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WAIVER
WAIVER
(this “ Waiver ”) dated as of August 30,
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 Lenders have entered into a Waiver dated as of
July 16, 2007 between the Borrower and the Agent (pursuant to
authority granted by the Required Lenders) (the “ Existing
Waiver ”), pursuant to which the Required Lenders waived
compliance by the Borrower with the 45 day period set forth in
Section 6.1(b) of the Credit Agreement, with respect to the
furnishing by the Borrower of certain financial statements relating
to its fiscal quarters ended February 28, 2007 and
May 31, 2007. The Borrower has requested the Lenders to
provide a further extension of the deadline for delivery of such
financial statements under the Existing Waiver and has advised the
Lenders that it expects to furnish such financial statements by
November 30, 2007. The Borrower has also advised the Lenders
that it will restate the financial statements 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, and that the Borrower’s compliance with the
financial covenants under the Credit Agreement during such periods
is not expected to be affected by the restatement of such financial
statements.
In
recognition of the foregoing, solely with respect to the
Borrower’s fiscal quarters ended February 28, 2007 and
May 31, 2007, the Agent (acting with the written consent of
the Required Lenders) hereby waives compliance by the Borrower with
the 45 day period set forth in Section 6.1(b) of the Credit
Agreement (as extended by the Existing Waiver); pr
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