EX-10.1






EXHIBIT A




WAIVER




WAIVER (this “Waiver”) dated as of November 26, 2007, with respect to the Credit
Agreement referred to below, between The Shaw Group Inc. (the “Borrower”) and BNP Paribas,
as administrative agent (in such capacity, the “Agent”) pursuant to authority granted by
the Required Lenders.



Reference is made to the Credit Agreement dated as of April 25, 2005 among the Borrower, the
“Guarantors” party thereto, the “Lenders” party thereto and the Agent (as amended by Amendment No.
1 dated as of October 3, 2005, Amendment No. 2 dated as of February 27, 2006, Amendment No. 3 dated
as of June 20, 2006 and Amendment No. 4 dated as of October 13, 2006, and as the same may be
further modified and supplemented and in effect from time to time, the “Credit Agreement”).
Capitalized terms used but not defined herein shall have their respective meanings under the
Credit Agreement.



The Borrower and the Agent (pursuant to authority granted by the Required Lenders) have
entered into a Waiver dated as of August 30, 2007 (the “Existing Waiver”), pursuant to
which the Required Lenders waived compliance by the Borrower with Section 6.1(a) and 6.1(b) of the
Credit Agreement to the extent that the financial statements of the Borrower that were furnished to
the Lenders for the fiscal year ending August 31, 2006 (including each fiscal quarter in such
fiscal year) and for the first fiscal quarter of 2007 were not prepared in accordance with
generally accepted accounting principles as in effect at such time and pursuant to which the
Borrower agreed to deliver a restatement of such financial statements to the Lenders by November
30, 2007. The Borrower has requested the Lenders to provide an extension of the deadline under the
Existing Waiver for delivery of the restatement of such financial statements and has advised the
Lenders that it expects to furnish such restatement by December 31, 2007. The Borrower has also
advised the Lenders that (i) it is unlikely to furnish its audited consolidated financial
statements for the fiscal year ended August 31, 2007 (or its unaudited consolidated financial
statements for the final fiscal quarter of such fiscal year) to the Lenders within 90 days after
the end of such fiscal year, as required by Sections 6.1(a) and 6.1(b) of the Credit Agreement and
(ii) it expects to furnish such financial statements on or prior to December 31, 2007.



In recognition of the foregoing, the Agent (acting with the written consent of the Required
Lenders) hereby extends the deadline under the Existing Waiver for delivery of the restatement of
the Borrower’s financial statements for the fiscal year ending August 31, 2006 (including each
fiscal quarter in such fiscal year) and for the first fiscal quarter of 2007 until December 31,
2007. Solely with respect to the Borrower’s fiscal year ended August 31, 2007 and its fiscal
quarter ending on such date, the Agent (acting with the written consent of the Required Lenders)
hereby waives compliance by the Borrower with the 90 day periods set forth in Sections 6.1(a) and
6.1(b) of the Credit Agreement; provided that the Borrower covenants and agrees to furnish
to the Lenders its financial statements required under Sections 6.1(a) and 6.1(b) of the Credit
Agreement (and accompanied by the other certificates and information required under Sections
6.1(d), 6.1(k) and 6.1(l) of the Credit Agreement) on or before December 31, 2007.



The Borrower represents and warrants to the Lenders that, after giving effect to this Waiver,
(i) no Default or Unmatured Default shall have occurred from the date of the Borrower’s most recent
audited financial statements furnished pursuant to Section 6.1(a) to and including the date hereof
and (ii) the Borrower does not believe that any Default or Unmatured Default will be revealed to
have occurred during the fiscal year ending August 31, 2006 or during the first fiscal quarter of
2007 when its financial statements for such periods are restated.



This Waiver shall become effective upon (i) execution of one or more counterparts hereof by
the Borrower and by the Agent pursuant to authority granted by the Required Lenders and (ii)
payment by the Borrower of such fees and expenses as the Borrower shall have agreed to pay to any
Lender or the Agent in connection herewith (including, without limitation, legal fees and expenses
of counsel to the Agent); provided, that this Waiver shall cease to be in effect if (but
only if) the Borrower (a) fails to furnish to the Lenders the financial statements, certificates
and information referred to above on or before December 31, 2007 or (b) the restatement of the
Borrower’s financial statements referred to above reveals that the Borrower failed to satisfy any
financial covenant during the related period or if such restatement is not furnished to the Lenders
on or before December 31, 2007.



This Waiver contains the final and complete integration of all prior expressions by the
Borrower and the Lenders with respect to the subject matter hereof and shall constitute the entire
agreement between the Borrower and the Lenders with respect to the subject matter hereof
superseding all prior oral or written understandings (including the Existing Waiver). The
substance of the waivers contained herein are limited precisely as written and shall not be deemed
to be a waiver of any other provision of the Credit Agreement. Except as expressly provided
herein, the Credit Agreement shall remain unchanged and in full force and effect. This Waiver may
be executed in counterparts, and delivery of a counterpart signature page to this Waiver by
facsimile shall be effective as delivery of an original manually executed counterpart of this
Waiver. This Waiver shall be governed by and construed in accordance with the internal laws of the
State of New York.



1



IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed and
delivered as of the day and year first above written.




THE SHAW GROUP INC.




By: /s/ Brian Ferraioli

Name: Brian Ferraioli

Title: EVP and Chief Financial Officer





AGENT:




BNP PARIBAS, as Agent



	 	 	 
	By:

	 	/s/ Pierre-Nicholas Rogers
	
 
	 	 
	
 
	 	Name: Pierre-Nicolas Rogers

Title: Managing Director
	By:

	 	/s/ Jamie Dillon
	
 
	 	 







	 	 	Name: Jamie Dillon






Title: Managing Director




2