WAIVER
WAIVER (this “ Waiver
”) dated as of January 18, 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 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 has advised the Lenders
that (i) it has not prepared and filed with the SEC certain
historical financial statements, pro forma financial statements and
related notes regarding the Westinghouse Investments that are
required to be filed by the Borrower under Regulation S-X of
the Securities Act of 1933, as amended (the “ Westinghouse
Filing Requirement ”) and (ii) it expects to make
such filing within 60 days of the date hereof. Accordingly,
the Borrower has requested the Lenders waive the Westinghouse
Filing Requirement under the Credit Agreement.
In recognition of the f
