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                                                                     Exhibit 4.5

                         INTERNATIONAL STEEL GROUP INC.

                          6.500% SENIOR NOTES DUE 2014

                      UNCONDITIONALLY GUARANTEED AS TO THE

                         PAYMENT OF PRINCIPAL, PREMIUM,
                             IF ANY, AND INTEREST BY

                  THE GUARANTORS REFERRED TO IN ANNEX A HERETO

                           -------------------------

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                                  April 14, 2004

Goldman, Sachs & Co.,
UBS Securities LLC
Citigroup Global Markets Inc.
J.P. Morgan Securities Inc.
c/o Goldman, Sachs & Co.
    85 Broad Street
    New York, New York 10004

Ladies and Gentlemen:

         International Steel Group Inc., a Delaware corporation (the "Company"),
proposes to issue and sell to the Purchasers (as defined herein) upon the terms
set forth in the Purchase Agreement (as defined herein) its 6.500% Senior Notes
due 2014 (the "Senior Notes"), which are unconditionally guaranteed by the
Guarantors referred to in Annex A hereto. As an inducement to the Purchasers to
enter into the Purchase Agreement and in satisfaction of a condition to the
obligations of the Purchasers thereunder, the Company and the Guarantors,
jointly and severally, agree with the Purchasers for the benefit of holders (as
defined herein) from time to time of the Transfer Restricted Securities (as
defined herein) as follows:

                  1. Certain Definitions. For purposes of this Exchange and
Registration Rights Agreement, the following terms shall have the following
respective meanings:

                  "Base Interest" shall mean the interest that would otherwise
         accrue on the Securities under the terms thereof and the Indenture,
         without giving effect to the provisions of this Agreement.

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                  The term "broker-dealer" shall mean any broker or dealer
         registered with the Commission under the Exchange Act.

                  "Closing Date" shall mean the date on which the Securities are
         initially issued.

                  "Commission" shall mean the United States Securities and
         Exchange Commission, or any other federal agency at the time
         administering the Exchange Act or the Securities Act, whichever is the
         relevant statute for the particular purpose.

                  "Effective Time," in the case of (i) an Exchange Registration,
         shall mean the time and date as of which the Commission declares the
         Exchange Offer Registration Statement effective or as of which the
         Exchange Offer Registration Statement otherwise becomes effective and
         (ii) a Shelf Registration, shall mean the time and date as of which the
         Commission declares the Shelf Registration Statement effective or as of
         which the Shelf Registration Statement otherwise becomes effective.

                  "Electing Holder" shall mean any holder of Transfer Restricted
         Securities that has returned a completed and signed Notice and
         Questionnaire to the Company in accordance with Section 3(d)(ii) or
         3(d)(iii) hereof.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
         as amended, or any successor thereto, as the same shall be amended from
         time to time.

                  "Exchange Offer" shall have the meaning assigned thereto in
         Section 2(a) hereof.

                  "Exchange Registration" shall have the meaning assigned
         thereto in Section 3(c) hereof.

                  "Exchange Offer Registration Statement" shall have the meaning
         assigned thereto in Section 2(a) hereof.

                  "Exchange Securities" shall have the meaning assigned thereto
         in Section 2(a) hereof.

                  "Guarantors" shall have the meaning assigned thereto in the
         Indenture.

                  The term "holder" shall mean each of the Purchasers and other
         persons who acquire Transfer Restricted Securities from time to time
         (including any successors or assigns), in each case for so long as such
         person owns any Transfer Restricted Securities.

                  "Indenture" shall mean the Indenture, dated as of April 14,
         2004, between the Company, the Guarantors and The Bank of New York, as
         Trustee, as the same shall be amended from time to time.

                  "Notice and Questionnaire" means a Notice of Registration
         Statement and Selling Securityholder Questionnaire substantially in the
         form of Exhibit A hereto.

                  The term "person" shall mean a corporation, association,
         partnership, organization, business, individual, government or
         political subdivision thereof or governmental agency.

                  "Purchase Agreement" shall mean the Purchase Agreement, dated
         as of April 8, 2004, between the Purchasers, the Guarantors and the
         Company relating to the Securities.

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                  "Purchasers" shall mean the Purchasers named in Schedule I to
         the Purchase Agreement.

                  "Registration Default" shall have the meaning assigned thereto
         in Section 2(c) hereof.

                  "Registration Expenses" shall have the meaning assigned
         thereto in Section 4 hereof.

                  "Resale Period" shall have the meaning assigned thereto in
         Section 2(a) hereof.

                  "Restricted Holder" shall mean (i) a holder that is an
         affiliate of the Company within the meaning of Rule 405, (ii) a holder
         who acquires Exchange Securities outside the ordinary course of such
         holder's business, (iii) a holder who has arrangements or
         understandings with any person to participate in the Exchange Offer for
         the purpose of distributing Exchange Securities and (iv) a holder that
         is a broker-dealer, but only with respect to Exchange Securities
         received by such broker-dealer pursuant to an Exchange Offer in
         exchange for Transfer Restricted Securities acquired by the
         broker-dealer directly from the Company.

                  "Rule 144," "Rule 405" and "Rule 415" shall mean, in each
         case, such rule promulgated under the Securities Act (or any successor
         provision), as the same shall be amended from time to time.

                  "Securities" shall mean, collectively, the 6.500% Senior Notes
         due 2014 of the Company to be issued and sold to the Purchasers, and
         securities issued in exchange therefor or in lieu thereof pursuant to
         the Indenture. Each Security is entitled to the benefit of the
         guarantee provided for in the Indenture (the "Guarantee") and, unless
         the context otherwise requires, any reference herein to a "Security,"
         an "Exchange Security" or a "Transfer Restricted Security" shall
         include a reference to the related Guarantee.

                  "Securities Act" shall mean the Securities Act of 1933, as
         amended, or any successor thereto, as the same shall be amended from
         time to time.

                  "Senior Notes" shall have the meaning assigned thereto in the
         first paragraph of this agreement.

                  "Shelf Registration" shall have the meaning assigned thereto
         in Section 2(b) hereof.

                  "Shelf Registration Statement" shall have the meaning assigned
         thereto in Section 2(b) hereof.

                  "Special Interest" shall have the meaning assigned thereto in
         Section 2(c) hereof.

                  "Transfer Restricted Securities" means each Senior Note until
         the earliest to occur of (i) the date on which Senior Note has been
         exchanged by a Person other than a broker-dealer for an Exchange
         Security in the Exchange Offer; (ii) following the exchange by a
         broker-dealer in the Exchange Offer of a Senior Note for an Exchange
         Security, the date on which such Exchange Security 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 Senior Note has
         been effectively registered under the Securities Act and disposed of in
         accordance with the Shelf Registration Statement; (iv) the date on
         which such Senior Note is distributed to the public

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         pursuant to Rule 144 under the Securities Act; or (v) the date on which
         such Senior Note ceases to be outstanding.

                  "Trust Indenture Act" shall mean the Trust Indenture Act of
         1939, or any successor thereto, and the rules, regulations and forms
         promulgated thereunder, all as the same shall be amended from time to
         time.

                  Unless the context otherwise requires, any reference herein to
         a "Section" or "clause" refers to a Section or clause, as the case may
         be, of this Exchange and Registration Rights Agreement, and the words
         "herein," "hereof" and "hereunder" and other words of similar import
         refer to this Exchange and Registration Rights Agreement as a whole and
         not to any particular Section or other subdivision.

                  2.       Registration Under the Securities Act.

                  (a) Except as set forth in Section 2(b) below, the Company and
         the Guarantors agree to use commercially reasonable efforts to file
         under the Securities Act, no later than 150 days after the Closing
         Date, a registration statement relating to an offer to exchange (such
         registration statement, the "Exchange Offer Registration Statement",
         and such offer, the "Exchange Offer") any and all of the Transfer
         Restricted Securities for a like aggregate principal amount of debt
         securities issued by the Company and guaranteed by the Guarantors,
         which debt securities and guarantees are substantially identical to the
         Securities and the related Guarantees, respectively (and are entitled
         to the benefits of a trust indenture which is substantially identical
         to the Indenture or is the Indenture and which has been qualified under
         the Trust Indenture Act), except that they have been registered
         pursuant to an effective registration statement under the Securities
         Act and do not contain provisions for the additional interest
         contemplated in Section 2(c) below (such new debt securities
         hereinafter called "Exchange Securities"). The Company and the
         Guarantors agree to use all commercially reasonable efforts to cause
         the Exchange Offer Registration Statement to become effective under the
         Securities Act no later than 210 days after the Closing Date. The
         Exchange Offer will be registered under the Securities Act on the
         appropriate form and will comply with all applicable tender offer rules
         and regulations under the Exchange Act. The Company and the Guarantors
         further agree to use all commercially reasonable efforts to commence
         and complete the Exchange Offer no later than 40 business days after
         such registration statement has become effective, hold the Exchange
         Offer open for at least 20 business days and exchange Exchange
         Securities for all Transfer Restricted Securities that have been
         properly tendered and not withdrawn on or prior to the expiration of
         the Exchange Offer. The Exchange Offer will be deemed to have been
         "completed" only if the debt securities and related guarantee received
         by holders other than Restricted Holders in the Exchange Offer for
         Transfer Restricted Securities are, upon receipt, transferable by each
         such holder without restriction under the Securities Act and the
         Exchange Act and without material restrictions under the blue sky or
         securities laws of a substantial majority of the States of the United
         States of America. The Exchange Offer shall be deemed to have been
         completed upon the earlier to occur of (i) the Company having exchanged
         the Exchange Securities for all outstanding Transfer Restricted
         Securities pursuant to the Exchange Offer and (ii) the Company having
         exchanged, pursuant to the Exchange Offer, Exchange Securities for all
         Transfer Restricted Securities that have been properly tendered and not
         validly withdrawn before the expiration of the Exchange Offer, which
         shall be on a date that is at least 20 business days following the
         commencement of the Exchange Offer.

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         The Company agrees (x) to include in the Exchange Offer Registration
         Statement a prospectus for use in any resales by any holder of Exchange
         Securities that is a broker-dealer and (y) to keep such Exchange Offer
         Registration Statement effective for a period (the "Resale Period")
         beginning when Exchange Securities are first issued in the Exchange
         Offer and ending upon the earlier of the expiration of the 180th day
         after the Exchange Offer has been completed or such time as such
         broker-dealers no longer own any Transfer Restricted Securities. With
         respect to such Exchange Offer Registration Statement, such holders
         shall have the benefit of the rights of indemnification and
         contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

                  (b) If (i) the Company is not permitted to file the Exchange
         Registration Statement or complete the Exchange Offer because the
         Exchange Offer is not permitted by applicable law or Commission policy,
         or (ii) any holder of Transfer Restricted Securities notifies the
         Company prior to the 20th business day following the consummation of
         the Exchange Offer that such holder (A) is prohibited by law or
         Commission policy from participating in the Exchange Offer, (B) may not
         resell the Exchange Securities acquired by it in the Exchange Offer
         without delivering a prospectus and the prospectus contained in the
         Exchange Registration Statement is not appropriate or available for
         such resales (it being understood that the requirement that a holder
         deliver a prospectus containing the information required by Item 507
         and/or Item 508 of Regulation S-K under the Securities Act shall not
         result in the prospectus contained in the Exchange Registration
         Statement being not appropriate or not available) or (C) is a
         broker-dealer and owns Exchange Securities acquired directly from the
         Company or an affiliate of the Company, then the Company shall, in lieu
         of (or, in the case of clause (ii), in addition to) conducting the
         Exchange Offer contemplated by Section 2(a), use all commercially
         reasonable efforts to file under the Securities Act no later than the
         later of 45 days after the time such obligation to file arises a
         "shelf" registration statement providing for the registration of, and
         the sale on a continuous or delayed basis by the holders of, all such
         Transfer Restricted Securities, pursuant to Rule 415 or any similar
         rule that may be adopted by the Commission (such filing, the "Shelf
         Registration" and such registration statement, the "Shelf Registration
         Statement"). The Company and the Guarantors agree to use all
         commercially reasonable efforts (x) to cause the Shelf Registration
         Statement to become or be declared effective no later than 120 days
         after the time such obligation to file the Shelf Registration Statement
         arises and to keep such Shelf Registration Statement continuously
         effective for a period ending on the earlier of the second anniversary
         of the Effective Time or such time as there are no longer any Transfer
         Restricted Securities outstanding, provided, however, that no holder
         shall be entitled to be named as a selling securityholder in the Shelf
         Registration Statement or to use the prospectus forming a part thereof
         for resales of Transfer Restricted Securities unless such holder is an
         Electing Holder, and (y) after the Effective Time of the Shelf
         Registration Statement, promptly upon the request of any holder of
         Transfer Restricted Securities that is not then an Electing Holder, to
         take any action reasonably necessary to enable such holder to use the
         prospectus forming a part thereof for resales of Transfer Restricted
         Securities, including, without limitation, any action necessary to
         identify such holder as a selling securityholder in the Shelf
         Registration Statement, provided, however, that nothing in this Clause
         (y) shall relieve any such holder of the obligation to return a
         completed and signed Notice and Questionnaire to the Company in
         accordance with Section 3(d)(iii) hereof. The Company and the
         Guarantors further agree to supplement or make amendments to the Shelf
         Registration Statement, as and when required by the rules, regulations
         or instructions

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         applicable to the registration form used by the Company and the
         Guarantors for such Shelf Registration Statement or by the Securities
         Act or rules and regulations thereunder for shelf registration, and the
         Company agrees to furnish to each Electing Holder copies of any such
         supplement or amendment prior to its being used or promptly following
         its filing with the Commission. Notwithstanding anything to the
         contrary in this Section 2(b), upon notice to the Electing Holders, the
         Company and the Guarantors may suspend use or the effectiveness of such
         Shelf Registration Statement, or extend the time period in which it is
         required to file the Shelf Registration Statement, for up to 90 days in
         the aggregate in any 12-month period (the "Suspension Period") if the
         Board of Directors of the Company determines that such registration
         would require (i) disclosure of an event at such time as could
         reasonably be expected to have a material adverse effect on the
         business, operations or prospects of the Company or the Guarantors or
         (ii) disclosure of material information relating to a pending corporate
         development; provided, that the Company and the Guarantors shall
         promptly notify the Electing Holders when the Shelf Registration
         Statement may once again be used or is effective. The exercise by the
         Company of its right to suspend or delay the use or effectiveness of
         the Shelf Registration Statement shall not give rise to any obligation
         to pay Special Interest (as defined below) pursuant to Section 2(c)
         during such Suspension Period.

                  (c) In the event that (i) the Company and the Guarantors have
         not filed the Exchange Offer Registration Statement or, if applicable,
         the Shelf Registration Statement on or before the date on which such
         registration statement is required to be filed pursuant to Section 2(a)
         or 2(b), respectively, or (ii) such Exchange Offer Registration
         Statement or, if applicable, the Shelf Registration Statement has not
         become effective or been declared effective by the Commission on or
         before the date on which such registration statement is required to
         become or be declared effective pursuant to Section 2(a) or 2(b),
         respectively, or (iii) the Exchange Offer has not been completed within
         40 business days after the initial effective date of the Exchange Offer
         Registration Statement relating to the Exchange Offer (if the Exchange
         Offer is then required to be made) or (iv) any Exchange Offer
         Registration Statement or, if applicable, the Shelf Registration
         Statement required by Section 2(a) or 2(b) hereof is filed and declared
         effective but shall thereafter either be withdrawn by the Company or
         shall become subject to an effective stop order issued pursuant to
         Section 8(d) of the Securities Act suspending the effectiveness of such
         registration statement (except as specifically permitted herein
         including, without limitation, during the Suspension Period) without
         being succeeded immediately by an additional registration statement
         filed and declared effective (each such event referred to in clauses
         (i) through (iv), a "Registration Default" and each period during which
         a Registration Default has occurred and is continuing, a "Registration
         Default Period"), then, as liquidated damages for such Registration
         Default, subject to the provisions of Section 9(b), special interest
         ("Special Interest"), in addition to the Base Interest, shall accrue at
         a per annum rate of $0.05 per week for the first 90 days of the
         Registration Default Period. The amount of the Special Interest will
         increase by an additional $0.05 per week per $1,000 principal amount of
         notes with respect to each subsequent 90-day period until all
         Registration Defaults have been cured, up to a maximum amount of
         Special Interest for all Registration Defaults of $0.50 per week per
         $1,000 principal amount of notes.

                  (d) The Company shall take, and shall cause each Guarantor to
         take, all actions necessary or advisable to be taken by it to ensure
         that the transactions contemplated herein are effected as so
         contemplated, including all actions necessary or desirable to register
         the

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         Guarantees under the registration statement contemplated in Section
         2(a) or 2(b) hereof, as applicable.

                  (e) Any reference herein to a registration statement as of any
         time shall be deemed to include any document incorporated, or deemed to
         be incorporated, therein by reference as of such time and any reference
         herein to any post-effective amendment to a registration statement as
         of any time shall be deemed to include any document incorporated, or
         deemed to be incorporated, therein by reference as of such time.

                  3. Registration Procedures.

                      If the Company and the Guarantors file a registration
statement pursuant to Section 2(a) or Section 2(b), the following provisions
shall apply:

                  (a) At or before the Effective Time of the Exchange Offer or
         the Shelf Registration, as the case may be, the Company shall qualify
         the Indenture under the Trust Indenture Act of 1939.

                  (b) 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.

                  (c) In connection with the Company's and the Guarantors'
         obligations with respect to the registration of Exchange Securities as
         contemplated by Section 2(a) (the "Exchange Registration"), if
         applicable, the Company and the Guarantors shall:

                           (i)      use all commercially reasonable efforts to
                  prepare and file with the Commission, no later than 150 days
                  after the Closing Date, an Exchange Offer Registration
                  Statement on any form which may be utilized by the Company and
                  the Guarantors and which shall permit the Exchange Offer and
                  resales of Exchange Securities by broker-dealers during the
                  Resale Period to be effected as contemplated by Section 2(a),
                  and use all commercially reasonable efforts to cause such
                  Exchange Offer Registration Statement to become effective no
                  later than 210 days after the Closing Date;

                           (ii)     as soon as practicable prepare and file with
                  the Commission such amendments and supplements to such
                  Exchange Offer Registration Statement and the prospectus
                  included therein as may be necessary to effect and maintain
                  the effectiveness of such Exchange Offer Registration
                  Statement for the periods and purposes contemplated in Section
                  2(a) hereof and as may be required by the applicable rules and
                  regulations of the Commission and the instructions applicable
                  to the form of such Exchange Offer Registration Statement, and
                  promptly provide each broker-dealer holding Exchange
                  Securities with such number of copies of the prospectus
                  included therein (as then amended or supplemented), in
                  conformity in all material respects with the requirements of
                  the Securities Act and the Trust Indenture Act and the rules
                  and regulations of the Commission thereunder, as such
                  broker-dealer reasonably may request prior to the expiration
                  of the Resale Period, for use in connection with resales of
                  Exchange Securities;

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                           (iii)    promptly notify each broker-dealer that has
                  requested or received copies of the prospectus included in
                  such registration statement, and confirm such advice in
                  writing, (A) when such Exchange Offer Registration Statement
                  or the prospectus included therein or any prospectus amendment
                  or supplement or post-effective amendment has been filed, and,
                  with respect to such Exchange Offer Registration Statement or
                  any post-effective amendment, when the same has become
                  effective, (B) of any comments by the Commission and by the
                  blue sky or securities commissioner or regulator of any state
                  with respect thereto or any request by the Commission for
                  amendments or supplements to such Exchange Offer Registration
                  Statement or prospectus or for additional information, (C) of
                  the issuance by the Commission of any stop order suspending
                  the effectiveness of such Exchange Offer Registration
                  Statement or the initiation or threatening of any proceedings
                  for that purpose, (D) if at any time the representations and
                  warranties of the Company contemplated by Section 5 cease to
                  be true and correct in all material respects, (E) of the
                  receipt by the Company of any notification with respect to the
                  suspension of the qualification of the Exchange Securities for
                  sale in any jurisdiction or the initiation or threatening of
                  any proceeding for such purpose, or (F) at any time during the
                  Resale Period when a prospectus is required to be delivered
                  under the Securities Act, that such Exchange Offer
                  Registration Statement, prospectus, prospectus amendment or
                  supplement or post-effective amendment does not conform in all
                  material respects to the applicable requirements of the
                  Securities Act and the Trust Indenture Act and the rules and
                  regulations of the Commission thereunder or contains an untrue
                  statement of a material fact or omits to state any material
                  fact required to be stated therein or necessary to make the
                  statements therein not misleading in light of the
                  circumstances then existing;

                           (iv)     in the event that the Company and the
                  Guarantors would be required, pursuant to Section 3(c)(iii)(F)
                  above, to notify any broker-dealers holding Exchange
                  Securities, and except as otherwise permitted during any
                  Suspension Period, without delay prepare and furnish to each
                  such holder a reasonable number of copies of a prospectus
                  supplemented or amended so that, as thereafter delivered to
                  purchasers of such Exchange Securities during the Resale
                  Period, such prospectus shall conform in all material respects
                  to the applicable requirements of the Securities Act and the
                  Trust Indenture Act and the rules and regulations of the
                  Commission thereunder and shall not 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 in light of the
                  circumstances then existing;

                           (v)      use all commercially reasonable efforts to
                  obtain the withdrawal of any order suspending the
                  effectiveness of such Exchange Offer Registration Statement or
                  any post-effective amendment thereto at the earliest
                  practicable date;

                           (vi)     use all commercially reasonable efforts to
                  (A) register or qualify the Exchange Securities under the
                  securities laws or blue sky laws of such jurisdictions as are
                  contemplated by Section 2(a) no later than the commencement of
                  the Exchange Offer, (B) keep such registrations or
                  qualifications in effect and comply with such laws so as to
                  permit the continuance of offers, sales and dealings therein
                  in such jurisdictions until the expiration of the Resale
                  Period and (C) take any and all other actions as may be
                  reasonably necessary or advisable to enable each broker-

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                  dealer holding Exchange Securities to consummate the
                  disposition thereof in such jurisdictions; provided, however,
                  that neither the Company nor the Guarantors shall be required
                  for any such purpose to (1) qualify as a foreign corporation
                  in any jurisdiction wherein it would not otherwise be required
                  to qualify but for the requirements of this Section 3(c)(vi),
                  (2) consent to general service of process in any such
                  jurisdiction, (3) make any changes to its certificate of
                  incorporation or by-laws or any agreement between it and its
                  stockholders;

                           (vii)    use all commercially reasonable efforts to
                  obtain the consent or approval of each governmental agency or
                  authority, whether federal, state or local, which may be
                  required to effect the Exchange Registration, the Exchange
                  Offer and the offering and sale of Exchange Securities by
                  broker-dealers during the Resale Period;

                           (viii)   provide a CUSIP number for all Exchange
                  Securities, not later than the applicable Effective Time; and

                           (ix)     comply with all applicable rules and
                  regulations of the Commission, and make generally available to
                  its securityholders as soon as practicable but no later than
                  eighteen months after the effective date of such Exchange
                  Offer Registration Statement, an earnings statement of the
                  Company and its subsidiaries complying with Section 11(a) of
                  the Securities Act (including, at the option of the Company,
                  Rule 158 thereunder).

                  (d) In connection with the Company's and the Guarantors'
         obligations with respect to the Shelf Registration, if applicable, the
         Company and the Guarantors shall, as soon as practicable (or as
         otherwise specified):

                           (i)      prepare and file with the Commission, within
                  the time period specified in Section 2(b), a Shelf
                  Registration Statement on any form which may be utilized by
                  the Company and which shall register all of the Transfer
                  Restricted Securities for resale by the holders thereof in
                  accordance with such method or methods of disposition as may
                  be specified by such of the holders as, from time to time, may
                  be Electing Holders and use all commercially reasonable
                  efforts to cause such Shelf Registration Statement to become
                  effective within the time period specified in Section 2(b);

                           (ii)     not less than 30 calendar days prior to the
                  Effective Time of the Shelf Registration Statement, mail the
                  Notice and Questionnaire to the holders of Transfer Restricted
                  Securities; no holder shall be entitled to be named as a
                  selling securityholder in the Shelf Registration Statement as
                  of the Effective Time, and no holder shall be entitled to use
                  the prospectus forming a part thereof for resales of Transfer
                  Restricted Securities at any time, unless such holder has
                  returned a completed and signed Notice and Questionnaire to
                  the Company by the deadline for response set forth therein;
                  provided, however, holders of Transfer Restricted Securities
                  shall have at least 15 calendar days from the date on which
                  the Notice and Questionnaire is first mailed to such holders
                  to return a completed and signed Notice and Questionnaire to
                  the Company;

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                           (iii)    after the Effective Time of the Shelf
                  Registration Statement, upon the request of any holder of
                  Transfer Restricted Securities that is not then an Electing
                  Holder, promptly send a Notice and Questionnaire to such
                  holder; provided that the Company shall not be required to
                  take any action to name such holder as a selling
                  securityholder in the Shelf Registration Statement or to
                  enable such holder to use the prospectus forming a part
                  thereof for resales of Transfer Restricted Securities until
                  such holder has returned a completed and signed Notice and
                  Questionnaire to the Company;

                           (iv)     as soon as practicable prepare and file with
                  the Commission such amendments and supplements to such Shelf
                  Registration Statement and the prospectus included therein as
                  may be necessary to effect and maintain the effectiveness of
                  such Shelf Registration Statement for the period specified in
                  Section 2(b) hereof and as may be required by the applicable
                  rules and regulations of the Commission and the instructions
                  applicable to the form of such Shelf Registration Statement,
                  and furnish to the Electing Holders copies of any such
                  supplement or amendment simultaneously with or prior to its
                  being used or filed with the Commission;

                           (v)      comply with the provisions of the Securities
                  Act with respect to the disposition of all of the Transfer
                  Restricted Securities covered by such Shelf Registration
                  Statement in accordance with the intended methods of
                  disposition by the Electing Holders provided for in such Shelf
                  Registration Statement;

                           (vi)     provide (A) the Electing Holders, (B) the
                  underwriters (which term, for purposes of this Exchange and
                  Registration Rights Agreement, shall include a person deemed
                  to be an underwriter within the meaning of Section 2(a)(11) of
                  the Securities Act), if any, thereof, (C) any sales or
                  placement agent therefor, (D) counsel for any such underwriter
                  or agent and (E) not more than one counsel for all the
                  Electing Holders the opportunity to participate in the
                  preparation of such Shelf Registration Statement, each
                  prospectus included therein or filed with the Commission and
                  each amendment or supplement thereto;

                           (vii)    for a reasonable period prior to the filing
                  of such Shelf Registration Statement, and throughout the
                  period specified in Section 2(b), make available at reasonable
                  times at the Company's principal place of business or such
                  other reasonable place for inspection by the persons referred
                  to in Section 3(d)(vi) who shall certify to the Company that
                  they have a current intention to sell the Transfer Restricted
                  Securities pursuant to the Shelf Registration such financial
                  and other information and books and records of the Company,
                  and cause the officers, employees, counsel and independent
                  certified public accountants of the Company to respond to such
                  inquiries, as shall be reasonably necessary, in the judgment
                  of the respective counsel referred to in such Section, to
                  conduct a reasonable investigation within the meaning of
                  Section 11 of the Securities Act; provided, however, that each
                  such party shall be required to maintain in confidence, not to
                  use as the basis for any market transactions in any securities
                  of the Company or for any other business purposes other than
                  in connection with a registration hereunder, and not to
                  disclose to any other person, any information or records
                  reasonably designated by the Company as being confidential,
                  until such time as (A) such information becomes a

                                       10

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                  matter of public record (whether by virtue of its inclusion in
                  such registration statement or otherwise), (B) such person
                  shall be required so to disclose such information pursuant to
                  a subpoena or order of any court or other governmental agency
                  or body having jurisdiction over the matter (subject to the
                  requirements of such order, and only after such person shall
                  have given the Company prompt prior written notice of such
                  requirement), or (C) such information is required to be set
                  forth in such Shelf Registration Statement or the prospectus
                  included therein or in an amendment to such Shelf Registration
                  Statement or an amendment or supplement to such prospectus in
                  order that such Shelf Registration Statement, prospectus,
                  amendment or supplement, as the case may be, complies with
                  applicable requirements of the federal securities laws and the
                  rules and regulations of the Commission and does not contain
                  an untrue statement of a material fact or omit to state
                  therein a material fact required to be stated therein or
                  necessary to make the statements therein not misleading in
                  light of the circumstances then existing;

                           (viii)   promptly notify each of the Electing
                  Holders, any sales or placement agent therefor and any
                  underwriter thereof (which notification may be made through
                  any managing underwriter that is a representative of such
                  underwriter for such purpose) and confirm such advice in
                  writing, (A) when such Shelf Registration Statement or the
                  prospectus included therein or any prospectus amendment or
                  supplement or post-effective amendment has been filed, and,
                  with respect to such Shelf Registration Statement or any
                  post-effective amendment, when the same has become effective,
                  (B) of any comments by the Commission and by the blue sky or
                  securities commissioner or regulator of any state with respect
                  thereto or any request by the Commission for amendments or
                  supplements to such Shelf Registration Statement or prospectus
                  or for additional information, (C) of the issuance by the
                  Commission of any stop order suspending the effectiveness of
                  such Shelf Registration Statement or the initiation or
                  threatening of any proceedings for that purpose, (D) if at any
                  time the representations and warranties of the Company
                  contemplated by Section 3(d)(xvii) or Section 5 cease to be
                  true and correct in all material respects, (E) of the receipt
                  by the Company of any notification with respect to the
                  suspension of the qualification of the Transfer Restricted
                  Securities for sale in any jurisdiction or the initiation or
                  threatening of any proceeding for such purpose, or (F) if at
                  any time when a prospectus is required to be delivered under
                  the Securities Act, that such Shelf Registration Statement,
                  prospectus, prospectus amendment or supplement or
                  post-effective amendment does not conform in all material
                  respects to the applicable requirements of the Securities Act
                  and the Trust Indenture Act and the rules and regulations of
                  the Commission thereunder or contains an untrue statement of a
                  material fact or omits to state any material fact required to
                  be stated therein or necessary to make the statements therein
                  not misleading in light of the circumstances then existing;

                           (ix)     use all commercially reasonable efforts to
                  obtain the withdrawal of any order suspending the
                  effectiveness of such registration statement or any
                  post-effective amendment thereto at the earliest practicable
                  date;

                           (x)      if requested by any managing underwriter or
                  underwriters, any placement or sales agent or any Electing
                  Holder, promptly incorporate in a prospectus supplement or
                  post-effective amendment such information as is required by
                  the applicable

                                       11

<PAGE>

                  rules and regulations of the Commission and as such managing
                  underwriter or underwriters, such agent or such Electing
                  Holder specifies should be included therein relating to the
                  terms of the sale of such Transfer Restricted Securities,
                  including information with respect to the principal amount of
                  Transfer Restricted Securities being sold by such Electing
                  Holder or agent or to any underwriters, the name and
                  description of such Electing Holder, agent or underwriter, the
                  offering price of such Transfer Restricted Securities and any
                  discount, commission or other compensation payable in respect
                  thereof, the purchase price being paid therefor by such
                  underwriters and with respect to any other terms of the
                  offering of the Transfer Restricted Securities to be sold by
                  such Electing Holder or agent or to such underwriters; and
                  make all required filings of such prospectus supplement or
                  post-effective amendment promptly after notification of the
                  matters to be incorporated in such prospectus supplement or
                  post-effective amendment;

                           (xi)     promptly furnish to each Electing Holder,
                  each placement or sales agent, if any, therefor, each
                  underwriter, if any, thereof and the respective counsel
                  referred to in Section 3(d)(vi) an executed copy (or, in the
                  case of an Electing Holder, a conformed copy) of such Shelf
                  Registration Statement, each such amendment and supplement
                  thereto (in each case including all exhibits thereto (in the
                  case of an Electing Holder of Transfer Restricted Securities,
                  upon request) and documents incorporated by reference therein)
                  and such number of copies of such Shelf Registration Statement
                  (excluding exhibits thereto and documents incorporated by
                  reference therein unless specifically so requested by such
                  Electing Holder, agent or underwriter, as the case may be) and
                  of the prospectus included in such Shelf Registration
                  Statement (including each preliminary prospectus and any
                  summary prospectus), in conformity in all material respects
                  with the applicable requirements of the Securities Act and the
                  Trust Indenture Act and the rules and regulations of the
                  Commission thereunder, and such other documents, as such
                  Electing Holder, agent, if any, and underwriter, if any, may
                  reasonably request in order to facilitate the offering and
                  disposition of the Transfer Restricted Securities owned by
                  such Electing Holder, offered or sold by such agent or
                  underwritten by such underwriter and to permit such Electing
                  Holder, agent and underwriter to satisfy the prospectus
                  delivery requirements of the Securities Act; and the Company
                  hereby consents to the use of such prospectus (including such
                  preliminary and summary prospectus) and any amendment or
                  supplement thereto by each such Electing Holder and by any
                  such agent and underwriter, in each case in the form most
                  recently provided to such person by the Company, in connection
                  with the offering and sale of the Transfer Restricted
                  Securities covered by the prospectus (including such
                  preliminary and summary prospectus) or any supplement or
                  amendment thereto;

                           (xii)    use all commercially reasonable efforts
                  promptly to (A) register or qualify the Transfer Restricted
                  Securities to be included in such Shelf Registration Statement
                  under such securities laws or blue sky laws of such
                  jurisdictions as any Electing Holder and each placement or
                  sales agent, if any, therefor and underwriter, if any, thereof
                  shall reasonably request, (B) keep such registrations or
                  qualifications in effect and comply with such laws so as to
                  permit the continuance of offers, sales and dealings therein
                  in such jurisdictions during the period the Shelf Registration
                  is required to remain effective under Section 2(b) above and
                  for so long as may be necessary to enable any such Electing
                  Holder, agent or underwriter to complete its

                                       12

<PAGE>

                  distribution of Securities pursuant to such Shelf Registration
                  Statement, but not beyond the period the Shelf Registration
                  Statement is required to remain effective under Section 2(b)
                  above, and (C) take any and all other actions as may be
                  reasonably necessary or advisable to enable each such Electing
                  Holder, agent, if any, and underwriter, if any, to consummate
                  the disposition in such jurisdictions of such Transfer
                  Restricted Securities; provided, however, that neither the
                  Company nor the Guarantors shall be required for any such
                  purpose to (1) qualify as a foreign corporation in any
                  jurisdiction wherein it would not otherwise be required to
                  qualify but for the requirements of this Section 3(d)(xii),
                  (2) consent to general service of process in any such
                  jurisdiction, or (3) make any changes to its certificate of
                  incorporation or by-laws or any agreement between it and its
                  stockholders;

                           (xiii)   use all commercially reasonable efforts to
                  obtain the consent or approval of each governmental agency or
                  authority, whether federal, state or local, which may be
                  required to effect the Shelf Registration or the offering or
                  sale in connection therewith or to enable the selling holder
                  or holders to offer, or to consummate the disposition of,
                  their Transfer Restricted Securities;

                           (xiv)    unless any Transfer Restricted Securities
                  shall be in book-entry only form, cooperate with the Electing
                  Holders and the managing underwriters, if any, to facilitate
                  the timely preparation and delivery of certificates
                  representing Transfer Restricted Securities to be sold, which
                  certificates, if so required by any securities exchange upon
                  which any Transfer Restricted Securities are listed, shall be
                  penned, lithographed or engraved, or produced by any
                  combination of such methods, on steel engraved borders, and
                  which certificates shall not bear any restrictive legends;
                  and, in the case of an underwritten offering, enable such
                  Transfer Restricted Securities to be in such denominations and
                  registered in such names as the managing underwriters may
                  request at least two business days prior to any sale of the
                  Transfer Restricted Securities;

                           (xv)     provide a CUSIP number for all Transfer
                  Restricted Securities, not later than the applicable Effective
                  Time;

                           (xvi)    enter into one or more underwriting
                  agreements, engagement letters, agency agreements, "best
                  efforts" underwriting agreements or similar agreements, as
                  appropriate, including customary provisions relating to
                  indemnification and contribution, and take such other actions
                  in connection therewith as any Electing Holders aggregating at
                  least 20% in aggregate principal amount of the Transfer
                  Restricted Securities at the time outstanding shall request in
                  order to expedite or facilitate the disposition of such
                  Transfer Restricted Securities;

                           (xvii)   whether or not an agreement of the type
                  referred to in Section 3(d)(xvi) hereof is entered into and
                  whether or not any portion of the offering contemplated by the
                  Shelf Registration is an underwritten offering or is made
                  through a placement or sales agent or any other entity, (A)
                  make such representations and warranties to the Electing
                  Holders and the placement or sales agent, if any, therefor and
                  the underwriters, if any, thereof in form, substance and scope
                  as are customarily made in connection with an offering of debt
                  securities pursuant to any appropriate agreement or to a
                  registration statement filed on the form applicable to the
                  Shelf Registration;

                                       13

<PAGE>

                  (B) obtain an opinion of counsel to the Company in customary
                  form and covering such matters, of the type customarily
                  covered by such an opinion, as the managing underwriters, if
                  any, or as any Electing Holders of at least 20% in aggregate
                  principal amount of the Transfer Restricted Securities at the
                  time outstanding may reasonably request, addressed to such
                  Electing Holder or Electing Holders and the placement or sales
                  agent, if any, therefor and the underwriters, if any, thereof
                  and dated the effective date of such Shelf Registration
                  Statement (and if such Shelf Registration Statement
                  contemplates an underwritten offering of a part or all of the
                  Transfer Restricted Securities, dated the date of the closing
                  under the underwriting agreement relating thereto) (it being
                  agreed that the matters to be covered by such opinion shall
                  include the valid existence and good standing of the Company
                  and its subsidiaries; the qualification of the Company and its
                  subsidiaries to transact business as foreign corporations; the
                  due authorization, execution and delivery of the relevant
                  agreement of the type referred to in Section 3(d)(xvi) hereof;
                  the due authorization, execution, authentication and issuance,
                  and the validity and enforceability, of the Securities; the
                  absence of material legal or governmental proceedings
                  involving the Company; the absence of a breach by the Company
                  or any of its subsidiaries of, or a default under, specified
                  material agreements binding upon the Company or any subsidiary
                  of the Company; the absence of specified governmental
                  approvals required to be obtained in connection with the Shelf
                  Registration, the offering and sale of the Transfer Restricted
                  Securities, this Exchange and Registration Rights Agreement or
                  any agreement of the type referred to in Section 3(d)(xvi)
                  hereof, except such approvals as may be required under state
                  securities or blue sky laws; the material compliance as to
                  form 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 and the rules and regulations of the Commission
                  thereunder, respectively; and, as of the date of the opinion
                  and 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 the documents incorporated by reference therein (in
                  each case other than the financial statements and other
                  financial information contained therein) of an untrue
                  statement of a material fact or the omission to state therein
                  a material fact necessary to make the statements therein not
                  misleading (in the case of such documents, in the light of the
                  circumstances existing at the time that such documents were
                  filed with the Commission under the Exchange Act)); (C) obtain
                  a "cold comfort" letter or letters from the independent
                  certified public accountants of the Company addressed to the
                  selling Electing Holders, the placement or sales agent, if
                  any, therefor or the underwriters, if any, thereof, dated (i)
                  the effective date of such Shelf Registration Statement and
                  (ii) the effective date of any prospectus supplement to the
                  prospectus included in such Shelf Registration Statement or
                  post-effective amendment to such Shelf Registration Statement
                  which includes unaudited or audited financial statements as of
                  a date or for a period subsequent to that of the latest such
                  statements included in such prospectus (and, if such Shelf
                  Registration Statement contemplates an underwritten offering
                  pursuant to any prospectus supplement to the prospectus
                  included in such Shelf Registration Statement or
                  post-effective amendment to such Shelf Registration Statement
                  which includes unaudited or audited financial statements as of
                  a date or for a period subsequent to that of the latest such
                  statements included in such

                                       14

<PAGE>

                  prospectus, dated the date of the closing under the
                  underwriting agreement relating thereto), such letter or
                  letters to be in customary form and covering such matters of
                  the type customarily covered by letters of such type; (D)
                  deliver such documents and certificates, including officers'
                  certificates, as may be reasonably requested by any Electing
                  Holders of at least 20% in aggregate principal amount of the
                  Transfer Restricted Securities at the time outstanding or the
                  placement or sales agent, if any, therefor and the managing
                  underwriters, if any, thereof to evidence the accuracy of the
                  representations and warranties made pursuant to clause (A)
                  above or those contained in Section 5(a) hereof and the
                  compliance with or satisfaction of any agreements or
                  conditions contained in the underwriting agreement or other
                  agreement entered into by the Company or the Guarantors; and
                  (E) undertake such obligations relating to expense
                  reimbursement, indemnification and contribution as are
                  provided in Section 6 hereof;

                           (xviii)  notify in writing each holder of Transfer
                  Restricted Securities of any proposal by the Company to amend
                  or waive any provision of this Exchange and Registration
                  Rights Agreement pursuant to Section 9(h) hereof and of any
                  amendment or waiver effected pursuant thereto, each of which
                  notices shall contain the text of the amendment or waiver
                  proposed or effected, as the case may be;

                           (xix)    in the event that any broker-dealer
                  registered under the Exchange Act shall underwrite any
                  Transfer Restricted 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
                  "Conduct Rules) of the National Association of Securities
                  Dealers, Inc. ("NASD") or any successor thereto, as amended
                  from time to time) thereof, whether as a holder of such
                  Transfer Restricted Securities or as an underwriter, a
                  placement or sales agent or a broker or dealer in respect
                  thereof, or otherwise, assist such broker-dealer in complying
                  with the requirements of such Conduct Rules, including by (A)
                  if such Conduct Rules shall so require, engaging a "qualified
                  independent underwriter" (as defined in such Conduct Rules) to
                  participate in the preparation of the Shelf Registration
                  Statement relating to such Transfer Restricted Securities, to
                  exercise usual standards of due diligence in respect thereto
                  and, if any portion of the offering contemplated by such Shelf
                  Registration Statement is an underwritten offering or is made
                  through a placement or sales agent, to recommend the yield of
                  such Transfer Restricted Securities, (B) indemnifying any such
                  qualified independent underwriter to the extent of the
                  indemnification of underwriters provided in Section 6 hereof
                  (or to such other customary extent as may be requested by such
                  underwriter), and (C) providing such information to such
                  broker-dealer as may be required in order for such
                  broker-dealer to comply with the requirements of the Conduct
                  Rules; and

                           (xx)     comply with all applicable rules and
                  regulations of the Commission, and make generally available to
                  its securityholders as soon as practicable but in any event
                  not later than eighteen months after the effective date of
                  such Shelf Registration Statement, an earnings statement of
                  the Company and its subsidiaries complying with Section 11(a)
                  of the Securities Act (including, at the option of the
                  Company, Rule 158 thereunder).

                                       15

<PAGE>

                  (e) In the event that the Company would be required, pursuant
         to Section 3(d)(viii)(F) above, to notify the Electing Holders, the
         placement or sales agent, if any, therefor and the managing
         underwriters, if any, thereof, the Company shall without delay prepare
         and furnish to each of the Electing Holders, to each placement or sales
         agent, if any, and to each such underwriter, if any, a reasonable
         number of copies of a prospectus supplemented or amended so that, as
         thereafter delivered to purchasers of Transfer Restricted Securities,
         such prospectus shall conform in all material respects to the
         applicable requirements of the Securities Act and the Trust Indenture
         Act and the rules and regulations of the Commission thereunder and
         shall not 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 in light of the
         circumstances then existing. Each Electing Holder agrees that upon
         receipt of any notice from the Company pursuant to Section
         3(d)(viii)(F) hereof, such Electing Holder shall forthwith discontinue
         the disposition of Transfer Restricted Securities pursuant to the Shelf
         Registration Statement applicable to such Transfer Restricted
         Securities until such Electing Holder shall have received copies of
         such amended or supplemented prospectus, and if so directed by the
         Company, such Electing Holder shall deliver to the Company (at the
         Company's expense) all copies, other than permanent file copies, then
         in such Electing Holder's possession of the prospectus covering such
         Transfer Restricted Securities at the time of receipt of such notice.

                  (f) In the event of a Shelf Registration, in addition to the
         information required to be provided by each Electing Holder in its
         Notice Questionnaire, the Company may require such Electing Holder to
         furnish to the Company such additional information regarding such
         Electing Holder and such Electing Holder's intended method of
         distribution of Transfer Restricted Securities as may be required in
         order to comply with the Securities Act. Each such Electing Holder
         agrees to notify the Company as promptly as practicable of any
         inaccuracy or change in information previously furnished by such
         Electing Holder to the Company or of the occurrence of any event in
         either case as a result of which any prospectus relating to such Shelf
         Registration contains or would contain an untrue statement of a
         material fact regarding such Electing Holder or such Electing Holder's
         intended method of disposition of such Transfer Restricted Securities
         or omits to state any material fact regarding such Electing Holder or
         such Electing Holder's intended method of disposition of such Transfer
         Restricted Securities required to be stated therein or necessary to
         make the statements therein not misleading in light of the
         circumstances then existing, and promptly to furnish to the Company any
         additional information required to correct and update any previously
         furnished information or required so that such prospectus shall not
         contain, with respect to such Electing Holder or the disposition of
         such Transfer Restricted Securities, 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 in light of the
         circumstances then existing.

                  (g) Until the expiration of two years after the Closing Date,
         the Company will not, and will not permit any of its "affiliates" (as
         defined in Rule 144) to, resell any of the Securities that have been
         reacquired by any of them except pursuant to an effective registration
         statement under the Securities Act.

                  4. Registration Expenses.

                                       16

<PAGE>

           The Company agrees to bear and to pay or cause to be paid promptly
all expenses incident to the Company's performance of or compliance with this
Exchange and Registration Rights Agreement, including (a) all Commission and any
NASD registration, filing and review fees and expenses including fees and
disbursements of counsel for the placement or sales agent or underwriters in
connection with such registration, filing and review, (b) all fees and expenses
in connection with the qualification of the Securities for offering and sale
under the State securities and blue sky laws referred to in Section 3(d)(xii)
hereof and determination of their eligibility for investment under the laws of
such jurisdictions as any managing underwriters or the Electing Holders may
designate, including any fees and disbursements of counsel for the Electing
Holders or underwriters in connection with such qualification and determination,
(c) all expenses relating to the preparation, printing, production, distribution
and reproduction of each registration statement required to be filed hereunder,
each prospectus included therein or prepared for distribution pursuant hereto,
each amendment or supplement to the foregoing, the expenses of preparing the
Securities for delivery and the expenses of printing or producing any
underwriting agreements, agreements among underwriters, selling agreements and
blue sky or legal investment memoranda and all other documents in connection
with the offering, sale or delivery of Securities to be disposed of (including
certificates representing the Securities), (d) messenger, telephone and delivery
expenses relating to the offering, sale or delivery of Securities and the
preparation of documents referred in clause (c) above, (e) fees and expenses of
the Trustee under the Indenture, any agent of the Trustee and any counsel for
the Trustee and of any collateral agent or custodian, (f) internal expenses
(including all salaries and expenses of the Company's officers and employees
performing legal or accounting duties), (g) fees, disbursements and expenses of
counsel and independent certified public accountants of the Company (including
the expenses of any opinions or "cold comfort" letters required by or incident
to such performance and compliance), (h) the reasonable fees, disbursements and
expenses of any "qualified independent underwriter" engaged pursuant to Section
3(d)(xix) hereof, (i) the reasonable fees, disbursements and expenses of one
counsel for the Electing Holders retained in connection with a Shelf
Registration, as selected by the Electing Holders of at least a majority in
aggregate principal amount of the Transfer Restricted Securities held by
Electing Holders (which counsel shall be reasonably satisfactory to the
Company), (j) any fees charged by securities rating services for rating the
Securities, and (k) fees, expenses and disbursements of any other persons,
including special experts, retained by the Company in connection with such
registration (collectively, the "Registration Expenses"). To the extent that any
Registration Expenses are incurred, assumed or paid by any holder of Transfer
Restricted Securities or any placement or sales agent therefor or underwriter
thereof, the Company shall reimburse such person for the full amount of the
Registration Expenses so incurred, assumed or paid promptly after receipt of a
request therefor. Notwithstanding the foregoing, the holders of the Transfer
Restricted Securities being registered shall pay all agency fees and commissions
and underwriting discounts and commissions attributable to the sale of such
Transfer Restricted Securities and the fees and disbursements of any counsel or
other advisors or experts retained by such holders (severally or jointly), other
than the counsel and experts specifically referred to above.

         5. Representations and Warranties.

           Each of the Company and the Guarantors, jointly and severally,
represents and warrants to, and agrees with, each Purchaser and each of the
holders from time to time of Transfer Restricted Securities that:

                                       17

<PAGE>

                  (a) Each registration statement covering Transfer Restricted
         Securities and each prospectus (including any preliminary or summary
         prospectus) contained therein or furnished pursuant to Section 3(d) or
         Section 3(c) hereof and any further amendments or supplements to any
         such registration statement or prospectus, when it becomes effective or
         is filed with the Commission, as the case may be, and, in the case of
         an underwritten offering of Transfer Restricted Securities, at the time
         of the closing under the underwriting agreement relating thereto, will
         conform in all material respects to the requirements of the Securities
         Act and the Trust Indenture Act and the rules and regulations of the
         Commission thereunder and will not 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
         at all times subsequent to the Effective Time when a prospectus would
         be required to be delivered under the Securities Act, other than (i)
         during any Suspension Period, or (ii) from (A) such time as a notice
         has been given to holders of Transfer Restricted Securities pursuant to
         Section 3(d)(viii)(F) or Section 3(c)(iii)(F) hereof until (B) such
         time as the Company furnishes an amended or supplemented prospectus
         pursuant to Section 3(e) or Section 3(c)(iv) hereof, each such
         registration statement, and each prospectus (including any summary
         prospectus) contained therein or furnished pursuant to Section 3(d) or
         Section 3(c) hereof, as then amended or supplemented, will conform in
         all material respects to the requirements of the Securities Act and the
         Trust Indenture Act and the rules and regulations of the Commission
         thereunder and will not 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 in the light of
         the circumstances then existing; provided, however, that this
         representation and warranty shall not apply to any statements or
         omissions made in reliance upon and in conformity with information
         furnished in writing to the Company by a holder of Transfer Restricted
         Securities or any placement or sales agent or underwriter expressly for
         use therein.

                  (b) Any documents incorporated by reference in any prospectus
         referred to in Section 5(a) hereof, when they become or became
         effective or are or were filed with the Commission, as the case may be,
         will conform or conformed in all material respects to the requirements
         of the Securities Act or the Exchange Act, as applicable, and none of
         such documents will contain or contained an untrue statement of a
         material fact or will omit or omitted to state a material fact required
         to be stated therein or necessary to make the statements therein not
         misleading; provided, however, that this representation and warranty
         shall not apply to any statements or omissions made in reliance upon
         and in conformity with information furnished in writing to the Company
         by a holder of Transfer Restricted Securities or any placement or sales
         agent or underwriter expressly for use therein.

                  (c) The compliance by the Company with all of the provisions
         of this Exchange and Registration Rights Agreement and the consummation
         of the transactions herein contemplated (i) will not conflict with or
         result in a breach of any of the terms or provisions of, or constitute
         a default under, any indenture, mortgage, deed of trust, loan agreement
         or other agreement or instrument to which the Company or any subsidiary
         of the Company is a party or by which the Company or any subsidiary of
         the Company is bound or to which any of the property or assets of the
         Company or any subsidiary of the Company is subject, (ii) will not
         result in any violation of the provisions of the certificate of
         incorporation, as amended, or the by-laws of the Company or the
         Guarantors, (iii) will not result in any violation of any statute or
         any order, rule or regulation of any court or governmental agency or
         body having jurisdiction over the Company or any subsidiary of the
         Company or any of

                                       18

<PAGE>

         their properties, and (iv) does not require any consent, approval,
         authorization, order, registration or qualification of or with any such
         court or governmental agency or body for the consummation by the
         Company and the Guarantors of the transactions contemplated by this
         Exchange and Registration Rights Agreement, except the registration
         under the Securities Act of the Securities, qualification of the
         Indenture under the Trust Indenture Act and such consents, approvals,
         authorizations, registrations or qualifications as may be required
         under State securities or blue sky laws in connection with the offering
         and distribution of the Securities, except in the case of clauses (i),
         (iii) and (iv), for such conflicts, breaches, defaults or violations,
         or the absence of such consents, approvals, authorizations, orders,
         registrations or qualifications, that would not reasonably be expected
         to, individually or in the aggregate, have a material adverse effect on
         the Company and its subsidiaries, taken as a whole.

                  (d) This Exchange and Registration Rights Agreement has been
         duly authorized, executed and delivered by the Company.

                  6. Indemnification.

                  (a) Indemnification by the Company and the Guarantors. Each of
         the Company and the Guarantors, jointly and severally, will indemnify
         and hold harmless each of the holders of Transfer Restricted Securities
         included in an Exchange Offer Registration Statement, each of the
         Electing Holders of Transfer Restricted Securities included in a Shelf
         Registration Statement and each person who participates as a placement
         or sales agent or as an underwriter in any offering or sale of such
         Transfer Restricted Securities against any losses, claims, damages or
         liabilities, joint or several, to which such holder, agent or
         underwriter may become subject under the Securities Act or otherwise,
         insofar as such losses, claims, damages or liabilities (or actions in
         respect thereof) arise out of or are based upon an untrue statement or
         alleged untrue statement of a material fact contained in any Exchange
         Offer Registration Statement or Shelf Registration Statement, as the
         case may be, under which such Transfer Restricted Securities were
         registered under the Securities Act, or any preliminary, final or
         summary prospectus contained therein or furnished by the Company to any
         such holder, Electing Holder, agent or underwriter, or any amendment or
         supplement thereto, 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
         will reimburse such holder, such Electing Holder, such agent and such
         underwriter for any legal or other expenses reasonably incurred by them
         in connection with investigating or defending any such action or claim
         as such expenses are incurred; provided, however, that neither the
         Company nor the Guarantors shall be liable to any such person in any
         such case to the extent that any such loss, claim, damage or liability
         arises out of or is based upon an untrue statement or alleged untrue
         statement or omission or alleged omission made in such registration
         statement, or preliminary, final or summary prospectus, or amendment or
         supplement thereto, in reliance upon and in conformity with written
         information furnished to the Company by such person expressly for use
         therein.

                  (b) Indemnification by the Holders and any Agents and
         Underwriters. The Company may require, as a condition to including any
         Transfer Restricted Securities in any registration statement filed
         pursuant to Section 2(b) hereof and to entering into any underwriting
         agreement with respect thereto, that the Company shall have received an
         undertaking reasonably satisfactory to it from the Electing Holder of
         such Transfer Restricted Securities

                                       19

<PAGE>

         and from each underwriter named in any such underwriting agreement,
         severally and not jointly, to (i) indemnify and hold harmless the
         Company, the Guarantors, and all other holders of Transfer Restricted
         Securities, against any losses, claims, damages or liabilities to which
         the Company, the Guarantors or such other holders of Transfer
         Restricted Securities may become subject, under the Securities Act or
         otherwise, insofar as such losses, claims, damages or liabilities (or
         actions in respect thereof) arise out of or are based upon an untrue
         statement or alleged untrue statement of a material fact contained in
         such registration statement, or any preliminary, final or summary
         prospectus contained therein or furnished by the Company to any such
         Electing Holder, agent or underwriter, or any amendment or supplement
         thereto, 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, in each
         case to the extent, but only to the extent, that such untrue statement
         or alleged untrue statement or omission or alleged omission was made in
         reliance upon and in conformity with written information furnished to
         the Company by such Electing Holder or underwriter expressly for use
         therein, and (ii) reimburse the Company and the Guarantors for any
         legal or other expenses reasonably incurred by the Company and the
         Guarantors in connection with investigating or defending any such
         action or claim as such expenses are incurred; provided, however, that
         no such Electing Holder shall be required to undertake liability to any
         person under this Section 6(b) for any amounts in excess of the dollar
         amount of the proceeds to be received by such Electing Holder from the
         sale of such Electing Holder's Transfer Restricted Securities pursuant
         to such registration.

                  (c) Notices of Claims, Etc. Promptly after receipt by an
         indemnified party under subsection (a) or (b) above of written notice
         of the commencement of any action, such indemnified party shall, if a
         claim in respect thereof is to be made against an indemnifying party
         pursuant to the indemnification provisions of or contemplated by this
         Section 6, notify such indemnifying party in writing of the
         commencement of such action; but the omission so to notify the
         indemnifying party shall not relieve it from any liability which it may
         have to any indemnified party otherwise than under the indemnification
         provisions of or contemplated by Section 6(a) or 6(b) hereof. In case
         any such action shall be brought against any indemnified party and it
         shall notify an indemnifying party of the commencement thereof, such
         indemnifying party shall be entitled to participate therein and, to the
         extent that it shall 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, such indemnifying party shall not be liable to such
         indemnified party for any legal expenses of other counsel or any other
         expenses, in each case subsequently incurred by such indemnified party,
         in connection with the defense thereof other than reasonable costs of
         investigation. No indemnifying party shall, without the written consent
         of the indemnified party, effect the settlement or compromise of, or
         consent to the entry of any judgment with respect to, any pending or
         threatened action or claim in respect of which indemnification or
         contribution may be sought hereunder (whether or not the indemnified
         party is an actual or potential party to such action or claim) unless
         such settlement, compromise or judgment (i) includes an unconditional
         release of the indemnified party from all liability arising out of such
         action or claim and (ii) does not include a statement

                                       20

<PAGE>

         as to or an admission of fault, culpability or a failure to act by or
         on behalf of any indemnified party.

                  (d) Contribution. If for any reason the indemnification
         provisions contemplated by Section 6(a) or Section 6(b) are unavailable
         to or insufficient to hold harmless an indemnified party in respect of
         any losses, claims, damages or liabilities (or actions in respect
         thereof) referred to therein, then each indemnifying party shall
         contribute to the amount paid or payable by such indemnified party as a
         result of such losses, claims, damages or liabilities (or actions in
         respect thereof) in such proportion as is appropriate to reflect the
         relative fault of the indemnifying party and the indemnified party in
         connection with the statements or omissions which 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 such indemnifying party and indemnified party shall be
         determined by reference to, among other things, whether the untrue or
         alleged untrue statement of a material fact or omission or alleged
         omission to state a material fact relates to information supplied by
         such indemnifying party or by such indemnified party, and the parties'
         relative intent, knowledge, access to information and opportunity to
         correct or prevent such statement or omission. The parties hereto agree
         that it would not be just and equitable if contributions pursuant to
         this Section 6(d) were determined by pro rata allocation (even if the
         holders or any agents or underwriters or all of them 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
         this Section 6(d). The amount paid or payable by an indemnified party
         as a result of the losses, claims, damages, or liabilities (or actions
         in respect thereof) referred to above shall be deemed to include any
         legal or other fees or expenses reasonably incurred by such indemnified
         party in connection with investigating or defending any such action or
         claim. Notwithstanding the provisions of this Section 6(d), no holder
         shall be required to contribute any amount in excess of the amount by
         which the dollar amount of the proceeds received by such holder from
         the sale of any Transfer Restricted Securities (after deducting any
         fees, discounts and commissions applicable thereto) exceeds 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, and no underwriter shall be required to contribute
         any amount in excess of the amount by which the total price at which
         the Transfer Restricted Securities underwritten by it and distributed
         to the public were offered to the public exceeds the amount of any
         damages which such underwriter 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 Securities Act) shall be
         entitled to contribution from any person who was not guilty of such
         fraudulent misrepresentation. The holders' and any underwriters', sales
         agents' and placement agents' obligations in this Section 6(d) to
         contribute shall be several in proportion to the principal amount of
         Transfer Restricted Securities registered or underwritten, as the case
         may be, by them and not joint.

                  (e) The obligations of the Company and the Guarantors under
         this Section 6 shall be in addition to any liability which the Company
         or the Guarantors may otherwise have and shall extend, upon the same
         terms and conditions, to each officer, director and partner of each
         holder, agent and underwriter and each person, if any, who controls any
         holder, agent or underwriter within the meaning of the Securities Act;
         and the obligations of the holders and any agents or underwriters
         contemplated by this Section 6 shall be in addition to any liability
         which the respective holder, agent or underwriter may otherwise have
         and shall extend,

                                       21

<PAGE>

         upon the same terms and conditions, to each officer and director of the
         Company or the Guarantors (including any person who, with his consent,
         is named in any registration statement as about to become a director of
         the Company or the Guarantors) and to each person, if any, who controls
         the Company within the meaning of the Securities Act.

                  7. Underwritten Offerings.

                  (a) Selection of Underwriters. If any of the Transfer
         Restricted Securities covered by the Shelf Registration are to be sold
         pursuant to an underwritten offering, the managing underwriter or
         underwriters thereof shall be designated by Electing Holders holding at
         least a majority in aggregate principal amount of the Transfer
         Restricted Securities to be included in such offering, provided that
         such designated managing underwriter or underwriters is or are
         reasonably acceptable to the Company.

                  (b) Participation by Holders. Each holder of Transfer
         Restricted Securities hereby agrees with each other such holder that no
         such holder may participate in any underwritten offering hereunder
         unless such holder (i) agrees to sell such holder's Transfer Restricted
         Securities on the basis 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.

                  8. Rule 144.

                      So long as any Transfer Restricted Securities remain
outstanding, the Company covenants to the holders of Transfer Restricted
Securities that to the extent it shall be required to do so under the Exchange
Act, the Company shall timely file the reports required to be filed by it under
the Exchange Act or the Securities Act (including the reports under Section 13
and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144
adopted by the Commission under the Securities Act) and the rules and
regulations adopted by the Commission thereunder, and shall take such further
action as any holder of Transfer Restricted Securities may reasonably request,
all to the extent required from time to time to enable such holder to sell
Transfer Restricted Securities without registration under the Securities Act
within the limitations of the exemption provided by Rule 144 under the
Securities Act, as such Rule may be amended from time to time, or any similar or
successor rule or regulation hereafter adopted by the Commission. Upon the
request of any holder of Transfer Restricted Securities in connection with that
holder's sale pursuant to Rule 144, the Company shall deliver to such holder a
written statement as to whether it has complied with such requirements.

                  9. Miscellaneous.

                  (c) No Inconsistent Agreements. The Company represents,
         warrants, covenants and agrees that it has not granted, and shall not
         grant, registration rights with respect to Transfer Restricted
         Securities or any other securities which would be inconsistent with the
         terms contained in this Exchange and Registration Rights Agreement.

                  (d) Specific Performance. The parties hereto acknowledge that
         there would be no adequate remedy at law if the Company fails to
         perform any of its obligations hereunder and that the Purchasers and
         the holders from time to time of the Transfer Restricted Securities

                                       22

<PAGE>

         may be irreparably harmed by any such failure, and accordingly agree
         that the Purchasers and such holders, in addition to any other remedy
         to which they may be entitled at law or in equity, shall be entitled to
         compel specific performance of the obligations of the Company under
         this Exchange and Registration Rights Agreement in accordance with the
         terms and conditions of this Exchange and Registration Rights
         Agreement, in any court of the United States or any State thereof
         having jurisdiction.

                  (e) Notices. All notices, requests, claims, demands, waivers
         and other communications hereunder shall be in writing and shall be
         deemed to have been duly given when delivered by hand, if delivered
         personally or by courier, or three days after being deposited in the
         mail (registered or certified mail, postage prepaid, return receipt
         requested) as follows: If to the Company, to it at 3250 Interstate
         Drive, Richfield, Ohio 44286, Attention: Secretary, and if to a holder,
         to the address of such holder set forth in the security register or
         other records of the Company, or to such other address as the Company
         or any such holder may have furnished to the other in writing in
         accordance herewith, except that notices of change of address shall be
         effective only upon receipt.

                  (f) Parties in Interest. All the terms and provisions of this
         Exchange and Registration Rights Agreement shall be binding upon, shall
         inure to the benefit of and shall be enforceable by the parties hereto
         and the holders from time to time of the Transfer Restricted Securities
         and the respective successors and assigns of the parties hereto and
         such holders. In the event that any transferee of any holder of
         Transfer Restricted Securities shall acquire Transfer Restricted
         Securities, in any manner, whether by gift, bequest, purchase,
         operation of law or otherwise, such transferee shall, without any
         further writing or action of any kind, be deemed a beneficiary hereof
         for all purposes and such Transfer Restricted Securities shall be held
         subject to all of the terms of this Exchange and Registration Rights
         Agreement, and by taking and holding such Transfer Restricted
         Securities such transferee shall be entitled to receive the benefits
         of, and be conclusively deemed to have agreed to be bound by all of the
         applicable terms and provisions of this Exchange and Registration
         Rights Agreement. If the Company shall so request, any such successor,
         assign or transferee shall agree in writing to acquire and hold the
         Transfer Restricted Securities subject to all of the applicable terms
         hereof.

                  (g) Survival. The respective indemnities, agreements,
         representations, warranties and each other provision set forth in this
         Exchange and Registration Rights Agreement or made pursuant hereto
         shall remain in full force and effect regardless of any investigation
         (or statement as to the results thereof) made by or on behalf of any
         holder of Transfer Restricted Securities, any director, officer or
         partner of such holder, any agent or underwriter or any director,
         officer or partner thereof, or any controlling person of any of the
         foregoing, and shall survive delivery of and payment for the Transfer
         Restricted Securities pursuant to the Purchase Agreement and the
         transfer and registration of Transfer Restricted Securities by such
         holder and the consummation of an Exchange Offer.

                  (h) GOVERNING LAW. THIS EXCHANGE AND REGISTRATION RIGHTS
         AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
         LAWS OF THE STATE OF NEW YORK.

                  (i) Headings. The descriptive headings of the several Sections
         and paragraphs of this Exchange and Registration Rights Agreement are
         inserted for convenience only, do not

                                       23

<PAGE>

         constitute a part of this Exchange and Registration Rights Agreement
         and shall not affect in any way the meaning or interpretation of this
         Exchange and Registration Rights Agreement.

                  (j) Entire Agreement; Amendments. This Exchange and
         Registration Rights Agreement and the other writings referred to herein
         (including the Indenture and the form of Securities) or delivered
         pursuant hereto which form a part hereof contain the entire
         understanding of the parties with respect to its subject matter. This
         Exchange and Registration Rights Agreement supersedes all prior
         agreements and understandings between the parties with respect to its
         subject matter. This Exchange and Registration Rights Agreement may be
         amended and the observance of any term of this Exchange and
         Registration Rights Agreement may be waived (either generally or in a
         particular instance and either retroactively or prospectively) only by
         a written instrument duly executed by the Company and the holders of at
         least a majority in aggregate principal amount of the Transfer
         Restricted Securities at the time outstanding. Each holder of any
         Transfer Restricted Securities at the time or thereafter outstanding
         shall be bound by any amendment or waiver effected pursuant to this
         Section 9(h), whether or not any notice, writing or marking indicating
         such amendment or waiver appears on such Transfer Restricted Securities
         or is delivered to such holder.

                  (k) Inspection. For so long as this Exchange and Registration
         Rights Agreement shall be in effect, this Exchange and Registration
         Rights Agreement and a complete list of the names and addresses of all
         the holders of Transfer Restricted Securities shall be made available
         for inspection and copying on any business day by any holder of
         Transfer Restricted Securities for proper purposes only (which shall
         include any purpose related to the rights of the holders of Transfer
         Restricted Securities under the Securities, the Indenture and this
         Agreement) at the offices of the Company at the address thereof set
         forth in Section 9(c) above and at the office of the Trustee under the
         Indenture.

                  (l) Counterparts. This agreement may be executed by the
         parties in counterparts, each of which shall be deemed to be an
         original, but all such respective counterparts shall together
         constitute one and the same instrument.

                  [Remainder of page intentionally left blank]

                                       24

<PAGE>

           If the foregoing is in accordance with your understanding, please
sign and return to us six (6) counterparts hereof, and upon the acceptance
hereof by you, on behalf of each of the Purchasers, this letter and such
acceptance hereof shall constitute a binding agreement between each of the
Purchasers, the Guarantors and the Company. It is understood that your
acceptance of this letter on behalf of each of the Purchasers is pursuant to the
authority set forth in a form of Agreement among Purchasers, the form of which
shall be submitted to the Company for examination upon request, but without
warranty on your part as to the authority of the signers thereof.

                         Very truly yours,

                         INTERNATIONAL STEEL GROUP INC.

                         By:  /s/ Lonnie A. Arnett
                              --------------------------------------------------
                              Name:  Lonnie A. Arnett
                              Title: Vice President, Chief
                                     Accounting Officer and Controller

                         ISG ACQUISITION INC.
                         ISG CLEVELAND INC.
                         ISG CLEVELAND WEST INC.
                         ISG CLEVELAND WEST PROPERTIES INC.
                         ISG CLEVELAND WORKS RAILWAY COMPANY
                         ISG HENNEPIN INC.
                         ISG INDIANA HARBOR INC.
                         ISG RIVERDALE INC.
                         ISG SOUTH CHICAGO & INDIANA HARBOR RAILWAY COMPANY
                         ISG WARREN INC.
                         ISG/EGL HOLDING COMPANY
                         ISG BURNS HARBOR LLC (FKA ISG BURNS HARBOR INC.)
                         ISG LACKAWANNA LLC (FKA ISG LACKAWANNA INC.)
                         ISG PIEDMONT LLC (FKA PIEDMONT INC.)
                         ISG PLATE LLC (FKA ISG PLATE INC.)
                         ISG RAILWAYS INC
                         ISG REAL ESTATE INC.
                         ISG SALES INC.
                         ISG SPARROWS POINT LLC (FKA ISG SPARROWS POINT INC.)
                         ISG STEELTON LLC (FKA ISG STEELTON INC.)
                         ISG STEELTON SERVICES LLC
                         ISG VENTURE INC.
                         ISG TECHNOLOGIES INC.

                                       25

<PAGE>

                         ISG HIBBING INC.
                         HIBBING TACONITE HOLDING INC.
                         ISG LACKAWANNA SERVICES LLC
                         ISG SPARROWS POINT SERVICES LLC
                         ISG PLATE SERVICES LLC
                         ISG BURNS HARBOR SERVICES LLC

                         By: /s/ Lonnie A. Arnett
                             ---------------------------------------------------
                             Name:  Lonnie A. Arnett
                             Title: Vice President and Assistant
                                     Secretary

Accepted as of the date hereof:
Goldman, Sachs & Co.
UBS Securities LLC
Citigroup Global Markets Inc.
J.P. Morgan Securities Inc.

By: /s/ Goldman, Sachs & Co.
    ------------------------------
     (Goldman, Sachs & Co.)

                                       26

<PAGE>

                                                                       EXHIBIT A

                         INTERNATIONAL STEEL GROUP INC.

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                        DEADLINE FOR RESPONSE:  [DATE] *

The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the International Steel Group Inc. (the
"Company") 6.500% Senior Notes due 2014 (the "Securities") are held.

The Company is in the process of registering the Securities under the Securities
Act of 1933 for resale by the beneficial owners thereof. In order to have their
Securities included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling
Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by [Deadline For Response]. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact International Steel
Group Inc., International Steel Group, Inc., 3250 Interstate Drive, Richfield,
Ohio 44286, (330) 659-9100, Attention: [Investor Relations].

--------
*Not less than 15 calendar days from date of mailing.

                                      A-1

<PAGE>

                         International Steel Group Inc.

                        Notice of Registration Statement
                                       and

                      Selling Securityholder Questionnaire

                                     (Date)

Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Exchange and Registration Rights Agreement") between International Steel Group
Inc. (the "Company"), the Guarantors named therein and the Purchasers named
therein. Pursuant to the Exchange and Registration Rights Agreement, the Company
has filed with the United States Securities and Exchange Commission (the
"Commission") a registration statement on Form S-4 (the "Shelf Registration
Statement") for the registration and resale under Rule 415 of the Securities Act
of 1933, as amended (the "Securities Act"), of the Company's 6.500% Senior Notes
due 2014 (the "Securities"). A copy of the Exchange and Registration Rights
Agreement is attached hereto. All capitalized terms not otherwise defined herein
shall have the meanings ascribed thereto in the Exchange and Registration Rights
Agreement.

Each beneficial owner of Transfer Restricted Securities (as defined below) is
entitled to have the Transfer Restricted Securities beneficially owned by it
included in the Shelf Registration Statement. In order to have Transfer
Restricted Securities included in the Shelf Registration Statement, this Notice
of Registration Statement and Selling Securityholder Questionnaire ("Notice and
Questionnaire") must be completed, executed and delivered to the Company's
counsel at the address set forth herein for receipt ON OR BEFORE [Deadline for
Response]. Beneficial owners of Transfer Restricted Securities who do not
complete, execute and return this Notice and Questionnaire by such date (i) will
not be named as selling securityholders in the Shelf Registration Statement and
(ii) may not use the Prospectus forming a part thereof for resales of Transfer
Restricted Securities.

Certain legal consequences arise from being named as a selling securityholder in
the Shelf Registration Statement and related Prospectus. Accordingly, holders
and beneficial owners of Transfer Restricted Securities are advised to consult
their own securities law counsel regarding the consequences of being named or
not being named as a selling securityholder in the Shelf Registration Statement
and related Prospectus.

The term "Transfer Restricted Securities" is defined in the Exchange and
Registration Rights Agreement.

                                      A-2

<PAGE>

                                    ELECTION

The undersigned holder (the "Selling Securityholder") of Transfer Restricted
Securities hereby elects to include in the Shelf Registration Statement the
Transfer Restricted Securities beneficially owned by it and listed below in Item
(3). The undersigned, by signing and returning this Notice and Questionnaire,
agrees to be bound with respect to such Transfer Restricted Securities by the
terms and conditions of this Notice and Questionnaire and the Exchange and
Registration Rights Agreement, including, without limitation, Section 6 of the
Exchange and Registration Rights Agreement, as if the undersigned Selling
Securityholder were an original party thereto.

Upon any sale of Transfer Restricted Securities pursuant to the Shelf
Registration Statement, the Selling Securityholder will be required to deliver
to the Company and Trustee the Notice of Transfer set forth in Appendix A to the
Prospectus and as Exhibit B to the Exchange and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:

                                      A-3

<PAGE>

                                  QUESTIONNAIRE

(1)      (a)      Full Legal Name of Selling Securityholder:

         (b)      Full Legal Name of Registered Holder (if not the same as in
                  (a) above) of Transfer Restricted Securities Listed in Item
                  (3) below:

         (c)      Full Legal Name of DTC Participant (if applicable and if not
                  the same as (b) above) Through Which Transfer Restricted
                  Securities Listed in Item (3) below are Held:

(2)               Address for Notices to Selling Securityholder:

                  _______________________

                  _______________________

                  _______________________

                  Telephone:       _____________________________________________

                  Fax:             _____________________________________________

                  Contact Person:  _____________________________________________

(3)               Is the Selling Securityholder a broker-dealer?

                     Yes [ ]                        No [ ]

(4)               Is the Selling Securityholder an affiliate of a broker-dealer?

                     Yes [ ]                        No [ ]

(5)               If the Selling Securityholder is an affiliate of a
                  broker-dealer, will the Selling Securityholder certify that
                  the Transfer Restricted Securities were bought in the ordinary
                  course of business, and at the time of the purchase of the
                  Transfer Restricted Securities to be resold, no agreements or
                  understandings, directly or indirectly, with any person to
                  distribute the Transfer Restricted Securities existed?

                     Yes [ ]                        No [ ]

(6)               Beneficial Ownership of Securities:

                  Except as set forth below in this Item (3), the undersigned
                  does not beneficially own any Securities.

         (a)      Principal amount of Transfer Restricted Securities
                  beneficially owned: _____________

                  CUSIP No(s). of such Transfer Restricted Securities: _________

                                      A-4

<PAGE>

         (b)      Principal amount of Securities other than Transfer Restricted
                  Securities beneficially owned:

                  ______________________________________________________________
                  CUSIP No(s). of such other Securities: _______________________

         (c)      Principal amount of Transfer Restricted Securities which the
                  undersigned wishes to be included in the Shelf Registration
                  Statement:____________________________________________________

                  CUSIP No(s). of such Transfer Restricted Securities to be
                  included in the Shelf Registration Statement: ________________

(7)               Beneficial Ownership of Other Securities of the Company:

                  Except as set forth below in this Item (4), the undersigned
                  Selling Securityholder is not the beneficial or registered
                  owner of any other securities of the Company, other than the
                  Securities listed above in Item (3).

                  State any exceptions here:

(8)               Relationships with the Company:

                  Except as set forth below, neither the Selling Securityholder
                  nor any of its affiliates, officers, directors or principal
                  equity holders (5% or more) has held any position or office or
                  has had any other material relationship with the Company (or
                  its predecessors or affiliates) during the past three years.

                  State any exceptions here:

(9)               Plan of Distribution:

         Except as set forth below, the undersigned Selling Securityholder
intends to distribute the Transfer Restricted Securities listed above in Item
(3) only as follows (if at all): Such Transfer Restricted Securities may be sold
from time to time directly by the undersigned Selling Securityholder or,
alternatively, through underwriters, broker-dealers or agents. Such Transfer
Restricted Securities may be sold in one or more transactions at fixed prices,
at prevailing market prices at the time of sale, at varying prices determined at
the time of sale, or at negotiated prices. Such sales may be effected in
transactions (which may involve crosses or block transactions) (i) on any
national securities exchange or quotation service on which the Registered
Securities may be listed or quoted at the time of sale, (ii) in the
over-the-counter market, (iii) in transactions otherwise than on such exchanges
or services or in the over-the-counter market, or (iv) through the writing of
options. In connection with sales of the Transfer Restricted Securities or
otherwise, the Selling Securityholder may enter into hedging transactions with
broker-dealers, which may in turn engage in short sales of the Transfer
Restricted Securities in the course of hedging the positions they assume. The
Selling Securityholder may also sell Transfer Restricted Securities short and
deliver Transfer Restricted

                                      A-5

<PAGE>

Securities to close out such short positions, or loan or pledge Transfer
Restricted Securities to broker-dealers that in turn may sell such securities.

                                      A-6

<PAGE>

                                                                     EXHIBIT A-1

             State any exceptions here:

By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the
Transfer Restricted Securities listed in Item (3) above after the date on which
such information is provided to the Company, the Selling Securityholder agrees
to notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such information
will be relied upon by the Company in connection with the preparation of the
Shelf Registration Statement and related Prospectus.

In accordance with the Selling Securityholder's obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the
Selling Securityholder agrees to promptly notify the Company of any inaccuracies
or changes in the information provided herein which may occur subsequent to the
date hereof at any time while the Shelf Registration Statement remains in
effect. All notices hereunder and pursuant to the Exchange and Registration
Rights Agreement shall be made in writing, by hand-delivery, first-class mail,
or air courier guaranteeing overnight delivery as follows:

             (i) To the Company:

                                    International Steel Group Inc.
                                    3250 Interstate Drive,
                                    Richfield, Ohio 44286

             (ii) With a copy to:

                                    _______________________

                                    _______________________

                                    _______________________

                                    _______________________

                                    _______________________

                                      A-7

<PAGE>

Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company's counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Transfer Restricted Securities
beneficially owned by such Selling Securityholder and listed in Item (3) above.
This Agreement shall be governed in all respects by the laws of the State of New
York.

                  [Remainder of page intentionally left blank]

                                      A-8

<PAGE>

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated: _____________________

                  ______________________________________________________________
                  Selling Securityholder
                  (Print/type full legal name of beneficial owner of Transfer
                  Restricted Securities)

                  By: __________________________________________________________
                  Name:
                  Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:

                                    _______________________

                                    _______________________

                                    _______________________

                                    _______________________

                                    _______________________

                                      A-9

<PAGE>

                                                                       EXHIBIT B

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

The Bank of New York
International Steel Group Inc.
c/o The Bank of New York
      Corporate Trust Administration
      101 Barclay Street, Floor 8W
      New York, NY  10286

Attention: Trust Officer

           Re:       International Steel Group Inc. (the "Company")
                     6.500% Senior Notes due 2014

Dear Sirs:

Please be advised that __________________ has transferred $ ___________________
aggregate principal amount of the above-referenced Notes pursuant to an
effective Registration Statement on Form S__ (File No. 333- ____________ ) filed
by the Company.

We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Notes is named as a "Selling Holder" in the Prospectus
dated [date] or in supplements thereto, and that the aggregate principal amount
of the Notes transferred are the Notes listed in such Prospectus opposite such
owner's name.

Dated:

                                               Very truly yours,

                                                 _______________________________
                                                 (Name)

                                              By: ______________________________
                                                  (Authorized Signature)

                                      B-1