EX-10.25




AMENDMENT NO. 4 TO




THIRD AMENDED AND RESTATED CREDIT AGREEMENT




This AMENDMENT NO. 4 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this
“Agreement”), dated as of October 8, 2004, 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”), the banks and other financial institutions
listed on the signature pages hereto under the caption “Lenders” (together with each other Person
who becomes a Lender, collectively, the “Lenders”), and BNP PARIBAS, individually as a
Lender and as administrative agent for the other Lenders (in such capacity together with any other
Person who becomes the agent, the “Agent”).



INTRODUCTION




WHEREAS, the Borrower, the Guarantors, the Agent and the Lenders are parties to that certain
Third Amended and Restated Credit Agreement dated as of March 17, 2003, as amended by Amendment No.
1 to Third Amended and Restated Credit Agreement dated as of May 16, 2003, Amendment No. 2 dated as
of October 24, 2003 and Amendment No. 3 dated as of January 30, 2004 (“Credit Agreement”);
and



WHEREAS, the Borrower has requested that the Agent and the Lenders amend certain provisions of
the Credit Agreement as set forth herein.



NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto
agree as follows:



ARTICLE I




AGREEMENT




Section 1.1. Definitions. All capitalized terms used herein and not otherwise defined
shall have the meanings given such terms in the Credit Agreement.



Section 1.2. Amendments to Article I. Article I of the Credit Agreement is hereby
amended as follows:



(a) The definition of “EBITDA” is hereby amended by adding the following sentence at the end
thereof:



Notwithstanding the foregoing, in calculating EBITDA, EBITDA shall
be increased by divestiture and restructuring charges for the fiscal
year ending August 31, 2005 in an amount not to exceed $12,000,000
in the aggregate




(b) The following new definition is hereby inserted in the appropriate alphabetical order:



“Net Cash Proceeds” means, with respect to any sale,
transfer, assignment or other disposition of Property to a Person
other than the Borrower or any of its Subsidiaries, all cash and
Cash Equivalents received by the Borrower or any of its Subsidiaries
from such Asset Sale after payment of, or provision for, all taxes,
commissions and other reasonable out-of-pocket fees and expenses
actually incurred in connection with, and necessary for, any such
Asset Sale.




Section 1.3. Amendments to Section 6.22.




(a) Section 6.22.1 is amended by replacing “May 31, 2004” with “May 31, 2005”.




(b) Section 6.22.2 is hereby amended in its entirety as follows:



6.22.2 Fixed Charge Coverage Ratio. As of the end of
each fiscal quarter of the Borrower, beginning with the fiscal
quarter ending May 31, 2003, the Borrower will not permit the ratio,
for the Calculation Period, of (a) the sum of (i) Shaw EBITDA less
(ii) Non-Financed Capital Expenditures plus (iii) the Net Cash
Proceeds from the sale of any asset which would be classified as a
fixed or capital asset on a consolidated balance sheet of the
Borrower and its Subsidiaries prepared in accordance with Agreement
Accounting Principles to (b) the sum of (i) Consolidated Interest
Expense plus (ii) mandatory scheduled principal payments on any
Indebtedness (other than the LYONs) plus (iii) expenses for cash
taxes, each for such Calculation Period, to be less than 2.00 to
1.0.




(c) Section 6.22.4 is hereby amended in its entirety as follows:



6.22.4 Capital Expenditures. The Borrower will not,
nor will it permit its Subsidiaries, in the aggregate to, expend, or
be committed to expend, in excess of 25% of Shaw EBITDA for Capital
Expenditures including all Capitalized Leases, during any one fiscal
year of the Borrower, calculated at fiscal year end and on a
non-cumulative basis in the aggregate for the Borrower and its
Subsidiaries (i) excluding Acquisitions otherwise permitted under
this Agreement and (ii) reduced by the Net Cash Proceeds from the
sale of any asset which would be classified as a fixed or capital
asset on a consolidated balance sheet of the Borrower and its
Subsidiaries prepared in accordance with Agreement Accounting
Principles. The compliance certificate delivered in accordance with
Section 6.1(d) shall include detailed information with respect to
any sales of fixed or capital assets in form and substance
reasonably satisfactory to the Agent.




(d) Section 6.22.6 is hereby amended in its entirety as follows:



6.22.6 Working Capital. As of the end of each fiscal
quarter of the Borrower, beginning with the fiscal quarter ending
February 29, 2004, the Borrower will not permit the ratio of (a) the
sum of (i) cash and cash equivalents other than escrowed or
restricted cash (unless such escrowed or restricted cash will be
used to retire liabilities included in (b) below) plus (ii) accounts
receivable plus (iii) Costs in Excess of Billings plus (iv)
inventories to (b) the sum of (i) outstanding amounts under
short-term revolving lines of credit plus (ii) current maturities of
long-term debt plus (iii) accounts payable plus (iv) billings in
excess of costs plus (v) accrued liabilities (each term used herein
but not defined in this Agreement has the meaning used in the
Borrower’s condensed consolidated balance sheets) to be less than
1.00 to 1.00.



ARTICLE II




EFFECTIVENESS




Section 2.1. This Agreement shall be deemed effective as of August 31, 2004 when the following
conditions precedent have been satisfied:



(a) Closing Documents. This Agreement has been executed by the Borrower, the
Guarantors and the Required Lenders.



(b) Amendment Fees. The Borrower shall have paid to the Agent for the benefit of each
Lender that executes and delivers a copy of this Agreement to the Agent (or its counsel) by 5:00
p.m., Houston, Texas time, on October 8, 2004 (the “Return Date”), an amendment fee (the
“Amendment Fees”) in an amount equal to 0.25% of such Lender’s Revolving Credit Commitment
(whether used or unused) as of the Return Date.



Section 2.2. Other Agreements. The Amendment Fees shall be payable in immediately
available Dollars on the date hereof. Once paid, the Amendment Fees shall not be refundable.



ARTICLE III




MISCELLANEOUS; RATIFICATION





Section 3.1. Representations True; No Default.



(a) The Borrower and the Guarantors represent and warrant that this Agreement has been duly
authorized, executed and delivered on their behalf and the Credit Agreement as amended hereby,
together with each other Loan Documents to which the Borrower and each of the Guarantors is a
party, constitute valid and legally binding agreements of the Borrower and the Guarantors,
enforceable in accordance with their terms, except as enforceability thereof may be limited by
bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization or moratorium or
other similar law relating to creditors’ rights and by general equitable principles which may limit
the right to obtain equitable remedies (regardless of whether such enforceability is considered in
a proceeding, in equity or at law);



(b) The Borrower represents and warrants that the representations and warranties of the
Borrower contained in Article V of the Credit Agreement are true and correct in all
material respects on and as of the date hereof as though made on and as of the date hereof, except
to the extent such representations and warranties relate solely to an earlier date;



(c) The Guarantors represent and warrant that the representations and warranties of the
Guarantors contained in the Guaranty are true and correct in all material respects on and as of the
date hereof as though made on and as of the date hereof, except to the extent such representations
and warranties relate solely to an earlier date; and



(d) The Borrower and the Guarantors represent and warrant that after giving effect to this
Agreement, there has not occurred and is not continuing a Default or an event that with the passage
of time would constitute a Default.



Section 3.2. Ratification and Extension of Liens. The Credit Agreement, the Notes and
all other Loan Documents executed in connection therewith to which the Borrower or any Guarantor is
a party shall remain in full force and effect, and all rights and powers created thereby or
thereunder and under the other Loan Documents to which the Borrower or any Guarantor is a party are
in all respects ratified and confirmed. All liens created by any Loan Document are hereby
regranted by the Borrower and the Guarantors to the Lenders as security for the Obligations. The
Borrower and the Guarantors agree that the obligations of the Borrower and the Guarantors under the
Credit Agreement, the Notes and the other Loan Documents to which the Borrower or any Guarantor is
a party are hereby reaffirmed, renewed and extended.



Section 3.3. Additional Information. The Borrower and the Guarantors shall furnish to
the Agent all such other documents, consents and information relating to the Borrower and the
Guarantors as the Agent may reasonably require to accomplish the purposes hereof.




Section 3.4. Miscellaneous Provisions.



(a) From and after the execution and delivery of this Agreement, the Credit Agreement shall be
deemed to be amended and modified as herein provided, but, except as so amended and modified, the
Credit Agreement and all other Loan Documents shall continue in full force and effect.



(b) The Credit Agreement and this Agreement shall be read and construed as one and the same
instrument.



(c) Any reference in any Loan Document to the Credit Agreement shall be a reference to the
Credit Agreement, as amended by this Agreement.



(d) This Agreement may be signed in any number of counterparts and by different parties in
separate counterparts, each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.




(e) The headings herein shall be accorded no significance in interpreting this Agreement.



(f) Each Guarantor hereby acknowledges that its execution and delivery of this Agreement does
not indicate or establish an approval or consent requirement by the Guarantors under the Guaranty
in connection with the execution and delivery of amendments to the Credit Agreement, the Notes or
any of the other Loan Documents (other than the Guaranty).



Section 3.5 Binding Effect. Once executed by the Borrower, the Guarantors and the
Required Lenders, this Agreement shall be binding upon and inure to the benefit of the Borrower,
the Guarantors, Lenders, Agents and the successors and assigns of the Agents and Lenders. The
Borrower and the Guarantors shall not have the right to assign its rights hereunder or any interest
herein.



Section 3.6. Choice of Law. THIS AGREEMENT 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.



[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.




By:




Robert L. Belk


Executive Vice President and




Chief Financial Officer



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GUARANTORS:




WHIPPANY VENTURE I, L.L.C




By:


Name:


Title:




SHAW CONSTRUCTORS, INC.




By:


Name:


Title:




EDS EQUIPMENT COMPANY LLC


EDS PUERTO RICO, INC.


SHAW BEALE HOUSING, L.L.C.


SHAW CENTCOM SERVICES, LLC


SHAW ENERGY DELIVERY SERVICES, INC.


SHAW GLOBAL, L.L.C.


SHAW HANSCOM HOUSING, L.L.C.


SHAW INTERNATIONAL, LTD.


SHAW INTERNATIONAL MANAGEMENT SERVICES ONE, INC.


SHAW INTERNATIONAL MANAGEMENT SERVICES TWO, INC.



	 	 	 
	SHAW LIQUID SOLUTIONS LLC

SHAW MEXICO, L.L.C.

SHAW POWERGEN, L.L.C.

SHAW ROBOTIC ENVIRONMENTAL SERVICES, L.L.C.

SHAW STONE & WEBSTER PUERTO RICO,

	 	







INC.








SHAW WASTE SOLUTIONS LLC


STONE & WEBSTER MICHIGAN, INC.




By:    


Gary P. Graphia


Secretary



3




SHAW LITTLE ROCK HOUSING, L.L.C.




by its sole member,


SHAW INFRASTRUCTURE, INC.




By:    


Gary P. Graphia


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




AMERICAN PLASTIC PIPE AND




SUPPLY, L.L.C.




LFG SPECIALTIES, L.L.C.


SHAW ENVIRONMENTAL &




INFRASTRUCTURE, INC.




SHAW FACILITIES, INC.


SHAW INFRASTRUCTURE, INC.


SHAW PROPERTY HOLDINGS, INC.


STONE & WEBSTER – IT RUSSIA MANAGEMENT CONSULTANTS,
INC.




By:    


Robert L. Belk


Executive Vice President and Treasurer



4




STONE & WEBSTER – JSC MANAGEMENT CONSULTANTS, INC.




By:    


Robert L. Belk


Senior Vice President and Treasurer




SHAW BENECO, INC.


SHAW E & I INVESTMENT HOLDINGS, INC.




By:    


Robert L. Belk


Executive Vice President




POWER TECHNOLOGIES, INC.




By:    


Robert L. Belk


Vice President and Assistant Treasurer




S C WOODS, L.L.C.




by its sole member,


Stone & Webster, Inc.




By:    


Robert L. Belk




Vice President and Treasurer



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B.F. SHAW, INC.


C.B.P. ENGINEERING CORP.


FIELD SERVICES, INC.


PROSPECT INDUSTRIES (HOLDINGS) INC.


SHAW A/DE, INC.


SHAW ALLOY PIPING PRODUCTS, INC.


SHAW CAPITAL, INC.


SHAW CONNEX, INC.


SHAW ENVIRONMENTAL, INC.


SHAW FABRICATORS, INC.


SHAW FCI, INC.


SHAW FVF, INC.


SHAW GLOBAL ENERGY SERVICES, INC.


SHAW GRP OF CALIFORNIA


SHAW HEAT, INC.


SHAW INDUSTRIAL SUPPLY CO., INC.


SHAW INTELLECTUAL PROPERTY




HOLDINGS, INC.




SHAW INTERNATIONAL, INC.


SHAW JV HOLDINGS, L.L.C.


SHAW MAINTENANCE, INC.




By:    


Robert L. Belk


Vice President and Treasurer




STONE & WEBSTER SERVICES, L.L.C.


STONE & WEBSTER, INC.


SWINC ACQUISITION FIVE, L.L.C.




By:    


Robert L. Belk


Vice President and Treasurer




PIKE PROPERTIES I, INC.


PIKE PROPERTIES II, INC.




By:    


Robert L. Belk


Vice President



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	SHAW MANAGED SERVICES, INC.

SHAW MANAGEMENT SERVICES

ONE, INC.

SHAW NAPTECH, INC.

SHAW PIPE SHIELDS, INC.

SHAW PIPE SUPPORTS, INC.

SHAW POWER SERVICES GROUP, L.L.C.

SHAW POWER SERVICES, INC.

SHAW PROCESS AND INDUSTRIAL

GROUP, INC.

SHAW PROCESS FABRICATORS, 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 INTERNATIONAL

	 	





































HOLDINGS, INC.








STONE & WEBSTER INTERNATIONAL, INC.


STONE & WEBSTER MANAGEMENT CONSULTANTS, INC.


STONE & WEBSTER MASSACHUSETTS, INC.


STONE & WEBSTER PROCESS




TECHNOLOGY, INC.




By:    


Robert L. Belk


Vice President and Treasurer




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


STONE & WEBSTER CONSTRUCTION, INC.




By:    


Robert L. Belk


President



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ARLINGTON AVENUE E VENTURE, LLC




by its sole member,


LandBank Properties, L.L.C.




By:    


T.A. Barfield, Jr.


Chief Executive Officer and Chairman




CAMDEN ROAD VENTURE, LLC




by its sole member,


LandBank Properties, L.L.C.




By:    


T.A. Barfield, Jr.


Chief Executive Officer and Chairman




GREAT SOUTHWEST PARKWAY




VENTURE, LLC


by its sole member,


LandBank Properties, L.L.C.




By:    


T.A. Barfield, Jr.


Chief Executive Officer and Chairman




LANDBANK PROPERTIES, L.L.C.


SHAW ENVIRONMENTAL LIABILITY SOLUTIONS, L.L.C.


THE LANDBANK GROUP, INC.




By:    


T.A. Barfield, Jr.


Chief Executive Officer and Chairman



8




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, LLC


SHAW CALIFORNIA, L.L.C.


SHAW CMS, INC.


SHAW COASTAL, INC.


SHAW REMEDIATION SERVICES, L.L.C.


SHAW TRANSMISSION AND DISTRIBUTION




SERVICES INC.




By:    


T.A. Barfield, Jr.


President




SELS ADMINISTRATIVE SERVICES, L.L.C.




By:    


James R. Redwine


Manager



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LENDERS:




BNP PARIBAS,


as Agent and as a Lender




By:


Name:


Title:




By:


Name:


Title:



10




CREDIT SUISSE FIRST BOSTON,




CAYMAN ISLANDS BRANCH,


as a Lender




By:


Name:


Title:



11




HARRIS TRUST AND SAVINGS BANK,


as a Lender




By:


Name:


Title:



12




U.S. BANK NATIONAL ASSOCIATION,


as a Lender




By:


Name:


Title:



13




UNION PLANTERS BANK, N.A.


as a Lender




By:


Name:


Title:



14




UBS AG, CAYMAN ISLANDS BRANCH


as a Lender




By:


Name:


Title:




By:


Name:


Title:



15




SOUTHWEST BANK OF TEXAS, N.A.


as a Lender




By:


Name:


Title:



16




MERRILL LYNCH CAPITAL CORPORATION,


as a Lender




By:


Name:


Title:



17




REGIONS BANK,


as a Lender




By:


Name:


Title:



18




PACIFICA CDO III, LTD., as a Lender



	 	 	 
	By:

	 	Alcentra Inc. as its Investment Manager
	 
	 	 
	By:

	 	

	 

	 	 
	Name:

	 	

	
 
	 	 
	Title:

	 	

	 

	 	 
	 
	 	 








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