exv10w38



 





Exhibit 10.38




AMENDMENT NO. 3




          AMENDMENT NO. 3 dated as of June 20, 2006 among The Shaw Group Inc. (the “Borrower”),
the subsidiaries of the Borrower listed on the signature pages hereto as “Guarantors” and BNP
Paribas, as administrative agent (in such capacity, the “Agent”) pursuant to authority
granted by the Required Lenders.




          The Borrower, the “Guarantors” party thereto, the “Lenders” party thereto and the Agent are
parties to a Credit Agreement dated as of April 25, 2005 (as modified and supplemented and in
effect from time to time, the “Credit Agreement”), providing, subject to the terms and
conditions thereof, for extensions of credit (by means of loans and letters of credit) to be made
by said lenders to the Borrower in an aggregate principal or face amount not exceeding
$750,000,000.




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




          Section 1. Definitions. Terms defined in the Credit Agreement are used herein as
defined therein.




          Section 2. Amendments. Subject to the satisfaction of the conditions precedent
specified in Section 5 below, but effective as of the date hereof, the last sentence of Section
2.19.1 of the Credit Agreement shall be amended to read as follows:





“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.”



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




          Section 4. Previously Issued Facility LCs. The letters of credit listed on Schedule
1 hereto shall be deemed to be Facility LCs duly issued under the Credit Agreement provided that
the terms and conditions thereof comply with the requirements of the Credit Agreement as hereby
amended.




          Section 5. Conditions Precedent. The amendment set forth in Section 2 hereof and
the consent set forth in Section 4 hereof shall become effective, as of the date hereof, upon the
execution and delivery of counterparts of this Amendment No. 3 by the Borrower, the Guarantors and
the Agent pursuant to authority granted by the Required Lenders.




 









 








          Section 6. Miscellaneous. Except as herein provided, the Credit Agreement and the
Security Agreement shall remain unchanged and in full force and effect. This Amendment No. 3 may
be executed in any number of counterparts, all of which taken together shall constitute one and the
same amendatory instrument and any of the parties hereto may execute this Amendment No. 3 by
signing any such counterpart. This Amendment No. 3 shall be governed by, and construed in
accordance with, the law of the State of New York.




          IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be duly executed
and delivered as of the day and year first above written.




 









 








	 	 	 	 	 
	 	THE SHAW GROUP INC.

 	 
	 	By:  	 	 
	 	 	Robert L. Belk 	 
	 	 	Executive Vice President and

Chief Financial Officer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GUARANTORS:



WHIPPANY VENTURE I, L.L.C

HYDRO POWER SOLUTIONS LLC

 	 
	 	By:  	 	 
	 	 	Robert L. Belk 	 
	 	 	Executive Vice President 	 
	 
	 	SHAW CONSTRUCTORS, INC.

 	 
	 	By:  	 	 
	 	 	Ronnie Volentine 	 
	 	 	President 	 
	 
	 	STONE & WEBSTER MICHIGAN, INC.

 	 
	 	By:  	 	 
	 	 	Gary P. Graphia 	 
	 	 	Vice President and Secretary 	 
	 
	 	SO-GLEN GAS CO., LLC

       by its sole member,

       EMCON/OWT, Inc.

 	 
	 	By:  	

 	 
	 	 	Robert L. Belk 	 
	 	 	Executive Vice President, Assistant
Treasurer and
Assistant Chief 
Financial Officer 	 
	 
	 	EMCON/OWT, INC.

 	 
	 	By:  	 	 
	 	 	Robert L. Belk 	 
	 	 	Executive Vice President, Assistant 
Treasurer and
Assistant Chief Financial 
Officer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GUARANTORS (continued)



AMERICAN PLASTIC PIPE AND

          SUPPLY, L.L.C.

B.F. SHAW, INC.

C.B.P. ENGINEERING CORP.

EDS EQUIPMENT COMPANY, LLC

EDS PUERTO RICO, INC.

ENVIROGEN, INC.

FIELD SERVICES, INC.

LFG SPECIALTIES, L.L.C.

MWR, INC.

PROSPECT INDUSTRIES (HOLDINGS), INC.

SHAW ALLOY PIPING PRODUCTS, INC.

SHAW BENECO, INC.

SHAW COASTAL, INC.

SHAW CONNEX, INC.

SHAW E & I INVESTMENT HOLDINGS, INC.

SHAW E & I RUSSIA, INC.

SHAW ENERGY DELIVERY SERVICES, INC.

SHAW ENVIRONMENTAL, INC.

SHAW ENVIRONMENTAL &

          INFRASTRUCTURE, INC.

SHAW ENVIRONMENTAL

          INTERNATIONAL, INC.

SHAW FABRICATORS, INC.

SHAW FACILITIES, INC.

SHAW FIELD SERVICES, INC.

SHAW FT. LEONARD WOOD HOUSING, 

          L.L.C.

SHAW GLOBAL ENERGY SERVICES, INC.

SHAW GRP OF CALIFORNIA

SHAW INDUSTRIAL SUPPLY CO., INC.

SHAW INFRASTRUCTURE, INC.

SHAW INTELLECTUAL PROPERTY

          HOLDINGS, INC.

SHAW INTERNATIONAL, INC.

SHAW JV HOLDINGS, L.L.C.

SHAW LITTLE ROCK HOUSING, L.L.C.

SHAW LIQUID SOLUTIONS LLC

SHAW MAINTENANCE, INC.

SHAW POWER SERVICES GROUP, L.L.C.

 	 
	 	By:  	 	 
	 	 	Robert L. Belk 	 
	 	 	Executive Vice President and Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GUARANTORS (continued)



SHAW WASTE SOLUTIONS, LLC

 	 
	 	By:  	 	 
	 	 	Robert L. Belk 	 
	 	 	Executive Vice President and Chief 
Financial Officer 	 
	 
	 	STONE & WEBSTER — JSC MANAGEMENT 

       CONSULTANTS, INC.

 	 
	 	By:  	 	 
	 	 	Robert L. Belk 	 
	 	 	Executive Vice President, Senior Vice

President and Treasurer 	 
	 
	 	BADGER® TECHNOLOGIES, L.L.C.

BADGER® TECHNOLOGY HOLDINGS, L.LC.

PIKE PROPERTIES I, INC.

PIKE PROPERTIES II, INC.

SHAW GLOBAL, L.L.C.

SHAW TRANSMISSION & DISTRIBUTION

       SERVICES, INC.

 	 
	 	By:  	 	 
	 	 	Robert L. Belk 	 
	 	 	Vice President and Treasurer 	 
	 
	 	S C WOODS, L.L.C.

       by its sole member,

       Stone & Webster, Inc.

 	 
	 	By:  	 	 
	 	 	Robert L. Belk 	 
	 	 	Executive Vice President and Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GUARANTORS (continued)



INTERNATIONAL CONSULTANTS, L.L.C.

SHAW BEALE HOUSING, L.L.C.

SHAW CAPITAL INC.

SHAW CAPITAL (NEVADA), INC.

SHAW CENTCOM SERVICES, L.L.C.

SHAW HANSCOM HOUSING, L.L.C.

SHAW HOME LOUISIANA, INC.

SHAW MANAGED SERVICES, INC.

SHAW MANAGEMENT SERVICES

          ONE, INC.

SHAW MORGAN CITY TERMINAL, INC.

SHAW NAPTECH, INC.

SHAW POWER SERVICES, INC.

SHAW PROCESS AND INDUSTRIAL

          GROUP, INC.

SHAW PROCESS FABRICATORS, INC.

SHAW PROPERTY HOLDINGS, INC.

SHAW SERVICES, L.L.C.

SHAW SSS FABRICATORS, INC.

SHAW SUNLAND FABRICATORS, INC.

SHAW WORD INDUSTRIES

          FABRICATORS, INC.

STONE & WEBSTER ASIA, INC.

STONE & WEBSTER HOLDING ONE, INC.

STONE & WEBSTER HOLDING TWO, INC.

STONE & WEBSTER, INC.

STONE & WEBSTER INTERNATIONAL, 

          INC.

STONE & WEBSTER INTERNATIONAL 

          HOLDINGS, INC.

STONE & WEBSTER MASSACHUSETTS, 

          INC.

STONE & WEBSTER PROCESS

          TECHNOLOGY, INC.

STONE & WEBSTER MANAGEMENT 

          CONSULTANTS, INC.

STONE & WEBSTER SERVICES, L.L.C.

 	 
	 	By:  	 	 
	 	 	Robert L. Belk 	 
	 	 	Executive Vice President and Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GUARANTORS (continued)





STONE & WEBSTER CONSTRUCTION, INC.

 	 
	 	By:  	 	 
	 	 	Robert L. Belk 	 
	 	 	President and Executive Vice President 	 
	 
	 	ARLINGTON AVENUE E VENTURE, LLC

CAMDEN ROAD VENTURE, LLC

GREAT SOUTHWEST PARKWAY

          VENTURE, LLC

 	 
	 	By:  	 	 
	 	 	T.A. Barfield, Jr. 	 
	 	 	President 	 
	 
	 	STONE & WEBSTER CONSTRUCTION SERVICES, L.L.C.

 	 
	 	By:  	 	 
	 	 	Robert L. Belk 	 
	 	 	President and Executive Vice President 	 
	 
	 	SHAW INTERNATIONAL MANAGEMENT 

          SERVICES ONE, INC.

SHAW INTERNATIONAL MANAGEMENT 

          SERVICES TWO, INC.

SHAW NORTHEAST HOUSING, L.L.C.

SHAW NORTHWEST HOUSING, L.L.C.

SHAW STONE & WEBSTER PUERTO RICO, 

          INC.

 	 
	 	By:  	 	 
	 	 	Robert L. Belk 	 
	 	 	Vice President and Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GUARANTORS (continued):





LANDBANK PROPERTIES, L.L.C.

 	 
	 	By:  	 	 
	 	 	T.A. Barfield, Jr. 	 
	 	 	Chief Executive Officer and Chairman 	 
	 
	 	SHAW ENVIRONMENTAL LIABILITY 

          SOLUTIONS, L.L.C.

 	 
	 	By:  	 	 
	 	 	T.A. Barfield, Jr. 	 
	 	 	Chairman and Chief Executive Officer 	 
	 
	 	THE LANDBANK GROUP, INC.

 	 
	 	By:  	 	 
	 	 	T.A. Barfield, Jr. 	 
	 	 	Chief Executive Officer and
Chairman of the Board 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GUARANTORS (continued):



BENICIA NORTH GATEWAY II, L.L.C.

CHIMENTO WETLANDS, L.L.C.

HL NEWHALL II, L.L.C.

JERNEE MILL ROAD, L.L.C.

KATO ROAD II, L.L.C.

KIP I, L.L.C.

LANDBANK BAKER, L.L.C.

MILLSTONE RIVER WETLAND

       SERVICES, L.L.C.

NORWOOD VENTURE I, L.L.C.

OTAY MESA VENTURES II, L.L.C.

PLATTSBURG VENTURE, L.L.C.

RARITAN VENTURE I, L.L.C.

SHAW ALASKA, INC.

SHAW AMERICAS, L.L.C.

SHAW CALIFORNIA, L.L.C.

SHAW CMS, INC.

SHAW MEXICO, L.L.C.

SHAW REMEDIATION SERVICES, L.L.C.

 	 
	 	By:  	 	 
	 	 	T.A. Barfield, Jr. 	 
	 	 	President 	 
	 
	 	INTEGRATED SITE SOLUTIONS, L.L.C.

       by its sole member,

       Shaw Environmental & Infrastructure, 

       Inc.

 	 
	 	By:  	 	 
	 	 	Robert L. Belk 	 
	 	 	Executive Vice President and Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GUARANTORS (continued):



NUCLEAR TECHNOLOGY SOLUTIONS,

       L.L.C.

       by its sole member,

S C WOODS, L.L.C.

       by its sole member,

       Stone & Webster, Inc.

 	 
	 	By:  	 	 
	 	 	Robert L. Belk 	 
	 	 	Executive Vice President and Treasurer 	 
	 
	 	SELS ADMINISTRATIVE SERVICES, L.L.C.

       by its sole member,

       Shaw Environmental Liability Solutions, 

       L.L.C.

 	 
	 	By:  	 	 
	 	 	T.A. Barfield 	 
	 	 	Chairman and Chief Executive Officer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BNP PARIBAS, as Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: