<PAGE>
                                                                     EXHIBIT 4.2


                                  $253,029,000

                               THE SHAW GROUP INC.

                          10-3/4% SENIOR NOTES DUE 2010

                          REGISTRATION RIGHTS AGREEMENT

                                                                  March 17, 2003


CREDIT SUISSE FIRST BOSTON LLC
UBS WARBURG LLC
BMO NESBITT BURNS CORP.
CREDIT LYONNAIS SECURITIES (USA) INC.
BNP PARIBAS SECURITIES CORP.
U.S. BANCORP PIPER JAFFRAY INC.
c/o  Credit Suisse First Boston  LLC
     Eleven Madison Avenue
     New York, New York 10010-3629

Dear Sirs:

         The Shaw Group Inc., a Louisiana corporation (the "COMPANY"), proposes
to issue and sell to the several initial purchasers named in Schedule A
(collectively, the "INITIAL PURCHASERS") to the purchase agreement dated March
12, 2003 (the "PURCHASE AGREEMENT"), upon the terms set forth in the Purchase
Agreement, U.S. $253,029,000 aggregate principal amount of its 10-3/4% Senior
Notes due 2010 (the "INITIAL SECURITIES") to be guaranteed (the "GUARANTEES") by
the guarantors listed in Schedule A herein (the "GUARANTORS" and, collectively
with the Issuer, the "COMPANY"). The Initial Securities will be issued pursuant
to an Indenture, dated as of March 17, 2003 (the "INDENTURE"), among the
Company, the Guarantors named therein and The Bank of New York , as trustee (the
"TRUSTEE"). As an inducement to the Initial Purchasers to enter into the
Purchase Agreement, the Company agrees with the Initial Purchasers, for the
benefit of the Initial Purchasers and the holders of the Securities (as defined
below) (collectively, the "HOLDERS"), as follows:


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ARTICLE 12 Registered Exchange Offer. Unless not permitted by applicable law
(after the Company has complied with the ultimate paragraph of this Section 1),
the Company shall prepare and, not later than 60 calendar days (such 60th day
being a "FILING DEADLINE") after the date on which the Initial Purchasers
purchase the Initial Securities pursuant to the Purchase Agreement (the "CLOSING
DATE"), file with the Securities and Exchange Commission (the "COMMISSION") a
registration statement (the "EXCHANGE OFFER REGISTRATION STATEMENT") on an
appropriate form under the Securities Act of 1933, as amended (the "SECURITIES
ACT"), with respect to a proposed offer (the "REGISTERED EXCHANGE OFFER") to the
Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who
are not prohibited by any law or policy of the Commission from participating in
the Registered Exchange Offer, to issue and deliver to such Holders, in exchange
for the Initial Securities, a like aggregate principal amount of debt securities
of the Company issued under the Indenture, substantially identical in all
material respects to the Initial Securities (except that the Exchange Notes will
not contain terms with respect to transfer restrictions) and registered under
the Securities Act (the "EXCHANGE SECURITIES"). The Company shall use
commercially reasonable efforts to (i) cause such Exchange Offer Registration
Statement to be declared effective under the Securities Act within 180 calendar
days after the Closing Date (such 180th day being an "EFFECTIVENESS DEADLINE")
and (ii) keep the Exchange Offer Registration Statement effective for not less
than 30 calendar days (or longer, if required by applicable law) after the date
notice of the Registered Exchange Offer is mailed to the Holders (such period
being called the "EXCHANGE OFFER REGISTRATION PERIOD").

                  If the Company commences the Registered Exchange Offer, the
Company (i) will be entitled to consummate the Registered Exchange Offer 30
calendar days after such commencement (provided that the Company has accepted
all the Initial Securities theretofore validly tendered, and not withdrawn, in
accordance with the terms of the Registered Exchange Offer) and (ii) will be
required to consummate the Registered Exchange Offer no later than 40 calendar
days after the date on which the Exchange Offer Registration Statement is
declared effective (such 40th day being the "CONSUMMATION DEADLINE"); provided,
however, that if the Company is required by applicable law to keep the Exchange
Offer Registration Statement effective for more

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than 40 days, the Consummation Deadline shall be automatically extended by such
number of days exceeding 40 for which the Company is required by applicable law
to keep the Exchange Offer Registration Statement effective.

         Following the declaration of the effectiveness of the Exchange Offer
Registration Statement, the Company shall promptly commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer to
enable each Holder of Transfer Restricted Securities electing to exchange the
Initial Securities for Exchange Securities (assuming that such Holder is not an
affiliate of the Company within the meaning of the Securities Act, acquires the
Exchange Securities in the ordinary course of such Holder's business and has no
arrangements with any person to participate in the distribution of the Exchange
Securities and is not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer) to trade such Exchange
Securities from and after their receipt without any limitations or restrictions
under the Securities Act and without material restrictions under the securities
laws of the several states of the United States; provided, however, that
Exchanging Dealers (as defined below) will be required to deliver a prospectus
in connection with resales of Exchange Securities (as defined below).

         The Company acknowledges that, pursuant to current interpretations by
the Commission's staff of Section 5 of the Securities Act, in the absence of an
applicable exemption therefrom, (i) each Holder which is a broker-dealer
electing to exchange Initial Securities, acquired for its own account as a
result of market making activities or other trading activities, for Exchange
Securities (an "EXCHANGING DEALER"), is required to deliver a prospectus
containing the information set forth in (a) Annex A hereto on the cover, (b)
Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of
the Exchange Offer" section, and (c) Annex C hereto in the "Plan of
Distribution" section of such prospectus in connection with a sale of any such
Exchange Securities received by such Exchanging Dealer pursuant to the
Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell
Securities (as defined below) acquired in exchange for Initial Securities
constituting any portion of an unsold allotment, is required to deliver a
prospectus containing the information required by Items 507 or 508 of

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Regulation S-K under the Securities Act, as applicable, in connection with such
sale.

         The Company shall use commercially reasonable efforts to keep the
Exchange Offer Registration Statement effective and to amend and supplement the
prospectus contained therein, in order to permit such prospectus to be lawfully
delivered by all persons subject to the prospectus delivery requirements of the
Securities Act for such period of time as such persons must comply with such
requirements in order to resell the Exchange Securities; provided, however, that
(i) in the case where such prospectus and any amendment or supplement thereto
must be delivered by an Exchanging Dealer or an Initial Purchaser, such period
shall be the lesser of 180 days and the date on which all Exchanging Dealers and
the Initial Purchasers have sold all Exchange Securities held by them (unless
such period is extended pursuant to Section 3(j) below) and (ii) the Company
shall make such prospectus and any amendment or supplement thereto available to
any broker-dealer for use in connection with any resale of any Exchange
Securities for a period of not less than 180 days after the consummation of the
Registered Exchange Offer.

         If, upon consummation of the Registered Exchange Offer, any Initial
Purchaser holds Initial Securities acquired by it as part of its initial
distribution, the Company, simultaneously with the delivery of the Exchange
Securities pursuant to the Registered Exchange Offer, shall issue and deliver to
such Initial Purchaser upon the written request of such Initial Purchaser, in
exchange (the "PRIVATE EXCHANGE") for the Initial Securities held by such
Initial Purchaser, a like principal amount of debt securities of the Company
issued under the Indenture and substantially identical in all material respects
to the Initial Securities (the "PRIVATE EXCHANGE SECURITIES"). The Initial
Securities, the Exchange Securities and the Private Exchange Securities are
herein collectively called the "SECURITIES".

         In connection with the Registered Exchange Offer, the Company shall:

                  SECTION 12.01. mail to each Holder a copy of the prospectus
forming part of the Exchange Offer Registration Statement, together with an
appropriate letter of transmittal and related documents;


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                  SECTION 12.02. keep the Registered Exchange Offer open for not
less than 30 calendar days (or longer, if required by applicable law) after the
date notice thereof is mailed to the Holders;

                  SECTION 12.03. utilize the services of a depositary for the
Registered Exchange Offer with an address in the Borough of Manhattan, The City
of New York, which may be the Trustee or an affiliate of the Trustee;

                  SECTION 12.04. permit Holders to withdraw tendered Securities
at any time prior to the close of business, New York time, on the last business
day on which the Registered Exchange Offer shall remain open; and

                  SECTION 12.05. otherwise comply with all applicable laws.

         As soon as practicable after the close of the Registered Exchange Offer
or the Private Exchange, as the case may be, the Company shall:

                  (x) accept for exchange all the Securities duly tendered and
         not validly withdrawn pursuant to the Registered Exchange Offer and the
         Private Exchange;

                  (y) deliver or cause to be delivered to the Trustee for
         cancellation all of the Initial Securities so accepted for exchange;
         and

                  (z) deliver promptly to each Holder of the Initial Securities,
         Exchange Securities or Private Exchange Securities, as the case may be,
         equal in principal amount to the Initial Securities of such Holder so
         accepted for exchange.

         The Indenture will provide that the Exchange Securities will not be
subject to the transfer restrictions set forth in the Indenture and that all of
the Securities will vote and consent together on all matters as one class and
that none of the Securities will have the right to vote or consent as a class
separate from one another on any matter.

         Interest on each Exchange Security and Private Exchange Security issued
pursuant to the Registered Exchange Offer and in the Private Exchange will
accrue from the last interest payment date on which interest was paid on the
Initial Securities surrendered in exchange therefor or, if no interest has been
paid on the Initial Securities, from the date of original issue of the Initial
Securities.


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         Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company that at the time of the consummation of the
Registered Exchange Offer (i) any Exchange Securities received by such Holder
will be acquired in the ordinary course of business, (ii) such Holder will have
no arrangements or understanding with any person to participate in the
distribution of the Securities or the Exchange Securities within the meaning of
the Securities Act, (iii) such Holder is not an "affiliate," as defined in Rule
405 of the Securities Act, of the Company or if it is an affiliate, such Holder
will comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable, (iv) if such Holder is not a
broker-dealer, that it is not engaged in, and does not intend to engage in, the
distribution of the Exchange Securities and (v) if such Holder is a
broker-dealer, that it will receive Exchange Securities for its own account in
exchange for Initial Securities that were acquired as a result of market-making
activities or other trading activities and that it will be required to
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities.

         Notwithstanding any other provisions hereof, the Company will ensure
that (i) any Exchange Offer Registration Statement and any amendment thereto and
any prospectus forming part thereof and any supplement thereto complies in all
material respects with the Securities Act and the rules and regulations
thereunder, (ii) any Exchange Offer Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (iii) any prospectus
forming part of any Exchange Offer Registration Statement, and any supplement to
such prospectus, does not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading.

         If following the date hereof there has been announced a change in
Commission policy with respect to exchange offers that in the reasonable opinion
of counsel to the Company raises a substantial question as to whether the
Registered Exchange Offer is permitted by applicable


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federal law, the Company will seek a no-action letter or other favorable
decision from the Commission allowing the Company to consummate the Registered
Exchange Offer. The Company will pursue the issuance of such a decision to the
Commission staff level. In connection with the foregoing, the Company will take
all such other actions as may be requested by the Commission or otherwise
required in connection with the issuance of such decision, including without
limitation (i) participating in telephonic conferences with the Commission, (ii)
delivering to the Commission staff an analysis prepared by counsel to the
Company setting forth the legal bases, if any, upon which such counsel has
concluded that the Registered Exchange Offer should be permitted and (iii)
diligently pursuing a resolution (which need not be favorable) by the Commission
staff.

ARTICLE 13 Shelf Registration. If, (i) because of any change in law or in
applicable interpretations thereof by the staff of the Commission, the Company
is not permitted to effect a Registered Exchange Offer, as contemplated by
Section 1 hereof, (ii) for any other reason, the Registered Exchange Offer is
not consummated by the 220th day after the Closing Date, (iii) any Initial
Purchaser notifies us within 10 Business Days with respect to the Initial
Securities (or the Private Exchange Securities) not eligible to be exchanged for
Exchange Securities in the Registered Exchange Offer and held by it following
consummation of the Registered Exchange Offer or (iv) any Holder (other than an
Exchanging Dealer) notifies the Company in writing that it is not eligible to
participate in the Registered Exchange Offer or, in the case of any Holder
(other than an Exchanging Dealer) that participates in the Registered Exchange
Offer, such Holder is required to deliver a prospectus in connection with a
resale of the Exchange Securities or otherwise does not receive freely tradeable
Exchange Securities on the date of the exchange and any such Holder so requests,
the Company shall take the following actions (the date on which any of the
conditions described in the foregoing clauses (i) through (iv) occur, including
in the case of clauses (iii) or (iv) the receipt of the required notice, being a
"TRIGGER DATE"):

                  SECTION 13.01. The Company shall promptly (but in no event
more than 30 calendar days after the Trigger Date (such 30th day being a "FILING
DEADLINE")) file with the Commission and thereafter use commercially reasonable

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efforts to cause to be declared effective no later than (1) 180 calendar days
after the Closing Date in the case of clause (i) of the proceeding paragraph and
(2) 60 calendar days after the filing thereof in the case of clauses (ii), (iii)
and (iv) of the preceding paragraph (such day, as applicable, being an
"EFFECTIVENESS DEADLINE") a registration statement (the "SHELF REGISTRATION
STATEMENT" and, together with the Exchange Offer Registration Statement, a
"REGISTRATION STATEMENT") on an appropriate form under the Securities Act
relating to the offer and sale of the Transfer Restricted Securities by the
Holders thereof from time to time in accordance with the methods of distribution
set forth in the Shelf Registration Statement and Rule 415 under the Securities
Act (hereinafter, the "SHELF REGISTRATION"); provided, however, that no Holder
(other than an Initial Purchaser) shall be entitled to have the Securities held
by it covered by such Shelf Registration Statement unless such Holder agrees in
writing to be bound by all the provisions of this Agreement applicable to such
Holder.

                  SECTION 13.02. The Company shall use commercially reasonable
efforts to keep the Shelf Registration Statement continuously effective in order
to permit the prospectus included therein to be lawfully delivered by the
Holders of the relevant Securities until the earliest of (i) the time when the
Securities covered by the Shelf Registration may be sold pursuant to Rule 144
under the Securities Act without any limitations under clauses (c), (e), (f) and
(h) of Rule 144, (ii) two years from the Closing Date (or such longer period if
extended pursuant to Section 3(j) below) and (iii) the date on which all
Securities covered by the Shelf Registration Statement are disposed of in
accordance therewith. The Company shall be deemed not to have used commercially
reasonable efforts to keep the Shelf Registration Statement effective during the
requisite period if it voluntarily takes any action that would result in Holders
of Securities covered thereby not being able to offer and sell such Securities
during that period, unless such action is required by applicable law.

                  SECTION 13.03. Notwithstanding any other provisions of this
Agreement to the contrary, the Company shall cause the Shelf Registration
Statement and the related prospectus and any amendment or supplement thereto, as
of the effective date of the Shelf Registration

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Statement, amendment or supplement, (i) to comply in all material respects with
the applicable requirements of the Securities Act and the rules and regulations
of the Commission and (ii) not to contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under
which they were made, not misleading.

ARTICLE 14 Registration Procedures. In connection with any Shelf Registration
contemplated by Section 2 hereof and, to the extent applicable, any Registered
Exchange Offer contemplated by Section 1 hereof, the following provisions shall
apply:

                  SECTION 14.01. The Company shall (i) furnish to each Initial
Purchaser, prior to the filing thereof with the Commission, a copy of the
Registration Statement and each amendment thereof and each supplement, if any,
to the prospectus included therein and, in the event that an Initial Purchaser
(with respect to any portion of an unsold allotment from the original offering)
is participating in the Registered Exchange Offer or the Shelf Registration, the
Company shall use commercially reasonable efforts to reflect in each such
document, when so filed with the Commission, such comments as such Initial
Purchaser reasonably may propose within a reasonable time after receipt of any
such document; (ii) furnish to one firm of legal counsel, on behalf of any and
all Initial Purchasers participating in a Registered Exchange Offer, prior to
the filing thereof with the Commission, a copy of the Exchange Offer
Registration Statement and each amendment thereof and each supplement, if any,
to the prospectus included therein and, in the event that an Initial Purchaser
(with respect to any unsold portion of an unsold allotment from the original
offering) is participating in the Registered Exchange Offer, the Company shall
use commercially reasonable efforts to reflect in each such document, when so
filed with the Commission, such comments that such legal counsel representing
any and all Initial Purchasers may reasonably propose within a reasonable time
after receipt of any such document; (iii) include the information set forth in
Annex A hereto on the cover, in Annex B hereto in the "Exchange Offer
Procedures" or similarly titled section and the "Purpose of the Exchange Offer"
or similarly titled section and in Annex C hereto in the "Plan of Distribution"
or similarly titled section of the prospectus forming a


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part of the Exchange Offer Registration Statement and include the information
set forth in Annex D hereto in the Letter of Transmittal delivered pursuant to
the Registered Exchange Offer; (iv) if requested by an Initial Purchaser within
a reasonable time after receipt of any such document, include the information
required by Items 507 or 508 of Regulation S-K under the Securities Act, as
applicable, in the prospectus forming a part of the Exchange Offer Registration
Statement; (v) include within the prospectus contained in the Exchange Offer
Registration Statement a section entitled "Plan of Distribution," reasonably
acceptable to the Initial Purchasers, which shall contain a summary statement of
the positions taken or policies made by the staff of the Commission with respect
to the potential "underwriter" status of any broker-dealer that is the
beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of
1934, as amended (the "Exchange Act")) of Exchange Securities received by such
broker-dealer in the Registered Exchange Offer (a "PARTICIPATING
BROKER-DEALER"), whether such positions or policies have been publicly
disseminated by the staff of the Commission or such positions or policies, in
the reasonable judgment of the Initial Purchasers based upon advice of counsel
(which may be in-house counsel), represent the prevailing views of the staff of
the Commission; and (vi) in the case of a Shelf Registration Statement, include
the names of the Holders who propose to sell Securities pursuant to the Shelf
Registration Statement as selling securityholders; provided, however, that each
such Holder shall have furnished to the Company on a timely basis such
information regarding the Holder as the Company may require pursuant to Section
3(n) hereof. Notwithstanding the foregoing, following the effective date of the
Shelf Registration Statement, the Company shall not be required to file more
than one supplement or post-effective amendment to reflect changes in the amount
of Initial Securities held by any particular Holder at the request of such
Holder in any 30-day period.

                  SECTION 14.02. The Company shall give written notice to the
Initial Purchasers, the Holders of the Securities proposed to be sold under the
Shelf Registration and any Participating Broker-Dealer from whom the Company has
received prior written notice that it will be a Participating Broker-Dealer in
the Registered Exchange Offer (which notice pursuant to clauses (ii)-(v) hereof
shall be accompanied by an instruction to suspend the use

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of the prospectus until the requisite changes have been made):

                  (a) when the Registration Statement or any amendment thereto
has been filed with the Commission and when the Registration Statement or any
post-effective amendment thereto has become effective;

                  (b) of any request by the Commission for amendments or
supplements to the Registration Statement or the prospectus included therein or
for additional information;

                  (c) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the initiation of
any proceedings for that purpose;

                  (d) of the receipt by the Company or its legal counsel of any
notification with respect to the suspension of the qualification of the
Securities for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose; and

                  (e) of the happening of any event that requires the Company to
make changes in the Registration Statement or the prospectus in order that the
Registration Statement or the prospectus do not contain an untrue statement of a
material fact nor omit to state a material fact required to be stated therein or
necessary to make the statements therein (in the case of the prospectus, in
light of the circumstances under which they were made) not misleading.

                  SECTION 14.03. The Company shall use commercially reasonable
efforts to obtain the withdrawal at the earliest possible time, of any order
suspending the effectiveness of the Registration Statement.

                  SECTION 14.04. Upon written request, the Company shall furnish
to each Holder of Securities included within the coverage of the Shelf
Registration, without charge, at least one copy of the Shelf Registration
Statement and any post-effective amendment thereto, including financial
statements and schedules, and, if the Holder so requests in writing, all
exhibits thereto (including those, if any, incorporated by reference).

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                  SECTION 14.05. Upon written request, the Company shall deliver
to each Exchanging Dealer and each Initial Purchaser, and to any other Holder
who so requests in writing, without charge, at least one copy of the Exchange
Offer Registration Statement and any post-effective amendment thereto, including
financial statements and schedules, and, if any Initial Purchaser or any such
Holder requests in writing, all exhibits thereto (including those incorporated
by reference).

                  SECTION 14.06. The Company shall, during the Shelf
Registration Period, deliver to each Holder of Securities included within the
coverage of the Shelf Registration, without charge, as many copies of the
prospectus (including each preliminary prospectus) included in the Shelf
Registration Statement and any amendment or supplement thereto as such person
may reasonably request. The Company consents, subject to the provisions of this
Agreement, to the use of the prospectus or any amendment or supplement thereto
by each of the selling Holders of the Securities in connection with the offering
and sale of the Securities covered by the prospectus, or any amendment or
supplement thereto, included in the Shelf Registration Statement.

                  SECTION 14.07. The Company shall deliver to each Initial
Purchaser, any Exchanging Dealer, any Participating Broker-Dealer and such other
persons required to deliver a prospectus following the Registered Exchange
Offer, without charge, as many copies of the final prospectus included in the
Exchange Offer Registration Statement and any amendment or supplement thereto as
such persons may reasonably request. The Company consents, subject to the
provisions of this Agreement, to the use of the prospectus or any amendment or
supplement thereto by any Initial Purchaser, if necessary, any Participating
Broker-Dealer and such other persons required to deliver a prospectus following
the Registered Exchange Offer in connection with the offering and sale of the
Exchange Securities covered by the prospectus, or any amendment or supplement
thereto, included in such Exchange Offer Registration Statement.

                  SECTION 14.08. Prior to any public offering of the Securities
pursuant to any Registration Statement the Company shall register or qualify or
cooperate with the Holders of the Securities included therein and their
respective counsel in connection with the registration or qualification of the
Securities for offer and sale under


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the securities or "blue sky" laws of such states of the United States as any
Holder of the Securities reasonably requests in writing and do any and all other
acts or things reasonably necessary or advisable to enable the offer and sale in
such jurisdictions of the Securities covered by such Registration Statement;
provided, however, that the Company shall not be required to (i) qualify
generally to do business in any jurisdiction where it is not then so qualified
or (ii) take any action which would subject it to general service of process or
to taxation in any jurisdiction where it is not then so subject.

                  SECTION 14.09. The Company shall cooperate with the Holders of
the Securities to facilitate the timely preparation and delivery of certificates
representing the Securities to be sold pursuant to any Registration Statement
free of any restrictive legends and in such denominations and registered in such
names as the Holders may request a reasonable period of time prior to sales of
the Securities pursuant to such Registration Statement.

                  SECTION 14.10. Upon the occurrence of any event contemplated
by paragraphs (ii) through (v) of Section 3(b) above during the period for which
the Company is required to maintain an effective Registration Statement, the
Company shall promptly prepare and file a post-effective amendment to the
Registration Statement or a supplement to the related prospectus and any other
required document (except, in the case of a Registration Statement, in the event
of a suspension of the effectiveness thereof in accordance with Section 3(b)(v),
the Company shall not be obligated to file a post-effective amendment or
supplement to the related prospectus until the termination of the suspension and
only if such amendment or supplement is then still required) so that, as
thereafter delivered to Holders of the Securities or purchasers of Securities,
the prospectus will not contain an untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading. If the Company notifies the Initial Purchasers, the
Holders of the Securities and any known Participating Broker-Dealer in
accordance with paragraphs (ii) through (v) of Section 3(b) above to suspend the
use of the prospectus until the requisite changes to the prospectus have been
made, then the Initial Purchasers, the Holders of the Securities and any such


                                       13
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Participating Broker-Dealers shall suspend use of such prospectus, and the
period of effectiveness of the Shelf Registration Statement provided for in
Section 2(b) above and the Exchange Offer Registration Statement provided for in
Section 1 above shall each be extended by the number of days from and including
the date of the giving of such notice to and including the date when the Initial
Purchasers, the Holders of the Securities and any known Participating
Broker-Dealer shall have received such amended or supplemented prospectus
pursuant to this Section 3(j) or the Company shall have notified such Holders
that disposition of such Transfer Restricted Securities may resume under the
existing prospectus.

                  SECTION 14.11. Not later than the effective date of the
applicable Registration Statement, the Company will provide a CUSIP number for
the Initial Securities, the Exchange Securities or the Private Exchange
Securities, as the case may be, and provide the applicable trustee with
certificates for the Initial Securities, the Exchange Securities or the Private
Exchange Securities, as the case may be, in a form eligible for deposit with The
Depository Trust Company.

                  SECTION 14.12. The Company will comply with all rules and
regulations of the Commission to the extent and so long as they are applicable
to the Registered Exchange Offer or the Shelf Registration and will make
generally available to its security holders (or otherwise provide in accordance
with Section 11(a) of the Securities Act) an earnings statement satisfying the
provisions of Section 11(a) of the Securities Act, no later than 45 days after
the end of a 12-month period (or 90 days, if such period is a fiscal year)
beginning with the first month of the Company's first fiscal quarter commencing
after the effective date of the Registration Statement, which statement shall
cover such 12-month period.

                  SECTION 14.13. The Company shall cause the Indenture to be
qualified under the Trust Indenture Act of 1939, as amended, in a timely manner
and containing such changes, if any, as shall be necessary for such
qualification. In the event that such qualification would require the
appointment of a new trustee under the Indenture, the Company shall appoint a
new trustee thereunder pursuant to the applicable provisions of the Indenture.


                                       14
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                  SECTION 14.14. The Company may require each Holder of
Securities to be sold pursuant to the Shelf Registration Statement to furnish to
the Company such information regarding the Holder and the distribution of the
Securities as the Company may from time to time reasonably require for inclusion
in the Shelf Registration Statement, and the Company may exclude from such
registration the Securities of any Holder that unreasonably fails to furnish
such information within a reasonable time after receiving such request.

                  SECTION 14.15. The Company shall enter into such customary
agreements (including, if requested, an underwriting agreement in customary
form) and take all such other action, if any, as the Holders on not less than a
majority of the aggregate principal amount of the Securities to be included in
the Shelf Registration shall reasonably request in order to facilitate the
disposition of the Securities pursuant to any Shelf Registration.

                  SECTION 14.16. In the case of any Shelf Registration, the
Company shall (i) make reasonably available for inspection by the Holders of the
Securities, any underwriter participating in any disposition pursuant to the
Shelf Registration Statement and any attorney, accountant or other agent
retained by the Holders of the Securities or any such underwriter all relevant
financial and other records, pertinent corporate documents and properties of the
Company and (ii) cause the Company's officers, directors, employees, accountants
and auditors to supply all relevant information reasonably requested by the
Holders of the Securities or any such underwriter, attorney, accountant or agent
in connection with the Shelf Registration Statement, in each case, as shall be
reasonably necessary to enable such persons, to conduct a reasonable
investigation within the meaning of Section 11 of the Securities Act; provided,
however, that the foregoing inspection and information gathering shall be
coordinated on behalf of the Initial Purchasers by you and on behalf of the
other parties, by one counsel designated by and on behalf of such other parties
as described in Section 4 hereof and shall be subject to any confidentiality
procedures reasonably instituted by the Company.

                  SECTION 14.17. In the case of any Shelf Registration, the
Company, if requested by the Holders of at least a majority of the Securities
covered thereby,

                                       15
<PAGE>

shall (i) use commercially reasonable efforts to cause its counsel (which may
include more than one counsel) to deliver an opinion and updates thereof
relating to the Securities in customary form addressed to such Holders and the
managing underwriters, if any, thereof and dated, in the case of the initial
opinion, the effective date of such Shelf Registration Statement (it being
agreed that the matters to be covered by such opinion shall include (subject to
reasonable qualifications and exceptions), without limitation, the due
incorporation and good standing of the Company and the Guarantors; the
qualification of the Company and the Guarantors to transact business as foreign
corporations in certain jurisdictions; the due authorization, execution and
delivery of the relevant agreement of the type referred to in Section 3(o)
hereof; the due authorization, execution, authentication and issuance, and the
validity and enforceability, of the applicable Securities; the absence of
material legal or governmental proceedings involving the Company and the
Guarantors (to the extent not disclosed in the Shelf Registration); the absence
of governmental approvals (other than those required by the Commission) required
to be obtained in connection with the Shelf Registration Statement, the offering
and sale of the applicable Securities, or any agreement of the type referred to
in Section 3(o) hereof; the compliance as to form in all material respects of
such Shelf Registration Statement and any documents incorporated by reference
therein and of the Indenture with the requirements of the Securities Act and the
Trust Indenture Act, respectively; and, as of the date of the opinion and as of
the effective date of the Shelf Registration Statement or most recent
post-effective amendment thereto, as the case may be, the absence from such
Shelf Registration Statement and the prospectus included therein, as then
amended or supplemented, and from any documents incorporated by reference
therein of an untrue statement of a material fact or the omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading (in the case of any such documents, in light
of the circumstances existing at the time that such documents were filed with
the Commission under the Exchange Act); (ii) cause its officers to execute and
deliver all customary documents and certificates and updates thereof requested
by any underwriters of the applicable Securities and (iii) cause its independent
public accountants and the independent public accountants with respect to any
other

                                       16
<PAGE>

entity for which financial information is provided in the Shelf Registration
Statement to provide to the selling Holders of the applicable Securities and any
underwriter therefor a comfort letter in customary form and covering matters of
the type customarily covered in comfort letters in connection with primary
underwritten offerings, subject to receipt of appropriate documentation as
contemplated, and only if permitted, by Statement of Auditing Standards No. 72.

                  SECTION 14.18. In the case of the Registered Exchange Offer,
if requested by any Initial Purchaser or any known Participating Broker-Dealer,
the Company shall cause (i) its counsel to deliver to such Initial Purchaser or
such Participating Broker-Dealer a signed opinion in the form set forth in
Section 6(c) of the Purchase Agreement with such changes as are customary in
connection with the preparation of a Registration Statement and (ii) its
independent public accountants and the independent public accountants with
respect to any other entity for which financial information is provided in the
Registration Statement to deliver to such Initial Purchaser or such
Participating Broker-Dealer a comfort letter, in customary form, meeting the
requirements as to the substance thereof as set forth in Section 6(a) and (f) of
the Purchase Agreement, with appropriate date changes.

                  SECTION 14.19. If a Registered Exchange Offer or a Private
Exchange is to be consummated, upon delivery of the Initial Securities by
Holders to the Company (or to such other Person as directed by the Company) in
exchange for the Exchange Securities or the Private Exchange Securities, as the
case may be, the Company shall mark, or cause to be marked, on the Initial
Securities so exchanged that such Initial Securities are being canceled in
exchange for the Exchange Securities or the Private Exchange Securities, as the
case may be; in no event shall the Initial Securities be marked as paid or
otherwise satisfied.

                  SECTION 14.20. If requested by the Initial Purchasers or the
Holders, the Company will use its commerically reasonable efforts to confirm
that the Ratings on the Initial Securities will apply to the Securities covered
by a Registration Statement.

                  SECTION 14.21. In the event that any broker-dealer registered
under the Exchange Act shall


                                       17
<PAGE>


underwrite any Securities or participate as a member of an underwriting
syndicate or selling group or "assist in the distribution" (within the meaning
of the Conduct Rules (the "RULES") of the National Association of Securities
Dealers, Inc. ("NASD")) thereof, whether as a Holder of such Securities or as an
underwriter, a placement or sales agent or a broker or dealer in respect
thereof, or otherwise, the Company will assist such broker-dealer in complying
with the requirements of such Rules, including, without limitation, by (i) if
such Rules, including Rule 2720, shall so require, engaging a "qualified
independent underwriter" (as defined in Rule 2720) to participate in the
preparation of the Registration Statement relating to such Securities, to
exercise usual standards of due diligence in respect thereto and, if any portion
of the offering contemplated by such Registration Statement is an underwritten
offering or is made through a placement or sales agent, to recommend the yield
of such Securities, (ii) indemnifying any such qualified independent underwriter
to the extent of the indemnification of underwriters provided in Section 5
hereof and (iii) providing such information to such broker-dealer as may be
required in order for such broker-dealer to comply with the requirements of the
Rules.

                  SECTION 14.22. The Company shall use commercially reasonable
efforts to take all other steps necessary to effect the registration of the
Securities covered by a Registration Statement contemplated hereby.

                       ARTICLE 15 Registration Expenses.

                  SECTION 15.01. All expenses incident to the Company's
performance of and compliance with this Agreement will be borne by the Company,
regardless of whether a Registration Statement is ever filed or becomes
effective, including without limitation;

                  (a) all registration and filing fees and expenses;

                  (b) all fees and expenses of compliance with federal
securities and state "blue sky" or securities laws;

                  (c) all expenses of printing (including printing certificates
for the Securities to be issued in the Registered Exchange Offer and the Private
Exchange and


                                       18
<PAGE>

printing of Prospectuses), messenger and delivery services and telephone;

                  (d) all fees and disbursements of counsel for the Company;

                  (e) all application and filing fees in connection with listing
the Exchange Securities on a national securities exchange or automated quotation
system pursuant to the requirements hereof; and

                  (f) all fees and disbursements of independent certified public
accountants of the Company (including the expenses of any special audit and
comfort letters required by or incident to such performance).

         The Company will bear its internal expenses (including, without
         limitation, all salaries and expenses of its officers and employees
         performing legal or accounting duties), the expenses of any annual
         audit and the fees and expenses of any person, including special
         experts, retained by the Company.

                  SECTION 15.02. In connection with any Registration Statement
required by this Agreement, the Company will reimburse the Initial Purchasers
and the Holders of Transfer Restricted Securities who are tendering Initial
Securities in the Registered Exchange Offer and/or selling or reselling
Securities pursuant to the "Plan of Distribution" contained in the Exchange
Offer Registration Statement or the Shelf Registration Statement, as applicable,
for the reasonable fees and disbursements of not more than one counsel, who
shall be Cravath, Swaine & Moore unless another firm shall be chosen by the
Holders of a majority in principal amount of the Transfer Restricted Securities
for whose benefit such Registration Statement is being prepared.

                          ARTICLE 16 Indemnification.

                  SECTION 16.01. The Company agrees to indemnify and hold
harmless each Holder of the Securities, any Participating Broker-Dealer and each
person, if any, who controls such Holder or such Participating Broker-Dealer
within the meaning of the Securities Act or the Exchange Act (each Holder, any
Participating Broker-Dealer and such controlling persons are referred to
collectively as the "INDEMNIFIED PARTIES") from and against any losses, claims,




                                       19
<PAGE>

damages or liabilities, joint or several, or any actions in respect thereof
(including, but not limited to, any losses, claims, damages, liabilities or
actions relating to purchases and sales of the Securities) to which each
Indemnified Party may become subject under the Securities Act, the Exchange Act
or otherwise, insofar as such losses, claims, damages, liabilities or actions
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in a Registration Statement or prospectus or in any
amendment or supplement thereto or in any preliminary prospectus relating to a
Shelf Registration, or arise out of, or are based upon, the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and shall reimburse, as
incurred, the Indemnified Parties for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action in respect thereof; provided, however, that
(i) the Company shall not be liable in any such case to the extent that such
loss, claim, damage or liability arises out of or is based upon any untrue
statement or alleged untrue statement or omission or alleged omission made in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration in reliance
upon and in conformity with written information pertaining to such Holder and
furnished to the Company by or on behalf of such Holder specifically for
inclusion therein and (ii) with respect to any untrue statement or omission or
alleged untrue statement or omission made in any preliminary prospectus relating
to a Shelf Registration Statement, the indemnity agreement contained in this
subsection (a) shall not inure to the benefit of any Holder or Participating
Broker-Dealer from whom the person asserting any such losses, claims, damages or
liabilities purchased the Securities concerned, to the extent that a prospectus
relating to such Securities was required to be delivered by such Holder or
Participating Broker-Dealer under the Securities Act in connection with such
purchase and any such loss, claim, damage or liability of such Holder or
Participating Broker-Dealer results from the fact that there was not sent or
given to such person, at or prior to the written confirmation of the sale of
such Securities to such person, a copy of the final prospectus if the Company
had previously furnished copies thereof to such Holder or Participating
Broker-Dealer; provided

                                       20
<PAGE>

further, however, that this indemnity agreement will be in addition to any
liability which the Company may otherwise have to such Indemnified Party. The
Company shall also indemnify underwriters, their officers and directors and each
person who controls such underwriters within the meaning of the Securities Act
or the Exchange Act to the same extent as provided above with respect to the
indemnification of the Holders of the Securities if requested by such Holders.

                  SECTION 16.02. Each Holder of the Securities, severally and
not jointly, will indemnify and hold harmless the Company and each person, if
any, who controls the Company within the meaning of the Securities Act or the
Exchange Act from and against any losses, claims, damages or liabilities or any
actions in respect thereof, to which the Company or any such controlling person
may become subject under the Securities Act, the Exchange Act or otherwise,
insofar as such losses, claims, damages, liabilities or actions arise out of or
are based upon any untrue statement or alleged untrue statement of a material
fact contained in a Registration Statement or prospectus or in any amendment or
supplement thereto or in any preliminary prospectus relating to a Shelf
Registration, or arise out of or are based upon the omission or alleged omission
to state therein a material fact necessary to make the statements therein not
misleading, but in each case only to the extent that the untrue statement or
omission or alleged untrue statement or omission was made in reliance upon and
in conformity with written information pertaining to such Holder and furnished
to the Company by or on behalf of such Holder specifically for inclusion
therein; and, subject to the limitation set forth immediately preceding this
clause, shall reimburse, as incurred, the Company for any legal or other
expenses reasonably incurred by the Company or any such controlling person in
connection with investigating or defending any loss, claim, damage, liability or
action in respect thereof. This indemnity agreement will be in addition to any
liability which such Holder may otherwise have to the Company or any of its
controlling persons.

                  SECTION 16.03. Promptly after receipt by an indemnified party
under this Section 5 of notice of the commencement of any action or proceeding
(including a governmental investigation), such indemnified party will, if a
claim in respect thereof is to be made against the

                                       21
<PAGE>


indemnifying party under this Section 5, notify the indemnifying party of the
commencement thereof; but the failure to notify the indemnifying party shall not
relieve it from any liability that it may have under subsection (a) or (b) above
except to the extent that it has been materially prejudiced (through the
forfeiture of substantive rights or defenses) by such failure; and provided
further that the failure to notify the indemnifying party shall not relieve it
from any liability that it may have to an indemnified party otherwise than under
subsection (a) or (b) above. In case any such action is brought against any
indemnified party, and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein and, to
the extent that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory to
such indemnified party (who shall not, except with the consent of the
indemnified party, be counsel to the indemnifying party), and after notice from
the indemnifying party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party will not be liable to such
indemnified party under this Section 5 for any legal or other expenses, other
than reasonable costs of investigation, subsequently incurred by such
indemnified party in connection with the defense thereof. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement of, compromise of, or consent to the entry of a judgment in respect
of any pending or threatened action in respect of which any indemnified party is
or could have been a party and indemnity could have been sought hereunder by
such indemnified party unless such settlement (i) includes an unconditional
release of such indemnified party from all liability on any claims that are the
subject matter of such action, and (ii) does not include a statement as to or an
admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.

                  SECTION 16.04. If the indemnification provided for in this
Section 5 is unavailable or insufficient to hold harmless an indemnified party
under subsections (a) or (b) above, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to in subsection (a) or (b) above in such proportion as is appropriate
to


                                       22
<PAGE>

reflect the relative fault of the indemnifying party or parties on the one hand
and the indemnified party on the other in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities (or
actions in respect thereof) as well as any other relevant equitable
considerations. The relative fault of the parties shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company on the one hand or such Holder or
such other indemnified party, as the case may be, on the other, and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The amount paid by an indemnified party as a
result of the losses, claims, damages or liabilities referred to in the first
sentence of this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any action or claim which is the subject of this
subsection (d). Notwithstanding any other provision of this Section 5(d), the
Holders of the Securities shall not be required to contribute any amount in
excess of the amount by which the net proceeds received by such Holders from the
sale of the Securities pursuant to a Registration Statement exceeds the amount
of damages which such Holders have otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. For purposes of this
paragraph (d), each person, if any, who controls such indemnified party within
the meaning of the Securities Act or the Exchange Act shall have the same rights
to contribution as such indemnified party and each person, if any, who controls
the Company within the meaning of the Securities Act or the Exchange Act shall
have the same rights to contribution as the Company.

                  SECTION 16.05. The agreements contained in this Section 5
shall survive the sale of the Securities pursuant to a Registration Statement
and shall remain in full force and effect, regardless of any termination or
cancellation of this Agreement or any investigation made by or on behalf of any
indemnified party.


                                       23
<PAGE>

          ARTICLE 17 Additional Interest Under Certain Circumstances.

                  SECTION 17.01. Additional interest (the "ADDITIONAL INTEREST")
with respect to the applicable Securities shall be assessed as follows if any of
the following events occur (each such event in clauses (i) through (iv) below
being herein called a "REGISTRATION DEFAULT"):

                  (a) any Registration Statement required by this Agreement is
not filed with the Commission on or prior to the applicable Filing Deadline;

                  (b) any Registration Statement required by this Agreement is
not declared effective by the Commission on or prior to the applicable
Effectiveness Deadline;

                  (c) the Registered Exchange Offer has not been consummated on
or prior to the Consummation Deadline; or

                  (d) subject to Section 6(b), any Registration Statement
required by this Agreement has been declared effective by the Commission but (A)
such Registration Statement thereafter ceases to be effective or (B) such
Registration Statement or the related prospectus ceases to be usable in
connection with resales of Transfer Restricted Securities during the periods
specified herein because either (1) any event occurs as a result of which the
related prospectus forming part of such Registration Statement would include any
untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein in the light of the circumstances under which
they were made not misleading, or (2) it shall be necessary to amend such
Registration Statement or supplement the related prospectus, to comply with the
Securities Act or the Exchange Act or the respective rules thereunder.

         Each of the foregoing will constitute a Registration Default whatever
         the reason for any such event and whether it is voluntary or
         involuntary or is beyond the control of the Company or pursuant to
         operation of law or as a result of any action or inaction by the
         Commission .

         Additional Interest shall accrue on the Securities over and above the
         interest set forth in the title of the Securities from and including
         the date on which any such Registration Default shall occur to but
         excluding the date on which


                                       24
<PAGE>
         any such Registration Default shall occur to but excluding the date on
         which all such Registration Defaults have been cured, at a rate of
         0.25% per annum (the "ADDITIONAL INTEREST RATE") for the first 90-day
         period immediately following the occurrence of such Registration
         Default. The Additional Interest Rate shall increase by an additional
         0.25% per annum with respect to each subsequent 90-day period until all
         Registration Defaults have been cured, up to a maximum Additional
         Interest Rate of 1.5% per annum. Following the cure of all Registration
         Defaults, the accrual of Additional Interest will cease and the
         interest rate will revert to the original rate. The Company shall not
         be required to pay Additional Interest for more than one Registration
         Default at any given time.

                  SECTION 17.02. A Registration Default referred to in Section
6(a)(iv) hereof shall be deemed not to have occurred and be continuing in
relation to a Shelf Registration Statement or the related prospectus if (i) such
Registration Default has occurred solely as a result of (x) the filing of a
post-effective amendment to such Shelf Registration Statement to incorporate
annual audited financial information with respect to the Company where such
post-effective amendment is not yet effective and needs to be declared effective
to permit Holders to use the related prospectus or (y) other material events,
with respect to the Company that would need to be described in such Shelf
Registration Statement or the related prospectus and (ii) in the case of clause
(y), the Company is proceeding promptly and in good faith to amend or supplement
such Shelf Registration Statement and related prospectus to describe such
events; provided, however, that in any case if such Registration Default occurs
for a continuous period in excess of 60 calendar days, Additional Interest shall
be payable in accordance with the above paragraph from the day such Registration
Default would have been deemed to occur but for this Section 6(b) until such
Registration Default is cured.

                  SECTION 17.03. Any amounts of Additional Interest due pursuant
to Section 6(a) will be payable in cash on the regular interest payment dates
with respect to the Securities. The amount of Additional Interest will be
determined by multiplying the applicable Additional Interest Rate by the
principal amount of the Transfer Restricted Securities and further multiplied by
a fraction,


                                       25
<PAGE>

the numerator of which is the number of days such Additional Interest Rate was
applicable during such period (determined on the basis of a 360-day year
comprised of twelve 30-day months), and the denominator of which is 360.

                  SECTION 17.04. "TRANSFER RESTRICTED SECURITIES" means each
Security until (i) the date on which such Security has been exchanged by a
person, other than a broker-dealer, for a freely transferable Exchange Security
in the Registered Exchange Offer, (ii) following the exchange by a broker-dealer
in the Registered Exchange Offer of an Initial Security for an Exchange Note,
the date on which such Exchange Note is sold to a purchaser who receives from
such broker-dealer on or prior to the date of such sale a copy of the prospectus
contained in the Exchange Offer Registration Statement, (iii) the date on which
such Security has been effectively registered under the Securities Act and
disposed of in accordance with the Shelf Registration Statement or pursuant to
another registration statement that has been declared effective under the
Securities Act, (iv) the date on which such Security is distributed to the
public pursuant to Rule 144 or any successor rule under the Securities Act or is
eligible for sale pursuant to Rule 144(k) under the Securities Act, or (v) such
Security otherwise ceases to be outstanding.


                                       26
<PAGE>

ARTICLE 18 Rules 144 and 144A. The Company shall use commercially reasonable
efforts to file the reports required to be filed by it under the Securities Act
and the Exchange Act in a timely manner and, if at any time the Company is not
required to file such reports, it will, upon the request of any Holder of
Securities, make publicly available other information so long as necessary to
permit sales of their securities pursuant to Rules 144 and 144A. The Company
covenants that it will take such further action as any Holder of Securities may
reasonably request, all to the extent required from time to time to enable such
Holder to sell Securities without registration under the Securities Act within
the limitation of the exemptions provided by Rules 144 and 144A (including the
requirements of Rule 144A(d)(4)). The Company will provide a copy of this
Agreement to prospective purchasers of Initial Securities identified to the
Company by the Initial Purchasers upon written request. Upon the written request
of any Holder of Initial Securities, the Company shall deliver to such Holder a
written statement as to whether it has complied with such requirements.
Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to
require the Company to register any of its securities pursuant to the Exchange
Act.

ARTICLE 19 Underwritten Registrations. If any of the Transfer Restricted
Securities covered by any Shelf Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that will administer the offering ("MANAGING UNDERWRITERS") will be selected by
the Holders of a majority in aggregate principal amount of such Transfer
Restricted Securities to be included in such offering.

         No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person's Transfer Restricted
Securities on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and (ii)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements. The Holders participating in any underwritten
offering shall be responsible for any expenses customarily borne by selling
securityholders, including underwriting discounts


                                       27
<PAGE>

and commissions and fees and expenses of counsel to selling securityholders.


                           ARTICLE 20 Miscellaneous.

                  SECTION 20.01. Remedies. The Company acknowledges and agrees
that any failure by the Company to comply with its obligations under Sections 1
and 2 hereof may result in material irreparable injury to the Initial Purchasers
or the Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Initial Purchasers or any Holder may obtain such relief
as may be required to specifically enforce the Company's obligations under
Sections 1 and 2 hereof. The Company further agrees to waive the defense in any
action for specific performance that a remedy at law would be adequate.

                  SECTION 20.02. No Inconsistent Agreements. The Company will
not on or after the date of this Agreement enter into any agreement with respect
to its securities that is inconsistent with the rights granted to the Holders in
this Agreement or otherwise conflicts with the provisions hereof. The rights
granted to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Company's securities
under any agreement in effect on the date hereof.

                  SECTION 20.03. Amendments and Waivers. The provisions of this
Agreement may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given, except by the Company
and the written consent of the Holders of a majority in principal amount of the
Securities affected by such amendment, modification, supplement, waiver or
consents. Without the consent of the Holder of each Security, however, no
modification may change the provisions relating to the payment of Additional
Interest.

                  SECTION 20.04. Notices. All notices and other communications
provided for or permitted hereunder shall be made in writing by hand delivery,
first-class mail, facsimile transmission, or air courier which guarantees
overnight delivery:


                                       28
<PAGE>

                           (1) if to a Holder of the Securities, at the most
                  current address given by such Holder to the Company.

                           (2) if to the Initial Purchasers:

                  Credit Suisse First Boston LLC
                           One Madison Avenue
                           New York, NY 10010-3629
                           Fax No.: (212) 325-4296
                           Attention: Transactions Advisory Group

                  with a copy to:

                  Cravath, Swaine & Moore
                           825 Eighth Avenue
                           New York, NY  10019
                           Fax No.: (212) 474-3700
                           Attention: Kris F. Heinzelman

                           (3) if to the Company, at its address as follows:

                  The Shaw Group Inc.
                           4171 Essen Lane
                           Baton Rouge, LA 70809
                           Fax No.: (225) 932-2661
                           Attention: Gary P. Graphia

                  with a copy to:

                  Vinson & Elkins L.L.P.
                           2300 First City Tower
                           1001 Fannin
                           Houston, TX 77002-6760
                           Fax No.: (713) 758-2346
                           Attention: David P. Oelman

                  All such notices and communications shall be deemed to have
         been duly given: at the time delivered by hand, if personally
         delivered; three business days after being deposited in the mail,
         postage prepaid, if mailed; when receipt is acknowledged by recipient's
         facsimile machine operator, if sent by facsimile transmission; and on
         the day delivered, if sent by overnight air courier guaranteeing next
         day delivery.

                  SECTION 20.05. Third Party Beneficiaries. The Holders shall be
third party beneficiaries to the agreements made hereunder between the Company,
on the one hand, and the Initial Purchasers, on the other hand, and shall have
the right to enforce such agreements directly to


                                       29
<PAGE>

the extent they may deem such enforcement necessary or advisable to protect
their rights or the rights of Holders hereunder.

                  SECTION 20.06. Successors and Assigns. This Agreement shall be
binding upon the Company and its successors and assigns.

                  SECTION 20.07. Counterparts. This Agreement may be executed in
any number of counterparts and by the parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.

                  SECTION 20.08. Headings. The headings in this Agreement are
for convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  SECTION 20.09. Governing Law. THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

                  SECTION 20.10. Severability. If any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

                  SECTION 20.11. Securities Held by the Company. Whenever the
consent or approval of Holders of a specified percentage of principal amount of
Securities is required hereunder, Securities held by the Company or its
affiliates (other than subsequent Holders of Securities if such subsequent
Holders are deemed to be affiliates solely by reason of their holdings of such
Securities) shall not be counted in determining whether such consent or approval
was given by the Holders of such required percentage.

                  SECTION 20.12. Submission to Jurisdiction; Waiver of
Immunities. By the execution and delivery of this Agreement, the Company submits
to the nonexclusive jurisdiction of any Federal and State courts in the Borough
of Manhattan in The City of New York in any suit or


                                       30
<PAGE>

proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby.



                                       31
<PAGE>


                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to the Company a counterpart hereof,
whereupon this instrument, along with all counterparts, will become a binding
agreement among the several Initial Purchasers and the Company in accordance
with its terms.

                                               Very truly yours,

                                               The Shaw Group Inc.


                                               By
                                                  ------------------------------
                                                  Name:
                                                  Title:

                      AMERICAN PLASTIC PIPE AND SUPPLY, L.L.C.
                      ARLINGTON AVENUE E VENTURE, LLC
                      BENICIA NORTH GATEWAY II, L.L.C.
                      B. F. SHAW, INC.
                      CAMDEN ROAD VENTURE, LLC
                      C.B.P. ENGINEERING CORP.
                      CHIMENTO WETLANDS, L.L.C.
                      EMCON/OWT, INC.
                      FIELD SERVICES, INC.
                      GREAT SOUTHWEST PARKWAY VENTURE, LLC
                      HL NEWHALL II, L.L.C.
                      JERNEE MILL ROAD, L.L.C.
                      KATO ROAD II, L.L.C.
                      KIP I, L.L.C.
                      LANDBANK BAKER, L.L.C.
                      LANDBANK PROPERTIES, L.L.C.
                      LFG SPECIALTIES, L.L.C.
                      MILLSTONE RIVER WETLAND SERVICES, L.L.C.
                      NORWOOD VENTURE I, L.L.C.
                      OTAY MESA VENTURES II, L.L.C.
                      PLATTSBURG VENTURE, L.L.C.
                      POWER TECHNOLOGIES, INC.
                      PROSPECT INDUSTRIES (HOLDINGS), INC.
                      RARITAN VENTURE I, L.L.C.
                      S C WOODS, L.L.C.
                      SHAW A/DE, INC.
                      SHAW ALLOY PIPING PRODUCTS, INC.
                      SHAW BENECO, INC.
                      SHAW CALIFORNIA, L.L.C.
                      SHAW CAPITAL, INC.
                      SHAW CMS, INC.
                      SHAW CONNEX, INC.
                      SHAW CONSTRUCTORS, INC.
                      SHAW E&I INVESTMENT HOLDINGS, INC.
                      SHAW ENVIRONMENTAL, INC.
                      SHAW ENVIRONMENTAL & INFRASTRUCTURE, INC.


                                       32
<PAGE>

                      SHAW ENVIRONMENTAL LIABILITY SOLUTIONS, L.L.C.
                      SHAW FABRICATORS, INC.
                      SHAW FACILITIES, INC.
                      SHAW FCI, INC.
                      SHAW FVF, INC.
                      SHAW GLOBAL ENERGY SERVICES, INC.
                      SHAW GRP OF CALIFORNIA
                      SHAW HEAT, INC.
                      SHAW INDUSTRIAL SUPPLY CO., INC.
                      SHAW INFRASTRUCTURE, INC.
                      SHAW INTELLECTUAL PROPERTY HOLDINGS, INC.
                      SHAW INTERNATIONAL, INC.
                      SHAW JV HOLDINGS, L.L.C.
                      SHAW MAINTENANCE, INC.
                      SHAW MANAGED SERVICES, INC.
                      SHAW MANAGEMENT SERVICES ONE, INC.
                      SHAW NAPTECH, INC.
                      SHAW PIPE SHIELDS, INC.
                      SHAW PIPE SUPPORTS, INC.
                      SHAW POWER SERVICES GROUP, L.L.C.
                      SHAW POWER SERVICES, INC.
                      SHAW PROCESS AND INDUSTRIAL GROUP, INC.
                      SHAW PROCESS FABRICATORS, INC.
                      SHAW PROPERTY HOLDINGS, INC.
                      SHAW REMEDIATION SERVICES, L.L.C.
                      SHAW SERVICES, L.L.C.
                      SHAW SSS FABRICATORS, INC.
                      SHAW SUNLAND FABRICATORS, INC.
                      SHAW WORD INDUSTRIES FABRICATORS, INC.
                      SO-GLEN GAS CO., LLC
                      STONE & WEBSTER ASIA, INC.
                      STONE & WEBSTER CONSTRUCTION, INC.
                      STONE & WEBSTER CONSTRUCTION SERVICES, L.L.C.
                      STONE & WEBSTER HOLDING ONE, INC.
                      STONE & WEBSTER HOLDING TWO, INC.
                      STONE & WEBSTER, INC.
                      STONE & WEBSTER INTERNATIONAL, INC.
                      STONE & WEBSTER INTERNATIONAL HOLDINGS, INC.
                      STONE & WEBSTER--IT RUSSIA MANAGEMENT CONSULTANTS, INC.
                      STONE & WEBSTER--JSC MANAGEMENT CONSULTANTS, INC.
                      STONE & WEBSTER MANAGEMENT CONSULTANTS, INC.
                      STONE & WEBSTER MASSACHUSETTS, INC.
                      STONE & WEBSTER MICHIGAN, INC.
                      STONE & WEBSTER PROCESS TECHNOLOGY, INC.
                      STONE & WEBSTER SERVICES, L.L.C.
                      SWINC ACQUISITION FIVE, L.L.C.
                      THE LANDBANK GROUP, INC.
                      WHIPPANY VENTURE I, L.L.C.


                      By
                         ------------------------------------------------------
                         Name:
                         Title:

                                       33
<PAGE>



The foregoing Registration
Rights Agreement is hereby confirmed
and accepted as of the date first
above written.

CREDIT SUISSE FIRST BOSTON LLC
UBS WARBURG LLC
BMO NESBITT BURNS CORP.
BNP PARIBAS SECURITIES CORP.
CREDIT LYONNAIS SECURITIES (USA) INC.
U.S. BANCORP PIPER JAFFRAY INC.

By: CREDIT SUISSE FIRST BOSTON LLC


by
   ---------------------------------
   Name:
   Title:


                                       34
<PAGE>


                                   SCHEDULE A

                               List of Guarantors

<Table>
<Caption>
                                                             JURISDICTION OF INCORPORATION
              NAME OF GUARANTOR                                     OR ORGANIZATION
              -----------------                              -----------------------------
<S>                                                          <C>
American Plastic Pipe and Supply, L.L.C.                               Louisiana
Arlington Avenue E Venture, LLC                                         Delaware
Benicia North Gateway II, L.L.C.                                       Louisiana
B. F. Shaw, Inc.                                                     South Carolina
Camden Road Venture, LLC                                                Delaware
C.B.P. Engineering Corp.                                                Illinois
Chimento Wetlands, L.L.C.                                              Louisiana
EMCON/OWT, Inc.                                                        Louisiana
Field Services, Inc.                                                   Louisiana
Great Southwest Parkway Venture, LLC                                    Delaware
HL Newhall II, L.L.C.                                                  Louisiana
Jernee Mill Road, L.L.C.                                               Louisiana
Kato Road II, L.L.C.                                                   Louisiana
KIP I, L.L.C.                                                          Louisiana
LandBank Baker, L.L.C.                                                 Louisiana
LandBank Properties, L.L.C.                                            Louisiana
LFG Specialties, L.L.C.                                                Louisiana
Millstone River Wetland Services, L.L.C.                               Louisiana
Norwood Venture I, L.L.C.                                              Louisiana
Otay Mesa Ventures II, L.L.C.                                          Louisiana
</Table>


                                       35
<PAGE>


<Table>
<Caption>
                                                             JURISDICTION OF INCORPORATION
              NAME OF GUARANTOR                                     OR ORGANIZATION
              -----------------                              -----------------------------
<S>                                                          <C>
Plattsburg Venture, L.L.C.                                             Louisiana
Power Technologies, Inc.                                               Louisiana
Prospect Industries (Holdings), Inc.                                    Delaware
Raritan Venture I, L.L.C.                                              Louisiana
Roche USA Ltd.                                                          Delaware
S C Woods, L.L.C.                                                       Delaware
Shaw A/DE, Inc.                                                        Louisiana
Shaw Alloy Piping Products, Inc.                                       Louisiana
Shaw Beneco, Inc.                                                      Louisiana
Shaw California, L.L.C.                                                Louisiana
Shaw Capital, Inc.                                                       Nevada
Shaw CMS, Inc.                                                          Delaware
Shaw Connex, Inc.                                                       Delaware
Shaw Constructors, Inc.                                                Louisiana
Shaw E&I Investment Holdings, Inc.                                     Louisiana
Shaw Environmental, Inc.                                               Louisiana
Shaw Environmental & Infrastructure, Inc.                              Louisiana
Shaw Environmental Liability Solutions, L.L.C.                         Louisiana
Shaw Fabricators, Inc.                                                 Louisiana
Shaw Facilities, Inc.                                                  Louisiana
Shaw FCI, Inc.                                                          Delaware
Shaw FVF, Inc.                                                         Louisiana
Shaw Global Energy Services, Inc.                                      Louisiana
</Table>


                                       36
<PAGE>

<Table>
<Caption>
                                                             JURISDICTION OF INCORPORATION
              NAME OF GUARANTOR                                     OR ORGANIZATION
              -----------------                              -----------------------------
<S>                                                          <C>
Shaw GRP of California                                                 California
Shaw Heat, Inc.                                                        Louisiana
Shaw Industrial Supply Co., Inc.                                       Louisiana
Shaw Infrastructure, Inc.                                              Louisiana
Shaw Intellectual Property Holdings, Inc.                              Louisiana
Shaw International, Inc.                                               Louisiana
Shaw JV Holdings, L.L.C.                                               Louisiana
Shaw Maintenance, Inc.                                                 Louisiana
Shaw Managed Services, Inc.                                            Louisiana
Shaw NAPTech, Inc.                                                      Delaware
Shaw Pipe Shields, Inc.                                                California
Shaw Pipe Supports, Inc.                                                 Texas
Shaw Power Services Group, L.L.C.                                      Louisiana
Shaw Power Services, Inc.                                              Louisiana
Shaw Process and Industrial Group, Inc.                                Louisiana
Shaw Process Fabricators, Inc.                                         Louisiana
Shaw Property Holdings, Inc.                                           Louisiana
Shaw Remediation Services, L.L.C.                                      Louisiana
Shaw Services, L.L.C.                                                  Louisiana
Shaw SSS Fabricators, Inc.                                             Louisiana
Shaw Sunland Fabricators, Inc.                                         Louisiana
Shaw Word Industries Fabricators, Inc.                                  Oklahoma
So-Glen Gas Co., LLC                                                      Ohio
</Table>


                                       37
<PAGE>

<Table>
<Caption>
                                                             JURISDICTION OF INCORPORATION
              NAME OF GUARANTOR                                     OR ORGANIZATION
              -----------------                              -----------------------------
<S>                                                          <C>
Stone & Webster Asia, Inc.                                             Louisiana
Stone & Webster Construction, Inc.                                     Louisiana
Stone & Webster Construction Services, L.L.C.                          Louisiana
Stone & Webster Holding One, Inc.                                      Louisiana
Stone & Webster Holding Two, Inc.                                      Louisiana
Stone & Webster, Inc.                                                  Louisiana
Stone & Webster International, Inc.                                    Louisiana
Stone & Webster International Holdings, Inc.                           Louisiana
Stone & Webster--IT Management Consultants, Inc.                       Louisiana
Stone & Webster--JSC Management Consultants, Inc.                      Louisiana
Stone & Webster Management Consultants, Inc.                           Louisiana
Stone & Webster Massachusetts, Inc.                                  Massachusetts
Stone & Webster Michigan, Inc.                                          Michigan
Stone & Webster Process Technology, Inc.                               Louisiana
Stone & Webster Services, L.L.C.                                       Louisiana
SWINC Acquisition Five, L.L.C.                                         Louisiana
The LandBank Group, Inc.                                               Louisiana
Whippany Venture I, L.L.C.                                             Louisiana
</Table>


<PAGE>


                                                                      SCHEDULE A

                                                                         ANNEX A


         Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. The Letter
of Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Securities received in exchange for Initial Securities
where such Initial Securities were acquired by such broker-dealer as a result of
market-making activities or other trading activities. The Company has agreed
that, for a period of 180 days after the Expiration Date (as defined herein), it
will make this Prospectus available to any broker-dealer for use in connection
with any such resale. See "Plan of Distribution."



<PAGE>

                                                                               2

                                                                         ANNEX B


         Each broker-dealer that receives Exchange Securities for its own
account in exchange for Initial Securities, where such Initial Securities were
acquired by such broker-dealer as a result of market-making activities or other
trading activities, must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities. See "Plan of
Distribution."


<PAGE>

                                                                               3

                                                                         ANNEX C


                              PLAN OF DISTRIBUTION

         Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as a
result of market-making activities or other trading activities. The Company has
agreed that, for a period of 180 days after the Expiration Date, it will make
this prospectus, as amended or supplemented, available to any broker-dealer for
use in connection with any such resale. In addition, until              , 200 ,
all dealers effecting transactions in the Exchange Securities may be required to
deliver a prospectus.(1)

         The Company will not receive any proceeds from any sale of Exchange
Securities by broker-dealers. Exchange Securities received by broker-dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of any such Exchange
Securities. Any broker-dealer that resells Exchange Securities that were
received by it for its own account pursuant to the Exchange Offer and any broker
or dealer that participates in a distribution of such Exchange Securities may be
deemed to be an "underwriter" within the meaning of the Securities Act and any
profit on any such resale of Exchange Securities and any commission or
concessions received by any such persons may be deemed to be underwriting


----------
(1) In addition, the legend required by Item 502(e) of Regulation S-K will
appear on the inside front cover page of the Exchange Offer prospectus below the
Table of Contents.


<PAGE>
                                                                               4

compensation under the Securities Act. The Letter of Transmittal states that, by
acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

         For a period of 180 days after the Expiration Date the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
Holders of the Securities) other than commissions or concessions of any brokers
or dealers and will indemnify the Holders of the Securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.


<PAGE>

                                                                               5

                                                                         ANNEX D


[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

                  Name:
                        -------------------------------------------
                  Address:
                          -----------------------------------------


If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Securities. If the undersigned is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Initial Securities that were
acquired as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.