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EXHIBIT 4.4
AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
This Amendment No. 1 dated August 18, 2000 to the Registration Rights
Agreement dated as of July 14, 2000, is by and between The Shaw Group Inc., a
Louisiana corporation (the "Company"), and Stone & Webster, Incorporated, a
Delaware corporation ("S&W" and, together with its subsidiaries set forth on the
signature page hereto, the "Holders" and each, a "Holder").
WHEREAS, the parties hereto (other than Stone & Webster Canada Limited)
have entered into a Registration Rights Agreement dated as of July 14, 2000 (the
"Agreement");
WHEREAS, the parties hereto wish to amend the Agreement as set forth in
this Amendment No. 1;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereto agree as follows:
Section 1. The definition of Registrable Securities contained in
Section 1 of the Agreement is amended to read in its entirety as follows:
Registrable Securities: the 2,231,773 shares of
Common Stock issued to the Holders pursuant to the Purchase Agreement
(including the shares that are held in the Indemnity Deposit and the LC
Deposit), and any Common Stock or other security issued or issuable
with respect to such shares of Common Stock by reason of a dividend or
stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization of the
Company; provided, however, that a security ceases to be a Registrable
Security when (i) a Registration Statement covering such Registrable
Securities has been declared effective under the Securities Act by the
SEC and such Registrable Securities have been disposed of pursuant to
such effective Registration Statement, (ii) the entire amount of then
outstanding Registrable Securities may be sold within a three-month
period pursuant to Rule 144 (or any successor provision then in effect)
promulgated under the Securities Act ("Rule 144"), (iii) such
Registrable Securities have been sold to a Person other than a Holder
or Subsidiary or Affiliate thereof pursuant to Rule 144 or (iv) such
Registrable Securities are transferred to a Person other than a Holder
or Subsidiary or Affiliate thereof in accordance with Section 9(b).
Section 2. Each reference to the Agreement in the Agreement shall,
unless the context otherwise requires, mean the Agreement as amended by this
Amendment No. 1.
Section 3. The Agreement, as amended hereby, is in all respects
ratified, approved and confirmed.
Section 4. This Amendment No. 1 shall be governed by and construed in
accordance with the law of the State of Delaware without giving effect to its
conflicts of laws principles.
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Section 5. This Amendment No. 1 may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement. This Amendment No. 1
may be executed by facsimile signature.
[signature page follows]
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IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 as
of the date first written above.
STONE & WEBSTER, INCORPORATED
By:
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Name:
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Title:
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STONE & WEBSTER GROUP LIMITED
By:
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Name:
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Title:
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STONE & WEBSTER CANADA LIMITED
By:
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Name:
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Title:
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THE SHAW GROUP INC.
By:
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Name:
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Title:
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