to, this Agreement or any Note or
Facility LC Application (“Other Taxes”).




     (c) The Borrower hereby agrees to indemnify the Agent, each Issuer and each Lender for
the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other
Taxes imposed on amounts payable under this Section 3.5) paid by the Agent, each
Issuer or such Lender and any liability (including penalties, interest and expenses) arising
therefrom or with respect thereto. Payments due under this indemnification shall be made
within 30 days of the date the Agent or such Lender makes demand therefor pursuant to
Section 3.6.




     (d) Each Lender that is not incorporated under the laws of the United States of America
or a state thereof (each, a “Non-U.S. Lender”) agrees that it will, not less than
ten Business Days after the date it becomes a Lender, (i) deliver to each of the Borrower
and the Agent two duly completed copies of United States Internal Revenue Service Form
W-8BEN or W-8ECI or replacement or successor forms as the case may be, certifying in either
case that such Lender is entitled to receive payments under this Agreement without deduction
or withholding of any United States federal income taxes, and (ii) deliver to each of the
Borrower and the Agent a United States Internal Revenue Form W-8 when it becomes a Lender,
as the case may be, and certify that it is entitled to an exemption from United States
backup withholding tax. Each Non-U.S. Lender further undertakes to deliver to each of the
Borrower and the Agent (A) renewals or additional copies of such form (or any successor
form) on or before the date that such form expires or becomes obsolete, and (B) after the
occurrence of any event requiring a change in the most recent forms so delivered by it, such
additional forms or amendments thereto as may be reasonably requested by the Borrower or the
Agent. All forms or amendments described in the preceding sentence shall certify that such
Lender is entitled to receive payments under this Agreement without deduction or withholding
of any United States federal income taxes, unless an event



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(including without limitation any
change in treaty, law or regulation) has occurred prior to the date on which any such
delivery would otherwise be required which renders all such forms inapplicable or which
would prevent such Lender from duly completing and delivering any such form or amendment
with respect to it and such Lender advises the Borrower and the Agent that it is not capable
of receiving payments without any deduction or withholding of United States federal income
tax.




     (e) For any period during which a Non-U.S. Lender has failed to provide the Borrower
with an appropriate form pursuant to Section 3.5(d) above (unless such failure is
due to a change in treaty, law or regulation, or any change in the interpretation or
administration thereof by any governmental authority, occurring subsequent to the date on
which a form originally was required to be provided), such Non-U.S. Lender shall not be
entitled to indemnification under this Section 3.5 with respect to Taxes imposed by
the United States; provided that, should a Non-U.S. Lender which is otherwise exempt from or
subject to a reduced rate of withholding tax become subject to Taxes because of its failure
to deliver a form required under Section 3.5(d) above, the Borrower shall take such
steps as such Non-U.S. Lender shall reasonably request to assist such Non-U.S. Lender to
recover such Taxes.




     (f) Any Lender that is entitled to an exemption from or reduction of withholding tax
with respect to payments under this Agreement or any Note pursuant to the law of any
relevant jurisdiction or any treaty shall deliver to the Borrower (with a copy to the
Agent), at the time or times prescribed by applicable law, such properly completed and
executed documentation prescribed by applicable law as will permit such payments to be made
without withholding or at a reduced rate.




     (g) If the U.S. Internal Revenue Service or any other governmental authority of the
United States or any other country or any political subdivision thereof asserts a claim that
the Agent did not properly withhold tax from amounts paid to or for the account of any
Lender (because the appropriate form was not delivered or properly completed, because such
Lender failed to notify the Agent of a change in circumstances which rendered its exemption
from withholding ineffective, or for any other reason), such Lender shall indemnify the
Agent fully for all amounts paid, directly or indirectly, by the Agent as tax, withholding
therefor, or otherwise, including penalties and interest, and including taxes imposed by any
jurisdiction on amounts payable to the Agent under this subsection, together with all costs
and expenses related thereto (including attorneys fees and time charges of attorneys for the
Agent, which attorneys may be employees of the Agent). The obligations of the Lenders under
this Section 3.5(g) shall survive the payment of the Obligations and termination of
this Agreement.




     (h) In the event that Borrower reimburses any Lender or the Agent for any Taxes or pays
any Taxes on any Lender’s or the Agent’s behalf pursuant to this Section 3.5 and
such Lender or Agent thereafter receives any refund or credit of such Taxes, such Lender or
Agent shall promptly pay Borrower the amount, as determined by such Lender in good faith, of
any such refund or credit that was actually received by such Lender as a consequence of such
refund; provided that the Lender shall not be required to make available its tax returns or
any other information relating to its taxes that it deems to be confidential.



     3.6 Lender Statements; Survival of Indemnity. To the extent reasonably possible, each
Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to
reduce any liability of the Borrower to such Lender under Section 3.1, Section 3.2 and Section 3.5
or to avoid the unavailability of Eurodollar Advances under Section 3.3, so long as such
designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender
shall deliver a written statement of such



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Lender to the Borrower (with a copy to the Agent) as to
the amount due, if any, under Section 3.1, Section 3.2, Section 3.4 or Section 3.5. Such written
statement shall set forth in reasonable detail the calculations upon which such Lender determined
such amount and shall be presumed correct in the absence of manifest error. Determination of
amounts payable under such Sections in connection with a Eurodollar Loan shall be calculated as
though each Lender funded its Eurodollar Loan through the purchase of a deposit of the type and
maturity corresponding to the deposit used as a reference in determining the Eurodollar Rate
applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided
herein, the amount specified in the written statement of any Lender shall be payable within 10 days
after receipt by the Borrower of such written statement. The obligations of the Borrower under
Section 3.1, Section 3.2, Section 3.4 and Section 3.5 shall survive payment of the Obligations and
termination of this Agreement.



     3.7 Effect of Yield Protection. The provisions of Section 3.1, Section 3.2, Section
3.3, Section 3.4, Section 3.5 and Section 3.6 shall be interpreted in the broadest possible terms
to include any costs, payments or reduced income due to taxes, capital adequacy provisions, reserve
requirements and withholding obligations (a) required by law, governmental or quasi-governmental
rule, regulation, policy, guideline or directive (whether or not having the force of law), or any
interpretation or administration thereof by any governmental or quasi-governmental authority,
central bank or comparable agency
charged with the interpretation or administration thereof, (b) as a result of a Change, or (c)
due to the payment of any sums on a date other than the regularly scheduled date. The Borrower
does hereby indemnify and hold harmless the Agent and each Lender for all such costs and does
hereby agree to pay same or cover the Agent’s or any Lender’s expenses or losses in regard to same.
The Borrower shall pay such sums to the Agent or to any Lender as are necessary to mitigate all
such items. This obligation is in addition to all other Obligations of the Borrower hereunder.



ARTICLE IV




CONDITIONS PRECEDENT




     4.1 Effectiveness. This Agreement shall not be effective until the date that the
following conditions precedent are satisfied:




     (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.




     (ii) The Guaranty.




     (iii) The Subordination Agreement.




     (iv) Copies of the articles or certificate of incorporation or organization, as
applicable, of the Borrower and the Guarantors, together with all amendments,
certified by the appropriate governmental officer in such Person’s jurisdiction of
organization or at Borrower’s option, by an appropriate officer of Borrower or the
relevant Guarantor.




     (v) Copies, certified by an Authorized Officer acceptable to the Agent of the
Borrower and the Guarantors, as applicable, of their respective by-laws, operating
agreement or other management agreement.



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     (vi) Copies, certified by an Authorized Officer acceptable to the Agent of the
Borrower and the Guarantors, as applicable, along with certificates of good standing
and existence, as applicable, of resolutions of their respective boards of directors
or members and of any other body authorizing the execution of the Loan Documents to
which such Person is a party.




     (vii) Incumbency certificates, executed by an Authorized Officer acceptable to
the Agent of the Borrower and the Guarantors, as applicable, which shall identify by
name and title and bear the signatures of the Authorized Officers and any other
officers or managers of the Borrower and the Guarantors authorized to sign the Loan
Documents to which such Person is a party, upon which certificates the Agent and the
Lenders shall be entitled to rely until informed of any change in writing by the
Borrower.




     (viii) 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.




     (ix) Any Notes requested by a Lender pursuant to Section 2.13 payable
to the order of each such requesting Lender.




     (x) Such other documents as any Lender or its counsel may have reasonably
requested.




     (b) Fees and Expenses.




     (i) All reasonable and documented out-of-pocket fees, costs, and expenses of
BNPP and its affiliates (including, without limitation, reasonable legal fees and
expenses of counsel to the Agent) to be paid on the Effective Date shall have been
paid; provided that the Borrower has received an invoice at or before one
Business Day prior to the Effective Date.




     (ii) The Borrower shall have paid to the Agent and BNPPSC, for their respective
accounts, the fees agreed to pursuant to the terms of the Fee Letter, or as
otherwise agreed from time to time.




     (iii) The Borrower shall have paid to the Agent, for respective accounts of
each of the Lenders, the upfront fees set forth in the Confidential Information
Memorandum.



     4.2 Each Credit Extension. In addition to the above, the Lenders shall not be required
to make any Credit Extension unless on the applicable Credit Extension Date:




     (a) There exists no Default or Unmatured Default both before and after giving effect to
such Credit Extension.




     (b) The representations and warranties contained in Article V are true and
correct as of such Credit Extension Date 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.




     (c) Agent has received a Borrowing Notice.



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     4.3 Reaffirmations of Warranties. Each Borrowing Notice or request for issuance of,
extension, renewal or increase in the amount of a Facility LC with respect to each such Credit
Extension shall constitute a representation and warranty by the Borrower that the conditions
contained in Section 4.1 and Section 4.2 have been satisfied.



ARTICLE V




REPRESENTATIONS AND WARRANTIES




     The Borrower for itself and each of its Domestic Subsidiaries represents and warrants to the
Lenders that:



     5.1 Existence and Standing. Each of the Borrower and its Subsidiaries is a
corporation, partnership (in the case of Subsidiaries only) or limited liability company duly and
properly incorporated or organized, as the case may be, validly existing and (to the extent such
concept applies to such entity) in good standing under the laws of its jurisdiction of
incorporation or organization and has all requisite
authority to conduct its business in each jurisdiction in which its business is conducted,
except where the failure to so qualify would not have a Material Adverse Effect.



     5.2 Authorization and Validity. The Borrower and each Guarantor has the requisite
power and authority to execute and deliver the Loan Documents to which it is a party and to perform
its obligations thereunder. The execution and delivery by the Borrower and each Guarantor of the
Loan Documents to which it is a party and the performance of its respective obligations thereunder
have been duly authorized by proper corporate proceedings, and the Loan Documents to which the
Borrower and each Guarantor is a party constitute legal, valid and binding obligations of such
Person enforceable against such Person in accordance with their terms, except as enforceability may
be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights
generally.



     5.3 No Conflict; Government Consent. Neither the execution and delivery by the
Borrower or any Guarantor of any of the Loan Documents to which it is a party, nor the consummation
of the transactions therein contemplated, nor compliance with the provisions thereof will violate
(a) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the
Borrower or any of its Material Subsidiaries, except for such violations or defaults as would not
have a Material Adverse Effect or (b) the Borrower’s or any Subsidiary’s articles or certificate of
incorporation, partnership agreement, certificate of partnership, articles or certificate of
organization, by-laws, or operating or other management agreement, as the case may be, or (c) the
provisions of any indenture, instrument or agreement to which the Borrower or any of its
Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with
or constitute a default thereunder, or result in, or require, the creation or imposition of any
Lien in, of or on the Property of the Borrower or any Subsidiary pursuant to the terms of any such
indenture, instrument or agreement, except for such conflicts, violations or defaults as would not
have a Material Adverse Effect. No order, consent, adjudication, approval, license, authorization,
or validation of, or filing, recording or registration with, or exemption by, or other action in
respect of any governmental or public body or authority, or any subdivision thereof, which has not
been obtained by the Borrower or any of its Domestic Subsidiaries, is required to be obtained by
the Borrower or any of its Subsidiaries in connection with the execution and delivery of the Loan
Documents, the borrowings under this Agreement, the payment and performance by the Borrower of the
Obligations, the performance by any Guarantor of its obligations under its Guaranty or the
legality, validity, binding effect or enforceability of any of the Loan Documents.



     5.4 Financial Statements. (a) The audited consolidated balance sheet of the Borrower
and its Subsidiaries as at August 31, 2010 and the related consolidated statements of income, cash
flow, and retained earnings of the Borrower and its Subsidiaries for the fiscal year then ended,
copies of which have



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been furnished to the Agent, and (b) the consolidated balance sheets of the
Borrower and its Subsidiaries as of and for each fiscal quarter in and the portion of the fiscal
year ending on February 28, 2011 and the related consolidated statements of income, cash flow, and
retained earnings of the Borrower and its Subsidiaries, certified by the chief financial officer of
the Borrower, for each of such fiscal quarters, copies of which have been furnished to the Agent,
were prepared in accordance with Agreement Accounting Principles in effect on the date such
statements were prepared and fairly present, in all material respects, the consolidated financial
condition and operations of the Borrower and its Subsidiaries at such date and the consolidated
results of their operations for the period then ended, subject to year-end audit adjustments and
the absence of footnotes in the case of statements referred to in clause (b) above.



     5.5 Material Adverse Change. Since August 31, 2010, and except for matters disclosed
by the Borrower in writing in filings with the United States Securities and Exchange Commission
between August 31, 2010 and the Effective Date, there has been no change in the business, Property
or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole which
could reasonably be expected to have a Material Adverse Effect.



     5.6 Taxes. The Borrower and each of its Domestic Subsidiaries have filed all United
States federal tax returns and all other tax returns which are required to be filed and have paid
all taxes due pursuant to said returns or pursuant to any assessment received by the Borrower or
any of its Subsidiaries, except (a) such taxes, if any, as are being contested in good faith and as
to which adequate reserves have been provided in accordance with Agreement Accounting Principles
and as to which no Lien exists, and (b) for such failures to file or failures to pay as could not
have a Material Adverse Effect.



     5.7 Litigation and Contingent Obligations. Except as disclosed on Schedule 5.7, there
is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the
knowledge of any of their executive officers, threatened against or affecting the Borrower or any
of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect or which
seeks to prevent, enjoin or delay the making of any Credit Extensions. As of the Effective Date,
except as disclosed on Schedule 5.7, other than any liability incident to any litigation,
arbitration or proceeding which could not reasonably be expected to have a Material Adverse Effect,
the Borrower has no material contingent obligations not provided for or disclosed in the financial
statements referred to in Section 5.4 which should be disclosed under Agreement Accounting
Principles.



     5.8 Subsidiaries. Schedule 5.8 contains an accurate list of all Subsidiaries of the
Borrower as of the Effective Date, setting forth for each Subsidiary (a) such Subsidiary’s
jurisdiction of incorporation or organization, (b) the percentage of such Subsidiary’s Capital
Stock or other ownership interests owned by the Borrower or any other Subsidiary and (c) whether
each of such Subsidiaries is a Material Subsidiary and if such Subsidiary is a Material Subsidiary.
As of the Effective Date, all of the issued and outstanding shares of Capital Stock or other
ownership interests of such Subsidiaries have been (to the extent such concepts are relevant with
respect to such ownership interests) duly authorized and issued and are fully paid and
non-assessable.



     5.9 ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when
taken together with all other such ERISA Events for which liability is reasonably expected to
occur, could reasonably be expected to result in a Material Adverse Effect.



     5.10 Accuracy of Information. The written information furnished by the Borrower or any
of its Subsidiaries to the Agent or to any Lender in connection with the negotiation of, or
compliance with, the Loan Documents (as modified or supplemented by other information so
furnished), taken as a whole, contains no material misstatement of fact or omits to state a
material fact or any fact necessary to make the statements contained therein, in light of the
circumstances under which they were made, not materially



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misleading; provided that, with respect to
projected financial information, the Borrower represents only that such information was prepared in
good faith based upon assumptions believed to be reasonable at the time.



     5.11 Regulation T, U and X. The Loans and other transactions contemplated hereunder
will not violate the provisions of Regulations T, U or X.



     5.12 Material Agreements. Except as disclosed on Schedule 5.12, neither the Borrower
nor any Subsidiary is a party to any loan transaction or guaranty of the Indebtedness of another
Person as of the Effective Date. Neither the Borrower nor any Subsidiary is a party to any
agreement or instrument or subject to any charter or other corporate restriction which could
reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Subsidiary
is in default in the performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in (a) any agreement to which it is a party, which default could reasonably be
expected to have a Material Adverse Effect or (b) any agreement or instrument evidencing or
governing Indebtedness in excess of $20,000,000.



     5.13 Compliance With Laws. The Borrower and its Subsidiaries have complied with all
applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign
government or any instrumentality or agency thereof having jurisdiction over the conduct of their
respective businesses or the ownership of their respective Property except where the failure to so
comply could not have a Material Adverse Effect.



     5.14 Ownership of Properties. Each of the Borrower and its Subsidiaries has good title
to, or valid leasehold interests in, all its real and personal property material to its business,
except for minor defects in title that do not interfere with its ability to conduct its business as
currently conducted or to utilize such properties for their intended purposes.



     5.15 OFAC. Neither the Borrower nor any Subsidiary (i) is a person whose property or
interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order
13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit,
Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) or (ii) is a person on the
list of Specially Designated Nationals and Blocked Persons or subject to the limitations or
prohibitions under any other U.S. Department of Treasury’s Office of Foreign Assets Control
regulation or executive order.



     5.16 Environmental Matters. The noncompliance, if any, of Borrower or any of its
Subsidiaries with Environmental Laws could not reasonably be expected to have a Material Adverse
Effect. Neither the Borrower nor any Subsidiary has received any notice to the effect that its
operations are not in material compliance with any of the requirements of applicable Environmental
Laws or are the subject of any federal or state investigation evaluating whether any remedial
action is needed to respond to a release of any toxic or hazardous waste or substance into the
environment, which non-compliance or remedial action could reasonably be expected to have a
Material Adverse Effect.



     5.17 Investment Company Act. Neither the Borrower nor any Subsidiary is an “investment
company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as
amended.



     5.18 Patriot Act. The Borrower and each Subsidiary is in compliance, in all material
respects, with (i) the Trading with the Enemy Act, as amended, and each of the foreign assets
control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as
amended) and any other enabling legislation or executive order relating thereto, and (ii) the
Uniting And Strengthening America By Providing Appropriate Tools Required To Intercept And Obstruct
Terrorism (USA Patriot Act of 2001). No part of the proceeds of the Loans will be used, directly
or indirectly, for any payments to any governmental official or employee, political party, official
of a political party, candidate for political office,



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or anyone else acting in an official
capacity, in order to obtain, retain or direct business or obtain any improper advantage, in
violation of the United States Foreign Corrupt Practices Act of 1977, as amended.



     5.19 No Default. On the Effective Date, no Default or Unmatured Default will have
occurred or be continuing.



     5.20 Intellectual Property. The Borrower and each of its Subsidiaries has obtained
rights to use all patents, trademarks, service marks, trade names, copyrights, licenses and other
intellectual property rights, except for such rights the failure to obtain any of which would not
reasonably be expected to have a Material Adverse Effect.



ARTICLE VI




COVENANTS




     During the term of this Agreement, unless the Required Lenders shall otherwise consent in
writing:



     6.1 Financial Reporting. The Borrower will furnish to the Agent and the Lenders:




     (a) Within 90 days after the end of each fiscal year of the Borrower (or, if earlier,
by the date that the Annual Report on Form 10-K of the Borrower for such fiscal year would
be required to be filed under the rules and regulations of the SEC, giving effect to any
automatic extension available thereunder for the filing of such form), its audited
consolidated balance sheet and related statements of operations, stockholders’ equity and
cash flows as of the end of and for such year, setting forth in each case in comparative
form the figures for the previous fiscal year, all reported on by KPMG LLP or other
independent public accountants of recognized national standing (without a “going concern” or
like qualification or exception and without any qualification or exception as to the scope
of such audit) to the effect that such consolidated financial statements present fairly in
all material respects the financial condition and results of operations of the Borrower and
its consolidated Subsidiaries on a consolidated basis in accordance with Agreement
Accounting Principles.




     (b) Within 45 days after the close of the first three quarterly periods of each of its
fiscal years, its consolidated unaudited balance sheets and consolidated profit and loss
statement and a statement of cash flows as of the end and for such quarterly period,
together with a certification by its Chief Executive Officer and its Chief Financial Officer
in accordance with the Sarbanes-Oxley Act of 2002 (it being understood and agreed that the
Borrower’s filing of a Form 10-Q with the SEC with respect to a fiscal quarter within the
period specified above shall be deemed to satisfy the Borrower’s obligations under this
Section 6.1(b) with respect to such fiscal quarter).




     (c) As soon as available, but in any event within 90 days after the beginning of each
fiscal year of the Borrower, a copy of a plan and forecast (including a projected
consolidated balance sheet, income statement and cash flow statement) of the Borrower for
such fiscal year and, if requested by the Required Lenders, as soon as available (but in any
event after such request prior to the beginning of third fiscal quarter for such fiscal
year), an updated copy of the plan and forecast (including a projected consolidated balance
sheet, income statement and cash flow statement) of the Borrower for the remaining six
months of such fiscal year.




     (d) Together with the financial statements required under Section 6.1(a) and
Section 6.1(b), a compliance certificate in substantially the form of Exhibit
6.1(d) signed by an



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Authorized Officer of the Borrower showing the calculations
necessary to determine compliance with Section 6.21 and stating that no Default or
Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature
and status thereof.




     (e) As soon as possible and in any event within 10 days after the Borrower knows that
any Reportable Event has occurred with respect to any Single Employer Plan that has resulted
in, or could reasonably be expected to result in, a Material Adverse Effect, a statement,
signed by an Authorized Officer of the Borrower, describing said Reportable Event and the
action which the Borrower proposes to take with respect thereto.




     (f) As soon as possible and in any event within 10 days after receipt by the Borrower,
a copy of (i) any notice or claim to the effect that the Borrower or any of its Subsidiaries
is or could reasonably be expected to be liable to any Person as a result of the release by
the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste
or substance into the environment, and (ii) any notice alleging any violation of any
federal, state or local environmental, health or safety law or regulation by the Borrower or
any of its Subsidiaries, which in the case of clause (i) or clause (ii) could reasonably be
expected to have a Material Adverse Effect.




     (g) Promptly upon the furnishing thereof to the shareholders of the Borrower, copies of
all financial statements, reports and proxy statements so furnished (it being understood and
agreed that the Borrower’s filing of such financial statements, reports and proxy statements
with the SEC shall be deemed to satisfy the Borrower’s obligations under this Section 6.1(g)
with respect thereto).




     (h) Promptly upon the filing thereof, copies of all registration statements and annual,
quarterly, monthly or other regular reports, except for those filed on Form S-8, which the
Borrower or any of its Subsidiaries files with the SEC.




     (i) Together with the financial statements required under Section 6.1(a) and
Section 6.1(b), a Backlog Report, in substantially the form of Exhibit
6.1(i) and signed by an Authorized Officer of the Borrower.




     (j) Such other information (including non-financial information) as the Agent or any
Lender may from time to time reasonably request.


Documents required to be delivered pursuant to clauses (a), (b) and (h) of this Section 6.1
may be delivered electronically and if so delivered, shall be deemed to have been delivered on the
date on which such documents are filed for public availability on the SEC’s Electronic Data
Gathering and Retrieval System; provided that the Borrower shall notify (which may be by
facsimile or electronic mail) the Agent of the filing of any such documents and provide to the
Agent by electronic mail electronic versions (i.e., soft copies) of such documents.
Notwithstanding anything contained herein, in every instance the Borrower shall be required to
provide paper copies of the compliance certificates required by clause (d) of this Section
6.1 to the Agent.



     6.2 Use of Proceeds. The Borrower will use the proceeds of the Advances and the
Facility LCs to finance working capital needs, for general corporate purposes (including funding
acquisitions permitted by this Agreement) of the Borrower and its Subsidiaries and to pay
transaction fees and expenses in connection with the financing contemplated hereby. Such purposes
will not violate and are otherwise consistent with the terms of the Loan Documents and all laws,
rules and regulations, including Regulations T, U and X. The Borrower will not, nor will it permit
any Subsidiary to, use any of the



- 46 -









 







proceeds of the Advances to purchase or carry any “margin stock”
(as defined in Regulation U) in violation of Regulation U.



     6.3 Notice of Default. The Borrower will, and will cause each Subsidiary to, give
prompt notice in writing to the Lenders of the occurrence of any Default or Unmatured Default and
of any other development, financial or otherwise, which could reasonably be expected to have a
Material Adverse Effect.



     6.4 Conduct of Business; Books and Records. The Borrower will, and will cause each
Subsidiary to, (a) carry on and conduct its business in substantially the same manner and in
substantially the same fields of enterprise as it is presently conducted, (b) maintain proper books
and records, in which full, true and correct entries are made of all financial transactions in
relation to its business and activities, and (c) do all things necessary to remain duly
incorporated or organized, validly existing and (to the extent such concept applies to such entity)
in good standing as a domestic corporation, partnership or limited liability company in its
jurisdiction of incorporation or organization, as the case may be, and maintain all requisite
authority to conduct its business in each jurisdiction in which its business is conducted except
for (a) mergers and consolidations of Subsidiaries with and into Borrower or any Domestic
Subsidiaries, to the extent permitted under Section 6.12 hereof, (b) the dissolution or liquidation
of Subsidiaries that are not Guarantors so long as the Borrower determines in good faith that such
liquidation or dissolution is in the best interests of the Borrower and is not materially
disadvantageous to the Lenders, (c) the dissolution or liquidation of Subsidiaries if the net
proceeds from any such dissolution are paid to the Borrower or any Guarantor or (d) any failure of
the Borrower or a Subsidiary to be in good standing or to maintain such requisite authority, where
in the case of this clause (d), such failure to be in good standing or maintain such requisite
authority could not reasonably be expected to have a Material Adverse Effect.



     6.5 Taxes. The Borrower will, and will cause each Subsidiary to, pay all taxes, that,
if not paid, could reasonably be expected to result in a Material Adverse Effect, before the same
shall become delinquent, expect where (a) the validity or amount thereof is being contested in good
faith by appropriate proceedings, and (b) the Borrower or such Subsidiary has set aside on its
books adequate reserves with respect thereto in accordance Agreement Accounting Principles.



     6.6 Insurance. The Borrower will, and will cause each Subsidiary to, maintain with
financially sound and reputable insurance companies insurance in such amounts and covering such
risks as is customarily maintained by companies engaged in the same or similar businesses operating
in the same or similar circumstances.



     6.7 Compliance with Laws. The Borrower will, and will cause each Subsidiary to, comply
with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards
applicable to it including, without limitation, all Environmental Laws and ERISA except for such
failures to comply as could not reasonably be expected to have a Material Adverse Effect.



     6.8 Maintenance of Properties. The Borrower will, and will cause each Subsidiary to
maintain in all material respects all Property material to the conduct of its business in good
working order and condition, ordinary wear and tear excepted, except that the foregoing shall not
apply to Property disposed of by Borrower in accordance with Section 6.13 hereof.



     6.9 Inspection. The Borrower will, and will cause each Subsidiary to, permit the Agent
and the Lenders, by their respective representatives and agents, to inspect any of the Property,
books and financial records of the Borrower and each Subsidiary, to examine and make copies of the
books of accounts and other financial records of the Borrower and each Subsidiary, and to discuss
the affairs,



- 47 -









 







finances and accounts of the Borrower and each Subsidiary with, and to be advised as
to the same by, their respective officers at such reasonable times and intervals as the Agent or
any Lender may designate.



     6.10 Dividends; Publicly Traded Capital Stock. 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, or make any
Investments in publicly traded Capital Stock, except that




     (a) any Subsidiary may declare and pay dividends or make distributions ratably on its
Capital Stock;




     (b) the Borrower may take any such action if (i) no Default or Unmatured Default has
occurred and is continuing, (ii) the sole consideration delivered by the Borrower in
connection therewith is cash and (iii) either (x) if at the time of such payment and after
giving effect thereto, Unrestricted cash and Cash Equivalent Investments of the Borrower is
less than $500,000,000, the aggregate amount thereof does not exceed $50,000,000 in any
fiscal year or (y) if at the time of such payment and after giving effect thereto,
Unrestricted cash and Cash Equivalent Investments of the Borrower (minus the aggregate
outstanding principal amount of the Loans) is at least $500,000,000, the aggregate amount
thereof does not exceed $500,000,000 from and after the Effective Date; and




     (c) the Borrower may make Employee Tax Remittances; and




     (d) the Borrower may make Investments in publicly traded Capital Stock permitted by
Section 6.14(m).



     6.11 Indebtedness. The Borrower will not, nor will it permit any Subsidiary to,
create, incur or suffer to exist any Indebtedness, except:




     (a) Indebtedness created hereunder (subject to the limitations specified in Section
6.27(b)(i)).




     (b) Indebtedness existing on the Effective Date and described in Schedule
6.11(b).




     (c) Secured or unsecured Indebtedness incurred in the ordinary course of business in
connection with the acquisition of Property by the Borrower, or any Subsidiary (excluding
Indebtedness assumed pursuant to an Acquisition), provided that the aggregate principal
amount of such Indebtedness shall not exceed the value of the Property so acquired, and in
any event, the outstanding principal amount of such purchase money Indebtedness shall not
exceed $50,000,000 in the aggregate at any time and any Lien securing any such Indebtedness
shall attach only to the Property so acquired.




     (d) Secured or unsecured Indebtedness having terms and conditions reasonably acceptable
to the Agent assumed by the Borrower or a Subsidiary in connection with an Acquisition
permitted hereunder and not discharged on the Effective Date which shall not exceed
$100,000,000 in the aggregate after the Effective Date; provided that such Indebtedness was
not created or increased in anticipation of such Acquisition and any Lien securing any such
secured Indebtedness shall attach only to the Property securing such Indebtedness prior to
its assumption.




     (e) Non-Recourse Indebtedness.



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     (f) Indebtedness of Foreign Subsidiaries to the Borrower or a Domestic Subsidiary
incurred to facilitate the operations and funding of said Foreign Subsidiaries.




     (g) Indebtedness of Foreign Subsidiaries to non-Affiliates of Borrower in a principal
amount not to exceed $50,000,000; provided that before and after giving effect to such
Indebtedness, no Default or Unmatured Default shall have occurred and be continuing.




     (h) Indebtedness of Borrower or a Domestic Subsidiary owing to the Borrower or any
Domestic Subsidiary.




     (i) Indebtedness of a Foreign Subsidiary owing to a Foreign Subsidiary.




     (j) Indebtedness of a Domestic Subsidiary owing to a Foreign Subsidiary.




     (k) Indebtedness of Borrower owing to a Foreign Subsidiary.




     (l) Indebtedness constituting the net obligations of a Person as of the date of a
required calculation under a Rate Hedging Agreement in the ordinary course of business and
not for the purposes of speculation.




     (m) Obligations, including, without limitation, contingent liabilities, in respect of
letters of credit permitted by Section 6.19.




     (n) Indebtedness that constitutes a renewal, refinancing or extension of any
Indebtedness referred to in this Section 6.11; provided that (i) no Lien existing at
the time of such renewal, refinancing or extension shall be extended to cover any property
not already subject to such Lien, and (ii) the principal amount of any Indebtedness renewed,
refinanced, replaced or extended shall not exceed the amount of such Indebtedness
outstanding immediately prior to such renewal, refinancing, replacement or extension (except
with respect to the amount of any reasonable premium and other fees and expenses incurred in
connection with such renewal, refinancing, replacement or extension and an amount equal to
any existing unutilized commitments thereunder).




     (o) Contingent Obligations permitted under Section 6.18.




     (p) Indebtedness under Supplemental Indebtedness, provided that the aggregate amount of
all outstanding Supplemental Indebtedness shall not exceed the difference (if positive) of
(x) $500,000,000 minus (y) the aggregate amount by which the Aggregate Facility LC
Commitment has been increased pursuant to Section 2.21 following the Effective Date.




     (q) Without duplication of the Indebtedness permitted under Section 6.11(a)
above and subject to the limitations specified in Section 6.27(b)(i), Indebtedness
of the Borrower and/or any Subsidiary of up to ¥6,500,000,000 with respect to the Excluded
SPV and/or the Excluded SPV Debt.



     6.12 Merger. The Borrower will not, nor will it permit any Subsidiary to, merge or
consolidate with or into any other Person, except that if at the time thereof and immediately after
giving effect thereto no Default or Unmatured Default shall have occurred and be continuing, (a)
any Subsidiary may merge into or be consolidated with the Borrower in a transaction in which the
Borrower is the surviving Person, (b) any Subsidiary may merge into or be consolidated with any
Domestic Subsidiary in a transaction in which the surviving entity is a Domestic Subsidiary, (c)
any Foreign Subsidiary may merge into or be consolidated



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with any Foreign Subsidiary and (d)
mergers and consolidations constituting Acquisitions permitted under Section 6.23.



     6.13 Sale of Assets. The Borrower will not, nor will it permit any Material Subsidiary to,
lease, sell or otherwise dispose of (in one transaction or in a series of transactions) its
Property to any other Person, except:




     (a) Sales of Inventory in the ordinary course of business.




     (b) Sales, leases or other dispositions by Borrower or any Subsidiary of obsolete,
underutilized, damaged or defective Property or equipment that is no longer used or useful
in the business of Borrower or its Subsidiaries.




     (c) Any sale, lease or other disposition (i) from the Borrower to any Guarantor, (ii)
from any Domestic Subsidiary that is not a Guarantor to the Borrower, another Domestic
Subsidiary or any Foreign Subsidiary, (iii) from any Guarantor to the Borrower or any other
Guarantor, (iv) from any Foreign Subsidiary to the Borrower, another Foreign Subsidiary or
any Domestic Subsidiary or (v) from the Borrower or any Guarantor to any Subsidiary that is
not a Guarantor in an aggregate amount not to exceed $75,000,000 during any fiscal year.




     (d) Leases or licenses (but not a sale, lease, exclusive license or other transfer
other than any such lease or license in respect of which (i) the Borrower or any of its
Subsidiaries retains, without material restriction, the right to continue to use the
Property subject to the lease or license or (ii) the term is for no more than five years),
by the Borrower or any Subsidiary of patents, trademarks, copyrights, know-how or other
intellectual property to any other Person in the ordinary course of business.




     (e) The sale, lease, exclusive license or transfer of other assets in any fiscal year
in an aggregate amount not to exceed 15% of Consolidated Tangible Net Worth as of the end of
the immediately preceding fiscal year of the Borrower.




     (f) The sale of real property by Landbank Properties, L.L.C. and its Subsidiaries in
the ordinary course of business.




     (g) The sale, lease, exclusive license or transfer of other Property with an aggregate
value not exceeding $250,000 in any fiscal year of the Borrower.



     6.14 Investments and Acquisitions. The Borrower will not, nor will it permit any
Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and
advances to, and other Investments in, Foreign Subsidiaries), or commitments therefor, or to create
any Subsidiary (except in accordance with Section 6.22 and Section 6.23) or to become or remain a
partner in any partnership or joint venture, or to make any Acquisition of any Person, except:




     (a) Cash Equivalent Investments.




     (b) Investments in existence on the Effective Date and described in Schedule
6.14(b) in an amount not greater than the amount thereof on the Effective Date.




     (c) Acquisitions permitted under Section 6.23.



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     (d) Investments in (i) corporate debt obligations rated A or better by S&P or A2 or
better by Moody’s, (ii) obligations of, or fully guaranteed by, the United States of America
or (iii) obligations of, or fully guaranteed by, a government or agency thereof rated A or
better by S&P or A2 or better by Moody’s, in each case maturing not more than twenty four
(24) months from the date of acquisition thereof.




     (e) Investments in money market funds rated AA-mf or higher by Moody’s or AAm or higher
by S&P and having assets greater than $500,000,000.




     (f) Repurchase agreements relating to Cash Equivalent Investments, which shall be
collateralized for at least 100% of face value, issued by any of the Lenders or any other
bank or trust company organized under the laws of the United States or any state thereof,
which bank or trust company (other than the Lenders to which such restrictions shall not
apply) is a member of both the Federal Deposit Insurance Corporation and the Federal Reserve
System and is rated B or better by Thompson Bank Watch Service (all of which must mature
within twelve (12) months from the time of acquisition thereof).




     (g) Settlement accounts between the Borrower and its Domestic Subsidiaries or its
Domestic Subsidiaries and other Domestic Subsidiaries arising by operation of the cash
management system of the Borrower and its Domestic Subsidiaries in the ordinary course of
business.




     (h) Permitted Business Investments.




     (i) Permitted Financial Investments.




     (j) Investments by Borrower or any Subsidiary thereof in any Person to the extent the
consideration paid consists solely of Qualified Stock of Borrower, unless the nature of such
Investment could reasonably be expected to cause a Material Adverse Effect.




     (k) Investments not otherwise permitted by this Section 6.14, the aggregate
amount (at original cost) of all such Investments of the Borrower and all of its
Subsidiaries shall never exceed $25,000,000.




     (l) Investments in the Capital Stock of the Excluded SPV.




     (m) The Borrower may make Investments in publicly traded Capital Stock (i) up to an
aggregate amount of $100,000,000, if at the time of each such Investment and after giving
effect thereto Unrestricted cash and Cash Equivalent Investments of the Borrower is at least
$500,000,000, and (ii) to the extent permitted by any of paragraphs (c),
(h), (i), (j) and (k) of this Section 6.14.




     (n) Investments in government, government agency or corporate bond funds rated A or
better by S&P or A2 or better by Moody’s and having an average maturity of not more than
thirty-six (36) months.




     (o) Investments in an aggregate amount not in excess of $75,000,000 to the extent used
to acquire the remaining Capital Stock of joint ventures not previously owned by the
Borrower or any of its Subsidiaries.



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     6.15 Liens. The Borrower will not, nor will it permit any Subsidiary to, create, incur, or
suffer to exist any Lien in, of or on the Property of the Borrower or any of its Subsidiaries, nor
will it covenant with any other Person not to grant such a Lien to the Agent, except:




     (a) Permitted Liens.




     (b) Liens in favor of the Agent, for the benefit of the Lenders, granted pursuant to
this Agreement.




     (c) Liens existing on the Effective Date and described in Schedule 6.15(c).




     (d) Liens incurred in connection with any Acquisition permitted under Section
6.23; provided that such Liens shall encumber only the Property so acquired and were not
created in contemplation of such Acquisition.




     (e) Liens securing Indebtedness permitted under Section 6.11(c) or Section
6.11(d) and only to the extent the Liens are permitted by such sections.




     (f) Any renewal, extension or replacement of any Lien referred to in Section
6.15(c) and Section 6.15(d) above; provided that no Lien arising or existing as
a result of such extension, renewal or replacement shall be extended to cover any property
not theretofore subject to the Lien being extended, renewed, refinanced or replaced and
provided further that the principal amount of the Indebtedness secured thereby shall not
exceed the principal amount of the Indebtedness so secured at the time of such extension,
renewal, refinancing or replacement (except with respect to the amount of any reasonable
premium or other fees and expenses incurred in connection with such renewal, refinancing,
replacement or extension and an amount equal to any existing unutilized commitments
thereunder).




     (g) Liens on (i) deposits to secure the performance of bids, trade contracts, leases,
statutory obligations, surety and appeal bonds and performance bonds and (ii) escrow
deposits or accounts, project specific deposit accounts or other deposit relationships
established by contract with the Borrower’s customers, in each case referred to in the
preceding clause (i) and (ii) maintained in the ordinary course of business for the purpose
of facilitating disbursements or surety coverage with respect to a specific project.




     (h) (1) Liens on Property of the Foreign Subsidiaries securing Indebtedness of the
Foreign Subsidiaries, not exceeding $10,000,000 in the aggregate, and (2) Liens securing
payments in respect of Letters of Credit issued with respect to Indebtedness of Foreign
Subsidiaries, not exceeding $25,000,000 in the aggregate.




     (i) Liens over cash collateral in an aggregate amount not exceeding $300,000,000
securing payment in respect of Letters of Credit (“Permitted Cash Collateral”),
provided that at each time any such Permitted 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 this Agreement).




     (j) Liens on the Capital Stock of the Excluded SPV securing Indebtedness permitted
under Section 6.11(q).



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     6.16 Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter
into any transaction (including, without limitation, the purchase or sale of any Property or
service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of
business and pursuant to the reasonable requirements of the Borrower’s or such Subsidiary’s
business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary
than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction, provided
this Section 6.16 shall not prohibit (a) inter-company transfers not otherwise restricted hereunder
(except those permitted by operation of Section 6.13(c)(v)) or (b) transactions among the Borrower
and its Wholly-Owned Subsidiaries not involving any Affiliates thereof and not otherwise restricted
hereunder.



     6.17 Prepayment of Other Indebtedness. The Borrower will not, and will not permit any
Subsidiary to (a) make voluntary prepayments of principal or interest on any other of the
Borrower’s or such Subsidiary’s Indebtedness except (i) as expressly provided herein, (ii)
prepayments of principal or interest secured by liens on Property sold in accordance with Section
6.13 hereof, or (iii) in an amount not to exceed $10,000,000 in the aggregate for Borrower and its
Subsidiaries during any fiscal year of Borrower during the term hereof; or (b) amend or obtain or
grant a waiver of any term of any of such Indebtedness, without the prior written consent of the
Required Lenders other than in respect of inter-company transfers or inter-company Indebtedness not
otherwise prohibited hereunder.



     6.18 Contingent Obligations. The Borrower will not, nor will it permit any Subsidiary
to, make or suffer to exist any Contingent Obligation (including, without limitation, any
Contingent Obligation with respect to the obligations of a Subsidiary), except for:




     (a) endorsement of instruments for deposit or collection in the ordinary course of
business,




     (b) Reimbursement Obligations (subject to the limitations specified in Section
6.27(b)(i)),




     (c) the Guaranty,




     (d) guaranties and other Contingent Obligations listed on Schedule 6.18(d)
attached hereto,




     (e) guaranties by Borrower or any of its Subsidiaries made in the ordinary course of
business of any payment to a vendor of goods or services to the Borrower or its
Subsidiaries, guaranties by Borrower of any obligations of the Subsidiaries owed to any
customer of Borrower or a Subsidiary made with respect to the performance by Borrower or
such Subsidiary of a contract for the sale of goods or the delivery of services to such
customer, or guarantees by the Borrower or any of its Subsidiaries relating to contracts for
sales of goods or services where the party to the contract is a joint venture or other
Person in which the Borrower or any of its Subsidiaries has an ownership interest or other
Person in which the Borrower or any of its Subsidiaries has no ownership interest but is
indemnified by said Person,




     (f) the contingent liability evidenced by a guaranty executed by the Borrower to
guarantee obligations of Foreign Subsidiaries under one or more credit facilities for
working capital and letters of credit; provided, that the aggregate obligations of the
Borrower under such guaranties shall not exceed $50,000,000 plus accrued unpaid interest at
any time outstanding,



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     (g) such Contingent Obligations as would be permitted to be incurred if such Contingent
Obligations were incurred as Indebtedness by such Borrower or any such Subsidiary under
Section 6.11,




     (h) reimbursement or guaranty obligations owing to bonding companies issuing bonds on
behalf of the Borrower or any of its Subsidiaries incurred in the ordinary course of the
Borrower’s business, and




     (i) 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 the aggregate amount of such guaranties does not
exceed $20,000,000 at any time outstanding.



     6.19 Letters of Credit. The Borrower will not, nor will it permit any Subsidiary to,
apply for or become liable upon or in respect of any Letter of Credit other than:




     (a) Facility LCs (subject to the limitations specified in Section 6.27(b)(i)),




     (b) Letters of Credit issued under Supplemental Indebtedness,




     (c) Subject to Section 6.15(i), Letters of Credit in an aggregate amount
(excluding Letters of Credit described in the other clauses of this Section 6.19)
not to exceed $300,000,000 in the aggregate for Borrower and its Subsidiaries, and




     (d) Subject to Section 6.15(h)(2), Performance Letters of Credit in an
aggregate amount (excluding Letters of Credit described in the other clauses of this
Section 6.19) not to exceed $25,000,000 in the aggregate for the Foreign
Subsidiaries.



     6.20 Financial Contracts. The Borrower will not, nor will it permit any Subsidiary to,
enter into or remain liable upon any Financial Contract, except (a) Rate Hedging Agreements made
for nonspeculative purposes and (b) Financial Contracts in respect of commodities entered into with
any Lender or any Affiliate of a Lender for nonspeculative purposes.



     6.21 Financial Covenants .




     6.21.1 Leverage Ratio. With effect from and after May 31, 2011, Borrower will
not permit the Leverage Ratio to exceed 2.50 to 1.00 as of the last day of any of its fiscal
quarters.




     6.21.2 Interest Coverage Ratio. With effect from and after May 31, 2011,
Borrower will not permit the Interest Coverage Ratio for any Calculation Period to be less
than 3.00 to 1.00.


     6.22 Subsidiaries. The Borrower will, and will cause each of its Domestic Subsidiaries (whether now
existing or hereafter created) during such period that such Domestic Subsidiary is a Material
Subsidiary to guarantee, pursuant to a guaranty in the form of Exhibit 6.22 (including any and all
supplements and joinders thereto) and in favor of the Agent for the benefit of the Lenders, the
repayment of all or a portion of the Obligations.



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     6.23 Acquisitions. The Borrower will not, and will not allow its Subsidiaries to make
Acquisitions unless (a) if Pro Forma Liquidity both immediately before and after giving effect
thereto is less than $100,000,000, the aggregate cash consideration (defined as total net cash to
be paid, plus Indebtedness and Contingent Obligations to be assumed in connection with any
Acquisition, plus the Acquisition costs associated with such Acquisition) for such Acquisition is
less than $25,000,000, (b) the aggregate cash consideration (as so defined) for all Acquisitions
made from and after the Effective Date does not exceed $500,000,000, (c) the acquisition target is
in the same or similar line of business as the Permitted Businesses; (d) no Default or Unmatured
Default shall exist before or after giving effect to any such Acquisition; (e) the Borrower or a
Subsidiary is the surviving entity holding greater than fifty percent (50%) of the Capital Stock or
ownership interests in the Acquisition target; (f) a substantial portion of the Borrower’s
executive management team of the Borrower as of the Effective Date (to include in all cases the
chief executive officer and the chief financial officer of the Borrower) is the surviving
management team; (g) all Acquisitions shall be completed in accordance with applicable laws in all
material respects; (h) Agent shall be provided with satisfactory opinions with regard to any
Acquisition as it may request; (i) the terms of Section 6.22 are satisfied; and (j) the board
of directors or other applicable governing body of the Acquisition target approves the Acquisition.



     6.24 Fiscal Year and Accounting Method. The Borrower shall not, and shall not permit
any of its Subsidiaries to, change its fiscal year or method of accounting except as required by
Agreement Accounting Principles; provided, however, that the Borrower may change its fiscal year on
a single occasion if the Borrower has given the Agent 30 days prior written notice of such change.



     6.25 Agreements Restricting Liens and Distributions. The Borrower shall not, nor shall
it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist any prohibition,
encumbrance or restriction which prohibits or otherwise restricts (a) the ability of any Subsidiary
to (i) pay dividends or make other distributions or pay any Indebtedness owed to the Borrower or
any Subsidiary of the Borrower, (ii) make loans or advances to the Borrower or any Subsidiary of
the Borrower, or (iii) transfer any of its Properties to the Borrower or any Subsidiary of the
Borrower or (b) the ability of the Borrower or any Subsidiary of the Borrower to create, incur,
assume or suffer to exist any Lien upon its Property to secure the Obligations or to become a
guarantor of the Obligations, other than prohibitions or restrictions existing under or by reason
of: (i) this Agreement and the other Loan Documents; (ii) applicable Legal Requirements; (iii)
customary non-assignment provisions entered into in the ordinary course of business; (iv) any
restriction or encumbrance with respect to a Subsidiary of the Borrower imposed pursuant to an
agreement which has been entered into for the sale or disposition of the Capital Stock or assets of
such Subsidiary, so long as such sale or disposition is permitted under this Agreement; (v) any
restriction arising under the credit facilities permitted under Section 6.11; (vi) Liens,
prohibitions or restrictions permitted by Section 6.15 and any documents or instruments governing
the terms of any Indebtedness or other obligations secured by any such Liens, provided that such
prohibitions or restrictions apply only to the Property subject to such Liens or (vii) customary
provisions, leases and other contracts restricting the assignment thereof.



     6.26 Further Assurances. The Borrower at its expense shall, and shall cause each of
its Subsidiaries to, promptly execute and deliver all such other and further documents, agreements
and instruments in compliance with or accomplishment of the covenants and agreements of the
Borrower or any of its Subsidiaries in the Loan Documents.



     6.27 Excluded SPV.




     (a) Notwithstanding anything to the contrary contained in this Agreement, the Borrower
shall not permit the Excluded SPV to engage in any business or activity, other than (i)
making, maintaining, renewing, extending or restructuring the Westinghouse Investments and
(ii)



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issuing notes to make the Westinghouse Investments and, subject to Section
6.27(b)(iv), renewing, extending, refinancing, replacing or restructuring such notes
with Indebtedness containing terms that, taken as a whole, are not materially more onerous
to the Excluded SPV than the terms of such notes as of the Effective Date (collectively with
such notes, the “Excluded SPV Debt”).




     (b) Notwithstanding anything to the contrary contained in this Agreement, the Borrower
shall not, and shall not permit any Subsidiary to, make any Investment in the Excluded SPV
or incur any Indebtedness or provide other credit support for the direct or indirect benefit
of the Excluded SPV (including any direct or indirect guarantee or other credit support of
any Indebtedness of the Excluded SPV), other than (i) causing revolving Financial Letters of
Credit to be issued under this Agreement (the “Excluded SPV Letters of Credit”) to
provide for (x) payments of a portion of the principal of the Excluded SPV Debt (which
portion shall not exceed ¥6,500,000,000 at any time) and (y) payments of any interest on the
Excluded SPV Debt, (ii)
equity Investments not to exceed $35,000,000 in the Excluded SPV, (iii) Investments in
the Excluded SPV to finance the payment of transaction costs and expenses incurred in
connection with the issuance, renewal, extension, refinancing, replacement or restructuring
of the Excluded SPV Debt or the Westinghouse Investment and (iv) refinancing the
Indebtedness under the Excluded SPV Debt with similar Indebtedness that is Non-Recourse
Indebtedness (provided that such Indebtedness may not constitute Non-Recourse Indebtedness
to the extent (and in the amount of) the Excluded SPV Debt, as in effect on the Effective
Date, does not constitute Non-Recourse Indebtedness).




     (c) The Borrower shall cause to be inserted into the indenture or similar instrument
governing the Excluded SPV Debt no later than the time the same are issued a provision
reasonably satisfactory to the Agent in form and substance substantially to the effect of
Section 15.8 hereof, but with such changes as shall be necessary to constitute such
provision an acknowledgement by the holders of the Excluded SPV Debt that neither the
Borrower nor any of the Guarantors shall have any liability with respect to the Excluded SPV
Debt.



ARTICLE VII




DEFAULTS




     The occurrence of any one or more of the following events shall constitute a Default:



     7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any
of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any
Credit Extension, or any certificate or information delivered in connection with this Agreement or
any other Loan Document shall be materially false on the date as of which made.



     7.2 Nonpayment of (a) principal when due, (b) interest within five (5) days of when due on any
Loan, (c) nonpayment of any Reimbursement Obligation within five (5) days of when the same becomes
due, or (d) nonpayment of any commitment fee, LC Fee or other obligations under any of the Loan
Documents within five (5) days of when the same becomes due.



     7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2,
Section 6.3, Section 6.4 (with respect to the Borrower’s existence) or Sections
6.10 through 6.26.



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     7.4 The breach by the Borrower (other than a breach which constitutes a Default under another
Section of this Article VII) of any of the terms or provisions of this Agreement which is not
remedied within thirty (30) days after notice thereof from the Agent to the Borrower (which notice
will be given at the request of any Lender).



     7.5 Failure of the Borrower or any of its Subsidiaries to pay when due any Indebtedness
aggregating in excess of $50,000,000 (“Material Indebtedness”); or the default by the
Borrower or any of its Subsidiaries in the performance (beyond the applicable grace period with
respect thereto, if any) of any term, provision or condition contained in any agreement under which
any such Material Indebtedness was created or is governed, or any other event shall occur or
condition exist, the effect of which default or event is to cause, or to permit the holder or
holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to
its stated maturity; or any Material Indebtedness of the Borrower or any of its Subsidiaries shall
be declared to be due and payable or required to be prepaid or repurchased (other than by a
regularly scheduled payment) prior to the stated maturity thereof; or the Borrower or any
of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts
generally as they become due.



     7.6 The Borrower or any of its Subsidiaries shall:




     (a) have an order for relief entered with respect to it under the Federal bankruptcy
laws as now or hereafter in effect,




     (b) make an assignment for the benefit of creditors,




     (c) apply for, seek, consent to, or acquiesce in, the appointment of a receiver,
custodian, trustee, examiner, liquidator or similar official for it or any Substantial
Portion of its Property,




     (d) institute any proceeding seeking an order for relief under the Federal bankruptcy
laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or
seeking dissolution, winding up, liquidation, reorganization, arrangement or composition of
it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief
of debtors or fail to file an answer or other pleading denying the material allegations of
any such proceeding filed against it,




     (e) take any corporate or partnership action to authorize or effect any of the
foregoing actions set forth in this Section 7.6 or




     (f) fail to contest in good faith any appointment or proceeding described in
Section 7.7.



     7.7 Without the application, approval or consent of the Borrower or any of its Subsidiaries, a
receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or
any of its Subsidiaries or any Substantial Portion of its Property, or a proceeding described in
Section 7.6(c) shall be instituted against the Borrower or any of its Subsidiaries and such
appointment continues undischarged or such proceeding continues undismissed or unstayed for a
period of 45 consecutive days.



     7.8 The Borrower or any of its Subsidiaries shall fail within 30 consecutive days to pay, bond
or otherwise discharge one or more (a) judgments or orders for the payment of money in excess of
$50,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or
(b) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed
on appeal or otherwise being appropriately contested in good faith.



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     7.9 An ERISA Event shall have occurred that, in the opinion of the Required Lenders, when
taken together with all other ERISA Events that have occurred, could reasonably be expected to
result in a Material Adverse Effect.



     7.10 Any Change in Control shall occur.



     7.11 The occurrence of any “default,” as defined in any Loan Document (other than this
Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this
Agreement), which default or breach continues unremedied for a period of more than thirty (30) days
after notice thereof from the Agent to the Borrower (which notice will be given at the request of
any Lender).



     7.12 Except as otherwise permitted by this Agreement, any Guaranty shall fail to remain in
full force or effect or any action shall be taken to discontinue or to assert the invalidity or
unenforceability of any Guaranty, or any Guarantor shall fail to comply with any of the terms or
provisions of any Guaranty to which it is a party, or any Guarantor shall deny that it has any
further liability under any Guaranty to which it is a party, or shall give notice to such effect.



     7.13 Nonpayment by the Borrower of any Rate Hedging Obligation in excess of $10,000,000 when
due or the breach by the Borrower of any term, provision or condition contained in any Rate Hedging
Agreement in excess of $10,000,000.



ARTICLE VIII




ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES




     8.1 Acceleration; Facility LC Collateral Account.




     (a) If any Default described in Section 7.6 or Section 7.7 occurs and
is continuing, the obligations of the Lenders to make Credit Extensions hereunder and the
obligation and power of each Issuer to issue Facility LCs shall automatically terminate and
the Obligations shall immediately become due and payable without any election or action on
the part of the Agent, any Issuer or any Lender and the Borrower will be and become thereby
unconditionally obligated, without any further notice, act or demand, to pay to the Agent an
amount in immediately available funds, which funds shall be held in the Facility LC
Collateral Account, equal to the difference of (i) the amount of LC Obligations at such
time, less (ii) the amount on deposit in the Facility LC Collateral Account at such time
which is free and clear of all rights and claims of third parties and has not been applied
against the Obligations (such difference, the “Collateral Shortfall Amount”). If
any other Default occurs and is continuing, the Required Lenders (or the Agent with the
consent of the Required Lenders) may (A) terminate or suspend the obligations of the Lenders
to make Credit Extensions hereunder and the obligation and power of each Issuer to issue
Facility LCs, or declare the Obligations and any affected Lender may declare the Rate
Hedging Obligations to be due and payable, or both, whereupon the Obligations shall become
immediately due and payable, without presentment, demand, protest or notice of any kind, all
of which the Borrower hereby expressly waives, and (B) upon notice to the Borrower and in
addition to the continuing right to demand payment of all amounts payable under this
Agreement, make demand on the Borrower to pay, and the Borrower will, forthwith upon such
demand and without any further notice or act, pay to the Agent the Collateral Shortfall
Amount, which funds shall be deposited in the Facility LC Collateral Account.




     (b) If at any time while any Default has occurred and is continuing, the Agent
determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent
may



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make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand
and without any further notice or act, pay to the Agent the Collateral Shortfall Amount,
which funds shall be deposited in the Facility LC Collateral Account.




     (c) The Agent may at any time or from time to time after funds are deposited in the
Facility LC Collateral Account, apply such funds to the payment of the Obligations and any
other amounts as shall from time to time have become due and payable by the Borrower to the
Lenders or the Issuers under the Loan Documents.




     (d) At any time while any Default has occurred and is continuing, neither the Borrower
nor any Person claiming on behalf of or through the Borrower shall have any right to
withdraw any of the funds held in the Facility LC Collateral Account. After all of the
Obligations have been indefeasibly paid in full and the Aggregate Commitment has been
terminated, any funds remaining, in the Facility LC Collateral Account shall be returned by
the Agent to the Borrower or paid to whomever may be legally entitled thereto at such time.




     (e) If, within 30 days after acceleration of the maturity of the Obligations or
termination of the obligations of the Lenders to make Credit Extensions and the obligation
and power of the Issuers to issue Facility LCs hereunder as a result of any Default (other
than any Default as described in Section 7.6 or Section 7.7 with respect to
the Borrower) and before any judgment or decree for the payment of the Obligations due shall
have been obtained or entered, the Required Lenders (in their sole discretion) shall so
direct, the Agent shall, by notice to the Borrower, rescind and annul such acceleration
and/or termination.



     8.2 Amendments. Subject to the provisions of this Article VIII, the Required Lenders
(or the Agent with the consent in writing of the Required Lenders) and the Borrower may enter into
agreements supplemental hereto for the purpose of adding or modifying any provisions to the Loan
Documents or changing in any manner the rights of the Lenders or the Borrower hereunder or waiving
any Default hereunder; provided, however, that:




     (a) no such supplemental agreement shall, without the consent of each Lender directly
affected thereby:




     (i) reduce the amount or postpone or extend the mandatory payments required
under Section 2.2 or any other regularly scheduled payment of principal of
any Loan or any payment date for, or forgive all or any portion of the principal
amount thereof or any Reimbursement Obligation related thereto, or reduce the rate
or extend the time of payment of interest or fees on any Loan or any Reimbursement
Obligations related thereto;




     (ii) increase the amount of such Lender’s Revolving Loan Commitment or the
Facility LC Commitment;




     (iii) reduce the amount of such Lender’s Revolving Loan Commitment or the
Facility LC Commitment, except as otherwise provided in Section 2.5(b);




     (iv) extend the termination date of such Lender’s Revolving Loan Commitment or
Facility LC Commitment or the expiry date of any Facility LC beyond a date that is
later than the fifth Business Day prior to the Facility Termination Date; or



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     (v) amend Section 11.2 or alter the manner in which payments or
prepayments or principal, interest or other amounts shall be applied as among the
Lenders or Types of Loan;




     (b) no such supplemental agreement shall, without the consent of all of the Lenders:




     (i) reduce the percentage specified in the definition of “Required Lenders”;




     (ii) amend this Section 8.2; and




     (iii) release all or substantially all of the Guarantors of any Credit
Extension; provided, however, that any Guarantor may be released if such Guarantor
is sold or transferred as permitted under this Agreement or any other Loan Document;




     (c) No amendment of any provision of this Agreement relating to the Agent shall be
effective without the written consent of the Agent; and




     (d) No amendment of any provision relating to any Issuer shall be effective without the
written consent of such Issuer.




     (e) No amendment of any provision relating to the Swing Line Lender shall be effective
without the written consent of the Swing Line Lender.




Notwithstanding the foregoing, the Agent may waive payment of the fee required under
Section 12.3.2 without obtaining the consent of any other party to this Agreement.



     8.3 Preservation of Rights. No delay or omission of the Lenders, the Issuers or the
Agent to exercise any right under the Loan Documents shall impair such right or be construed to be
a waiver of any Default or an acquiescence therein, and the making of a Credit Extension
notwithstanding the existence of a Default or the inability of the Borrower to satisfy the
conditions precedent to such Credit Extension shall not constitute any waiver or acquiescence. Any
single or partial exercise of any such right shall not preclude other or further exercise thereof
or the exercise of any other right, and no waiver, amendment or other variation of the terms,
conditions or provisions of the Loan Documents whatsoever shall be valid unless in writing signed
by the Lenders required pursuant to Section 8.2, and then only to the extent in such writing
specifically set forth. All remedies contained in the Loan Documents or by law afforded shall be
cumulative and all shall be available to the Agent, the Issuers and the Lenders until the
Obligations have been paid in full.



ARTICLE IX




GENERAL PROVISIONS




     9.1 Survival of Representations. All representations and warranties of the Borrower
contained in this Agreement shall survive the making of the Credit Extensions herein contemplated.



     9.2 Governmental Regulation. Anything contained in this Agreement to the contrary
notwithstanding, neither any Issuer nor any Lender shall be obligated to extend credit to the
Borrower in violation of any limitation or prohibition provided by any applicable statute or
regulation.



     9.3 Headings. Section headings in the Loan Documents are for convenience of
reference only, and shall not govern the interpretation of any of the provisions of the Loan
Documents.




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     9.4 Entire Agreement. The Loan Documents embody the entire agreement and
understanding among the Borrower, the Agent, the Issuers and the Lenders and supersede all prior
agreements and understandings among the Borrower, the Agent, the Issuers and the Lenders relating
to the subject matter thereof other than the Fee Letter. In the event of any conflict between the
terms of this Agreement and those of any other Loan Document, the terms of this Agreement shall
control, subject to the provisions of Section 9.14.



     9.5 Several Obligations; Benefits of this Agreement. The respective obligations of
the Lenders hereunder are several and not joint and no Lender shall be the partner or agent of any
other (except to the extent to which the Agent is authorized to act as such) or shall be
responsible for any other Lender’s failure to make Loans as required hereby. The failure of any
Lender to perform any of its obligations hereunder shall not relieve any other Lender from any of
its obligations hereunder. This Agreement shall not be construed so as to confer any right or
benefit upon any Person other than the parties to this Agreement and their respective successors
and assigns, provided, however, that the parties hereto expressly agree that BNPPSC shall enjoy the
benefits of the provisions of Section 9.6, Section 9.9 and Section 10.11 to the extent specifically
set forth therein and shall have the right to enforce such provisions on its own behalf and in its
own name to the same extent as if it were a party to this Agreement.



     9.6 Expenses; Indemnification.




     (a) The Borrower shall reimburse the Agent and BNPPSC for any costs, internal charges
and reasonable out-of-pocket expenses (including attorneys’ and accountants’ fees and time
charges of attorneys and accountants for the Agent, which attorneys may be employees of the
Agent) paid or incurred by the Agent or BNPPSC in connection with the preparation,
negotiation, execution, delivery, syndication, review, amendment, modification, and
administration of the Loan Documents. The Borrower also agrees to reimburse the Agent,
BNPPSC, the Issuers and the Lenders for any costs, internal charges and out-of-pocket
expenses (including attorneys’ fees and time charges of attorneys for the Agent, BNPPSC, the
Issuers and the Lenders, which attorneys may be employees of the Agent, BNPPSC, the Issuers
or the Lenders) paid or incurred by the Agent, BNPPSC, the Issuers or any Lender in
connection with the collection and enforcement of the Loan Documents. Notwithstanding the
foregoing sentence, the Lenders shall only be reimbursed for the attorneys’ fees and time
charges of attorneys of one counsel that will represent all the Lenders unless (i) a
conflict arises such that the Lenders divergent interest can not be represented by one
counsel or (ii) it has been determined that special local counsel is necessary in connection
with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the
Borrower under this Section include, without limitation, costs and expenses incurred in
connection with the Reports described in the following sentence. The Borrower acknowledges
that from time to time the Agent may prepare and may distribute to the Lenders (but shall
have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports
(the “Reports”) pertaining to the Borrower’s assets for internal use by the Agent
from information furnished to it by or on behalf of the Borrower, after the Agent has
exercised its rights of inspection pursuant to this Agreement.




     (b) The Borrower hereby further agrees to indemnify the Agent, BNPPSC, the Issuers,
each Lender, the Affiliates of each of the foregoing and their respective directors,
officers, employees, advisors and agents (collectively, the “Indemnitees”) against
all losses,
claims, damages, penalties, judgments, liabilities and expenses (including, without
limitation, all expenses of litigation or preparation therefor whether or not the Indemnitee
is a party thereto) which any of them may pay or incur arising out of or relating to this
Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or
indirect application or proposed application of the proceeds of any Credit Extension
hereunder, including any of such arising from any of said



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Indemnitees own negligence or
under any doctrine of strict liability, except to the extent that they are determined in a
final non-appealable judgment by a court of competent jurisdiction to have resulted from the
gross negligence or willful misconduct of the Indemnitee seeking indemnification. The
obligations of the Borrower under this Section 9.6 shall survive the termination of
this Agreement.




     (c) Numbers of Documents. All statements, notices, closing documents, and
requests hereunder shall be furnished to the Agent in the number of counterparts requested
by the Agent.



     9.7 Accounting.




     (a) Except as otherwise expressly provided herein, all terms of an accounting or
financial nature are to be construed in accordance with the Agreement Accounting Principles,
as in effect from time to time, except that if the Borrower notifies the Agent that the
Borrower requests an amendment to any provision of this Agreement to eliminate the effect of
any change occurring after the Effective Date in Agreement Accounting Principles or in the
application thereof on the operation of such provision (or if the Agent notifies the
Borrower that the Required Lenders request an amendment to any provision of this Agreement
for such purpose), regardless of whether any such notice is given before or after such
change in the Agreement Accounting Principles or in the application thereof, then such
provision will be interpreted on the basis of the Agreement Accounting Principles as in
effect and applied immediately before such change becomes effective until such notice shall
have been withdrawn or such provision amended in accordance herewith. Notwithstanding
anything in this Agreement to the contrary, for purposes of calculating the net income, net
worth, indebtedness and all other amounts included in any financial ratio or test under this
Agreement in each case of any Person in the Consolidated Group other than the Borrower or
its Subsidiaries (each such Person, a “FIN 46 Entity”), the portion of such FIN 46 Entity’s
net income, net worth, indebtedness or other such amount that shall be included in such
calculation under this Agreement for purposes of the Consolidated Group shall equal (a) the
total amount of such FIN 46 Entity’s net income, net worth, indebtedness or other such
amount multiplied by (b) the percentage of such FIN 46 Entity’s voting Capital Stock (or, if
no such Capital Stock exists, such FIN 46 Entity’s ownership interest) that is directly or
(through one or more Subsidiaries) indirectly held by the Borrower.




     (b) Notwithstanding any other provision contained herein, all terms of an accounting or
financial nature used herein shall be construed, and all computations of amounts and ratios
referred to herein shall be made (i) without giving effect to any election under Accounting
Standards Codification 825-10-25 (or any other Accounting Standards Codification or
Financial Accounting Standard having a similar result or effect) to value any Indebtedness
or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein
and (ii) without giving effect to any treatment of Indebtedness in respect of convertible
debt instruments under Accounting Standards Codification 470-20 (or any other Accounting
Standards Codification or Financial Accounting Standard having a similar result or effect)
to value any such Indebtedness in
a reduced or bifurcated manner as described therein, and such Indebtedness shall at all
times be valued at the full stated principal amount thereof.



     9.8 Severability of Provisions. Any provision in any Loan Document that is held to be
inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be
inoperative, unenforceable, or invalid without affecting the remaining provisions in that
jurisdiction or the operation, enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of all Loan Documents are declared to be severable.



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     9.9 Nonliability of Lenders. The relationship between the Borrower on the one hand
and the Lenders, the Issuers and the Agent on the other hand shall be solely that of borrower and
lender. Neither the Agent, BNPPSC, any Issuer nor any Lender shall have any fiduciary
responsibilities to the Borrower. Neither the Agent, BNPPSC, any Issuer nor any Lender undertakes
any responsibility to the Borrower to review or inform the Borrower of any matter in connection
with any phase of the Borrower’s business or operations. The Borrower agrees that neither the
Agent, BNPPSC, any Issuer nor any Lender shall have liability to the Borrower (whether sounding in
tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out
of, or in any way related to, the transactions contemplated and the relationship established by the
Loan Documents, or any act, omission or event occurring in connection therewith, unless it is
determined in a final non-appealable judgment by a court of competent jurisdiction that such losses
resulted from the gross negligence or willful misconduct of the party from which recovery is
sought. Neither the Agent, BNPPSC, any Issuer nor any Lender shall have any liability with respect
to, and the Borrower hereby waives, releases and agrees not to sue for, any special, indirect or
consequential damages suffered by the Borrower in connection with, arising out of, or in any way
related to the Loan Documents or the transactions contemplated thereby.



     9.10 Confidentiality. Each Lender agrees to hold any confidential information which
it may receive from the Borrower pursuant to this Agreement in confidence, except for disclosure
(a) to its Affiliates and to other Lenders and their respective Affiliates, (b) to legal counsel,
accountants, agents and other professional advisors to such Lender or to a Transferee, (c) to
regulatory officials, (d) to any Person as required by law, regulation, or legal process, (e) to
any Person in connection with any legal proceeding to which such Lender is a party, (f) to such
Lender’s direct or indirect contractual counterparties in swap agreements or to legal counsel,
accountants and other professional advisors to such counterparties, and (g) permitted by Section
12.4.



     9.11 Nonreliance. Each Lender hereby represents that it is not relying on or looking
to any margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve
System) for the repayment of the Credit Extensions provided for herein.



     9.12 Disclosure. Each party hereto (a) acknowledges and agrees that the Agent,
BNPPSC, any Issuer or any Lender and/or their respective Affiliates from time to time may hold
other investments in, make other loans to or have other relationships with the Borrower and its
Subsidiaries, and (b) waives any liability of
any such party to any other party hereto, respectively, arising out of or resulting from such
investments, loans or relationships other than liabilities arising out of the gross negligence or
willful misconduct of the party holding such investment, making such other loan or having such
other relationship with the Borrower and its Subsidiaries.



     9.13 Interest. Each provision in this Agreement and each other Loan Document is
expressly limited so that in no event whatsoever shall the amount paid, or otherwise agreed to be
paid, to the Agent or any Lender, or charged, contracted for, reserved, taken or received by the
Agent or any Lender, for the use, forbearance or detention of the money to be loaned under this
Agreement or any Loan Document or otherwise (including any sums paid as required by any covenant or
obligation contained herein or in any other Loan Document which is for the use, forbearance or
detention of such money), exceed that amount of money which would cause the effective rate of
interest to exceed the Highest Lawful Rate, and all amounts owed under this Agreement and each
other Loan Document shall be held to be subject to reduction to the effect that such amounts so
paid or agreed to be paid, charged, contracted for, reserved, taken or received which are for the
use, forbearance or detention of money under this Agreement or such Loan Document shall in no event
exceed that amount of money which would cause the effective rate of interest to exceed the Highest
Lawful Rate. Anything herein or in any Note or any other Loan Document to the contrary
notwithstanding, the Borrower shall not be required to pay unearned interest and the Borrower shall
not be required to pay interest on the Obligations at a rate in excess of the Highest Lawful Rate,
and if the effective



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rate of interest which would otherwise be payable hereunder, under such Note
or such Loan Documents would exceed the Highest Lawful Rate, or if any Lender or the holder of such
Note shall receive any unearned interest or shall receive monies that are deemed to constitute
interest which would increase the effective rate of interest payable by the Borrower hereunder or
under such Note or other Loan Documents to a rate in excess of the Highest Lawful Rate, then (a)
the amount of interest which would otherwise be payable by the Borrower shall be reduced to the
amount allowed under applicable law and (b) any unearned interest paid by the Borrower or any
interest paid by the Borrower in excess of the Highest Lawful Rate shall in the first instance be
credited on the principal of the Obligations of the Borrower (or if all such Obligations shall have
been paid in full, refunded to the Borrower). It is further agreed that, without limitation of the
foregoing, all calculations of the rate of interest contracted for, reserved, taken, charged or
received by any Lender under the Notes and the Obligations and under the other Loan Documents are
made for the purpose of determining whether such rate exceeds the Highest Lawful Rate, and shall be
made, to the extent permitted by usury laws applicable to such Lender, by amortizing, prorating and
spreading in equal parts during the period of the full stated term of the Notes and this Agreement
all interest at any time contracted for, charged or received by such Lender in connection
therewith. Furthermore, in the event that the maturity of any Obligation is accelerated or in the
event of any required or permitted prepayment, then such consideration that constitutes interest
under applicable law may never include more than the maximum amount allowed by applicable law and
excess interest, if any, provided for in this Agreement, any Note or otherwise shall be canceled
automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be
refunded to the Borrower.



     9.14 Survival of Prior Agreements. The rights and privileges afforded the Agent and
BNPPSC in the Fee Letter and in that letter agreement dated August 11, 2009 among BNPPSC, the Agent
and the Borrower, shall survive the execution of this Agreement and the Effective Date and Agent
and BNPPSC shall continue to be entitled to the benefits thereof.



     9.15 Amendment and Restatement of the Existing Facility
.. The parties to this Agreement agree that, upon (i) the execution and delivery by each of
the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section
4.1, the terms and provisions of the Existing Facility shall be and hereby are amended, superseded
and restated in their entirety by the terms and provisions of this Agreement. This Agreement is
not intended to and shall not constitute a novation. All “Loans” made and “Obligations” incurred
under and as defined in the Existing Facility which are outstanding on the Effective Date shall
continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and
the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all
references in the “Loan Documents” to the “Agent”, the “Credit Agreement” and the “Loan Documents”
(each as defined in the Existing Facility) shall be deemed to refer to the Agent, this Agreement
and the Loan Documents, (b) the Existing Facility LCs which remain outstanding on the Effective
Date shall continue as Facility LCs under (and shall be governed by the terms of) this Agreement,
(c) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which
are outstanding on the Effective Date shall continue as Obligations under this Agreement and the
other Loan Documents, (d) the Agent shall make such reallocations, sales, assignments or other
relevant actions in respect of the Aggregate Outstanding Credit Exposure under the Existing
Facility as are necessary in order that each such Lender’s Outstanding Credit Exposure and
outstanding Loans hereunder reflects such Lender’s Pro Rata Share of the Aggregate Outstanding
Credit Exposure on the Effective Date, (e) the Existing Loans (as defined in Section 2.1.1)
of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest
and fees thereon), each Departing Lender’s “Commitment” under the Existing Facility shall be
terminated and each Departing Lender shall not be a Lender hereunder and (f) the Borrower hereby
agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs
and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar
Loans (including the “Eurodollar Loans” under the Existing Facility) and such reallocation
described above, in each case on the terms and in the manner set forth in Section 3.4
hereof.



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     9.16 Release of Collateral. Each Lender and each Departing Lender hereby authorize
the Agent to release any Lien granted to or held by the Agent upon any and all Collateral provided
under any “Collateral Document” defined in, and pursuant to, the Existing Facility. Upon the
effectiveness of this Agreement on the Effective Date, the liens and security interests granted to
the Agent pursuant to the “Collateral Documents” under the Existing Facility shall be automatically
terminated and released.



     9.17 Release of Guarantors. (a) A Guarantor shall automatically be released from its
obligations under the Guaranty upon the consummation of any transaction permitted by this Agreement
as a result of which such Guarantor ceases to be a Subsidiary; provided that, if so
required by this Agreement, the Required Lenders shall have consented to such transaction and the
terms of such consent shall not have provided otherwise. In connection with any termination or
release pursuant to this Section, the Agent shall (and is hereby irrevocably authorized by each
Lender to) execute and deliver to the Borrower or any Guarantor, at such Person’s expense, all
documents that such Person shall reasonably request to evidence such termination or release. Any
execution and delivery of documents pursuant to this Section shall be without recourse to or
warranty by the Agent.



     (b) Further, the Agent may (and is hereby irrevocably authorized by each Lender to), upon the
request of the Borrower, release any Guarantor from its obligations under the Guaranty if such
Guarantor is no longer a Material Subsidiary.



     (c) At such time as the principal and interest on the Loans, all LC Obligations, the fees,
expenses and other amounts payable under the Loan Documents and the other Obligations (other than
obligations under any Rate Hedging Agreement, and other Obligations expressly stated to survive
such payment and termination) shall have been paid in full in cash, the Commitments shall have been
terminated and no Facility LCs shall be outstanding, the Guaranty and all obligations (other than
those expressly stated to survive such termination) of each Guarantor thereunder shall
automatically terminate, all without delivery of any instrument or performance of any act by any
Person.



ARTICLE X




THE AGENT



     10.1 Appointment; Nature of Relationship. BNPP is hereby appointed by each of the
Lenders as its contractual representative (herein referred to as the “Agent”) hereunder and under
each other Loan Document, and each of the Lenders irrevocably authorizes the Agent to act as the
contractual representative of such Lender with the rights and duties expressly set forth herein and
in the other Loan Documents. The Agent agrees to act as such contractual representative upon the
express conditions contained in this Article X. Notwithstanding the use of the defined term
“Agent”, it is expressly understood and agreed that the Agent shall not have any fiduciary
responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the
Agent is merely acting as the contractual representative of the Lenders with only those duties as
are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the
Lenders’ contractual representative, the Agent (a) does not hereby assume any fiduciary duties to
any of the Lenders, (b) is a “representative” of the Lenders within the meaning of Section 9-105 of
the New York Uniform Commercial Code and (c) is acting as an independent contractor, the rights and
duties of which are limited to those expressly set forth in this Agreement and the other Loan
Documents. Each of the Lenders hereby agrees to assert no claim against the Agent on any agency
theory or any other theory of liability for breach of fiduciary duty, all of which claims each
Lender hereby waives.



     10.2 Powers. The Agent shall have and may exercise such powers under the Loan
Documents as are specifically delegated to the Agent by the terms of each thereof, together with
such powers as are reasonably incidental thereto. The Agent shall have no implied duties to the
Lenders, or any obligation to



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the Lenders to take any action thereunder except any action
specifically provided by the Loan Documents to be taken by the Agent.



     10.3 General Immunity. Neither the Agent nor any of its directors, officers, agents
or employees shall be liable to the Borrower, any Lenders or any Issuer for any action taken or
omitted to be taken by it or them hereunder or under any other Loan Document or in connection
herewith or therewith except to the extent such action or inaction is determined in a final
non-appealable judgment by a court of competent jurisdiction to have arisen from the gross
negligence or willful misconduct of such Person.



     10.4 No Responsibility for Loans, Recitals, etc. Neither the Agent nor any of its
directors, officers, agents or employees shall be responsible for or have any duty to ascertain,
inquire into, or verify (a) any statement, warranty or representation made in connection with any
Loan Document or any borrowing hereunder; (b) the performance or observance of
any of the covenants or agreements of any obligor under any Loan Document, including, without
limitation, any agreement by an obligor to furnish information directly to each Lender; (c) the
satisfaction of any condition specified in Article IV, except receipt of items required to be
delivered solely to the Agent; (d) the existence or possible existence of any Default or Unmatured
Default; (e) the validity, enforceability, effectiveness, sufficiency or genuineness of any Loan
Document or any other instrument or writing furnished in connection therewith; (f) the value,
sufficiency, creation, perfection or priority of any Lien in any collateral security; or (g) the
financial condition of the Borrower or any guarantor of any of the Obligations or of any of the
Borrower’s or any such guarantor’s respective Subsidiaries. The Agent shall have no duty to
disclose to the Lenders information that is not required to be furnished by the Borrower to the
Agent at such time, but is voluntarily furnished by the Borrower to the Agent (either in its
capacity as Agent or in its individual capacity).



     10.5 Action on Instructions of Lenders. The Agent shall in all cases be fully
protected in acting, or in refraining from acting, hereunder and under any other Loan Document in
accordance with written instructions signed by the Required Lenders or 100% of the Lenders where
required hereunder, and such instructions and any action taken or failure to act pursuant thereto
shall be binding on all of the Lenders. The Lenders hereby acknowledge that the Agent shall be
under no duty to take any discretionary action permitted to be taken by it pursuant to the
provisions of this Agreement or any other Loan Document unless it shall be requested in writing to
do so by the Required Lenders. The Agent shall be fully justified in failing or refusing to take
any action hereunder and under any other Loan Document unless it shall first be indemnified to its
satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may
incur by reason of taking or continuing to take any such action.



     10.6 Employment of Agents and Counsel. The Agent may execute any of its duties as
Agent hereunder and under any other Loan Document by or through employees, agents, and
attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities
received by it or its authorized agents, for the default or misconduct of any such agents or
attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of
counsel concerning the contractual arrangement between the Agent and the Lenders and all matters
pertaining to the Agent’s duties hereunder and under any other Loan Document.



     10.7 Reliance on Documents; Counsel. The Agent shall be entitled to rely upon any
Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document
believed by it to be genuine and correct and to have been signed or sent by the proper Person or
Persons, and, in respect to legal matters, upon the opinion of counsel selected by the Agent, which
counsel may be employees of the Agent.



     10.8 Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and
indemnify the Agent ratably in proportion to their respective Commitments (or, if the Commitments
have been terminated, in proportion to their Commitments immediately prior to such termination)
(determined at



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the time such indemnity is sought) (a) for any amounts not reimbursed by the
Borrower for which the Agent is entitled to reimbursement by the Borrower under the Loan Documents,
(b) for any other expenses incurred by the Agent on behalf of the Lenders, in connection with the
preparation, execution, delivery, administration and enforcement of the Loan Documents (including,
without limitation, for any expenses incurred by the Agent in connection with any dispute between
the Agent and any Lender or between two or more of the Lenders) and (c) for
any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or
asserted against the Agent in any way relating to or arising out of the Loan Documents or any other
document delivered in connection therewith or the transactions contemplated thereby (including,
without limitation, for any such amounts incurred by or asserted against the Agent in connection
with any dispute between the Agent and any Lender or between two or more of the Lenders), or the
enforcement of any of the terms of the Loan Documents or of any such other documents, including any
of such arising from the Agent’s own negligence or under any doctrine of strict liability, in each
case in the Agent’s capacity as such, provided that (i) no Lender shall be liable for any of the
foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court
of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the
Agent and (ii) any indemnification required pursuant to Section 3.5(f) shall, notwithstanding the
provisions of this Section 10.8, be paid by the relevant Lender in accordance with the provisions
thereof. The obligations of the Lenders under this Section 10.8 shall survive payment of the
Obligations and termination of this Agreement.



     10.9 Notice of Default. The Agent shall not be deemed to have knowledge or notice of
the occurrence of any Default or Unmatured Default hereunder unless the Agent has received written
notice from a Lender or the Borrower referring to this Agreement describing such Default or
Unmatured Default and stating that such notice is a “notice of default.” In the event that the
Agent receives such a notice, the Agent shall give prompt notice thereof to the Lenders. Receipt
by Agent of a notice of termination from any of the Guarantors under the “Termination” Section of
the Guaranty shall be a notice of default.



     10.10 Rights as a Lender. In the event the Agent is a Lender, the Agent shall have
the same rights and powers hereunder and under any other Loan Document with respect to its
Commitment and its Credit Extensions as any Lender and may exercise the same as though it were not
the Agent, and the term “Lender” or “Lenders” shall, at any time when the Agent is a Lender, unless
the context otherwise indicates, include the Agent in its individual capacity. The Agent and its
Affiliates may accept deposits from, lend money to, and generally engage in any kind of trust,
debt, equity or other transaction, in addition to those contemplated by this Agreement or any other
Loan Document, with the Borrower or any of its Subsidiaries in which the Borrower or such
Subsidiary is not restricted hereby from engaging with any other Person. The Agent, in its
individual capacity, is not obligated to remain a Lender.



     10.11 Lender Credit Decision. Each Lender acknowledges that it has, independently and
without reliance upon the Agent, BNPPSC or any other Lender and based on the financial statements
prepared by the Borrower and such other documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement and the other Loan
Documents. Each Lender also acknowledges that it will, independently and without reliance upon the
Agent, BNPPSC or any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action
under this Agreement and the other Loan Documents.



     10.12 Successor Agent. The Agent may resign at any time by giving written notice
thereof to the Lenders and the Borrower, such resignation to be effective upon the appointment of a
successor Agent or, if no successor Agent has been appointed, forty-five days after the retiring
Agent gives notice of its intention to resign.
Upon any such resignation, the Required Lenders shall have the right to appoint, on behalf of
the Borrower and the Lenders, a successor Agent. If no successor Agent shall have been so



- 67 -









 







appointed by the Required Lenders within thirty days after the resigning Agent’s giving notice of
its intention to resign, then the resigning Agent may appoint, on behalf of the Borrower and the
Lenders, a successor Agent. Notwithstanding the previous sentence, the Agent may at any time
without the consent of the Borrower or any Lender, appoint any of its Affiliates which is a
commercial bank as a successor Agent hereunder. If the Agent has resigned and no successor Agent
has been appointed, the Lenders may perform all the duties of the Agent hereunder and the Borrower
shall make all payments in respect of the Obligations to the applicable Lender and for all other
purposes shall deal directly with the Lenders. No successor Agent shall be deemed to be appointed
hereunder until such successor Agent has accepted the appointment. Any such successor Agent shall
be a commercial bank having capital and retained earnings of at least $100,000,000. Upon the
acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges and duties of the
resigning Agent. Upon the effectiveness of the resignation of the Agent, the resigning Agent shall
be discharged from its duties and obligations hereunder and under the Loan Documents. After the
effectiveness of the resignation of an Agent, the provisions of this Article X shall continue in
effect for the benefit of such Agent in respect of any actions taken or omitted to be taken by it
while it was acting as the Agent hereunder and under the other Loan Documents. In the event that
there is a successor to the Agent by merger, or the Agent assigns its duties and obligations to an
Affiliate pursuant to this Section 10.12, then the term “Prime Rate” as used in this Agreement
shall mean the prime rate, base rate or other analogous rate of the new Agent.



     10.13 Agent’s Fee. The Borrower agrees to pay to the Agent, for its own account, the
fees agreed to by the Borrower and the Agent pursuant to the Fee Letter, or as otherwise agreed
from time to time.



     10.14 Delegation to Affiliates. The Borrower and the Lenders agree that the Agent may
delegate any of its duties under this Agreement to any of its Affiliates. Any such Affiliate (and
such Affiliate’s directors, officers, agents and employees) which performs duties in connection
with this Agreement shall be entitled to the same benefits of the indemnification, waiver and other
protective provisions to which the Agent is entitled under Article IX and Article X.



ARTICLE XI




SETOFF; RATABLE PAYMENTS



     11.1 Setoff.




     11.1.1 As Against the Borrower. In addition to, and without limitation of, any
rights of the Lenders under applicable law, if the Borrower becomes insolvent, however
evidenced, or any Default occurs, any and all deposits (including all account balances,
whether provisional or final and whether or not collected or available) and any other
Indebtedness at any time held or owing by any Lender or any Affiliate of any Lender to or
for the credit or account of the Borrower may be offset and applied toward the payment of
the Obligations then due and owing to such Lender.




     11.1.2 [Intentionally Omitted].



     11.2 Ratable Payments. If any Lender, whether by setoff or otherwise, has payment
made to it upon its Outstanding Credit Exposure (other than payments received pursuant to Section
3.1, Section 3.2, Section 3.4 or Section 3.5) in a greater proportion than that received by any
other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Aggregate
Outstanding Credit Exposure held by the other Lenders so that after such purchase each Lender will
hold its Pro Rata Share of the Aggregate Outstanding Credit Exposure. If any Lender, whether in
connection with setoff or amounts which might



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be subject to setoff or otherwise, receives
collateral or other protection for its Obligations or such amounts which may be subject to setoff,
such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share
in the benefits of such collateral ratably in proportion to their respective Pro Rata Shares of the
Aggregate Outstanding Credit Exposure. In case any such payment is disturbed by legal process, or
otherwise, appropriate further adjustments shall be made.



ARTICLE XII




BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS



     12.1 Successors and Assigns. The terms and provisions of the Loan Documents shall be
binding upon and inure to the benefit of the Borrower, the Guarantors, the Agent, the Lenders, any
Issuer and the Swing Line Lender and their respective successors and assigns, except that (a) the
Borrower shall not have the right to assign its rights or obligations under the Loan Documents and
(b) any assignment by any Lender must be made in compliance with Section 12.3. Notwithstanding
clause (b) of this Section, any Lender may at any time, without the consent of the Borrower or the
Agent, assign all or any portion of its rights under this Agreement and any Note to a Federal
Reserve Bank; provided, however, that no such assignment to a Federal Reserve Bank shall release
the transferor Lender from its obligations hereunder. The Agent may treat the Person which made
any Credit Extension or which holds any Note as the owner thereof for all purposes hereof unless
and until such Person complies with Section 12.3 in the case of an assignment thereof or, in the
case of any other transfer, a written notice of the transfer is filed with the Agent. Any assignee
or transferee of the rights to any Credit Extension or any Note agrees by acceptance of such
transfer or assignment to be bound by all the terms and provisions of the Loan Documents. Any
request, authority or consent of any Person, who at the time of making such request or giving such
authority or consent is the owner of the rights to any Credit Extension (whether or not a Note has
been issued in evidence thereof), shall be conclusive and binding on any subsequent holder,
transferee or assignee of the rights to such Credit Extension.



     12.2 Participations.




     12.2.1 Permitted Participants; Effect. Any Lender may, in the ordinary course
of its business and in accordance with applicable law, at any time sell to one or more banks
or other entities (“Participants”) participating interests in any Outstanding Credit
Exposure of such Lender, any Note held by such Lender, any Commitment of such Lender or any
other interest of such Lender under the Loan Documents. In the event of any such sale by a
Lender of participating interests to a Participant, such Lender’s obligations under the Loan
Documents shall remain unchanged, such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations, such Lender shall remain the owner
of its Outstanding Credit Exposure and the holder of any Note issued to it in evidence
thereof for all purposes under the
Loan Documents, all amounts payable by the Borrower under this Agreement shall be
determined as if such Lender had not sold such participating interests, and the Borrower and
the Agent shall continue to deal solely and directly with such Lender in connection with
such Lender’s rights and obligations under the Loan Documents.




     12.2.2 Voting Rights. Each Lender shall retain the sole right to approve,
without the consent of any Participant, any amendment, modification or waiver of any
provision of the Loan Documents other than any amendment, modification or waiver with
respect to any Credit Extension or Commitment in which such Participant has an interest
which forgives principal, interest, or any Reimbursement Obligation or reduces the interest
rate or fees payable with respect to any such Credit Extension or Commitment, extends the
Facility Termination Date, postpones any date fixed for any regularly-scheduled payment of
principal of or interest on any Loan in which



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such Participant has an interest, or any
regularly-scheduled payment of fees on any such Credit Extension or Commitment, releases any
guarantor of any such Credit Extension or releases any collateral held in the Facility LC
Collateral Account (except in accordance with the terms hereof).




     12.2.3 Benefit of Setoff. The Borrower agrees that each Participant shall be
deemed to have the right of setoff provided in Section 11.1 in respect of its
participating interest in amounts then due and owing under the Loan Documents to the same
extent as if the amount of its participating interest were owing directly to it as a Lender
under the Loan Documents, provided that each Lender shall retain the right of setoff
provided in Section 11.1 with respect to the amount of participating interests sold
to each Participant. The Lenders agree to share with each Participant, and each
Participant, by exercising the right of setoff provided in Section 11.1, agrees to
share with each Lender, any amount received pursuant to the exercise of its right of setoff,
such amounts to be shared in accordance with Section 11.2 as if each Participant
were a Lender.



     12.3 Assignments.




     12.3.1 Permitted Assignments. Any Lender may, in the ordinary course of its
business and in accordance with applicable law, at any time assign to one or more banks or
other entities (“Purchasers”) all or any part of its rights and obligations under
the Loan Documents, provided any such assignment must be of a Pro Rata Share of both the
Revolving Loan Commitment and the Facility LC Commitment of such assignor. Such assignment
shall be substantially in the form of Exhibit 12.3.1 or in such other form as may be
agreed to by the parties thereto. The consent of the Borrower (provided that the Borrower
shall be deemed to have consented to any such assignment unless it shall object thereto by
written notice to the Agent within five (5) Business Days after having received written
notice thereof), the Agent, the Swing Line Lender and each Issuer shall be required prior to
an assignment becoming effective; provided if a Default has occurred and is continuing, or
if the assignment is to a Lender or an Affiliate thereof, the consent of the Borrower shall
not be required. Such consent shall not be unreasonably withheld or delayed; provided,
however, that in the event that the prospective assignee is unable or unwilling to deliver
to the Borrower Forms W-8BEN or W-8ECI (or successor forms, as applicable) demonstrating
such assignee’s exemption from United States Taxes with respect to all interest payments to
be made to such assignee hereunder, then such inability or unwillingness shall constitute a
reasonable basis for refusing to consent to such transfer. Each such assignment with
respect to a Purchaser which is not a Lender or an Affiliate thereof shall (unless each of
the Borrower and the Agent otherwise consents) be in an amount not less than the lesser of
(i) $5,000,000 or (ii) the remaining amount of the assigning Lender’s Commitment (calculated
as at
the date of such assignment) or outstanding Credit Extensions (if the applicable
Commitment has been terminated), unless otherwise agreed by the Borrower and the Agent.




     12.3.2 Effect; Effective Date. Upon (i) delivery to the Agent of an
assignment, together with any consents required by Section 12.3.1, and (ii) payment
of a $3,500 fee to the Agent for processing such assignment, such assignment shall become
effective on the effective date specified in such assignment. The assignment shall contain
a representation by the Purchaser to the effect that none of the consideration used to make
the purchase of the Commitment and Outstanding Credit Exposure under the applicable
assignment agreement constitutes “plan assets” as defined under ERISA and that the rights
and interests of the Purchaser in and under the Loan Documents will not be “plan assets”
under ERISA. On and after the effective date of such assignment, such Purchaser shall for
all purposes be a Lender party to this Agreement and any other Loan Document executed by or
on behalf of the Lenders and shall have all the rights and obligations of a Lender under the
Loan Documents, to the same extent as if it were an original party hereto, and no further
consent or action by the Borrower, the Lenders or the Agent shall be required to release the



- 70 -









 







transferor Lender with respect to the percentage of the Aggregate Commitment and Outstanding
Credit Exposure assigned to such Purchaser. Upon the consummation of any assignment to a
Purchaser pursuant to this Section 12.3.2, the transferor Lender, the Agent and the
Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be
evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate,
replacement Notes are issued to such transferor Lender and new Notes or, as appropriate,
replacement Notes, are issued to such Purchaser, in each case in principal amounts
reflecting their respective Commitments, as adjusted pursuant to such assignment.




     12.3.3 Dissenting Lender. If any Lender shall inform the Agent that such
Lender (“Dissenting Lender”) will not consent to, or otherwise agree with, any
consent, waiver, amendment, supplement or other modification of any provisions of this
Agreement or any other Loan Document, or that such Dissenting Lender will not otherwise
agree with the decisions made by the Purchasing Lender (as defined below), the Lenders, the
Agent and the Borrower hereby agree that BNPP (or any successor Agent pursuant to the terms
hereof) in its individual capacity as a Lender (the “Purchasing Lender”) may, but
shall not be obligated to, with the Borrower’s consent, (a) purchase all of the Dissenting
Lenders’ rights and obligations under the Loan Documents pursuant to an assignment
substantially in the form of Exhibit 12.3.1 or in such other form as may be agreed
to by the parties thereto for cash consideration equal to 100% of the outstanding Advances,
interest, fees and other amounts then accrued but unpaid to such Dissenting Lender, (b)
assume all obligations of the Dissenting Lender under the Loan Documents which obligations
as to the Dissenting Lender shall be terminated as of such date, and (c) to comply with the
requirements of Section 12.3 applicable to such assignments; provided that, the
Borrower’s consent required under this Section shall not be unreasonably withheld and shall
not be required if an Event of Default has occurred and is continuing.



     12.4 Dissemination of Information. The Borrower authorizes each Lender to disclose to
any Participant or Purchaser or any other Person acquiring an interest in the Loan Documents by
operation of law (each, a “Transferee”) and any prospective Transferee any and all information in
such Lender’s possession concerning the creditworthiness of the Borrower and its Subsidiaries,
including without limitation any information contained in any Reports; provided that each
Transferee and prospective Transferee agrees to be bound by Section 9.10 of this Agreement.



     12.5 Tax Treatment. If any interest in any Loan Document is transferred to any Transferee which is organized
under the laws of any jurisdiction other than the United States or any State thereof, the
transferor Lender shall cause such Transferee, concurrently with the effectiveness of such
transfer, to comply with the provisions of Section 3.5(d).



ARTICLE XIII




NOTICES



     13.1 Notices. Except as otherwise permitted by Section 2.14 with respect to borrowing
notices, all notices, requests and other communications to any party hereunder shall be in writing
(including electronic transmission, facsimile transmission or similar writing) and shall be given
to such party: (a) in the case of the Borrower or the Agent, at its address or facsimile number set
forth on the signature pages hereof or in the case of electronic transmission, to the electronic
addresses given to the Agent in writing prior to the Effective Date, (b) in the case of any Lender,
at its address or facsimile number set forth on its signature page hereof or (c) in the case of any
party, at such other address or facsimile number as such party may hereafter specify for the
purpose by notice to the Agent and the Borrower in accordance with the provisions of this Section
13.1. Each such notice, request or other communication shall be effective (i) if



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given by
facsimile transmission, when transmitted to the facsimile number specified in this Section and
confirmation of receipt is received, (ii) if given by mail, 72 hours after such communication is
deposited in the mails with first class postage prepaid, addressed as aforesaid, or (iii) if given
by any other means, when delivered (or, in the case of electronic transmission, received) at the
address specified in this Section; provided that notices to the Agent under Article II shall not be
effective until received.



     13.2 Change of Address. The Borrower, the Agent and any Lender may each change the
address for service of notice upon it by a notice in writing to the other parties hereto.



ARTICLE XIV




COUNTERPARTS



     This Agreement may be executed in any number of counterparts, all of which taken together
shall constitute one agreement, and any of the parties hereto may execute this Agreement by signing
any such counterpart. This Agreement shall be effective when it has been executed by the Borrower,
the Agent, and the Lenders and each party has notified the Agent by facsimile transmission or
telephone that it has taken such action. Delivery of an executed counterpart of a signature page
to this Agreement by electronic transmission, facsimile transmission or similar writing shall be
effective as delivery of a manually executed counterpart to this Agreement.



ARTICLE XV




CHOICE OF LAW; CONSENT TO JURISDICTION;

WAIVER OF JURY TRIAL; ETC



     15.1 CHOICE OF LAW
.. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION)
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.



     15.2 CONSENT TO JURISDICTION. THE BORROWER AND EACH GUARANTOR HEREBY IRREVOCABLY
SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT
SITTING IN NEW YORK, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN
DOCUMENTS AND THE BORROWER AND EACH GUARANTOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT
OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES
ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT
THE RIGHT OF THE AGENT, ANY ISSUER OR ANY LENDER TO BRING PROCEEDINGS AGAINST THE



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BORROWER OR ANY
GUARANTOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE BORROWER OR ANY
GUARANTOR AGAINST THE AGENT, ANY ISSUER, ANY LENDER OR ANY AFFILIATE OF THE AGENT, ANY ISSUER OR
ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR
CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.



     15.3 WAIVER OF JURY TRIAL. THE BORROWER, EACH GUARANTOR, THE AGENT, EACH ISSUER AND
EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF,
RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.



     15.4 Judgment Currency. If for the purposes of obtaining judgment in any court it is
necessary to convert a sum due from the Borrower hereunder in the currency expressed to be payable
herein (the “specified currency”) into another currency, the parties hereto agree, to the fullest
extent that they may effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Agent could purchase the specified currency with such
other currency at the Agent’s main New York office on the Business Day preceding that on which
final, non-appealable judgment is given. The obligations of the Borrower in respect of any sum due
to any Lender, any Issuer or the Agent hereunder shall,
notwithstanding any judgment in a currency other than the specified currency, be discharged
only to the extent that on the Business Day following receipt by such Lender, such Issuer or the
Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender,
such Issuer or the Agent (as the case may be) may in accordance with normal, reasonable banking
procedures purchase the specified currency with such other currency. If the amount of the
specified currency so purchased is less than the sum originally due to such Lender, such Issuer or
the Agent, as the case may be, in the specified currency, the Borrower agrees, to the fullest
extent that it may effectively do so, as a separate obligation and notwithstanding any such
judgment, to indemnify such Lender, such Issuer or the Agent, as the case may be, against such
loss, and if the amount of the specified currency so purchased exceeds (a) the sum originally due
to any Lender, any Issuer or the Agent, as the case may be, in the specified currency and (b) any
amounts shared with other Lenders as a result of allocations of such excess as a disproportionate
payment to such Lender under Section 11.2, such Lender, such Issuer or the Agent, as the case may
be, agrees to remit such excess to the Borrower.



     15.5 USA PATRIOT Act. Each Lender hereby notifies the Borrower that pursuant to the
requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)), it is required to obtain, verify and record information that identifies the Borrower, which
information includes the name and address of the Borrower and other information that will allow
such Lender to identify the Borrower in accordance with said Act.



     15.6 Waiver of Immunity. To the extent that the Borrower or any Guarantor may be or
become entitled to claim for itself or its Property any immunity on the ground of sovereignty or
the like from suit, court jurisdiction, attachment prior to judgment, attachment in aid of
execution of a judgment or execution of a judgment, and to the extent that in any such jurisdiction
there may be attributed such an immunity (whether or not claimed), the Borrower and each Guarantor
hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity with respect to
its obligations under the Loan Documents.



     15.7 Delivery of Lender Addendum. Each Lender that executes and delivers a Lender
Addendum shall by executing its Lender Addendum be bound by and entitled to the benefits of the
Loan Documents as a Lender with the Commitments set forth opposite its name in such Lender
Addendum.



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     15.8 Separateness of Excluded SPV. The Lenders acknowledge (i) the separateness of
the Excluded SPV from other Persons, (ii) that each holder of the Excluded SPV Debt has likely
purchased or will likely purchase the Excluded SPV Debt in reliance upon the separateness of the
Excluded SPV from other Persons, (iii) that the Excluded SPV has assets and liabilities that are
separate from those of other Persons, (iv) that the obligations of the Borrower and the Guarantors
under the Loan Documents, and any certificate, notice, instrument or document delivered pursuant
thereto (A) do not constitute a debt or obligation of the Excluded SPV and (B) have not been
guaranteed by the Excluded SPV, and (v) that the Excluded SPV shall not be personally liable to the
Lenders for any amounts payable or any liability under any Loan Document or and any certificate,
notice, instrument or document delivered pursuant thereto.



[Remainder of this page intentionally left blank. Signature pages follow.]




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     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., as Borrower	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 /s/ Brian K. Ferraioli	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Brian K. Ferraioli	 	 
	 

	 	 	 	Title:
	 	Executive Vice President and 


Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Address:
	 	4171 Essen Lane	 	 
	 

	 	 	 	 	 	Baton Rouge, Louisiana 70809	 	 
	 

	 	 	 	 	 	Attention: David Kinnison	 	 
	 

	 	 	 	 	 	Telephone: 225-932-2573	 	 
	 

	 	 	 	 	 	Telecopy: 225-987-3114	 	 






Signature Page to Second Amended and Restated Credit Agreement

The Shaw Group Inc.




 









 





LFG SPECIALTIES, L.L.C., as a Guarantor




By its sole member:




	 	 	 	 	 
	 	EMCON/OWT, Inc.

 	 
	 	By:  	 /s/
David G. Kinnison	 
	 	 	Name:  	David G. Kinnison 	 
	 	 	Title:  	Assistant Treasurer 	 
	 



B.F. SHAW, INC.

COASTAL PLANNING & ENGINEERING, INC.

EMCON/OWT, INC.

FIELD SERVICES, INC.

SHAW BENECO, INC.

SHAW CONSULTANTS INTERNATIONAL, INC.

SHAW ENERGY & CHEMICALS INTERNATIONAL, INC.

SHAW ENERGY & CHEMICALS, INC.

SHAW ENVIRONMENTAL, INC.

SHAW ENVIRONMENTAL & INFRASTRUCTURE, INC.

SHAW INFRASTRUCTURE, INC.

SHAW INTERNATIONAL, INC.

SHAW MID STATES PIPE FABRICATING, INC.

SHAW NAPTECH, INC.

SHAW NORTH CAROLINA, INC.

SHAW POWER, INC.

SHAW SSS FABRICATORS, INC.

STONE & WEBSTER ASIA, INC.

STONE & WEBSTER INTERNATIONAL, INC.

STONE & WEBSTER, INC.,

each as a Guarantor




	 	 	 	 	 
	 	 	 
	 	By:  	
 /s/ David G. Kinnison	 
	 	 	Name:  	David G. Kinnison 	 
	 	 	Title:  	Assistant Treasurer 	 
	 



SHAW ALLOY PIPING PRODUCTS, LLC, as a Guarantor




By its sole member:




	 	 	 	 	 
	 	Shaw Fabrication & Manufacturing, Inc.

 	 
	 	By:  	 /s/
David G. Kinnison	 
	 	 	Name:  	David G. Kinnison 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 



Signature Page to Second Amended and Restated Credit Agreement

The Shaw Group Inc.





 









 





SHAW CONSTRUCTORS, INC., as a Guarantor




	 	 	 	 	 
	 	 	 
	 	By:  	
 /s/ Regina N. Hamilton	 
	 	 	Name:  	Regina N. Hamilton 	 
	 	 	Title:  	Assistant Secretary 	 
	 



SHAW FABRICATION & MANUFACTURING, INC., as a Guarantor




	 	 	 	 	 
	 	 	 
	 	By:  	
 /s/ Regina N. Hamilton	 
	 	 	Name:  	Regina N. Hamilton 	 
	 	 	Title:  	Assistant Secretary 	 
	 



SHAW FACILITIES, INC., as a Guarantor




	 	 	 	 	 
	 	 	 
	 	By:  	
 /s/ David G. Kinnison	 
	 	 	Name:  	David G. Kinnison 	 
	 	 	Title:  	President and Treasurer 	 
	 



SHAW GBB, LLC, as a Guarantor




By its sole member:




Shaw Environmental & Infrastructure, Inc.




	 	 	 	 	 
	 	 	 
	 	By:  	
 /s/ David G. Kinnison	 
	 	 	Name:  	David G. Kinnison 	 
	 	 	Title:  	Assistant Treasurer 	 
	 



SHAW GLOBAL ENERGY SERVICES, LLC, as a Guarantor




By its sole member:




Shaw Environmental, Inc.




	 	 	 	 	 
	 	 	 
	 	By:  	
 /s/ David G. Kinnison	 
	 	 	Name:  	David G. Kinnison 	 
	 	 	Title:  	Assistant Treasurer 	 
	 



Signature Page to Second Amended and Restated Credit Agreement

The Shaw Group Inc.





 









 





SHAW POWER SERVICES, LLC

SHAW SUNLAND FABRICATORS, LLC,

each as a Guarantor




By their sole member:





	 	 	 	 	 
	 	Shaw Fabrication & Manufacturing, Inc.	 
	 	 	 
	 	By:  	
 /s/ David G. Kinnison	 
	 	 	Name:  	David G. Kinnison 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 



SHAW RIO GRANDE VALLEY FABRICATION & MANUFACTURING, L.L.C., as a Guarantor




By its sole member:




Shaw Power Services, LLC

By its sole member:









	 	 	 	 	 	 	 

	 

	 	Shaw Fabrication & Manufacturing, Inc.	 	 
	 
	 

	 	By:	 	 /s/ David G. Kinnison	 	 
	 

	 	 	 	 

Name: David G. Kinnison
	 	 
	 

	 	 	 	Title: Vice President and Treasurer	 	 






STONE & WEBSTER CONSTRUCTION, INC., as a Guarantor




	 	 	 	 	 
	 	 	 
	 	By:  	
 /s/ Brandon Politz	 
	 	 	Name:  	Brandon Politz 	 
	 	 	Title:  	Vice President 	 
	 



THE LANDBANK GROUP, INC., as a Guarantor




	 	 	 	 	 
	 	 	 
	 	By:  	
 /s/ David G. Kinnison	 
	 	 	Name:  	David G. Kinnison 	 
	 	 	Title:  	Assistant Treasurer 	 
	 



Signature Page to Second Amended and Restated Credit Agreement

The Shaw Group Inc.





 









 









 









 












 









 












 









 












 









 












 









 












 









 












 









 












 









 












 









 












 









 












 









 












 









 












 









 












 









 












 









 












 









 












 









 












 









 












 









 












 









 












 









 












 









 













 












 






PRICING SCHEDULE




     The Applicable Margin and Applicable Fee Rate shall be determined in accordance with the
following table, so long as the Loans are rated by Moody’s and S&P, based upon the ratings by
Moody’s and S&P, respectively, applicable on such date to the Loans:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable	 	Applicable	 	Financial LC	 	Performance	 	Commitment
	Level	 	Rating Levels	 	LIBOR Margin	 	ABR Margin	 	Fee	 	LC Fee	 	Fee
	I
	 	BBB/Baa2 or above	 	 	1.50	%	 	 	0.50	%	 	 	1.50	%	 	 	0.90	%	 	 	0.25	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	II
	 	BBB-/Baa3	 	 	1.75	%	 	 	0.75	%	 	 	1.75	%	 	 	1.05	%	 	 	0.30	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	III
	 	BB+/Ba1	 	 	2.00	%	 	 	1.00	%	 	 	2.00	%	 	 	1.20	%	 	 	0.35	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IV
	 	BB/Ba2	 	 	2.25	%	 	 	1.25	%	 	 	2.25	%	 	 	1.35	%	 	 	0.40	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	V
	 	BB-/Ba3 or below	 	 	2.75	%	 	 	1.75	%	 	 	2.75	%	 	 	1.65	%	 	 	0.50	%






     For purposes of the foregoing pricing schedule, (a) if either Moody’s or S&P (but not
both) shall have in effect a rating for the Loans, then the level shall be based upon that rating;
(b) if the ratings established or deemed to have been established by Moody’s and S&P for the Loans,
as the case may be, shall fall within different Levels, the Applicable Margin and Applicable Fee
Rate shall be based on the higher of the two ratings unless one of the two ratings is two or more
Levels lower than the other, in which case the Applicable Margin and Applicable Fee Rate shall be
determined by reference to the Level next above that of the lower of the two ratings; and (c) if
the ratings established or deemed to have been established by Moody’s or S&P for the Loans shall be
changed (other than as a result of a change in the rating system of Moody’s or S&P), such change
shall be effective as of the date on which it is first announced or published by the applicable
rating agency or, in the absence of such announcement or publication, on the effective date of such
rating as determined by the Agent. Each change in the Applicable Margin and Applicable Fee Rate
shall apply during the period commencing on the effective date of such change and ending on the
date immediately preceding the effective date of the next such change. If the rating system of
Moody’s or S&P shall change, or if both such rating agencies shall cease to be in the business of
rating corporate debt obligations, the Borrower and the Lenders shall negotiate in good faith to
amend this definition to reflect such changed rating system or the unavailability of ratings from
such rating agencies and, pending the effectiveness of any such amendment, the Applicable Margin
and Applicable Fee Rate shall be determined by reference to the rating most recently in effect
prior to such change or cessation.



     The pricing above is in addition to fees paid per Section 4.1(b).



Exhibits and Schedules — Page 1






 









 








     If neither Moody’s nor S&P shall have in effect a rating for the Loans, the Applicable
Margin and Applicable Fee Rate shall be determined in accordance with the following table, based
upon the Leverage Ratio as of the then-most recently delivered financial statements of the Borrower
and its Subsidiaries referred to in Section 6.1:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable	 	Applicable	 	Financial LC	 	Performance	 	Commitment
	Level	 	Leverage Ratio	 	LIBOR Margin	 	ABR Margin	 	Fee	 	LC Fee	 	Fee
	I
	 	< 0.75 to 1.00	 	 	1.75	%	 	 	0.75	%	 	 	1.75	%	 	 	1.05	%	 	 	0.30	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	II
	 	≥ 0.75 to 1.00 but < 1.25 to 1.00	 	 	2.00	%	 	 	1.00	%	 	 	2.00	%	 	 	1.20	%	 	 	0.35	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	III
	 	≥ 1.25 to 1.00 but < 1.75 to 1.00	 	 	2.25	%	 	 	1.25	%	 	 	2.25	%	 	 	1.35	%	 	 	0.40	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IV
	 	≥ 1.75 to 1.00	 	 	2.75	%	 	 	1.75	%	 	 	2.75	%	 	 	1.75	%	 	 	0.50	%






     The pricing above is in addition to fees paid per Section 4.1(b).



Exhibits and Schedules — Page 2







 









 








EXHIBIT 2.13(d)

NOTE




[Date]



     The Shaw Group Inc., a Louisiana corporation (the “Borrower”), promises to pay
__________________________ (the “Lender”) the aggregate unpaid principal amount of all
Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as
hereinafter defined), in immediately available funds at the main office of BNP Paribas,
[______________________], together with interest on the unpaid principal amount hereof at the rates
and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued
and unpaid interest on the Loans in full on the Facility Termination Date.



     The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or
otherwise record in accordance with its usual practice, the date and amount of each Loan and the
date and amount of each principal payment hereunder.



     This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the
Second Amended and Restated Credit Agreement dated as of June 15, 2011 (which, as it may be amended
or modified and in effect from time to time, is herein called the “Agreement”), among the
Borrower, the lenders party thereto, including the Lender and BNP Paribas, as an Issuer and as
Agent. Reference is hereby made to this Agreement for a statement of the terms and conditions
governing this Note, including the terms and conditions under which this Note may be prepaid or its
maturity date accelerated. This Note is guaranteed pursuant to the Guaranty, as more specifically
described in the Agreement, and reference is made thereto for a statement of the terms and
provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with
the meanings attributed to them in the Agreement.



	 	 	 	 	 
	 	THE SHAW GROUP INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibits and Schedules — Page 3







 









 








SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL

TO

NOTE OF _______________,

DATED _______________,





	 	 	 	 	 	 	 	 	 
	 	 	Principal Amount	 	Maturity of	 	Principal Amount	 	Unpaid
	Date	 	of Loan	 	Interest Period	 	Paid	 	Balance
	 
	 	 	 	 	 	 	 	 






Exhibits and Schedules — Page 4





 









 








EXHIBIT 2.21

FORM OF LENDER ADDENDUM




LENDER ADDENDUM



               Reference is made to the Second Amended and Restated Credit Agreement dated as of June 15,
2011 (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 the amendment and restatement of the Existing Facility, 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 _____.



	 	 	 	 	 
	 	[NAME OF LENDER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 

	Accepted and agreed this day of [         ]:	 	 
	THE SHAW GROUP INC.	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 
	 
	 	 	 	 
	BNP PARIBAS, as Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 






Exhibits and Schedules — Page 5






 









 








EXHIBIT 6.1(d) COMPLIANCE CERTIFICATE




[date]




			
	To:	 	The Lenders party to the

Credit Agreement Described Below





     This Compliance Certificate is furnished pursuant to that certain Second Amended and Restated
Credit Agreement dated as of June 15, 2011 (as amended, modified, renewed or extended from time to
time, the “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. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate
have the meanings attributed to them in the Agreement.



     THE UNDERSIGNED HEREBY CERTIFIES THAT:



     1. I am the duly elected chief financial officer of the Borrower.



     2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under
my supervision, a detailed review of the transactions and conditions of the Borrower and its
Subsidiaries during the accounting period covered by the attached financial statements.



     3. The examinations described in paragraph 2 did not disclose, and I have no knowledge
of, the existence of any condition or event which constitutes a Default or Unmatured Default during
or at the end of the accounting period covered by the attached financial statements or as of the
date of this Certificate, except as set forth below.



     4. Schedule I attached hereto sets forth financial data and computations evidencing
the Borrower’s compliance with certain covenants of the Agreement, all of which data and
computations are true, complete and correct.



     6. Schedule II attached hereto sets forth the various reports and deliveries which are
required at this time under the Agreement and the other Loan Documents and the status of
compliance.



     Described below are the exceptions, if any, to paragraph 3 listing the nature and
stating the condition or event which constitutes a Default or Unmatured Default, the period during
which it has existed and the action which the Borrower has taken, is taking, or proposes to take
with respect to each such condition or event:



 





 





 





 





     The foregoing certifications, together with the schedules attached hereto and the financial
statements delivered with this Certificate in support hereof, are made and delivered this _____ day
of _______________, ____.



Exhibits and Schedules — Page 6




 









 








	 	 	 	 	 
	 	The Shaw Group Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibits and Schedules — Page 7







 









 








SCHEDULE I TO COMPLIANCE CERTIFICATE




Compliance as of _________, ____ with

Provisions of Section 6.21 of the Agreement



Exhibits and Schedules — Page 8







 









 








SCHEDULE II TO COMPLIANCE CERTIFICATE




Reports and Deliveries Currently Due



Exhibits and Schedules — Page 9






 









 








EXHIBIT 6.1(i)




BACKLOG REPORT



THE SHAW GROUP INC.



MAJOR PROJECTS CONSOLIDATED PROGRESS TO DATE

As of _____________________________



Includes Projects with $10 million or More in Backlog

($ in 000’s)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	BILLINGS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	TOTAL	 	 	 	 	 	EARNED	 	COSTS & EARNINGS	 	IN EXCESS OF
	 	 	 	 	PROJECT	 	PROJECT	 	 	 	FORECASTED	 	TOTAL	 	GROSS	 	EARNED	 	COSTS TO	 	GROSS	 	IN EXCESS	 	COSTS &
	CUSTOMER	 	BUSINESS	 	LOCATION	 	SCOPE	 	FIRM	 	REVENUE	 	COSTS	 	MARGIN	 	REVENUE	 	DATE	 	MARGIN	 	OF BILLINGS	 	EARNINGS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





Exhibits and Schedules — Page 10







 









 








EXHIBIT 12.3.1 ASSIGNMENT AGREEMENT




     This Assignment Agreement (this “Assignment Agreement”) between _______________
__________________(the “Assignor”) and _________________________ (the “Assignee”)
is dated as of _____________, 20__. The parties hereto agree as follows:



     1. PRELIMINARY STATEMENT. The Assignor is a party to a Second Amended and Restated
Credit Agreement (which, as it may be amended, modified, renewed or extended from time to time is
herein called the “Credit Agreement”) described in Item 1 of Schedule 1 attached
hereto (“Schedule 1”). Capitalized terms used herein and not otherwise defined herein
shall have the meanings attributed to them in the Credit Agreement.



     2. ASSIGNMENT AND ASSUMPTION. The Assignor hereby sells and assigns to the Assignee,
and the Assignee hereby purchases and assumes from the Assignor, an interest in and to the
Assignor’s rights and obligations under the Credit Agreement and the other Loan Documents, such
that after giving effect to such assignment the Assignee shall have purchased pursuant to this
Assignment Agreement the percentage interest specified in Item 3 of Schedule 1 of all
outstanding rights and obligations under the Credit Agreement and the other Loan Documents relating
to the facilities listed in Item 3 of Schedule 1. The aggregate Commitment (or Loans, if
the applicable Commitment has been terminated) purchased by the Assignee hereunder is set forth in
Item 4 of Schedule 1.



     3. EFFECTIVE DATE. The effective date of this Assignment Agreement (the
“Effective Date”) shall be the later of the date specified in Item 5 of Schedule 1
or two Business Days (or such shorter period agreed to by the Agent) after this Assignment
Agreement, together with any consents required under the Credit Agreement, are delivered to the
Agent. In no event will the Effective Date occur if (i) the payments required to be made by the
Assignee to the Assignor on the Effective Date are not made on the proposed Effective Date and (ii)
the payment of the recordation fee, described in Section 5 of this Assignment Agreement, is not
made to the Agent on or before the Effective Date. If the Assignee is not incorporated under the
laws of the United States of America or a state thereof, the Effective Date will not occur unless
the Assignee delivers to the Borrower and the Agent concurrently with the Effective Date two duly
completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI (or replacement or
successor forms, as the case may be), certifying in either case that the Assignee is entitled to
receive payments under the Loan Documents without deduction or withholding of any United States
federal income taxes.



     4. PAYMENT OBLIGATIONS. In consideration for the sale and assignment of Outstanding
Credit Exposure hereunder, the Assignee shall pay the Assignor, on the Effective Date, the amount
agreed to by the Assignor and the Assignee. On and after the Effective Date, the Assignee shall be
entitled to receive from the Agent all payments of principal, interest, Reimbursement Obligations
and fees with respect to the interest assigned hereby. The Assignee will promptly remit to the
Assignor any interest on Credit Extensions and fees received from the Agent which relate to the
portion of the Commitment or Outstanding Credit Exposure assigned to the Assignee hereunder for
periods prior to the Effective Date and not previously paid by the Assignee to the Assignor. In
the event that either party hereto receives any payment to which the other party hereto is entitled
under this Assignment Agreement, then the party receiving such amount shall promptly remit it to
the other party hereto.



     5. RECORDATION FEE. The Assignor and Assignee each agree to pay one-half of the
recordation fee required to be paid to the Agent in connection with this Assignment Agreement
unless otherwise specified in Item 6 of Schedule 1.



Exhibits and Schedules — Page 11





 









 








     6. REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE ASSIGNOR’S LIABILITY. The
Assignor represents and warrants that (i) it is the legal and beneficial owner of the interest
being assigned by it hereunder, (ii) such interest is free and clear of any adverse claim created
by the Assignor and (iii) the execution and delivery of this Assignment Agreement by the Assignor
is duly authorized. It is understood and agreed that the assignment and assumption hereunder are
made without recourse to the Assignor and that the Assignor makes no other representation or
warranty of any kind to the Assignee. Neither the Assignor nor any of its officers, directors,
employees, agents or attorneys shall be responsible for (i) the due execution, legality, validity,
enforceability, genuineness, sufficiency or collectability of any Loan Document, including without
limitation, documents granting the Assignor and the other Lenders a security interest in assets of
the Borrower or any guarantor, (ii) any representation, warranty or statement made in or in
connection with any of the Loan Documents, (iii) the financial condition or creditworthiness of the
Borrower or any guarantor, (iv) the performance of or compliance with any of the terms or
provisions of any of the Loan Documents, (v) inspecting any of the property, books or records of
the Borrower, (vi) the validity, enforceability, perfection, priority, condition, value or
sufficiency of any collateral securing or purporting to secure the Credit Extensions or (vii) any
mistake, error of judgment, or action taken or omitted to be taken in connection with the Credit
Extensions or the Loan Documents.



     7. REPRESENTATIONS AND UNDERTAKINGS OF THE ASSIGNEE. The Assignee (i) confirms that
it has received a copy of the Credit Agreement, together with copies of the financial statements
requested by the Assignee and such other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into this Assignment Agreement, (ii) agrees that
it will, independently and without reliance upon the Agent, the Assignor or any other Lender and
based on such documents and information at it shall deem appropriate at the time, continue to make
its own credit decisions in taking or not taking action under the Loan Documents, (iii) appoints
and authorizes the Agent to take such action as agent on its behalf and to exercise such powers
under the Loan Documents as are delegated to the Agent by the terms thereof, together with such
powers as are reasonably incidental thereto, (iv) confirms that the execution and delivery of this
Assignment Agreement by the Assignee is duly authorized, (v) agrees that it will perform in
accordance with their terms all of the obligations which by the terms of the Loan Documents are
required to be performed by it as a Lender, (vi) agrees that its payment instructions and notice
instructions are as set forth in the attachment to Schedule 1, (vii) confirms that none of
the funds, monies, assets or other consideration being used to make the purchase and assumption
hereunder are “plan assets” as defined under ERISA and that its rights, benefits and interests in
and under the Loan Documents will not be “plan assets” under ERISA, (viii) agrees to indemnify and
hold the Assignor harmless against all losses, costs and expenses (including, without limitation,
reasonable attorneys’ fees) and liabilities incurred by the Assignor in connection with or arising
in any manner from the Assignee’s non-performance of the obligations assumed under this Assignment
Agreement, and (ix) if applicable, attaches the forms prescribed by the Internal Revenue Service of
the United States certifying that the Assignee is entitled to receive payments under the Loan
Documents without deduction or withholding of any United States federal income taxes.



     8. GOVERNING LAW. This Assignment Agreement shall be governed by the internal law,
and not the law of conflicts, of the State of New York and the United States of America.



     9. NOTICES. Notices shall be given under this Assignment Agreement in the manner set
forth in the Credit Agreement. For the purpose hereof, the addresses of the parties hereto (until
notice of a change is delivered) shall be the address set forth in the attachment to Schedule
1.



     10. COUNTERPARTS; DELIVERY BY FACSIMILE. This Assignment Agreement may be executed in
counterparts. Transmission by facsimile of an executed counterpart of this Assignment



Exhibits and Schedules — Page 12





 









 







Agreement shall be deemed to constitute due and sufficient delivery of such counterpart and
such facsimile shall be deemed to be an original counterpart of this Assignment Agreement.




     IN WITNESS WHEREOF, the duly authorized officers of the parties hereto have executed this
Assignment Agreement by executing Schedule 1 hereto as of the date first above written.



Exhibits and Schedules — Page 13






 









 








SCHEDULE 1 to Assignment Agreement





	1.	 	Description and Date of Credit Agreement: Second Amended and Restated Credit Agreement dated as of June 15, 2011 among
The Shaw Group Inc., the lenders party thereto, and BNP Paribas, as Agent
	 
	2.	 	Date of Assignment Agreement:                     _______________, 20_____
	 
	3.	 	Amounts (As of Date of Item 2 above):





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Revolving Loan	 	Facility LC
	 	 	 	 	 	 	Commitment	 	Commitment
	 

	 	a.
	 	Assignee’s percentage
of each Facility
purchased under the
Assignment Agreement*
	 	                    %
	 	                    %
	 
	 	 	 	 	 	 	 	 
	 

	 	b.
	 	Amount of each
Facility purchased under
the Assignment Agreement*
	 	$                    
	 	$                    
	 
	 	 	 	 	 	 	 	 
	4.	 	Assignee’s Commitment (or
Outstanding Credit Exposure with
respect to terminated Commitments)
purchased hereunder:	 	$                    	 	$                    







	5.	 	Proposed Effective Date:                                         , 20_____
	 
	6.	 	Non-standard Recordation Fee Arrangement                      N/A**





[Assignor/Assignee

to pay 100% of fee]




	 	 	 	 	 	 	 	 	 

	Accepted and Agreed:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	[NAME OF ASSIGNOR]	 	[NAME OF ASSIGNEE]	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 
	Name:

	 	 	 	Name:	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 
	Title:

	 	 	 	Title:	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 






Exhibits and Schedules — Page 14





 









 








	 	 	 	 	 	 	 	 	 

	ACCEPTED AND CONSENTED 

TO *** BY	 	ACCEPTED AND CONSENTED

TO*** BY	 	 
	 
	 	 	 	 	 	 	 	 
	The Shaw Group Inc.	 	BNP Paribas, as Agent and as Swing Line Lender	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 
	Name:

	 	 	 	Name:	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 
	Title:

	 	 	 	Title:	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 








 




			
	*	 	Percentage taken to 10 decimal places
	 
	**	 	If fee is split 50-50, pick N/A as option
	 
	***	 	Delete if not required by Credit Agreement





Exhibits and Schedules — Page 15





 











 





Attachment to SCHEDULE 1 to ASSIGNMENT AGREEMENT




ADMINISTRATIVE INFORMATION SHEET



Attach Assignor’s Administrative Information Sheet, which must

include notice addresses for the Assignor and the Assignee

(Sample form shown below)



ASSIGNOR INFORMATION



Contact:




	 	 	 	 	 

	Name:
 

	 	Telephone No.:
 
	 	 






	 	 	 	 	 	 	 

	Fax No.:
 

	 	Telex No.:	 

	 	 
	 

	 	 	 	Answerback:	 	 
	 

	 	 	 	 

	 	 






Payment Information:




	 	 	 	 	 

	Name & ABA # of Destination Bank:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Account Name & Number for Wire Transfer:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	Other Instructions:

 

	 	 
	 

	 	
	 	 
	 	 	 





	 	 	 	 	 

	Address for Notices for Assignor:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 






ASSIGNEE INFORMATION

Credit Contact:




	 	 	 	 	 
	Name:
 

	 	Telephone No.: 
	 	 






	 	 	 	 	 

	Fax No.:
 

	 	Telex No.:
 
	 	 






	 	 	 	 	 

	 

	 	Answerback:	 	 
	 

	 	 

	 	 






Key Operations Contacts:




	 	 	 	 	 

	Booking Installation:

	 	Booking Installation:	 	 
	 


	 	 

	 	 
	Name:

	 	Name:	 	 
	 


	 	 

	 	 
	Telephone No.:

	 	Telephone No.:	 	 
	 


	 	 

	 	 
	Fax No.:

	 	Fax No.:	 	 
	 


	 	 

	 	 
	Telex No.:

	 	Telex No.:	 	 
	 


	 	 

	 	 
	Answerback:

	 	Answerback:	 	 
	 


	 	 

	 	 






Payment Information:




	 	 	 	 	 

	Name & ABA # of Destination Bank:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 


	 	 
	Account Name & Number for Wire Transfer:

	 	 
 

	 	 
	 
	 

	 	 


	 	 






Other Instructions:
 





Exhibits and Schedules — Page 16









 







	 	 	 	 	 

	 

	 	 
	 
	 	 	 	 
	Address for Notices for Assignee:

	 	 
 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 






Exhibits and Schedules — Page 17









 






AGENT INFORMATION




     Assignee will be called promptly upon receipt of the signed agreement.



	 	 	 

	Initial Funding Contact:

	 	Subsequent Operations Contact:
	 
	 	 
	Name: _

	 	Name: _
	 
	 	 
	Telephone No.: (___)_

	 	Telephone No.: (___)_
	 
	 	 
	Fax No.: (___) _____

	 	Fax No.: (___) _____
	 
	 	 
	BNPP Telex No.:                                         
	 	 






Initial Funding Standards:



Libor — Fund 2 days after rates are set.



BNPP Wire Instructions:



Address for Notices for BNP:




Exhibits and Schedules — Page 18









 








SCHEDULE 2.19




EXISTING FACILITY LETTERS OF CREDIT

AS OF JUNE 8, 2011



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	BANK EXPIRY	 	 	 	 
	LC NUMBER	 	BENEFICIARY	 	 	DATE	 	 	AMOUNT (USD)	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





**






Exhibits and Schedules — Page 19









 








SCHEDULE 5.7




LITIGATION AND CONTINGENT OBLIGATIONS



None.



Exhibits and Schedules — Page 20









 





Schedule 5.8 — Subsidiaries




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Domestic	 	 	 	Percent	 	Material
	Subsidiary Name	 	Jurisdiction	 	Subsidiary Owner Name	 	Owned	 	Subsidiaries
	ACL Piping, Inc.
	 	Texas	 	The Shaw Group Inc.	 	 	100.0000	 	 	 
	Aiton & Co Limited
	 	England & Wales	 	Shaw Group UK Limited	 	 	100.0000	 	 	 
	American Plastic Pipe and Supply, L.L.C.
	 	Louisiana	 	EMCON/OWT, Inc.	 	 	100.0000	 	 	 
	Arlington Avenue E Venture, LLC
	 	Delaware	 	LandBank Properties, L.L.C.	 	 	100.0000	 	 	 
	Atlantic Contingency Constructors, LLC
	 	Louisiana	 	Shaw Environmental & Infrastructure, Inc.	 	 	60.0000	 	 	 
	B.F. Shaw, Inc.
	 	South Carolina	 	The Shaw Group Inc.	 	 	100.0000	 	 	X
	Badger Technologies, L.L.C.
	 	Louisiana	 	Stone & Webster Process Technology, Inc.	 	 	100.0000	 	 	 
	Badger Technology Holdings, L.L.C.
	 	Louisiana	 	Badger Technologies, L.L.C.	 	 	100.0000	 	 	 
	Benicia North Gateway II, L.L.C.
	 	Louisiana	 	LandBank Properties, L.L.C.	 	 	100.0000	 	 	 
	C.B.P. Engineering Corp.
	 	Illinois	 	Prospect Industries (Holdings) Inc.	 	 	100.0000	 	 	 
	Camden Road Venture, LLC
	 	Delaware	 	LandBank Properties, L.L.C.	 	 	100.0000	 	 	 
	Chimento Wetlands, L.L.C.
	 	Louisiana	 	LandBank Properties, L.L.C.	 	 	100.0000	 	 	 
	Coastal Consultoria Ambiental Ltda.
	 	Brazil	 	Coastal Planning & Engineering, Inc.	 	 	100.0000	 	 	 
	Coastal Estuary Services, L.L.C.
	 	Louisiana	 	Shaw Environmental & Infrastructure, Inc.	 	 	50.1000	 	 	 
	Coastal Infrastructure Solutions, LLC
	 	Louisiana	 	Shaw Environmental & Infrastructure, Inc.	 	 	80.0000	 	 	 
	Coastal Planning & Engineering, Inc.
	 	Florida	 	Shaw Environmental & Infrastructure, Inc.	 	 	100.0000	 	 	X
	Cojafex B.V.
	 	Netherlands	 	The Shaw Group Inc.	 	 	100.0000	 	 	 
	EDS Equipment Company, LLC
	 	Delaware	 	Shaw Transmission & Distribution Services, Inc.	 	 	100.0000	 	 	 
	EMCON/OWT, Inc.
	 	Louisiana	 	Shaw Environmental & Infrastructure, Inc.	 	 	100.0000	 	 	X
	Environmental Solutions (Cayman) Ltd.
	 	Cayman Islands	 	Environmental Solutions Holding Ltd.	 	 	100.0000	 	 	 
	Environmental Solutions Holding Ltd.
	 	Cayman Islands	 	GHG Solutions, Inc.	 	 	100.0000	 	 	 
	Environmental Solutions Ltd.
	 	Cayman Islands	 	Environmental Solutions (Cayman) Ltd.	 	 	100.0000	 	 	 
	Environmental Solutions of Ecuador S.A. Envisolutec
	 	Ecuador	 	Environmental Solutions Ltd.	 	 	99.8750	 	 	 
	Field Services Canada Inc.
	 	New Brunswick	 	Shaw Canada L.P.	 	 	100.0000	 	 	 
	Field Services, Inc.
	 	Louisiana	 	Stone & Webster, Inc.	 	 	100.0000	 	 	X
	Findlay Inn Limited Partnership
	 	Unknown	 	Shaw Environmental & Infrastructure, Inc.	 	 	100.0000	 	 	 
	Ft. Leonard Wood Management Company, L.L.C.
	 	Louisiana	 	Shaw Ft. Leonard Wood Housing II, L.L.C.	 	 	100.0000	 	 	 
	GFM Real Estate LLC
	 	Louisiana	 	Shaw Facilities, Inc.	 	 	100.0000	 	 	 
	GHG Solutions, Inc.
	 	Louisiana	 	Shaw Environmental & Infrastructure, Inc.	 	 	100.0000	 	 	 
	Great Southwest Parkway Venture, LLC
	 	Delaware	 	LandBank Properties, L.L.C.	 	 	100.0000	 	 	 
	Greater Baton Rouge Ethanol, L.L.C.
	 	Louisiana	 	Shaw Biofuels, L.L.C.	 	 	100.0000	 	 	 
	HL Newhall II, L.L.C.
	 	Louisiana	 	LandBank Properties, L.L.C.	 	 	100.0000	 	 	 
	Holding Manufacturas Shaw South America, C.A.
	 	Venezuela	 	Manufacturas Shaw South America, C.A.	 	 	50.0000	 	 	 
	Holding Manufacturas Shaw South America, C.A.
	 	Venezuela	 	Shaw International, Inc.	 	 	50.0000	 	 	 
	Integrated Site Solutions, L.L.C.
	 	Michigan	 	Shaw Environmental & Infrastructure, Inc.	 	 	100.0000	 	 	 






Exhibits and Schedules — Page 21









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	Domestic	 	 	 	Percent	 	Material
	Subsidiary Name	 	Jurisdiction	 	Subsidiary Owner Name	 	Owned	 	Subsidiaries
	International Consultants, L.L.C.
	 	Louisiana	 	Stone & Webster, Inc.	 	 	100.0000	 	 	 
	IT Holdings Canada, Inc.
	 	New Brunswick	 	Stone & Webster Canada Holding One (N.S.), ULC	 	 	100.0000	 	 	 
	Jernee Mill Road, L.L.C.
	 	Louisiana	 	LandBank Properties, L.L.C.	 	 	100.0000	 	 	 
	Kato Road II, L.L.C.
	 	Louisiana	 	LandBank Properties, L.L.C.	 	 	100.0000	 	 	 
	Kings Bay Support Services, LLC
	 	Delaware	 	Shaw Environmental & Infrastructure, Inc.	 	 	65.0000	 	 	 
	KIP I, L.L.C.
	 	Louisiana	 	LandBank Properties, L.L.C.	 	 	100.0000	 	 	 
	LandBank Baker, L.L.C.
	 	Louisiana	 	LandBank Properties, L.L.C.	 	 	100.0000	 	 	 
	LandBank Properties, L.L.C.
	 	Louisiana	 	The LandBank Group, Inc.	 	 	100.0000	 	 	 
	LFG Specialties, L.L.C.
	 	Louisiana	 	EMCON/OWT, Inc.	 	 	100.0000	 	 	X
	Lone Star Fabricators, Inc.
	 	Texas	 	The Shaw Group Inc.	 	 	100.0000	 	 	 
	Manufacturas Shaw South America, C.A.
	 	Venezuela	 	Shaw International, Inc.	 	 	100.0000	 	 	 
	Millstone River Wetland Services, L.L.C.
	 	Louisiana	 	LandBank Properties, L.L.C.	 	 	100.0000	 	 	 
	Norwood Venture I, L.L.C.
	 	Louisiana	 	LandBank Properties, L.L.C.	 	 	100.0000	 	 	 
	Nuclear Technology Solutions, L.L.C.
	 	Delaware	 	S C Woods, L.L.C.	 	 	100.0000	 	 	 
	Otay Mesa Ventures II, L.L.C.
	 	Louisiana	 	LandBank Properties, L.L.C.	 	 	100.0000	 	 	 
	Pacific Support Group LLC
	 	Hawaii	 	Shaw California, L.L.C.	 	 	75.0000	 	 	 
	Pike Properties I, Inc.
	 	Louisiana	 	The Shaw Group Inc.	 	 	100.0000	 	 	 
	Pike Properties II, Inc.
	 	Louisiana	 	The Shaw Group Inc.	 	 	100.0000	 	 	 
	Pipework Engineering and Developments Limited
	 	England & Wales	 	Shaw Group UK Holdings	 	 	100.0000	 	 	 
	Plattsburg Venture, L.L.C.
	 	Louisiana	 	LandBank Properties, L.L.C.	 	 	100.0000	 	 	 
	Prospect Industries (Holdings) Inc.
	 	Delaware	 	Shaw Power Services, LLC	 	 	100.0000	 	 	 
	PT Stone & Webster Indonesia
	 	Jakarta-Indonesia	 	Stone & Webster Asia, Inc.	 	 	75.0000	 	 	 
	Raritan Venture I, L.L.C.
	 	Louisiana	 	LandBank Properties, L.L.C.	 	 	100.0000	 	 	 
	S C Woods, L.L.C.
	 	Delaware	 	Stone & Webster, Inc.	 	 	100.0000	 	 	 
	SELS Administrative Services, L.L.C.
	 	Missouri	 	Shaw Environmental Liability Solutions, L.L.C.	 	 	100.0000	 	 	 
	Shaw A/DE, Inc.
	 	Louisiana	 	Shaw Fronek Company (FCI), Inc.	 	 	100.0000	 	 	 
	Shaw Aiton Australia Pty Limited
	 	New South Wales-Australia	 	The Shaw Group Inc.	 	 	99.9998	 	 	 
	Shaw Alaska, Inc.
	 	Alaska	 	The Shaw Group Inc.	 	 	100.0000	 	 	 
	Shaw Alloy Piping Products, LLC
	 	Louisiana	 	Shaw Fabrication & Manufacturing, Inc.	 	 	100.0000	 	 	X
	Shaw Americas, L.L.C.
	 	Louisiana	 	The Shaw Group Inc.	 	 	100.0000	 	 	 
	Shaw APP Tubeline, Inc.
	 	New Jersey	 	Shaw Alloy Piping Products, LLC	 	 	100.0000	 	 	 
	Shaw AREVA Mox Services, LLC
	 	South Carolina	 	Shaw Environmental & Infrastructure, Inc.	 	 	30.0000	 	 	 
	Shaw AREVA Mox Services, LLC
	 	South Carolina	 	Shaw Project Services Group, Inc.	 	 	40.0000	 	 	 
	Shaw Beale Housing, L.L.C.
	 	Louisiana	 	Shaw Infrastructure, Inc.	 	 	100.0000	 	 	 
	Shaw Beneco, Inc.
	 	Louisiana	 	The Shaw Group Inc.	 	 	100.0000	 	 	X
	Shaw Biofuels, L.L.C.
	 	Louisiana	 	Shaw Capital, Inc.	 	 	100.0000	 	 	 
	Shaw California, L.L.C.
	 	Louisiana	 	Shaw Environmental, Inc.	 	 	100.0000	 	 	 
	Shaw Canada L.P.
	 	Ontario	 	Stone & Webster Canada Holding One (N.S.), ULC	 	 	99.0000	 	 	 
	Shaw Capital (Cayman)
	 	Cayman Islands	 	Shaw Capital, Inc.	 	 	100.0000	 	 	 
	Shaw Capital, Inc.
	 	Louisiana	 	The Shaw Group Inc.	 	 	100.0000	 	 	 
	Shaw CENTCOM Services, L.L.C.
	 	Louisiana	 	Shaw Environmental & Infrastructure, Inc.	 	 	60.0000	 	 	 






Exhibits and Schedules — Page 22









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	Domestic	 	 	 	Percent	 	Material
	Subsidiary Name	 	Jurisdiction	 	Subsidiary Owner Name	 	Owned	 	Subsidiaries
	Shaw CMS, Inc.
	 	Delaware	 	Shaw Environmental & Infrastructure, Inc.	 	 	100.0000	 	 	 
	Shaw Coastal, Inc.
	 	Louisiana	 	The Shaw Group Inc.	 	 	100.0000	 	 	 
	Shaw Connex, Inc.
	 	Delaware	 	Prospect Industries (Holdings) Inc.	 	 	100.0000	 	 	 
	Shaw Constructors, Inc.
	 	Louisiana	 	The Shaw Group Inc.	 	 	100.0000	 	 	X
	Shaw Consultants International Limited
	 	England & Wales	 	Shaw Energy & Chemicals Limited	 	 	100.0000	 	 	X
	Shaw Consultants International, Inc.
	 	Louisiana	 	Stone & Webster, Inc.	 	 	100.0000	 	 	 
	Shaw Dunn Limited
	 	England & Wales	 	Shaw Group UK Holdings	 	 	100.0000	 	 	 
	Shaw E & I International Ltd.
	 	Cayman Islands	 	Shaw International, Inc.	 	 	100.0000	 	 	 
	Shaw E & I Investment Holdings, Inc.
	 	Louisiana	 	Shaw Environmental & Infrastructure, Inc.	 	 	100.0000	 	 	 
	Shaw East Tennessee Solutions, LLC
	 	Tennessee	 	Shaw Environmental & Infrastructure, Inc.	 	 	100.0000	 	 	 
	Shaw Energy & Chemicals France SAS
	 	France	 	Shaw Energy & Chemicals Limited	 	 	100.0000	 	 	 
	Shaw Energy & Chemicals International, Inc.
	 	Louisiana	 	Shaw International, Inc.	 	 	100.0000	 	 	X
	Shaw Energy & Chemicals Limited
	 	England & Wales	 	Shaw Group UK Holdings	 	 	100.0000	 	 	 
	Shaw Energy & Chemicals, Inc.
	 	Louisiana	 	The Shaw Group Inc.	 	 	100.0000	 	 	X
	Shaw Energy Services, Inc.
	 	Louisiana	 	Shaw Transmission & Distribution Services, Inc.	 	 	100.0000	 	 	 
	Shaw Environmental & Infrastructure International, LLC
	 	Louisiana	 	Shaw Environmental & Infrastructure, Inc.	 	 	100.0000	 	 	 
	Shaw Environmental & Infrastructure Massachusetts, Inc.
	 	Louisiana	 	Shaw Environmental & Infrastructure, Inc.	 	 	100.0000	 	 	 
	Shaw Environmental & Infrastructure, Inc.
	 	Louisiana	 	The Shaw Group Inc.	 	 	100.0000	 	 	X
	Shaw Environmental International, Inc.
	 	Louisiana	 	Shaw Environmental, Inc.	 	 	100.0000	 	 	 
	Shaw Environmental Liability Solutions, L.L.C.
	 	Louisiana	 	Shaw E & I Investment Holdings, Inc.	 	 	100.0000	 	 	 
	Shaw Environmental, Inc.
	 	Louisiana	 	Shaw Environmental & Infrastructure, Inc.	 	 	100.0000	 	 	X
	Shaw Europe, Inc.
	 	Louisiana	 	Shaw Environmental, Inc.	 	 	100.0000	 	 	 
	Shaw Export Company, S. de R. L. de C.V.
	 	Mexico	 	Shaw Mexican Holdings, S. de R.L. de C.V.	 	 	99.0000	 	 	 
	Shaw Fabrication & Manufacturing International, Inc.
	 	Louisiana	 	Shaw International, Inc.	 	 	100.0000	 	 	 
	Shaw Fabrication & Manufacturing, Inc.
	 	Louisiana	 	The Shaw Group Inc.	 	 	100.0000	 	 	X
	Shaw Fabricators, Inc.
	 	Louisiana	 	The Shaw Group Inc.	 	 	100.0000	 	 	 
	Shaw Facilities, Inc.
	 	Louisiana	 	The Shaw Group Inc.	 	 	100.0000	 	 	X
	Shaw Far East Services, LLC
	 	Louisiana	 	Shaw Environmental & Infrastructure, Inc.	 	 	100.0000	 	 	 
	Shaw Field Services, Inc.
	 	Louisiana	 	The Shaw Group Inc.	 	 	100.0000	 	 	 
	Shaw FMG, LLC
	 	Louisiana	 	The Shaw Group Inc.	 	 	100.0000	 	 	 
	Shaw Fronek Company (FCI), Inc.
	 	Delaware	 	The Shaw Group Inc.	 	 	100.0000	 	 	 
	Shaw Fronek Power Services, Inc.
	 	Louisiana	 	Shaw Fronek Company (FCI), Inc.	 	 	100.0000	 	 	 
	Shaw Ft. Leonard Wood Housing II, L.L.C.
	 	Louisiana	 	Shaw Ft. Leonard Wood Housing, L.L.C.	 	 	100.0000	 	 	 
	Shaw Ft. Leonard Wood Housing, L.L.C.
	 	Louisiana	 	Shaw Infrastructure, Inc.	 	 	100.0000	 	 	 
	Shaw GBB International, LLC
	 	Alabama	 	Shaw GBB, LLC	 	 	100.0000	 	 	 
	Shaw GBB Maintenance, Inc.
	 	Alabama	 	Shaw Environmental & Infrastructure, Inc.	 	 	100.0000	 	 	 






Exhibits and Schedules — Page 23









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	Domestic	 	 	 	Percent	 	Material
	Subsidiary Name	 	Jurisdiction	 	Subsidiary Owner Name	 	Owned	 	Subsidiaries
	Shaw GBB, LLC
	 	Alabama	 	Shaw Environmental & Infrastructure, Inc.	 	 	100.0000	 	 	X
	Shaw Global Energy Services, LLC
	 	Louisiana	 	Shaw Environmental, Inc.	 	 	100.0000	 	 	X
	Shaw Global Offshore Services, Inc.
	 	Louisiana	 	Shaw Global Energy Services, LLC	 	 	100.0000	 	 	 
	Shaw Global Services, LLC
	 	Louisiana	 	Shaw Far East Services, LLC	 	 	100.0000	 	 	 
	Shaw Global, L.L.C.
	 	Delaware	 	Shaw Overseas (Far East) Ltd.	 	 	100.0000	 	 	 
	Shaw Group Power Limited
	 	England & Wales	 	Shaw Group UK Holdings	 	 	100.0000	 	 	 
	Shaw Group UK Holdings
	 	England & Wales	 	Shaw Global, L.L.C.	 	 	100.0000	 	 	 
	Shaw Group UK International Services, Ltd.
	 	England & Wales	 	Shaw Group UK Holdings	 	 	100.0000	 	 	 
	Shaw Group UK Limited
	 	England & Wales	 	Shaw Group UK Holdings	 	 	100.0000	 	 	 
	Shaw GRP of California
	 	California	 	The Shaw Group Inc.	 	 	100.0000	 	 	 
	Shaw Hanscom Housing, L.L.C.
	 	Louisiana	 	Shaw Infrastructure, Inc.	 	 	100.0000	 	 	 
	Shaw Heat Treating Service, C.A.
	 	Venezuela	 	Manufacturas Shaw South America, C.A.	 	 	99.9000	 	 	 
	Shaw Home Louisiana, Inc.
	 	Louisiana	 	The Shaw Group Inc.	 	 	100.0000	 	 	 
	Shaw India Limited
	 	Maharashtra - India	 	Shaw Pacific Pte. Ltd.	 	 	50.0000	 	 	 
	Shaw India Limited
	 	Maharashtra - India	 	Stone & Webster, Inc.	 	 	50.0000	 	 	 
	Shaw Industrial Supply Co., Inc.
	 	Louisiana	 	The Shaw Group Inc.	 	 	100.0000	 	 	 
	Shaw Infrastructure, Inc.
	 	Louisiana	 	Shaw Environmental & Infrastructure, Inc.	 	 	100.0000	 	 	X
	Shaw Intellectual Property Holdings, Inc.
	 	Louisiana	 	The Shaw Group Inc.	 	 	100.0000	 	 	 
	Shaw International Management Services Two, Inc.
	 	Louisiana	 	Shaw Environmental & Infrastructure, Inc.	 	 	50.0000	 	 	 
	Shaw International Management Services Two, Inc.
	 	Louisiana	 	Shaw International, Inc.	 	 	50.0000	 	 	 
	Shaw International, Inc.
	 	Louisiana	 	The Shaw Group Inc.	 	 	100.0000	 	 	X
	Shaw International, Ltd.
	 	Cayman Islands	 	Shaw International, Inc.	 	 	100.0000	 	 	 
	Shaw JV Holdings, L.L.C.
	 	Louisiana	 	The Shaw Group Inc.	 	 	100.0000	 	 	 
	Shaw Lancas, C.A.
	 	Venezuela	 	Shaw International, Inc.	 	 	100.0000	 	 	 
	Shaw Liquid Solutions LLC
	 	Louisiana	 	Shaw Environmental & Infrastructure, Inc.	 	 	100.0000	 	 	 
	Shaw Little Rock Housing, L.L.C.
	 	Louisiana	 	Shaw Infrastructure, Inc.	 	 	100.0000	 	 	 
	Shaw Maintenance, Inc.
	 	Louisiana	 	The Shaw Group Inc.	 	 	100.0000	 	 	 
	Shaw Managed Services, LLC
	 	Louisiana	 	Shaw Fabrication & Manufacturing, Inc.	 	 	100.0000	 	 	 
	Shaw Management Services One, Inc.
	 	Louisiana	 	The Shaw Group Inc.	 	 	100.0000	 	 	 
	Shaw Manpower, S. de R.L. de C.V.
	 	Mexico	 	Shaw Mexican Holdings, S. de R.L. de C.V.	 	 	99.0000	 	 	 
	Shaw Matamoros Fabrication and Manufacturing, S. de R.L. de C.V.
	 	Matamoros, Tamauilipas - Mexico	 	Shaw Rio Grande Valley Fabrication & Manufacturing, L.L.C.	 	 	99.0000	 	 	 
	Shaw Mexican Holdings, S. de R.L. de C.V.
	 	Mexico	 	Shaw Mexico, L.L.C.	 	 	99.0000	 	 	 
	Shaw Mexico Employment Recruiters, S. de R.L. de C.V.
	 	Mexico	 	Shaw Rio Grande Valley Fabrication & Manufacturing, L.L.C.	 	 	99.0000	 	 	 
	Shaw Mexico Real Estate Holdings, S. de R.L. de C.V.
	 	Mexico	 	Shaw Rio Grande Valley Fabrication & Manufacturing, L.L.C.	 	 	99.0000	 	 	 
	Shaw Mexico, L.L.C.
	 	Delaware	 	Shaw Americas, L.L.C.	 	 	100.0000	 	 	 
	Shaw Mid States Pipe Fabricating, Inc.
	 	Arkansas	 	The Shaw Group Inc.	 	 	100.0000	 	 	X
	Shaw Morgan City Terminal, Inc.
	 	Louisiana	 	Shaw Environmental & Infrastructure, Inc.	 	 	100.0000	 	 	 






Exhibits and Schedules — Page 24









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	Domestic	 	 	 	Percent	 	Material
	Subsidiary Name	 	Jurisdiction	 	Subsidiary Owner Name	 	Owned	 	Subsidiaries
	Shaw NAPTech, Inc.
	 	Delaware	 	The Shaw Group Inc.	 	 	100.0000	 	 	X
	Shaw NC Company, Inc.
	 	North Carolina	 	Shaw Transmission & Distribution Services, Inc.	 	 	100.0000	 	 	 
	Shaw North Carolina, Inc.
	 	North Carolina	 	Stone & Webster, Inc.	 	 	100.0000	 	 	X
	Shaw Northeast Housing, L.L.C.
	 	Louisiana	 	Shaw Infrastructure, Inc.	 	 	100.0000	 	 	 
	Shaw Northwest Housing, L.L.C.
	 	Louisiana	 	Shaw Infrastructure, Inc.	 	 	100.0000	 	 	 
	Shaw Nuclear Energy Holdings (UK), Inc.
	 	Louisiana	 	Shaw Transmission & Distribution Services, Inc.	 	 	100.0000	 	 	 
	Shaw Nuclear Services, Inc.
	 	Louisiana	 	Shaw Power, Inc.	 	 	100.0000	 	 	 
	Shaw Overseas (Far East) Ltd.
	 	Cayman Islands	 	Shaw International, Inc.	 	 	100.0000	 	 	 
	Shaw Overseas (Middle East) Ltd.
	 	Cayman Islands	 	Shaw International, Inc.	 	 	100.0000	 	 	 
	Shaw Pacific Pte. Ltd.
	 	Singapore	 	Shaw International, Inc.	 	 	100.0000	 	 	 
	Shaw Pipe Supports, Inc.
	 	Texas	 	The Shaw Group Inc.	 	 	100.0000	 	 	 
	Shaw Power Delivery Systems, Inc.
	 	Louisiana	 	The Shaw Group Inc.	 	 	100.0000	 	 	 
	Shaw Power International, Inc.
	 	Louisiana	 	Shaw International, Inc.	 	 	100.0000	 	 	 
	Shaw Power Services Group, L.L.C.
	 	Louisiana	 	The Shaw Group Inc.	 	 	100.0000	 	 	 
	Shaw Power Services, LLC
	 	Louisiana	 	Shaw Fabrication & Manufacturing, Inc.	 	 	100.0000	 	 	X
	Shaw Power Technologies, Inc.
	 	Louisiana	 	Shaw Consultants International, Inc.	 	 	100.0000	 	 	 
	Shaw Power, Inc.
	 	Louisiana	 	The Shaw Group Inc.	 	 	100.0000	 	 	X
	Shaw Process and Industrial Group, Inc.
	 	Louisiana	 	The Shaw Group Inc.	 	 	100.0000	 	 	 
	Shaw Process Fabricators, Inc.
	 	Louisiana	 	The Shaw Group Inc.	 	 	100.0000	 	 	 
	Shaw Project Services Group, Inc.
	 	Delaware	 	Shaw Environmental & Infrastructure, Inc.	 	 	100.0000	 	 	 
	Shaw Property Holdings, Inc.
	 	Louisiana	 	The Shaw Group Inc.	 	 	100.0000	 	 	 
	Shaw Remediation Services, L.L.C.
	 	Louisiana	 	The Shaw Group Inc.	 	 	100.0000	 	 	 
	Shaw Rio Grande Holdings, L.L.C.
	 	Louisiana	 	Shaw Rio Grande Valley Fabrication & Manufacturing, L.L.C.	 	 	100.0000	 	 	 
	Shaw Rio Grande Valley Fabrication & Manufacturing, L.L.C.
	 	Louisiana	 	Shaw Power Services, LLC	 	 	100.0000	 	 	X
	Shaw Services, L.L.C
	 	Louisiana	 	The Shaw Group Inc.	 	 	100.0000	 	 	 
	Shaw SKE&C Middle East, Ltd.
	 	Cayman Islands	 	The Shaw Group International Inc.	 	 	53.0000	 	 	 
	Shaw SSS Fabricators, Inc.
	 	Louisiana	 	The Shaw Group Inc.	 	 	100.0000	 	 	X
	Shaw Stone & Webster Arabia Co., Ltd.
	 	Saudi Arabia	 	Shaw International, Ltd.	 	 	80.0000	 	 	 
	Shaw Sunland Fabricators, LLC
	 	Louisiana	 	Shaw Fabrication & Manufacturing, Inc.	 	 	100.0000	 	 	X
	Shaw Transmission & Distribution Services International, Inc.
	 	Delaware	 	Shaw Transmission & Distribution Services, Inc.	 	 	100.0000	 	 	 
	Shaw Transmission & Distribution Services, Inc.
	 	Louisiana	 	Shaw Power Delivery Systems, Inc.	 	 	100.0000	 	 	 
	Shaw Tulsa Fabricators, Inc.
	 	Oklahoma	 	The Shaw Group Inc.	 	 	100.0000	 	 	 
	Shaw-Robotic Environmental Services, L.L.C.
	 	Louisiana	 	Shaw Environmental & Infrastructure, Inc.	 	 	70.0000	 	 	 
	So-Glen Gas Co., LLC
	 	Ohio	 	EMCON/OWT, Inc.	 	 	100.0000	 	 	 
	Stone & Webster Asia, Inc.
	 	Louisiana	 	Stone & Webster, Inc.	 	 	100.0000	 	 	X
	Stone & Webster Canada Holding One (N.S.), ULC
	 	Nova Scotia	 	Stone & Webster Holding One, Inc.	 	 	50.0000	 	 	 
	Stone & Webster Canada Holding One (N.S.), ULC
	 	Nova Scotia	 	Stone & Webster Holding Two, Inc.	 	 	50.0000	 	 	 
	Stone & Webster Canada Holding Two, Inc.
	 	New Brunswick	 	Stone & Webster Holding One, Inc.	 	 	50.0000	 	 	 
	Stone & Webster Canada Holding Two, Inc.
	 	New Brunswick	 	Stone & Webster Holding Two, Inc.	 	 	50.0000	 	 	 






Exhibits and Schedules — Page 25









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	Domestic	 	 	 	Percent	 	Material
	Subsidiary Name	 	Jurisdiction	 	Subsidiary Owner Name	 	Owned	 	Subsidiaries
	Stone & Webster Construction Services, L.L.C.
	 	Louisiana	 	Stone & Webster Construction, Inc.	 	 	100.0000	 	 	 
	Stone & Webster Construction, Inc.
	 	Louisiana	 	Stone & Webster, Inc.	 	 	100.0000	 	 	X
	Stone & Webster Engineering (Thailand) Ltd.
	 	Thailand	 	Stone & Webster International, Inc.	 	 	100.0000	 	 	 
	Stone & Webster Engineering Projects Private Limited
	 	New Delhi - India	 	Stone & Webster International B.V.	 	 	99.9979	 	 	 
	Stone & Webster Holding One, Inc.
	 	Louisiana	 	The Shaw Group Inc.	 	 	100.0000	 	 	 
	Stone & Webster Holding Two, Inc.
	 	Louisiana	 	The Shaw Group Inc.	 	 	100.0000	 	 	 
	Stone & Webster Insaat ve Muhendislik Limited Sirketi
	 	Turkey	 	Shaw Energy & Chemicals Limited	 	 	50.0000	 	 	 
	Stone & Webster Insaat ve Muhendislik Limited Sirketi
	 	Turkey	 	Stone & Webster International B.V.	 	 	50.0000	 	 	 
	Stone & Webster International B.V.
	 	Netherlands	 	Stone & Webster International Holdings, Inc.	 	 	100.0000	 	 	 
	Stone & Webster International Holdings, Inc.
	 	Louisiana	 	Stone & Webster, Inc.	 	 	100.0000	 	 	 
	Stone & Webster International, Inc.
	 	Louisiana	 	Stone & Webster, Inc.	 	 	100.0000	 	 	X
	Stone & Webster Massachusetts, Inc.
	 	Massachusetts	 	Stone & Webster, Inc.	 	 	100.0000	 	 	 
	Stone & Webster Mauritius Limited
	 	Mauritius	 	Stone & Webster International, Inc.	 	 	100.0000	 	 	 
	Stone & Webster Michigan, Inc.
	 	Michigan	 	Stone & Webster, Inc.	 	 	100.0000	 	 	 
	Stone & Webster Process Technologies B.V.
	 	Amsterdam - Netherlands	 	Stone & Webster International B.V.	 	 	100.0000	 	 	 
	Stone & Webster Process Technology, Inc.
	 	Louisiana	 	Stone & Webster Holding One, Inc.	 	 	50.0000	 	 	 
	Stone & Webster Process Technology, Inc.
	 	Louisiana	 	Stone & Webster Holding Two, Inc.	 	 	50.0000	 	 	 
	Stone & Webster Services, L.L.C.
	 	Louisiana	 	Stone & Webster, Inc.	 	 	100.0000	 	 	 
	Stone & Webster, Inc.
	 	Louisiana	 	Stone & Webster Holding One, Inc.	 	 	50.0000	 	 	X
	Stone & Webster, Inc.
	 	Louisiana	 	Stone & Webster Holding Two, Inc.	 	 	50.0000	 	 	X
	The LandBank Group, Inc.
	 	Louisiana	 	Shaw E & I Investment Holdings, Inc.	 	 	100.0000	 	 	X
	The Shaw Group International Inc.
	 	Cayman Islands	 	Shaw International, Inc.	 	 	100.0000	 	 	 
	The Shaw Group UK 1997 Pension Scheme Limited
	 	England & Wales	 	Shaw Group UK Limited	 	 	100.0000	 	 	 
	The Shaw Group UK 2001 Pension Plan Limited
	 	England & Wales	 	Shaw Group UK Limited	 	 	100.0000	 	 	 
	The Shaw Group UK Pension Plan Limited
	 	England & Wales	 	Shaw Group UK Limited	 	 	100.0000	 	 	 
	TVL Lender II, Inc.
	 	Delaware	 	The Shaw Group Inc.	 	 	100.0000	 	 	 
	United Conversion Services, LLC
	 	Delaware	 	Shaw Environmental & Infrastructure, Inc.	 	 	53.0000	 	 	 
	Whessoe Piping Systems Limited
	 	England & Wales	 	Shaw Group UK Limited	 	 	100.0000	 	 	 
	Whippany Venture I, L.L.C.
	 	Louisiana	 	LandBank Properties, L.L.C.	 	 	100.0000	 	 	 
	World Industrial Constructors, Inc.
	 	Virgin Islands (US)	 	Shaw International, Inc.	 	 	50.0000	 	 	 
	World Industrial Constructors, Inc.
	 	Virgin Islands (US)	 	The Shaw Group Inc.	 	 	50.0000	 	 	 






Exhibits and Schedules — Page 26









 






SCHEDULE 5.12




MATERIAL AGREEMENTS


Intercompany loan transactions or intercompany guaranties of Indebtedness permitted by
this Agreement (i) between the Borrower and any of its Subsidiaries or (ii) between a
Subsidiary and the Borrower or another Subsidiary.







Exhibits and Schedules — Page 27









 








SCHEDULE 6.11(b) — Indebtedness



Our debt (including capital lease obligations) as of February 28, 2011 consisted of
the following (in thousands):




	 	 	 	 	 	 	 	 	 
	 	 	February 28, 2011	 
	 	 	Short-term	 	 	Long-term	 
	Notes payable on purchases of equipment
	 	$	80	 	 	$	—	 
	Capital lease obligations
	 	 	363	 	 	 	808	 
	Westinghouse Bonds
	 	 	1,579,876	 	 	 	—	 
	 
	 	 	 	 	 	 
	Total
	 	$	1,580,319	 	 	$	808	 
	 
	 	 	 	 	 	 






Exhibits and Schedules — Page 28









 






SCHEDULE 6.14(b) — Investments




**






Exhibits and Schedules — Page 29









 








SCHEDULE 6.15(c) — Liens



1. Liens associated with restricted cash and short-term investments (in thousands):




	 	 	 	 	 
	 	 	February 28,	 
	 	 	2011	 
	Contractually required by projects
	 	$	2,861	 
	Voluntarily used to secure letters of credit to avoid bank fees
	 	 	292,501	 
	Secure contingent obligations in lieu of letters of credit
	 	 	20,611	 
	Assets held in trust and other
	 	 	29,144	 
	 
	 	 	 
	 
	 	$	345,117	 
	 
	 	 	 





2. Liens associated with Indebtedness listed on Schedule 6.11(b)






Exhibits and Schedules — Page 30









 






SCHEDULE 6.18(d) — Contingent Obligations





Employment Obligations





	 	1.	 	The Borrower has entered into employment agreements with each of our senior corporate
executives and certain other key employees. In the event of termination, these individuals
may be entitled to receive their base salaries, bonuses, and certain other benefits for the
remaining term of their agreement and all options and similar awards may become fully
vested. Additionally, for certain executives, in the event of death, their estates are
entitled to certain payments and benefits.
	 
	 	2.	 	We deposited cash of $1.8 million and $1.1 million during the years ended August 31,
2010 and August 31, 2009, respectively, for a limited number of key employees under the
terms of our Deferred Compensation Plans. These are non-qualified plans for a select group
of our highly compensated employees and are utilized primarily as vehicles to provide
discretionary deferred compensation amounts, subject to multi-year cliff vesting
requirements, in connection with the recruitment or retention of key employees. These
long-term deferral awards are evidenced by individual agreements with the participating
employees and generally require the employee to maintain continuous employment with us or
an affiliate for a minimum period of time. Participating employees direct the funds into
investment options, and earnings and losses related to the investments are reflected in
each participating employees’ account. At August 31, 2010, other assets include $7.8
million related to these plans.
	 
	 	3.	 	The Borrower previously deposited $15.0 million for our Chief Executive Officer into an
irrevocable trust (often referred to as a Rabbi Trust) for purposes of a non-compete
agreement. At August 31, 2010, other current assets included $18.4 million related to this
non-compete agreement. The amount of the initial deposit was previously expensed.
	 
	 	4.	 	In addition to our contributions to the Deferred Compensation Plan, we deposited cash
of $1.0 million as of August 31, 2008 into interest bearing accounts pursuant to employment
agreements entered into with certain employees. As of August 31, 2010, other assets
included $1.0 million related to these employment agreements.
	 
	 	5.	 	Any other existing or future obligation of the Borrower or its Subsidiaries with
respect to employment arrangements of a type similar to those described in items (1)
through (4) above.





Other Contingent Obligations





	 	1.	 	Guarantees of certain subsidiaries obligations under working capital overdraft
facilities as evidenced by indemnification agreements as part of a European cash pooling
arrangement.
	 
	 	2.	 	Customary indemnification obligations undertaken by the Borrower and/or its
Subsidiaries in connection with acquisitions prior to the effective date of this Agreement.
	 
	 	3.	 	Novation Indemnification Agreement dated May 3, 2003, by Shaw Environmental &
Infrastructure, Inc.; Shaw Environmental, Inc.; and Shaw Infrastructure, Inc.; to IT Group;
OHM Remediation Services Corporation; GTI Inc.; and IT Corporation, relating to assumed
completed contracts.





Exhibits and Schedules — Page 31