INVESTMENT AGREEMENTInvestment Agreement • October 18th, 2006 • Shaw Group Inc • Miscellaneous fabricated metal products • New York
THIS INVESTMENT AGREEMENT (this “Agreement”) is made and entered into as of October 4, 2006, by and among Toshiba Corporation, a corporation organized under the laws of Japan (“Toshiba”), Toshiba Nuclear Energy Holdings (UK) Limited, a company registered in England with registered number 5929672 (the “Company”), The Shaw Group Inc., a Louisiana corporation (“Shaw”), and Nuclear Energy Holdings, L.L.C., a Delaware limited liability company and wholly owned Subsidiary (as defined below) of Shaw (the “Purchaser”). Each of Toshiba, the Company and the Purchaser are a “Party” to this Agreement, and together the “Parties”.
SHAREHOLDERS AGREEMENT dated as of October 4, 2006 by and among TOSHIBA CORPORATION TSB NUCLEAR ENERGY INVESTMENT UK LIMITED, NUCLEAR ENERGY HOLDINGS, L.L.C., ISHIKAWAJIMA-HARIMA HEAVY INDUSTRIES CO., LTD. and TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LIMITEDShareholders Agreement • October 18th, 2006 • Shaw Group Inc • Miscellaneous fabricated metal products • Delaware
AGREEMENT, dated as of October 4, 2006, among Toshiba Corporation, a corporation organized under the laws of Japan (“Toshiba”), TSB Nuclear Energy Investment UK Limited, a company registered in England with registered number 5929658 and a wholly owned Subsidiary (as defined below) of Toshiba (“Toshiba UK”), Nuclear Energy Holdings, L.L.C., a Delaware limited liability company and a wholly owned Subsidiary (“Shaw Sub”) of The Shaw Group Inc., a Louisiana corporation (“Shaw”), Ishikawajima-Harima Heavy Industries Co., Ltd., a corporation organized under the laws of Japan (“IHI”), and Toshiba Nuclear Energy Holdings (UK) Limited, a company registered in England with registration number 5929672 (the “Company”).
PUT OPTION AGREEMENTPut Option Agreement • October 18th, 2006 • Shaw Group Inc • Miscellaneous fabricated metal products • New York
This PUT OPTION AGREEMENT (this “Agreement”) is made and entered into on October 13, 2006 (the “Effective Date”), between Nuclear Energy Holdings, L.L.C., a Delaware limited liability company (“NEH”), and Toshiba Corporation, a Japanese corporation (“Toshiba”). NEH and Toshiba are also referred to herein together as the “Parties” and individually as a “Party”.
Dated 13 October 2006 NUCLEAR ENERGY HOLDINGS, L.L.C. (the Issuer)Shaw Group Inc • October 18th, 2006 • Miscellaneous fabricated metal products
PARENT PLEDGE AGREEMENT dated October 13, 2006, between The Shaw Group Inc. as Pledgor and The Bank of New York as TrusteeParent Pledge Agreement • October 18th, 2006 • Shaw Group Inc • Miscellaneous fabricated metal products • New York
Dated 13 October 2006 NUCLEAR ENERGY HOLDINGS, L.L.C. (the Issuer) and THE BANK OF NEW YORK (the Trustee) BOND TRUST DEED Linklaters Ref: 01/210/E.Hickman/ANXJShaw Group Inc • October 18th, 2006 • Miscellaneous fabricated metal products • England and Wales
REIMBURSEMENT AGREEMENTReimbursement Agreement • October 18th, 2006 • Shaw Group Inc • Miscellaneous fabricated metal products • New York
This REIMBURSEMENT AGREEMENT (this “Agreement”) is made and entered into on October 13, 2006 (the “Effective Date”), between The Shaw Group Inc., a Louisiana corporation (“Shaw”), and Toshiba Corporation, a Japanese corporation (“Toshiba”). Shaw and Toshiba are also referred to herein together as the “Parties” and individually as a “Party”.
AMENDMENT NO. 4Shaw Group Inc • October 18th, 2006 • Miscellaneous fabricated metal products
ISSUER PLEDGE AGREEMENT dated October 13, 2006, between Nuclear Energy Holdings, L.L.C. as Pledgor and The Bank of New York as TrusteeIssuer Pledge Agreement • October 18th, 2006 • Shaw Group Inc • Miscellaneous fabricated metal products • New York
