AMENDMENT NO. 1

Exhibit 10.1

EXECUTION VERSION

AMENDMENT NO. 1

          AMENDMENT NO. 1 dated as of January 31, 2011 among The Shaw Group Inc. (the “Borrower”), the subsidiaries of the Borrower listed on the signature pages hereto as “Guarantors”, the Lenders listed on the signature pages hereto and BNP Paribas, as administrative agent (in such capacity, the “Agent”).

          The Borrower, the Guarantors party thereto, the Lenders party thereto and the Agent are parties to an Amended and Restated Credit Agreement dated as of September 24, 2009 (as amended, modified and supplemented and in effect from time to time, the “Credit Agreement”), providing, subject to the terms and conditions thereof, for extensions of credit (by means of loans and letters of credit) to be made by the Lenders to the Borrower.

          The parties hereto wish to amend the Credit Agreement as hereinafter set forth and accordingly hereby agree as follows:

          Section 1. Definitions. Except as otherwise defined in this Amendment No. 1, terms defined in the Credit Agreement are used herein as defined therein.

          Section 2. Amendments. Subject to the satisfaction of the conditions precedent specified in Section 4 below, but effective as of the date hereof, the Credit Agreement shall be amended as follows:

          2.01. References Generally. References in the Credit Agreement (including references to the Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the Credit Agreement as amended hereby.

          2.02. Publicly Traded Capital Stock. Section 6.10(b) of the Credit Agreement shall be amended by replacing “$250,000,000” with “$500,000,000”.

          Section 3. Representations and Warranties. The Borrower represents and warrants to the Lenders that (i) the representations and warranties set forth in Article V of the Credit Agreement and the representations and warranties by the Borrower and its Domestic Subsidiaries in each of the other Loan Documents to which they are a party are true and correct on the date hereof as if made on and as of the date hereof (except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date) and as if each reference in said Article V to “this Agreement” included reference to this Amendment No. 1 and (ii) on the date hereof, no Default or Unmatured Default has occurred or is continuing.

          Section 4. Conditions Precedent. The amendment set forth in Section 2 hereof shall become effective, as of the date hereof, upon the execution and delivery of counterparts of this Amendment No. 1 by the Borrower, the Guarantors, the Agent and the Required Lenders (and the Borrower and each Guarantor, by its execution and delivery of this Amendment No. 1, each hereby confirms and ratifies all of its respective obligations under the Guaranty, the Security Agreement and the Subordination Agreement with respect to the amendments effected hereby).

          Section 5. Miscellaneous. Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect. This Amendment No. 1 may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Amendment No. 1 by signing any such counterpart. This Amendment No. 1 shall be governed by, and construed in accordance with, the law of the State of New York.

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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed and delivered as of the day and year first above written.