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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 writt
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