Registration Rights Agreement (2003)Full Document 

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                               THE SHAW GROUP INC.

                          10-3/4% SENIOR NOTES DUE 2010

                          REGISTRATION RIGHTS AGREEMENT

                                                                  March 17, 2003

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:


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

                  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


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

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