EXECUTION VERSION
WAIVER
WAIVER (this “ Waiver
”) dated as of March 19, 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 and the Agent (pursuant
to authority granted by the Required Lenders) have entered into a
Waiver dated of January 18, 2007 (the “ Existing
Waiver ”), pursuant to which the Required Lenders waived,
for a period of 60 days, compliance by the Borrower with any
covenant in the Credit Agreement to the extent that such covenant
would be breached as a result of the Borrower’s failure to
prepare and file 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 ”). The Borrower has advis
