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                                                                    Exhibit 4.02

                                                                  EXECUTION COPY

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                          REGISTRATION RIGHTS AGREEMENT


                           DATED AS OF APRIL 24, 2001

                                  BY AND AMONG

                      GREAT LAKES DREDGE & DOCK CORPORATION

                   THE SUBSIDIARY GUARANTORS SET FORTH HEREIN

                                       AND

                     CREDIT SUISSE FIRST BOSTON CORPORATION








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         This Registration Rights Agreement (this "AGREEMENT") is made and
entered into as of April 24, 2001, by and among Great Lakes Dredge and Dock
Corporation, a Delaware corporation (the "COMPANY"), the Subsidiary Guarantors
set forth on the signature pages hereto (each, a "SUBSIDIARY GUARANTOR" and,
collectively, the "SUBSIDIARY GUARANTORS"), and Credit Suisse First Boston
Corporation, acting through its affiliate Donaldson, Lufkin & Jenrette
Securities Corporation (the "INITIAL PURCHASER"), who has agreed to purchase the
Company's 11 1/4% Senior Subordinated Notes due 2008 (the "SENIOR SUBORDINATED
NOTES") pursuant to the Purchase Agreement (as defined below).

         This Agreement is made pursuant to the Purchase Agreement, dated
April 24, 2001, (the "PURCHASE AGREEMENT"), by and among the Company, the
Subsidiary Guarantors and the Initial Purchaser. In order to induce the Initial
Purchaser to purchase the Senior Subordinated Notes, the Company has agreed to
provide the registration rights set forth in this Agreement. The execution and
delivery of this Agreement is a condition to the obligations of the Initial
Purchaser set forth in Section 2 of the Purchase Agreement. Capitalized terms
used herein and not otherwise defined shall have the meaning assigned to them in
the Indenture, dated August 19, 1998, among the Company, the Subsidiary
Guarantors and The Bank of New York, as Trustee, relating to the Senior
Subordinated Notes and the New Senior Subordinated Notes (the "INDENTURE").

         The parties hereby agree as follows:

SECTION 1.      DEFINITIONS

         As used in this Agreement, the following capitalized terms shall have
the following meanings:

         ACT:  The Securities Act of 1933, as amended.

         AFFILIATE:  As defined in Rule 144 of the Act.

         BROKER-DEALER: Any broker or dealer registered under the Exchange Act.

         CERTIFICATED SECURITIES: Definitive Notes, as defined in the Indenture.

         CLOSING DATE:  The date hereof.

         COMMISSION:  The Securities and Exchange Commission.

         CONSUMMATE: An Exchange Offer shall be deemed "Consummated" for
purposes of this Agreement upon the occurrence of (a) the filing and
effectiveness under the Act of the Exchange Offer Registration Statement
relating to the New Senior Subordinated Notes to be issued in the Exchange
Offer, (b) the maintenance of such Exchange Offer Registration Statement
continuously effective and the keeping of the Exchange Offer open for a period
not less than the period required pursuant to Section 3(b) hereof and (c) the
delivery by the Company to the Registrar under the Indenture of New Senior
Subordinated Notes in the same aggregate principal

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amount as the aggregate principal amount of Senior Subordinated Notes tendered
by Holders thereof pursuant to the Exchange Offer.

         CONSUMMATION DEADLINE:  As defined in Section 3(b) hereof.

         EFFECTIVENESS DEADLINE:  As defined in Section 3(a) and 4(a) hereof.

         EXCHANGE ACT:  The Securities Exchange Act of 1934, as amended.

         EXCHANGE OFFER: The registration by the Issuer under the Act of the New
Senior Subordinated Notes pursuant to a Registration Statement pursuant to which
the Issuer offers the Holders of all outstanding Transfer Restricted Securities
and holders of the Old Notes the opportunity to exchange all such outstanding
Transfer Restricted Securities and the Old Notes held by such Holders and
holders of the Old Notes for New Senior Subordinated Notes in an aggregate
principal amount equal to the aggregate principal amount of the Transfer
Restricted Securities and the Old Notes tendered in such exchange offer by such
Holders and holders of the Old Notes.

         EXCHANGE OFFER REGISTRATION STATEMENT: The Registration Statement
relating to the Exchange Offer, including the related Prospectus.

         EXEMPT RESALES: The transactions in which the Initial Purchaser
proposes to sell the Senior Subordinated Notes to certain "qualified
institutional buyers," as such term is defined in Rule 144A under the Act and
pursuant to Regulation S under the Act.

         FILING DEADLINE:  As defined in Sections 3(a) and 4(a) hereof.

         HOLDERS:  As defined in Section 2 hereof.

         NEW SENIOR SUBORDINATED NOTES: The Company's 11 1/4% Senior
Subordinated Notes due 2008 to be issued pursuant to the Indenture: (i) in the
Exchange Offer or (ii) as contemplated by Section 4 hereof.

         OLD NOTES: The Company's 11 1/4% Senior Subordinated Notes due 2008
issued on August 19, 1998.

         PROSPECTUS: The prospectus included in a Registration Statement at the
time such Registration Statement is declared effective, as amended or
supplemented by any prospectus supplement and by all other amendments thereto,
including post-effective amendments, and all material incorporated by reference
into such Prospectus.

         RECOMMENCEMENT DATE: As defined in Section 6(d) hereof.

         REGISTRATION DEFAULT:  As defined in Section 5 hereof.

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         REGISTRATION STATEMENT: Any registration statement of the Company and
the Subsidiary Guarantors relating to (a) an offering of New Senior Subordinated
Notes pursuant to an Exchange Offer or (b) the registration for resale of
Transfer Restricted Securities pursuant to the Shelf Registration Statement, in
each case, (i) that is filed pursuant to the provisions of this Agreement and
(ii) including the Prospectus included therein, all amendments and supplements
thereto (including post-effective amendments) and all exhibits and material
incorporated by reference therein.

         REGULATION S:  Regulation S promulgated under the Act.

         RULE 144:  Rule 144 promulgated under the Act.

         SHELF REGISTRATION STATEMENT:  As defined in Section 4 hereof.

         SUSPENSION NOTICE:  As defined in Section 6(d) hereof.

         TIA: The Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb)
as in effect on the date of the Indenture.

         TRANSFER RESTRICTED SECURITIES: Each (A) Senior Subordinated Note,
until the earliest to occur of (i) the date on which such Senior Subordinated
Note is exchanged in the Exchange Offer for a New Senior Subordinated Note which
is entitled to be resold to the public by the Holder thereof without complying
with the prospectus delivery requirements of the Act, (ii) the date on which
such Senior Subordinated Note has been disposed of in accordance with a Shelf
Registration Statement (and the purchasers thereof have been issued New Senior
Subordinated Notes), or (iii) the date on which such Senior Subordinated Note is
distributed to the public pursuant to Rule 144 under the Act and each (B) New
Senior Subordinated Note held by a Broker Dealer until the date on which such
New Senior Subordinated Note is disposed of by a Broker-Dealer pursuant to the
"Plan of Distribution" contemplated by the Exchange Offer Registration Statement
(including the delivery of the Prospectus contained therein).

SECTION 2.      HOLDERS

         (a) TRANSFER RESTRICTED SECURITIES AND OLD NOTES. The securities
entitled to the benefits of this Agreement are the Transfer Restricted
Securities and the Old Notes (only with respect to the Exchange Offer).

         (b) HOLDERS OF TRANSFER RESTRICTED SECURITIES. A Person is deemed to be
a holder of Transfer Restricted Securities (each, a "HOLDER") whenever such
Person owns Transfer Restricted Securities.

SECTION 3.      REGISTERED EXCHANGE OFFER

         (a) Unless the Exchange Offer shall not be permitted by applicable
federal law (after the procedures set forth in Section 6(a)(i) below have been
complied with), the Company and the

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Subsidiary Guarantors shall (i) cause the Exchange Offer Registration Statement
to be filed with the Commission as soon as practicable after the Closing Date,
but in no event later than 60 days after the Closing Date (such 60th day being
the "FILING DEADLINE"), (ii) use its best efforts to cause such Exchange Offer
Registration Statement to become effective at the earliest possible time, but in
no event later than 180 days after the Closing Date (such 180th day being the
"EFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, (A) file all
pre-effective amendments to such Exchange Offer Registration Statement as may be
necessary in order to cause it to become effective, (B) file, if applicable, a
post-effective amendment to such Exchange Offer Registration Statement pursuant
to Rule 430A under the Act and (C) cause all necessary filings, if any, in
connection with the registration and qualification of the New Senior
Subordinated Notes to be made under the Blue Sky laws of such jurisdictions as
are necessary to permit Consummation of the Exchange Offer, and (iv) upon the
effectiveness of such Exchange Offer Registration Statement, commence and
Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate
form permitting (i) registration of the New Senior Subordinated Notes to be
offered in exchange for the Senior Subordinated Notes that are Transfer
Restricted Securities and the Old Notes and (ii) resales of New Senior
Subordinated Notes by Broker-Dealers that tendered into the Exchange Offer
Senior Subordinated Notes that such Broker-Dealer acquired for its own account
as a result of market making activities or other trading activities (other than
Senior Subordinated Notes acquired directly from the Company or any of its
Affiliates) as contemplated by Section 3(c) below.

         (b) The Company and the Subsidiary Guarantors shall use their
respective best efforts to cause the Exchange Offer Registration Statement to be
effective continuously, and shall keep the Exchange Offer open for a period of
not less than the minimum period required under applicable federal and state
securities laws to Consummate the Exchange Offer; PROVIDED, HOWEVER, that in no
event shall such period be less than 20 Business Days. The Company and the
Subsidiary Guarantors shall cause the Exchange Offer to comply with all
applicable federal and state securities laws. No securities other than the New
Senior Subordinated Notes shall be included in the Exchange Offer Registration
Statement. The Company and the Subsidiary Guarantors shall use their respective
best efforts to cause the Exchange Offer to be Consummated on the earliest
practicable date after the Exchange Offer Registration Statement has become
effective, but in no event later than 30 business days thereafter (such 30th day
being the "CONSUMMATION DEADLINE").

         (c) The Company shall include a "Plan of Distribution" section in the
Prospectus contained in the Exchange Offer Registration Statement and indicate
therein that any Broker-Dealer who holds Transfer Restricted Securities that
were acquired for the account of such Broker-Dealer as a result of market-making
activities or other trading activities (other than Senior Subordinated Notes
acquired directly from the Company or any Affiliate of the Company), may
exchange such Transfer Restricted Securities pursuant to the Exchange Offer.
Such "Plan of Distribution" section shall also contain all other information
with respect to such sales by such Broker-Dealers that the Commission may
require in order to permit such sales pursuant thereto, but such "Plan of
Distribution" shall not name any such Broker-Dealer or disclose the amount of
Transfer Restricted Securities held by any such Broker-Dealer, except to the
extent required by the Commission as a result of a change in policy, rules or
regulations after the date of this Agreement.

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         Because such Broker-Dealer may be deemed to be an "underwriter" within
the meaning of the Act and must, therefore, deliver a prospectus meeting the
requirements of the Act in connection with its initial sale of any New Senior
Subordinated Notes received by such Broker-Dealer in the Exchange Offer, the
Company and the Subsidiary Guarantors shall permit the use of the Prospectus
contained in the Exchange Offer Registration Statement by such Broker-Dealer to
satisfy such prospectus delivery requirement. To the extent necessary to ensure
that the prospectus contained in the Exchange Offer Registration Statement is
available for sales of New Senior Subordinated Notes by Broker-Dealers, the
Company and the Subsidiary Guarantors agree to use their respective reasonable
best efforts to keep the Exchange Offer Registration Statement continuously
effective, supplemented, amended and current as required by and subject to the
provisions of Section 6(a) and (c) hereof and in conformity with the
requirements of this Agreement, the Act and the policies, rules and regulations
of the Commission as announced from time to time, for a period of 180 days from
the Consummation Deadline or such shorter period as will terminate when all
Transfer Restricted Securities covered by such Registration Statement have been
sold pursuant thereto. The Company and the Subsidiary Guarantors shall provide
sufficient copies of the latest version of such Prospectus to such
Broker-Dealers, promptly upon request, and in no event later than two business
days after such request, at any time during such period.

SECTION 4.      SHELF REGISTRATION

         (a) SHELF REGISTRATION. If (i) the Exchange Offer is not permitted by
applicable law (after the Company and the Subsidiary Guarantors have complied
with the procedures set forth in Section 6(a)(i) below) or (ii) if any Holder of
Transfer Restricted Securities shall notify the Company within 20 Business Days
following the Consummation Deadline that (A) such Holder was prohibited by law
or Commission policy from participating in the Exchange Offer or (B) such Holder
may not resell the New Senior Subordinated Notes acquired by it in the Exchange
Offer to the public without delivering a prospectus and the Prospectus contained
in the Exchange Offer Registration Statement is not appropriate or available for
such resales by such Holder, as the case may be, or (C) such Holder is a
Broker-Dealer and holds Senior Subordinated Notes acquired directly from the
Company or any of its Affiliates, then the Company and the Subsidiary Guarantors
shall:

         (x) cause to be filed, on or prior to 60 days after the earlier of
(i) the date on which the Company determines that the Exchange Offer
Registration Statement cannot be filed as a result of clause (a)(i) above and
(ii) the date on which the Company receives the notice specified in clause
(a)(ii) above (such earlier date, the "FILING DEADLINE"), a shelf registration
statement pursuant to Rule 415 under the Act (which may be an amendment to the
Exchange Offer Registration Statement) (in either case, the "SHELF REGISTRATION
STATEMENT"), relating to all Transfer Restricted Securities, and

         (y) use their respective best efforts to cause such Shelf Registration
Statement to become effective on or prior to 180 days after the Filing Deadline
for the Shelf Registration Statement (such 180th day the "EFFECTIVENESS
DEADLINE").

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         If, after the Company has filed an Exchange Offer Registration
Statement that satisfies the requirements of Section 3(a) above, the Company is
required to file and make effective a Shelf Registration Statement solely
because the Exchange Offer is not permitted under applicable federal law (i.e.,
clause (a)(i) above), then the filing of the Exchange Offer Registration
Statement shall be deemed to satisfy the requirements of clause (x) above;
PROVIDED that, in such event, the Company shall remain obligated to meet the
Effectiveness Deadline set forth in clause (y).

         To the extent necessary to ensure that the Shelf Registration Statement
is available for sales of Transfer Restricted Securities by the Holders thereof
entitled to the benefit of this Section 4(a), the holders of the Old Notes as
contemplated by clause (ii) above and the other securities required to be
registered therein pursuant to Section 6(b)(ii) hereof, the Company and the
Subsidiary Guarantors shall use their respective best efforts to keep any Shelf
Registration Statement required by this Section 4(a) continuously effective,
supplemented, amended and current as required by and subject to the provisions
of Sections 6(b) and (c) hereof and in conformity with the requirements of this
Agreement, the Act and the policies, rules and regulations of the Commission as
announced from time to time, for a period of at least two years (as extended
pursuant to Section 6(c)(i)) following the Closing Date), or such shorter period
as will terminate when all Transfer Restricted Securities and Old Notes covered
by such Shelf Registration Statement have been sold pursuant thereto.
Notwithstanding the foregoing, following the date on which such Shelf
Registration Statement first becomes effective under the Act, the Company may
suspend the effectiveness of the Shelf Registration Statement by prior written
notice to the Holders for a period not to exceed 30 days in any twelve month
period if (i) an event occurs and is continuing as a result of which the Shelf
Registration Statement would, in the reasonable good faith judgment of the
Company's Board of Directors, contain an untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements therein
not misleading and (ii)(A) the Company's Board of Directors reasonably
determines in good faith that the disclosure of such event at such time would
have a material adverse effect on the business, operations or prospects of the
Company and its subsidiaries, taken as a whole, or (B) the disclosure otherwise
relates to a previously undisclosed pending material business transaction, the
disclosure of which would, in the reasonable good faith judgment of the
Company's Board of Directors, impede the Company's ability to consummate such
transaction.

         (b) PROVISION BY HOLDERS OF CERTAIN INFORMATION IN CONNECTION WITH THE
SHELF REGISTRATION STATEMENT. No Holder of Transfer Restricted Securities may
include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 15 days after receipt of a request therefor, the
information specified in Item 507 or 508 of Regulation S-K, as applicable, of
the Act for use in connection with any Shelf Registration Statement or
Prospectus or preliminary Prospectus included therein. No Holder of Transfer
Restricted Securities shall be entitled to liquidated damages pursuant to
Section 5 hereof unless and until such Holder shall have provided all such
information. Each selling Holder agrees to promptly furnish additional
information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not materially misleading.

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SECTION 5.      LIQUIDATED DAMAGES

         If (i) any Registration Statement required by this Agreement is not
filed with the Commission on or prior to the applicable Filing Deadline, (ii)
any such Registration Statement has not been declared effective by the
Commission on or prior to the applicable Effectiveness Deadline, (iii) the
Exchange Offer has not been Consummated on or prior to the Consummation Deadline
or (iv) any Registration Statement required by this Agreement is filed and
declared effective but shall thereafter cease to be effective or fail to be
usable for its intended purpose without being succeeded within 5 days by a
post-effective amendment to such Registration Statement that cures such failure
and that is itself declared effective within 5 days of filing such
post-effective amendment to such Registration Statement (each such event
referred to in clauses (i) through (iv), a "REGISTRATION DEFAULT"), then the
Company and the Subsidiary Guarantors hereby jointly and severally agree to pay
to each Holder of Transfer Restricted Securities affected thereby liquidated
damages in an amount equal to $.05 per week per $1,000 in principal amount of
Transfer Restricted Securities held by such Holder for each week or portion
thereof that the Registration Default continues for the first 90-day period
immediately following the occurrence of such Registration Default. The amount of
the liquidated damages shall increase by an additional $.05 per week per $1,000
in principal amount of Transfer Restricted Securities with respect to each
subsequent 90-day period until all Registration Defaults have been cured, up to
a maximum amount of liquidated damages of $.50 per week per $1,000 in principal
amount of Transfer Restricted Securities; PROVIDED that the Company and the
Subsidiary Guarantors shall in no event be required to pay liquidated damages
for more than one Registration Default at any given time. Notwithstanding
anything to the contrary set forth herein, (1) upon filing of the Exchange Offer
Registration Statement (and/or, if applicable, the Shelf Registration
Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange
Offer Registration Statement (and/or, if applicable, the Shelf Registration
Statement), in the case of (ii) above, (3) upon Consummation of the Exchange
Offer, in the case of (iii) above, or (4) upon the filing of a post-effective
amendment to the Registration Statement or an additional Registration Statement
that causes the Exchange Offer Registration Statement (and/or, if applicable,
the Shelf Registration Statement) to again be declared effective or made usable
in the case of (iv) above, the liquidated damages payable with respect to the
Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or
(iv), as applicable, shall cease.

         All accrued liquidated damages shall be paid to the Holders entitled
thereto, in the manner provided for the payment of interest in the Indenture, on
each Interest Payment Date, as more fully set forth in the Indenture and the
Notes. Notwithstanding the fact that any securities for which liquidated damages
are due cease to be Transfer Restricted Securities, all obligations of the
Company and the Subsidiary Guarantors to pay liquidated damages with respect to
securities shall survive until such time as such obligations with respect to
such securities shall have been satisfied in full.

SECTION 6.      REGISTRATION PROCEDURES

          (a) EXCHANGE OFFER REGISTRATION STATEMENT. In connection with the
Exchange Offer, the Company and the Subsidiary Guarantors shall (x)
comply with all applicable provisions of Section

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6(c) below, (y) use their respective best efforts to effect such
exchange and to permit the resale of New Senior Subordinated Notes by
Broker-Dealers that tendered in the Exchange Offer Senior Subordinated
Notes that such Broker-Dealer acquired for its own account as a result
of its market making activities or other trading activities (other than
Senior Subordinated Notes acquired directly from the Company or any of
its Affiliates) being sold in accordance with the intended method or
methods of distribution thereof, and (z) comply with all of the
following provisions:

               (i)   If, following the date hereof there has been announced a
          change in Commission policy with respect to exchange offers such as
          the Exchange Offer, that in the reasonable opinion of counsel to the
          Company raises a substantial question as to whether the Exchange Offer
          is permitted by applicable federal law, the Company and the Subsidiary
          Guarantors hereby agree to seek a no-action letter or other favorable
          decision from the Commission allowing the Company and the Subsidiary
          Guarantors to Consummate an Exchange Offer for such Transfer
          Restricted Securities or the Old Notes. The Company and the Subsidiary
          Guarantors hereby agree to pursue the issuance of such a decision to
          the Commission staff level, but shall not be required to take
          commercially unreasonable actions to effect a change in Commission
          policy. In connection with the foregoing, the Company and the
          Subsidiary Guarantors hereby agree to take all such other reasonable
          actions as may be requested by the Commission or otherwise required in
          connection with the issuance of such decision, including without
          limitation (A) participating in telephonic conferences with the
          Commission, (B) 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 such an Exchange Offer
          should be permitted and (C) diligently pursuing a resolution (which
          need not be favorable) by the Commission staff.

               (ii)  As a condition to its participation in the Exchange Offer,
          each Holder of Transfer Restricted Securities or holder of the Old
          Notes (including, without limitation, any Holder who is a Broker
          Dealer) shall furnish, upon the request of the Company, prior to the
          Consummation of the Exchange Offer, a written representation to the
          Company and the Subsidiary Guarantors (which may be contained in the
          letter of transmittal contemplated by the Exchange Offer Registration
          Statement) to the effect that (A) it is not an Affiliate of the
          Company, (B) it is not engaged in, and does not intend to engage in,
          and has no arrangement or understanding with any person to participate
          in, a distribution of the New Senior Subordinated Notes to be issued
          in the Exchange Offer and (C) it is acquiring the New Senior
          Subordinated Notes in its ordinary course of business. As a condition
          to its participation in the Exchange Offer each Holder using the
          Exchange Offer to participate in a distribution of the New Senior
          Subordinated Notes shall acknowledge and agree that, if the resales
          are of New Senior Subordinated Notes obtained by such Holder in
          exchange for Senior Subordinated Notes acquired directly from the
          Company or an Affiliate thereof, it (1) could not, under Commission
          policy as in effect on the date of this Agreement, rely on the
          position of

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<PAGE>

          the Commission enunciated in MORGAN STANLEY AND CO., INC.
          (available June 5, 1991) and EXXON CAPITAL HOLDINGS CORPORATION
          (available May 13, 1988), as interpreted in the Commission's letter to
          SHEARMAN & STERLING dated July 2, 1993, and similar no-action letters
          (including, if applicable, any no-action letter obtained pursuant to
          clause (i) above), and (2) must comply with the registration and
          prospectus delivery requirements of the Act in connection with a
          secondary resale transaction and that such a secondary resale
          transaction must be covered by an effective registration statement
          containing the selling security holder information required by Item
          507 or 508, as applicable, of Regulation S-K.

               (iii) Prior to effectiveness of the Exchange Offer Registration
          Statement, the Company and the Subsidiary Guarantors shall provide a
          supplemental letter to the Commission (A) stating that the Company and
          the Subsidiary Guarantors are registering the Exchange Offer in
          reliance on the position of the Commission enunciated in EXXON CAPITAL
          HOLDINGS CORPORATION (available May 13, 1988), MORGAN STANLEY AND CO.,
          INC. (available June 5, 1991) as interpreted in the Commission's
          letter to SHEARMAN & STERLING dated July 2, 1993, and, if applicable,
          any no-action letter obtained pursuant to clause (i) above, (B)
          including a representation that neither the Company nor any Subsidiary
          Guarantor has entered into any arrangement or understanding with any
          Person to distribute the New Senior Subordinated Notes to be received
          in the Exchange Offer and that, to the best of the Company's and each
          Subsidiary Guarantor's information and belief, each Holder or holder
          of the Old Notes participating in the Exchange Offer is acquiring the
          New Senior Subordinated Notes in its ordinary course of business and
          has no arrangement or understanding with any Person to participate in
          the distribution of the New Senior Subordinated Notes received in the
          Exchange Offer and (C) any other undertaking or representation
          required by the Commission as set forth in any no-action letter
          obtained pursuant to clause (i) above, if applicable.

          (b) SHELF REGISTRATION STATEMENT. In connection with the Shelf
     Registration Statement, the Company and the Subsidiary Guarantors shall:

               (i)   comply with all the provisions of Section 6(c) below and
          use their respective best efforts to effect such registration to
          permit the sale of the Transfer Restricted Securities being sold in
          accordance with the intended method or methods of distribution thereof
          (as indicated in the information furnished to the Company pursuant to
          Section 4(b) hereof), and pursuant thereto the Company and the
          Subsidiary Guarantors will prepare and file with the Commission a
          Registration Statement relating to the registration on any appropriate
          form under the Act, which form shall be available for the sale of the
          Transfer Restricted Securities in accordance with the intended method
          or methods of distribution thereof within the time periods and
          otherwise in accordance with the provisions hereof, and

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<PAGE>

               (ii)  issue, upon the request of any Holder or purchaser of
          Senior Subordinated Notes covered by any Shelf Registration Statement
          contemplated by this Agreement, New Senior Subordinated Notes having
          an aggregate principal amount equal to the aggregate principal amount
          of Senior Subordinated Notes sold pursuant to the Shelf Registration
          Statement and surrendered to the Company for cancellation; the Company
          shall register New Senior Subordinated Notes on the Shelf Registration
          Statement for this purpose and issue the New Senior Subordinated Notes
          to the purchaser(s) of securities subject to the Shelf Registration
          Statement in the names as such purchaser(s) shall designate.

          (c) GENERAL PROVISIONS. In connection with any Registration Statement
     and any related Prospectus required by this Agreement, the Company and the
     Subsidiary Guarantors shall:

               (i)   use their respective best efforts to keep such Registration
          Statement continuously effective and provide all requisite financial
          statements for the period specified in Section 3 or 4 of this
          Agreement, as applicable. Upon the occurrence of any event that would
          cause any such Registration Statement or the Prospectus contained
          therein (A) to contain an untrue statement of material fact or omit to
          state any material fact necessary to make the statements therein not
          misleading or (B) not to be effective and usable for resale of
          Transfer Restricted Securities during the period required by this
          Agreement, the Company and the Subsidiary Guarantors shall file
          promptly an appropriate amendment to such Registration Statement
          curing such defect, and, if Commission review is required, use their
          respective best efforts to cause such amendment to be declared
          effective as soon as practicable.

               (ii)  prepare and file with the Commission such amendments and
          post-effective amendments to the applicable Registration Statement as
          may be necessary to keep such Registration Statement effective for the
          applicable period set forth in Section 3 or 4 hereof, as the case may
          be; cause the Prospectus to be supplemented by any required Prospectus
          supplement, and as so supplemented to be filed pursuant to Rule 424
          under the Act, and to comply fully with Rules 424, 430A and 462, as
          applicable, under the Act in a timely manner; and comply with the
          provisions of the Act with respect to the disposition of all
          securities covered by such Registration Statement during the
          applicable period in accordance with the intended method or methods of
          distribution by the sellers thereof set forth in such Registration
          Statement or supplement to the Prospectus;

               (iii) advise each Holder promptly and, if requested by such
          Holder, confirm such advice in writing, (A) when the Prospectus or any
          Prospectus supplement or post-effective amendment has been filed, and,
          with respect to any applicable Registration Statement or any
          post-effective amendment thereto, when the same has become effective,
          (B) of any request by the Commission for amendments to the
          Registration Statement or amendments or supplements to the Prospectus
          or for additional information relating thereto, (C) of the issuance by
          the

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<PAGE>

          Commission of any stop order suspending the effectiveness of the
          Registration Statement under the Act or of the suspension by any state
          securities commission of the qualification of the Transfer Restricted
          Securities for offering or sale in any jurisdiction, or the initiation
          of any proceeding for any of the preceding purposes, (D) of the
          existence of any fact or the happening of any event that makes any
          statement of a material fact made in the Registration Statement, the
          Prospectus, any amendment or supplement thereto or any document
          incorporated by reference therein untrue, or that requires the making
          of any additions to or changes in the Registration Statement in order
          to make the statements therein not misleading, or that requires the
          making of any additions to or changes in the Prospectus in order to
          make the statements therein, in the light of the circumstances under
          which they were made, not misleading. If at any time the Commission
          shall issue any stop order suspending the effectiveness of the
          Registration Statement, or any state securities commission or other
          regulatory authority shall issue an order suspending the qualification
          or exemption from qualification of the Transfer Restricted Securities
          under state securities or Blue Sky laws, the Company and the
          Subsidiary Guarantors shall use their respective best efforts to
          obtain the withdrawal or lifting of such order at the earliest
          possible time;

                (iv) subject to Section 6(c)(i), if any fact or event
          contemplated by Section 6(c)(iii)(D) above shall exist or have
          occurred, prepare a supplement or post-effective amendment to the
          Registration Statement or related Prospectus or any document
          incorporated therein by reference or file any other required document
          so that, as thereafter delivered to the purchasers of Transfer
          Restricted Securities, the Prospectus will not contain an 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;

                (v)  furnish to each selling Holder in connection with such
          sale, if any, before filing with the Commission, copies of any
          Registration Statement or any Prospectus included therein or any
          amendments or supplements to any such Registration Statement or
          Prospectus (including all documents incorporated by reference after
          the initial filing of such Registration Statement), which documents
          will be subject to the review and comment of such Holders in
          connection with such sale, if any, for a period of at least five
          business days, and the Company will not file any such Registration
          Statement or Prospectus or any amendment or supplement to any such
          Registration Statement or Prospectus (including all such documents
          incorporated by reference) to which such selling Holders shall
          reasonably object within five business days after the receipt thereof.
          A selling Holder shall be deemed to have reasonably objected to such
          filing if such Registration Statement, amendment, Prospectus or
          supplement, as applicable, as proposed to be filed, contains an untrue
          statement of a material fact or omit to state any material fact
          necessary to make the statements therein not misleading or fails to
          comply with the applicable requirements of the Act;

                                      11
<PAGE>

               (vi)   promptly prior to the filing of any document that is to be
          incorporated by reference into a Registration Statement or Prospectus,
          provide copies of such document to each selling Holder in connection
          with such sale, if any, make the Company's and the Subsidiary
          Guarantors' representatives available for discussion of such document
          and other customary due diligence matters, and include such
          information in such document prior to the filing thereof as such
          selling Holders may reasonably request;

               (vii)  make available, at reasonable times, for inspection by
          each Holder and any attorney or accountant retained by such Holders,
          all financial and other records, pertinent corporate documents of the
          Company and the Subsidiary Guarantors and cause the Company's and the
          Subsidiary Guarantors' officers, directors and employees to supply all
          information reasonably requested by any such Holder, attorney or
          accountant in connection with such Registration Statement or any
          post-effective amendment thereto subsequent to the filing thereof and
          prior to its effectiveness;

               (viii) if requested by any Holders in connection with such
          exchange or sale, promptly include in any Registration Statement or
          Prospectus, pursuant to a supplement or post-effective amendment if
          necessary, such information as such Holders may reasonably request to
          have included therein, including, without limitation, information
          relating to the "Plan of Distribution" of the Transfer Restricted
          Securities; and make all required filings of such Prospectus
          supplement or post-effective amendment as soon as practicable after
          the Company is notified of the matters to be included in such
          Prospectus supplement or post-effective amendment;

               (ix)   furnish to each Holder in connection with such exchange or
          sale, without charge, at least one copy of the Registration Statement,
          as first filed with the Commission, and of each amendment thereto,
          including all documents incorporated by reference therein and all
          exhibits (including exhibits incorporated therein by reference);

               (x)    deliver to each Holder without charge, as many copies of
          the Prospectus (including each preliminary prospectus) and any
          amendment or supplement thereto as such Persons reasonably may
          request; the Company and the Subsidiary Guarantors hereby consent to
          the use (in accordance with law) of the Prospectus and any amendment
          or supplement thereto by each selling Holder in connection with the
          offering and the sale of the Transfer Restricted Securities covered by
          the Prospectus or any amendment or supplement thereto;

               (xi)   upon the request of any Holder, enter into such agreements
          (including underwriting agreements) and make such representations and
          warranties and take all such other actions in connection therewith in
          order to expedite or

                                      12
<PAGE>

          facilitate the disposition of the Transfer Restricted Securities
          pursuant to any applicable Registration Statement contemplated by this
          Agreement as may be reasonably requested by any Holder in connection
          with any sale or resale pursuant to any applicable Registration
          Statement. In such connection, the Company and the Subsidiary
          Guarantors shall:

                  (A)   upon request of any Holder, furnish (or in the case of
               paragraphs (2) and (3), use its best efforts to cause to be
               furnished) to each Holder, upon Consummation of the Exchange
               Offer or upon the effectiveness of the Shelf Registration
               Statement, as the case may be:

                       (1)  a certificate, dated such date, signed on behalf of
                    the Company and each Subsidiary Guarantor by (x) the
                    President or any Vice President and (y) a principal
                    financial or accounting officer of the Company and such
                    Subsidiary Guarantor, confirming, as of the date thereof,
                    the matters set forth in Sections 6(y), 9(a) and 9(b) of the
                    Purchase Agreement and such other similar matters as such
                    Holders may reasonably request;

                       (2)  opinions, dated the date of Consummation of the
                    Exchange Offer or the date of effectiveness of the Shelf
                    Registration Statement, as the case may be, of counsel
                    for the Company and the Subsidiary Guarantors covering
                    matters similar to those set forth in paragraphs (e) and
                    (f) of Section 9 of the Purchase Agreement and such other
                    matter as such Holder may reasonably request, and in any
                    event including a statement (which may be provided in a
                    letter separate from the opinion) to the effect that such
                    counsel has participated in conferences with officers and
                    other representatives of the Company and the Subsidiary
                    Guarantors, representatives of the independent public
                    accountants for the Company and the Subsidiary Guarantors
                    and have considered the matters required to be stated
                    therein and the statements contained therein, although
                    such counsel has not independently verified the accuracy,
                    completeness or fairness of such statements; and that
                    such counsel advises that, on the basis of the foregoing
                    (relying as to materiality to the extent such counsel
                    deems appropriate upon the statements of officers and
                    other representatives of the Company and the Subsidiary
                    Guarantors) and without independent check or
                    verification), no facts came to such counsel's attention
                    that caused such counsel to believe that the applicable
                    Registration Statement, at the time such Registration
                    Statement or any post-effective amendment thereto became
                    effective and, in the case of the Exchange Offer
                    Registration Statement, as of the date of Consummation of
                    the Exchange Offer, contained an untrue statement of a
                    material fact or omitted to state a material fact
                    required to be stated therein or necessary to make the
                    statements therein not misleading, or that the Prospectus
                    contained in such Registration Statement as of its date
                    and, in the case of the opinion dated the date of
                    Consummation of the Exchange Offer, as of the date of

                                      13
<PAGE>

                    Consummation, contained an untrue statement of a material
                    fact or omitted to state a material fact necessary in
                    order to make the statements therein, in the light of the
                    circumstances under which they were made, not misleading.
                    Without limiting the foregoing, such counsel may state
                    further that such counsel assumes no responsibility for,
                    and has not independently verified, the accuracy,
                    completeness or fairness of the financial statements,
                    notes and schedules and other financial data included in
                    any Registration Statement contemplated by this Agreement
                    or the related Prospectus; and

                       (3)  a customary comfort letter, dated the date of
                    Consummation of the Exchange Offer, or as of the date of
                    effectiveness of the Shelf Registration Statement, as the
                    case may be, from the Company's independent accountants, in
                    the customary form and covering matters of the type
                    customarily covered in comfort letters to underwriters in
                    connection with underwritten offerings, and affirming the
                    matters set forth in the comfort letters delivered pursuant
                    to Section 9(j) of the Purchase Agreement; and

                  (B)   deliver such other documents and certificates as may be
               reasonably requested by the selling Holders to evidence
               compliance with the matters covered in clause (A) above and with
               any customary conditions contained in the any agreement entered
               into by the Company and the Subsidiary Guarantors pursuant to
               this clause (xi);

               (xii)    prior to any public offering of Transfer Restricted
          Securities, cooperate with the selling Holders and their counsel in
          connection with the registration and qualification of the Transfer
          Restricted Securities under the securities or Blue Sky laws of such
          jurisdictions as the selling Holders may request and do any and all
          other acts or things necessary or advisable to enable the disposition
          in such jurisdictions of the Transfer Restricted Securities covered by
          the applicable Registration Statement; PROVIDED, HOWEVER, that neither
          the Company nor any Subsidiary Guarantor shall be required to register
          or qualify as a foreign corporation where it is not now so qualified
          or to take any action that would subject it to the service of process
          in suits or to taxation, other than as to matters and transactions
          relating to the Registration Statement, in any jurisdiction where it
          is not now so subject;

               (xiii)   in connection with any sale of Transfer Restricted
          Securities that will result in such securities no longer being
          Transfer Restricted Securities, cooperate with the selling Holders to
          facilitate the timely preparation and delivery of certificates
          representing Transfer Restricted Securities to be sold and not bearing
          any restrictive legends; and to register such Transfer Restricted
          Securities in such denominations and such names as the selling Holders
          may request at least two business days prior to such sale of Transfer
          Restricted Securities;

                                      14
<PAGE>

               (xiv)    use their respective best efforts to cause the
          disposition of the Transfer Restricted Securities covered by the
          Registration Statement to be registered with or approved by such other
          governmental agencies or authorities as may be necessary to enable the
          seller or sellers thereof to consummate the disposition of such
          Transfer Restricted Securities, subject to the proviso contained in
          clause (xii) above;

               (xv)     provide a CUSIP number for all Transfer Restricted
          Securities not later than the effective date of a Registration
          Statement covering such Transfer Restricted Securities and provide the
          Trustee under the Indenture with printed certificates for the Transfer
          Restricted Securities which are in a form eligible for deposit with
          the Depository Trust Company;

               (xvi)    otherwise use their respective best efforts to comply
          with all applicable rules and regulations of the Commission, and make
          generally available to its security holders with regard to any
          applicable Registration Statement, as soon as practicable, a
          consolidated earnings statement meeting the requirements of Rule 158
          (which need not be audited) covering a twelve-month period beginning
          after the effective date of the Registration Statement (as such term
          is defined in paragraph (c) of Rule 158 under the Act); and

               (xvii)   provide promptly to each Holder, upon request, each
          document filed with the Commission pursuant to the requirements of
          Section 13 or Section 15(d) of the Exchange Act.

          (d) RESTRICTIONS ON HOLDERS. Each Holder agrees by acquisition of a
     Transfer Restricted Security that, upon receipt of the notice referred to
     in Section 6(c)(iii)(C) or any notice from the Company of the existence of
     any fact of the kind described in Section 6(c)(iii)(D) hereof (in each
     case, a "SUSPENSION NOTICE"), such Holder will forthwith discontinue
     disposition of Transfer Restricted Securities pursuant to the applicable
     Registration Statement until (i) such Holder has received copies of the
     supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof,
     or (ii) such Holder is advised in writing by the Company that the use of
     the Prospectus may be resumed, and has received copies of any additional or
     supplemental filings that are incorporated by reference in the Prospectus
     (in each case, the "RECOMMENCEMENT DATE"). Each Holder receiving a
     Suspension Notice hereby agrees that it will either (i) destroy any
     Prospectuses, other than permanent file copies, then in such Holder's
     possession which have been replaced by the Company with more recently dated
     Prospectuses or (ii) deliver to the Company (at the Company's expense) all
     copies, other than permanent file copies, then in such Holder's possession
     of the Prospectus covering such Transfer Restricted Securities that was
     current at the time of receipt of the Suspension Notice. The time period
     regarding the effectiveness of such Registration Statement set forth in
     Section 3 or 4 hereof, as applicable, shall be extended by a number of days
     equal to the number of days in the period from and including the date of
     delivery of the Suspension Notice to the date of delivery of the
     Recommencement Date.

                                      15
<PAGE>

SECTION 7.      REGISTRATION EXPENSES

        (a)  All expenses incident to the Company's and the Subsidiary
Guarantors' performance of or compliance with this Agreement will be borne by
the Company, regardless of whether a Registration Statement becomes effective,
including without limitation: (i) all registration and filing fees and expenses;
(ii) all fees and expenses of compliance with federal securities and state Blue
Sky or securities laws; (iii) all expenses of printing (including printing
certificates for the New Senior Subordinated Notes to be issued in the Exchange
Offer and printing of Prospectuses), messenger and delivery services and
telephone; (iv) all fees and disbursements of counsel for the Company, the
Subsidiary Guarantors and, subject to Section 7(b) below, the Holders of
Transfer Restricted Securities; (v) all application and filing fees in
connection with listing the New Senior Subordinated Notes on a national
securities exchange or automated quotation system pursuant to the requirements
hereof; and (vi) all fees and disbursements of independent certified public
accountants of the Company and the Subsidiary Guarantors (including the expenses
of any special audit and comfort letters required by or incident to such
performance).

         The Company will, in any event, bear its and the Subsidiary Guarantors'
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 or the Subsidiary Guarantors.

        (b)  In connection with any Registration Statement required by this
Agreement (including, without limitation, the Exchange Offer Registration
Statement and the Shelf Registration Statement), the Company and the Subsidiary
Guarantors will reimburse the Initial Purchaser and the Holders of Transfer
Restricted Securities who are tendering Senior Subordinated Notes into in the
Exchange Offer and/or selling or reselling Senior Subordinated Notes or New
Senior Subordinated Notes 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 Latham & Watkins, 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.

SECTION 8.      INDEMNIFICATION

        (a)  The Company and the Subsidiary Guarantors agree, jointly and
severally, to indemnify and hold harmless each Holder, its directors, officers
and each Person, if any, who controls such Holder (within the meaning of Section
15 of the Act or Section 20 of the Exchange Act), from and against any and all
losses, claims, damages, liabilities, judgments, (including without limitation,
any reasonable legal or other reasonable expenses incurred in connection with
investigating or defending any matter, including any action that could give rise
to any such losses, claims, damages, liabilities or judgments) caused by any
untrue statement or alleged untrue statement of a material fact contained in any
Registration Statement, preliminary prospectus or Prospectus (or any amendment
or supplement thereto) provided by the Company to any Holder or any prospective
purchaser of New Senior Subordinated Notes or registered Senior Subordinated

                                      16
<PAGE>

Notes, or caused by any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, except insofar as such losses, claims, damages, liabilities or
judgments are caused by an untrue statement or omission or alleged untrue
statement or omission that is based upon information relating to any of the
Holders furnished in writing to the Company by any of the Holders; PROVIDED,
HOWEVER, that the foregoing indemnity agreement with respect to any Registration
Statement, preliminary prospectus or Prospectus shall not inure to the benefit
of any Holder who failed to deliver a final Prospectus (as then amended or
supplemented, provided by the Company to the several Holders in the requisite
quantity and on a timely basis to permit proper delivery on or prior to written
confirmation of such sale) to the person asserting any losses, claims, damages
and liabilities and judgments caused by any untrue statement or alleged untrue
statement of a material fact contained in any preliminary prospectus, or caused
by any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading, if
such material misstatement or omission or alleged material misstatement or
omission was cured in the final Prospectus and it shall have been determined
that such person would not have incurred such losses, claims, damages and
liabilities and judgments had the final Prospectus been delivered.

        (b)  Each Holder of Transfer Restricted Securities agrees, severally and
not jointly, to indemnify and hold harmless the Company and the Subsidiary
Guarantors, and their respective directors and officers, and each person, if
any, who controls (within the meaning of Section 15 of the Act or Section 20 of
the Exchange Act) the Company, or the Subsidiary Guarantors to the same extent
as the foregoing indemnity from the Company and the Subsidiary Guarantors set
forth in section (a) above, but only with reference to information relating to
such Holder furnished in writing to the Company by such Holder expressly for use
in any Registration Statement. In no event shall any Holder, its directors,
officers or any Person who controls such Holder be liable or responsible for any
amount in excess of the amount by which the total amount received by such Holder
with respect to its sale of Transfer Restricted Securities pursuant to a
Registration Statement exceeds (i) the amount paid by such Holder for such
Transfer Restricted Securities and (ii) the amount of any damages that such
Holder, its directors, officers or any Person who controls such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.

        (c)  In case any action shall be commenced involving any person in
respect of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the
"INDEMNIFIED PARTY"), the indemnified party shall promptly notify the person
against whom such indemnity may be sought (the "INDEMNIFYING PERSON") in writing
and the indemnifying party shall assume the defense of such action, including
the employment of counsel reasonably satisfactory to the indemnified party and
the payment of all fees and expenses of such counsel, as incurred (except that
in the case of any action in respect of which indemnity may be sought pursuant
to both Sections 8(a) and 8(b), a Holder shall not be required to assume the
defense of such action pursuant to this Section 8(c), but may employ separate
counsel and participate in the defense thereof, but the fees and expenses of
such counsel, except as provided below, shall be at the expense of the Holder).
Any indemnified party shall have the right to employ separate counsel in any
such action and participate in the defense thereof, but the fees and expenses of
such counsel shall be at the expense of the

                                      17
<PAGE>

indemnified party unless (i) the employment of such counsel shall have been
specifically authorized in writing by the indemnifying party, (ii) the
indemnifying party shall have failed to assume the defense of such action or
employ counsel reasonably satisfactory to the indemnified party or (iii) the
named parties to any such action (including any impleaded parties) include both
the indemnified party and the indemnifying party, and the indemnified party
shall have been advised by such counsel that there may be one or more legal
defenses available to it which are different from or additional to those
available to the indemnifying party (in which case the indemnifying party shall
not have the right to assume the defense of such action on behalf of the
indemnified party). In any such case, the indemnifying party shall not, in
connection with any one action or separate but substantially similar or related
actions in the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the fees and expenses of more than one separate
firm of attorneys (in addition to any local counsel) for all indemnified parties
and all such fees and expenses shall be reimbursed as they are incurred. Such
firm shall be designated in writing by a majority of the Holders, in the case of
the parties indemnified pursuant to Section 8(a), and by the Company and
Subsidiary Guarantors, in the case of parties indemnified pursuant to Section
8(b). The indemnifying party shall indemnify and hold harmless the indemnified
party from and against any and all losses, claims, damages, liabilities and
judgments by reason of any settlement of any action (i) effected with its prior
written consent or (ii) effected without its prior written consent if the
settlement is entered into more than thirty business days after the indemnifying
party shall have received a request from the indemnified party for reimbursement
for the fees and expenses of counsel (in any case where such fees and expenses
are at the expense of the indemnifying party) and, prior to the date of such
settlement, the indemnifying party shall have failed to comply with such
reimbursement request for the fees and expenses of counsel (unless the
reasonableness of such fees and expenses of counsel is being contested in good
faith). No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement or compromise of, or consent to the
entry of judgment with respect to, any pending or threatened action in respect
of which the indemnified party is or could have been a party and indemnity or
contribution may be or could have been sought hereunder by the indemnified
party, unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability on claims that
are or could have been 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 the indemnified party.

        (d)  To the extent that the indemnification provided for in this
Section 8 is unavailable to an indemnified party in respect of any losses,
claims, damages, liabilities or judgments referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or judgments (i) in such proportion
as is appropriate to reflect the relative benefits received by the Company and
the Subsidiary Guarantors, on the one hand, and the Holders, on the other hand,
from their sale of Transfer Restricted Securities or (ii) if the allocation
provided by clause 8(d)(i) is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause 8(d)(i) above but also the relative fault of the Company and the
Subsidiary Guarantors, on the one hand, and of the Holder, on the other hand, in
connection with the statements or omissions which resulted in such losses,
claims, damages,

                                      18
<PAGE>

liabilities or judgments, as well as any other relevant equitable
considerations. The relative fault of the Company and the Subsidiary Guarantors,
on the one hand, and of the Holder, on the other hand, 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 or such Subsidiary Guarantor, on
the one hand, or by the Holder, on the other hand, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.

         The Company, the Subsidiary Guarantors and each Holder agree that it
would not be just and equitable if contribution pursuant to this Section 8(d)
were determined by pro rata allocation (even if the Holders were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to in the immediately
preceding paragraph. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, liabilities or judgments referred to in
the immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any matter,
including any action that could have given rise to such losses, claims, damages,
liabilities or judgments. Notwithstanding the provisions of this Section 8, no
Holder, its directors, its officers or any Person, if any, who controls such
Holder shall be required to contribute, in the aggregate, any amount in excess
of the amount by which the total received by such Holder with respect to the
sale of Transfer Restricted Securities pursuant to a Registration Statement
exceeds (i) the amount paid by such Holder for such Transfer Restricted
Securities and (ii) the amount of any damages which such Holder has 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 Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The Holders' obligations to contribute pursuant to this
Section 8(c) are several in proportion to the respective principal amount of
Transfer Restricted Securities held by each Holder hereunder and not joint.

SECTION 9.      RULE 144A AND RULE 144

         The Company and each Subsidiary Guarantor agrees with each Holder, for
so long as any Transfer Restricted Securities remain outstanding and during any
period in which the Company or such Subsidiary Guarantor (i) is not subject to
Section 13 or 15(d) of the Exchange Act, to make available, upon request of any
Holder, to such Holder or beneficial owner of Transfer Restricted Securities in
connection with any sale thereof and any prospective purchaser of such Transfer
Restricted Securities designated by such Holder or beneficial owner, the
information required by Rule 144A(d)(4) under the Act in order to permit resales
of such Transfer Restricted Securities pursuant to Rule 144A, and (ii) is
subject to Section 13 or 15 (d) of the Exchange Act, to make all filings
required thereby in a timely manner in order to permit resales of such Transfer
Restricted Securities pursuant to Rule 144.

SECTION 10.     MISCELLANEOUS

                                      19
<PAGE>

        (a)  REMEDIES. The Company and the Subsidiary Guarantors acknowledge and
agree that any failure by the Company and/or the Subsidiary Guarantors to comply
with their respective obligations under Sections 3 and 4 hereof may result in
material irreparable injury to the Initial Purchaser 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 Purchaser or any Holder may obtain such relief as may be required to
specifically enforce the Company's and the Subsidiary Guarantors' obligations
under Sections 3 and 4 hereof. The Company and the Subsidiary Guarantors further
agree to waive the defense in any action for specific performance that a remedy
at law would be adequate.

        (b)  NO INCONSISTENT AGREEMENTS. Neither the Company nor any Subsidiary
Guarantor will, 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.
Except as disclosed in the Offering Memorandum of the Company dated April 18,
2001 with respect to the Senior Subordinated Notes, neither the Company nor any
Subsidiary Guarantor has previously entered into any agreement granting any
registration rights with respect to its securities to any Person which still
provides such registration rights to such Person other than the 1998
Registration Rights Agreement which still provides such registration rights to
such Person. 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 and the Subsidiary Guarantors' securities under any agreement in
effect on the date hereof.

        (c)  AMENDMENTS AND WAIVERS. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures from
the provisions hereof may not be given unless (i) in the case of Section 5
hereof and this Section 10(c)(i), the Company has obtained the written consent
of Holders of all outstanding Transfer Restricted Securities and (ii) in the
case of all other provisions hereof, the Company has obtained the written
consent of Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities (excluding Transfer Restricted Securities held by the
Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent
to departure from the provisions hereof that relates exclusively to the rights
of Holders whose Transfer Restricted Securities are being tendered pursuant to
the Exchange Offer, and that does not affect directly or indirectly the rights
of other Holders whose Transfer Restricted Securities are not being tendered
pursuant to such Exchange Offer, may be given by the Holders of a majority of
the outstanding principal amount of Transfer Restricted Securities subject to
such Exchange Offer.

        (d)  THIRD PARTY BENEFICIARY. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company and the
Subsidiary Guarantors, on the one hand, and the Initial Purchasers, on the other
hand, and shall have the right to enforce such agreements directly to the extent
they may deem such enforcement necessary or advisable to protect its rights or
the rights of Holders hereunder.

                                      20
<PAGE>

        (e)  NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telecopier, or air courier
guaranteeing overnight delivery:

             (i)   if to a Holder, at the address set forth on the records of
        the Registrar under the Indenture, with a copy to the Registrar under
        the Indenture; and

             (ii)  if to the Company or the Subsidiary Guarantors:

                   Great Lakes Dredge & Dock Company
                   2122 York Road
                   Oak Brook, Illinois  60532
                   Telecopier No.:  (708) 574-2981
                   Attention:  Chief Financial Officer

                   With a copy to:

                   Dechert
                   4000 Bell Atlantic Tower
                   171 Arch Street
                   Philadelphia, Pennsylvania  19103-2793
                   Telecopier No.:  (215) 994-2222
                   Attention:  John D. LaRocca

       All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if telecopied; and on the next business day, if timely delivered
to an air courier guaranteeing overnight delivery.

       Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address specified in the Indenture.

       (f)   SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties,
including without limitation and without the need for an express assignment,
subsequent Holders; PROVIDED, HOWEVER, that this Agreement shall not inure to
the benefit of or be binding upon a successor or assign of a Holder unless and
to the extent such successor acquired Transfer Restricted Securities directly
from such Holder, and that nothing herein shall be deemed to permit any
assignment, transfer or other disposition of Transfer Restricted Securities in
violation of the terms hereof or of the Purchase Agreement or the Indenture. If
any transferee of any Holder shall acquire Transfer Restricted Securities in any
manner, whether by operation of law or otherwise, such Transfer Restricted
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Transfer Restricted Securities such Person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement, including the

                                      21
<PAGE>

restrictions on resale set forth in this Agreement and, if applicable, the
Purchase Agreement, and such Person shall be entitled to receive the benefits
hereof.

        (g)  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.

        (h)  HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

        (i)  GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.

        (j)  SEVERABILITY. In the event that 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.

        (k)  ENTIRE AGREEMENT. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.

                                      22
<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                       GREAT LAKES DREDGE & DOCK CORPORATION


                                       By: /s/    Deborah A. Wensel
                                          --------------------------------------
                                          Name:   Deborah A. Wensel
                                          Title:  Vice President and CFO

                                       GREAT LAKES DREDGE & DOCK COMPANY


                                       By: /s/    Deborah A. Wensel
                                          --------------------------------------
                                          Name:   Deborah A. Wensel
                                          Title:  Vice President and CFO


                                       DAWSON MARINE SERVICES COMPANY


                                       By: /s/    Deborah A. Wensel
                                          --------------------------------------
                                          Name:   Deborah A. Wensel
                                          Title:  Vice President and CFO


                                       GREAT LAKES CARIBBEAN DREDGING, INC.


                                       By: /s/    Deborah A. Wensel
                                          --------------------------------------
                                          Name:   Deborah A. Wensel
                                          Title:  Vice President and CFO


                                       FIFTY-THREE DREDGING CORPORATION


                                       By: /s/    Paul Dinquel
                                          --------------------------------------
                                          Name:   Paul Dinquel
                                          Title:  Vice President

<PAGE>

                                       NORTH AMERICAN SITE DEVELOPERS, INC.


                                       By: /s/    Deborah A. Wensel
                                          --------------------------------------
                                          Name:   Deborah A. Wensel
                                          Title:  Vice President

<PAGE>

                                       CREDIT SUISSE FIRST BOSTON CORPORATION


                                       By: /s/
                                          --------------------------------------
                                          Name:
                                          Title: