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                                                                     EXHIBIT 4.5

                          LONE STAR TECHNOLOGIES, INC.

                         9.00% SENIOR SUBORDINATED NOTES
                                    DUE 2011

                      UNCONDITIONALLY GUARANTEED AS TO THE
                         PAYMENT OF PRINCIPAL, PREMIUM,
        IF ANY, AND INTEREST BY THE GUARANTORS NAMED IN SCHEDULE I HERETO

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

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                                    May 29, 2001
Goldman, Sachs & Co.
Salomon Smith Barney Inc.
Banc of America Securities LLC
CIBC World Markets Corp.
Dresdner Kleinwort Wasserstein Securities LLC
RBC Dominion Securities Corporation
The Robinson-Humphrey Company, LLC
   As representatives of the several Purchasers
   named in Schedule I to the Purchase Agreement
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

         Lone Star Technologies, 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 9.00% Senior
Subordinated Notes due 2011, which are unconditionally guaranteed by the
Guarantors named in Schedule I 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 each of the Guarantors
agrees with the Purchasers for the benefit of holders (as defined herein) from
time to time of the Registrable 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
     Registration Statement effective or as of which the Exchange 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 Registrable 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, 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 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 Registrable Securities from time to time (including any
     successors or assigns), in each case for so long as such person owns any
     Registrable Securities.

         "INDENTURE" shall mean the Indenture, dated as of May 29, 2001, between
     the Company, each of the Guarantors and Wells Fargo Bank Minnesota,
     National Association, 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 May
     23, 2001, between the Purchasers, each of 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.

         "REGISTRABLE SECURITIES" shall mean the Securities; PROVIDED, HOWEVER,
     that a Security shall cease to be a Registrable Security when (i) in the
     circumstances contemplated by Section 2(a) hereof, the Security has been
     exchanged for an Exchange Security in an Exchange Offer as contemplated in
     Section 2(a) hereof (provided that any Exchange Security that, pursuant to
     the last two sentences of Section 2(a), is included in a prospectus for use
     in connection with resales by broker-dealers shall be deemed to be a
     Registrable Security with respect to Sections 5, 6 and 9 until resale of
     such Registrable Security has been effected within the 180-day period
     referred to in Section 2(a)); (ii) in the circumstances contemplated by
     Section 2(b) hereof, a Shelf Registration Statement registering such
     Security under the Securities Act has been declared or becomes effective
     and such Security has been sold or otherwise transferred by the holder
     thereof pursuant to and in a manner contemplated by such effective Shelf
     Registration Statement; (iii) such Security is sold pursuant to Rule 144
     under circumstances in which any legend borne by such Security relating to
     restrictions on transferability thereof, under the Securities Act or
     otherwise, is removed by the Company or pursuant to the Indenture; (iv)
     such Security is eligible to be sold pursuant to paragraph (k) of Rule 144;
     or (v) such Security shall cease to be outstanding.

         "REGISTRATION DEFAULT" shall have the meaning assigned thereto in
     Section 2(d) 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 Registrable 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 9.00 % Senior Subordinated
     Notes due 2011 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 guarantees
     provided for in the Indenture (the "Guarantees") and, unless the context
     otherwise requires, any reference herein to a "Security," an "Exchange
     Security" or a "Registrable Security" shall include a reference to the
     related Guarantees.

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

         "SHELF REGISTRATION" shall have the meaning assigned thereto in Section
     2(b) hereof.


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         "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(d) hereof.

         "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 agrees to
     file under the Securities Act, as soon as practicable, but no later than
     60 days after the Closing Date, a registration statement relating to an
     offer to exchange (such registration statement, the "Exchange
     Registration Statement", and such offer, the "Exchange Offer") any and
     all of the Securities for a like aggregate principal amount of debt
     securities issued by the Company and guaranteed by each of 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(d) below (such new debt securities
     hereinafter called "Exchange Securities"). The Company agrees to use its
     best efforts to cause the Exchange Registration Statement to become
     effective under the Securities Act as soon as practicable, but no later
     than 180 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 further agrees to use its best efforts to
     commence and complete the Exchange Offer promptly, but no later than 45
     days after such registration statement has become effective, hold the
     Exchange Offer open for at least 30 days and exchange Exchange
     Securities for all Registrable 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 guarantees received by holders other
     than Restricted Holders in the Exchange Offer for Registrable 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 Registrable Securities pursuant to the Exchange Offer and
     (ii) the Company having exchanged, pursuant to the Exchange Offer,
     Exchange Securities for all Registrable Securities that have been
     properly tendered and not withdrawn before the expiration of the
     Exchange Offer, which shall be on a date that is at least 30 days
     following the commencement of the Exchange Offer. The Company agrees (x)
     to include in the Exchange 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 Registration Statement


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     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
     Registrable Securities. With respect to such Exchange 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) on or prior to the time the Exchange Offer is completed
     existing Commission interpretations are changed such that the debt
     securities or the related guarantees received by holders other than
     Restricted Holders in the Exchange Offer for Registrable Securities are
     not or would not be, upon receipt, transferable by each such holder
     without restriction under the Securities Act, (ii) the Exchange Offer
     has not been completed within 180 days following the Closing Date or
     (iii) the Exchange Offer is not available to any holder of the
     Securities, the Company shall, in lieu of (or, in the case of clause
     (iii), in addition to) conducting the Exchange Offer contemplated by
     Section 2(a), file under the Securities Act as soon as practicable, but
     no later than the later of 30 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 of the Registrable 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 agrees to use its best efforts (x)
     to cause the Shelf Registration Statement to become or be declared
     effective no later than 180 days after such Shelf Registration Statement
     is filed 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
     Registrable 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 Registrable 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 Registrable
     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 Registrable 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
     further agrees to supplement or make amendments to the Shelf
     Registration Statement, as and when required by the rules, regulations
     or instructions applicable to the registration form used by the Company
     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.

        (c)  The Company may suspend the use of the prospectus for a period not
     to exceed 30 days in any 90-day period or an aggregate of 90 days in any
     12-month period if the Board of Directors of the Company shall have
     determined in good faith that because of valid business reasons (not
     including avoidance of the Company's obligations hereunder), including
     the acquisition or divestiture of assets, pending corporate developments
     and similar events, it is in the best interests of the Company to
     suspend such use, and prior to suspending such use the Company provides
     the holders with written notice of such suspension, which notice need
     not specify the nature of the event giving rise to such suspension.


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        (d)  In the event that (i) the Company has not filed the Exchange
     Registration Statement or 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
     Registration Statement or 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 45 days after the
     initial effective date of the Exchange Registration Statement relating
     to the Exchange Offer (if the Exchange Offer is then required to be
     made) or (iv) any Exchange Registration Statement or 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) 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 in
     an amount equal to $.05 per week per $1,000 principal amount of notes
     held by such Holder for the first 90 days of the Registration Default
     Period, and in an amount increasing by an additional $.05 per week per
     $1,000 principal amount of notes with respect to each subsequent 90 days
     of the Registration Default Period until all Registration Defaults have
     been cured, up to a maximum amount of special interest for all
     Registration Defaults of $.50 per week per $1,000 principal amount of
     notes.

        (e)  The Company and the Guarantors shall 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 Guarantees under the registration statement
     contemplated in Section 2(a) or 2(b) hereof, as applicable.

        (f)  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 files 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.


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

              (i)     prepare and file with the Commission, as soon as
         practicable but no later than 60 days after the Closing Date, an
         Exchange Registration Statement on any form which may be utilized by
         the Company 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 its best efforts
         to cause such Exchange Registration Statement to become effective as
         soon as practicable thereafter, but no later than 180 days after the
         Closing Date;

              (ii)    as soon as practicable prepare and file with the
         Commission such amendments and supplements to such Exchange
         Registration Statement and the prospectus included therein as may be
         necessary to effect and maintain the effectiveness of such Exchange
         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 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;

              (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 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
         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 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
         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 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;


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              (iv)    in the event that the Company would be required,
         pursuant to Section 3(e)(iii)(F) above, to notify any broker-dealers
         holding Exchange Securities, 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 its best efforts to obtain the withdrawal of any
         order suspending the effectiveness of such Exchange Registration
         Statement or any post-effective amendment thereto at the earliest
         practicable date;

              (vi)    use its best 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-dealer holding Exchange Securities
         to consummate the disposition thereof in such jurisdictions;
         PROVIDED, HOWEVER, that none of the Company or 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 or (3) make any changes to its certificate of
         incorporation or by-laws or any agreement between it and its
         stockholders;

              (vii)   use its best 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;

              (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 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 obligations with respect to the
     Shelf Registration, if applicable, the Company shall, as soon as
     practicable (or as otherwise specified):

              (i)     prepare and file with the Commission, as soon as
         practicable but in any case within the time periods 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
         Registrable Securities for resale by the holders thereof in accordance
         with such


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         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 its
         best efforts to cause such Shelf Registration Statement to become
         effective as soon as practicable but in any case within the time
         periods 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 Registrable 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 Registrable 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 Registrable Securities shall have at least 28
         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;

              (iii)   after the Effective Time of the Shelf Registration
         Statement, upon the request of any holder of Registrable 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
         Registrable 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 Registrable 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


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         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 Registrable 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 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 matter of public record (whether by virtue of
         its inclusion in such registration statement or otherwise), or (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 Registrable 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


                                       10

<PAGE>


         necessary to make the statements therein not misleading in light of
         the circumstances then existing;

              (ix)    use its best 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 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
         Registrable Securities, including information with respect to the
         principal amount of Registrable 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 Registrable 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 Registrable
         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)    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 Registrable 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
         Registrable 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 Registrable Securities covered by the
         prospectus (including such preliminary and summary prospectus) or
         any supplement or amendment thereto;


                                      11

<PAGE>

                (xii)  use best efforts to (A) register or qualify the
          Registrable 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
          distribution of Securities pursuant to such Shelf Registration
          Statement 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 Registrable Securities; PROVIDED, HOWEVER, that
          none of the Company or 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 its best 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 Registrable Securities;

                (xiv)   Unless any Registrable 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 Registrable Securities to
          be sold, which certificates, if so required by any securities
          exchange upon which any Registrable 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 Registrable 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 Registrable Securities;

                (xv)    provide a CUSIP number for all Registrable
          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
          Registrable Securities at the time outstanding shall request in order
          to expedite or facilitate the disposition of such Registrable
          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

                                      12

<PAGE>

          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; (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 Registrable 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 Registrable 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 due incorporation 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 to the knowledge of such counsel 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 governmental
          approvals required to be obtained in connection with the Shelf
          Registration, the offering and sale of the Registrable 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

                                      13

<PAGE>

          that of the latest such statements included in such 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 Registrable
          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 any of 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 Registrable
          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 Registrable 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 Registrable 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 Registrable 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 Registrable 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).

      (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

                                      14

<PAGE>

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 Registrable 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 Registrable Securities
pursuant to the Shelf Registration Statement applicable to such Registrable
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 Registrable 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 Registrable 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 Registrable Securities or omits to state any material fact regarding
such Electing Holder or such Electing Holder's intended method of disposition
of such Registrable 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 Registrable 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 use its best efforts not to 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.

           The Company agrees to bear and to pay or cause to be paid promptly
all reasonable 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 reasonable 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

                                      15


<PAGE>

determination of their eligibility for investment under the laws of such
jurisdictions as any managing underwriters or the Electing Holders may
designate, including any reasonable 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) reasonable 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) reasonable 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) reasonable fees,
disbursements and expenses of any "qualified independent underwriter" engaged
pursuant to Section 3(d)(xix) hereof, (i) 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 Registrable 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
Registrable 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 Registrable Securities being registered shall pay all agency
fees and commissions and underwriting discounts and commissions attributable
to the sale of such Registrable 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.

           The Company and each of the Guarantors represents and warrants to,
and agrees with, each Purchaser and each of the holders from time to time of
Registrable Securities that:

      (a)  Each registration statement covering Registrable Securities and
each prospectus (including any preliminary or summary prospectus) contained
therein or furnished pursuant to Section 3(c) or Section 3(d) 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 Registrable
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

                                       16

<PAGE>

subsequent to the Effective Time when a prospectus would be required to be
delivered under the Securities Act, other than from (i) such time as a notice
has been given to holders of Registrable Securities pursuant to Section
3(c)(iii)(F) or Section 3(d)(viii)(F) hereof until (ii) such time as the
Company furnishes an amended or supplemented prospectus pursuant to Section
3(c)(iv) or Section 3(e) hereof, each such registration statement, and each
prospectus (including any summary prospectus) contained therein or furnished
pursuant to Section 3(c) or Section 3(d) 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 Registrable Securities 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 Registrable Securities 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 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 material
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, nor will such action result in any violation of the
provisions of the certificate of incorporation, as amended, or the by-laws of
the Company or any of any of the Guarantors or 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 their properties;
and no consent, approval, authorization, order, registration or qualification
of or with any such court or governmental agency or body is required for the
consummation by the Company and each of 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.

       (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 EACH OF THE GUARANTORS. The
Company and each of the Guarantors, jointly and severally, will indemnify and
hold harmless each of the

                                      17

<PAGE>

holders of Registrable Securities included in an Exchange Registration
Statement, each of the Electing Holders of Registrable 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
Registrable 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 Registration Statement or Shelf
Registration Statement, as the case may be, under which such Registrable
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 none of the Company or 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 Registrable
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 Registrable Securities and from each
underwriter named in any such underwriting agreement, severally and not
jointly, to (i) indemnify and hold harmless the Company, each of the
Guarantors, and all other holders of Registrable Securities, against any
losses, claims, damages or liabilities to which the Company, any of the
Guarantors or such other holders of Registrable 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 each of the Guarantors for any legal or other expenses reasonably
incurred by the Company and each of 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 Registrable
Securities pursuant to such registration.

                                      18

<PAGE>

      (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 selected by the indemnifying party
and 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 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

                                      19

<PAGE>

such holder from the sale of any Registrable 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 Registrable 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' obligations
in this Section 6(d) to contribute shall be several in proportion to the
principal amount of Registrable Securities registered or underwritten, as the
case may be, by them and not joint.

      (e)  FURTHER LIABILITY. The obligations of the Company and each of the
Guarantors under this Section 6 shall be in addition to any liability which
the Company or any of 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, upon the
same terms and conditions, to each officer and director of the Company or any
of 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
any of 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 Registrable 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 Registrable 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. As a condition to participating in the
underwritten offering, each holder of Registrable Securities shall agree with
each other such holder that no such holder may participate in such
underwritten offering unless such holder (i) agrees to sell such holder's
Registrable 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.

           The Company covenants to the holders of Registrable 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

                                      20

<PAGE>

the Commission thereunder, and shall take such further action as any holder
of Registrable Securities may reasonably request, all to the extent required
from time to time to enable such holder to sell Registrable 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
Registrable 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.

      (a)  NO INCONSISTENT AGREEMENTS. The Company represents, warrants,
covenants and agrees that it has not granted, and shall not grant,
registration rights with respect to Registrable Securities or any other
securities which would be inconsistent with the terms contained in this
Exchange and Registration Rights Agreement.

      (b)  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 Registrable Securities 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.

      (c)  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 P.O. Box 803546, Dallas, TX 75380-3546, (or if by hand delivery or by
courier, to the Company at 15660 N. Dallas Parkway, Suite 500, Dallas, TX
75248), in each such case to the attention of the Vice President, General
Counsel and 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.

      (d)  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 Registrable Securities and the respective successors
and assigns of the parties hereto and such holders. In the event that any
transferee of any holder of Registrable Securities shall acquire Registrable
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
Registrable Securities shall be held subject to all of the terms of this
Exchange and Registration Rights Agreement, and by taking and holding such
Registrable 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 Registrable
Securities subject to all of the applicable terms hereof.

                                      21

<PAGE>



        (e) 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 Registrable
     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 Registrable Securities pursuant to the Purchase Agreement and the
     transfer and registration of Registrable Securities by such holder and the
     consummation of an Exchange Offer.

        (f) 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.

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

        (h) 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 Registrable
     Securities at the time outstanding. Each holder of any Registrable
     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 Registrable Securities or is delivered to such holder.

        (i) 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 Registrable Securities shall be made available for inspection
     and copying on any business day by any holder of Registrable Securities
     for proper purposes only (which shall include any purpose related to the
     rights of the holders of Registrable 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.

        (j) 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.

                                       22


<PAGE>



         If the foregoing is in accordance with your understanding, please sign
and return to us one counterpart hereof for the Company and the Guarantors and
one counterpart hereof for each of the Representatives plus one for each
counsel, 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, each of 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,


                            Lone Star Technologies, Inc.


                            By: /s/ ROBERT F. SPEARS
                               -------------------------------------------------
                                   Name:  Robert F. Spears
                                   Title: Vice President, General Counsel
                                          and Secretary


                            Environmental Holdings, Inc.


                            By: /s/ ROBERT F. SPEARS
                               -------------------------------------------------
                                   Name:  Robert F. Spears
                                   Title: Vice President and Secretary


                            Zinklahoma, Inc.


                            By: /s/ ROBERT F. SPEARS
                               -------------------------------------------------
                                   Name:  Robert F. Spears
                                   Title: Vice President and Secretary


                            Lone Star Steel Company


                            By: /s/ ROBERT F. SPEARS
                               -------------------------------------------------
                                   Name:  Robert F. Spears
                                   Title: Vice President and Secretary


                            Lone Star Logistics, Inc.


                            By: /s/ ROBERT F. SPEARS
                               -------------------------------------------------
                                   Name:  Robert F. Spears
                                   Title: Vice President and Secretary


                            Lone Star Steel International, Inc.


                            By: /s/ ROBERT F. SPEARS
                               -------------------------------------------------
                                   Name:  Robert F. Spears
                                   Title: Vice President and Secretary


                            Lone Star Steel Sales Company


                                      23

<PAGE>


                            By: /s/ ROBERT F. SPEARS
                               -------------------------------------------------
                                   Name:  Robert F. Spears
                                   Title: Vice President and Secretary


                            Rotac, Inc.


                            By: /s/ ROBERT F. SPEARS
                               -------------------------------------------------
                                   Name:  Robert F. Spears
                                   Title: Vice President and Secretary


                            T & N Lone Star Warehouse Co.


                            By: /s/ ROBERT F. SPEARS
                               -------------------------------------------------
                                   Name:  Robert F. Spears
                                   Title: Vice President and Secretary


                            Texas & Northern Railway Company

                            By: /s/ ROBERT F. SPEARS
                               -------------------------------------------------
                                   Name:  Robert F. Spears
                                   Title: Vice President and Secretary


                            Lone Star ST Holdings, Inc.


                            By: /s/ ROBERT F. SPEARS
                               -------------------------------------------------
                                   Name:  Robert F. Spears
                                   Title: Vice President and Secretary


                            Fintube Technologies, Inc.


                            By: /s/ ROBERT F. SPEARS
                               -------------------------------------------------
                                   Name:  Robert F. Spears
                                   Title: Vice President and Secretary


                            Fintube Canada, Inc.


                            By: /s/ ROBERT F. SPEARS
                               -------------------------------------------------
                                   Name:  Robert F. Spears
                                   Title: Vice President and Secretary


                            Bellville Tube Corporation

                            By: /s/ ROBERT F. SPEARS
                               -------------------------------------------------
                                   Name:  Robert F. Spears
                                   Title: Vice President and Secretary

Accepted as of the date hereof:
Goldman, Sachs & Co.
Salomon Smith Barney Inc.
Banc of America Securities LLC
CIBC World Markets Corp.
Dresdner Kleinwort Wasserstein Securities LLC


                                      24

<PAGE>

RBC Dominion Securities Corporation
The Robinson-Humphrey Company, LLC

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


                                      25

<PAGE>



                                   SCHEDULE I

                                   GUARANTORS

Environmental Holdings, Inc.
Zinklahoma, Inc.
Lone Star Steel Company
Lone Star Logistics, Inc.
Lone Star Steel International, Inc.
Lone Star Steel Sales Company
Rotac, Inc.
T & N Lone Star Warehouse Co.
Texas & Northern Railway Company
Lone Star ST Holdings, Inc.
Fintube Technologies, Inc.
Fintube Canada, Inc.
Bellville Tube Corporation


                                     26

<PAGE>



                                                                       EXHIBIT A

                          LONE STAR TECHNOLOGIES, 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 Lone Star Technologies, Inc. (the
"Company") 9.00% Senior Subordinated Notes due 2011 (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 Lone Star
Technologies, Inc., P.O. Box 803546, Dallas, TX 75380-3546, (972) 770-6401.


---------------------------------
* Not less than 28 calendar days from date of mailing.


                                      A-1

<PAGE>



                          LONE STAR TECHNOLOGIES, 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 Lone Star Technologies,
Inc. (the "Company") 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 __ (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 9.00% Senior Subordinated Notes due 2011 (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 Registrable Securities (as defined below) is entitled
to have the Registrable Securities beneficially owned by it included in the
Shelf Registration Statement. In order to have Registrable 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 Registrable 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 Registrable 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 Registrable 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 "REGISTRABLE SECURITIES" is defined in the Exchange and Registration
Rights Agreement.


                                      A-2

<PAGE>



                                    ELECTION

The undersigned holder (the "Selling Securityholder") of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
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 Registrable 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 Registrable 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 Registrable 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 Registrable Securities Listed in
            Item (3) below are Held:

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

(2)        Address for Notices to Selling Securityholder:

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

                                ---------------------------------------
           Telephone:
                                ---------------------------------------
           Fax:
                                ---------------------------------------
           Contact Person:
                                ---------------------------------------

(3)        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 Registrable Securities beneficially owned:
                     ---------

           CUSIP No(s). of such Registrable Securities:
                                                       -------------------------

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

            --------------------------------------------------------------------
            CUSIP No(s). of such other Securities:
                                                    ----------------------------

     (c)    Principal amount of Registrable Securities which the undersigned
            wishes to be included in the Shelf Registration Statement:
                         -----------------------------

            CUSIP No(s). of such Registrable Securities to be included in the
            Shelf Registration Statement:
                       ---------------------------------------------------------

(4)        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:


                                      A-4

<PAGE>

(5)        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:

(6)        Plan of Distribution:

           EXCEPT AS SET FORTH BELOW, THE UNDERSIGNED SELLING SECURITYHOLDER
           INTENDS TO DISTRIBUTE THE REGISTRABLE SECURITIES LISTED ABOVE IN
           ITEM (3) ONLY AS FOLLOWS (IF AT ALL): SUCH REGISTRABLE SECURITIES
           MAY BE SOLD FROM TIME TO TIME DIRECTLY BY THE UNDERSIGNED SELLING
           SECURITYHOLDER OR, ALTERNATIVELY, THROUGH UNDERWRITERS,
           BROKER-DEALERS OR AGENTS. SUCH REGISTRABLE 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 REGISTRABLE SECURITIES OR OTHERWISE,
           THE SELLING SECURITYHOLDER MAY ENTER INTO HEDGING TRANSACTIONS WITH
           BROKER-DEALERS, WHICH MAY IN TURN ENGAGE IN SHORT SALES OF THE
           REGISTRABLE SECURITIES IN THE COURSE OF HEDGING THE POSITIONS THEY
           ASSUME. THE SELLING SECURITYHOLDER MAY ALSO SELL REGISTRABLE
           SECURITIES SHORT AND DELIVER REGISTRABLE SECURITIES TO CLOSE OUT
           SUCH SHORT POSITIONS, OR LOAN OR PLEDGE REGISTRABLE SECURITIES TO
           BROKER-DEALERS THAT IN TURN MAY SELL SUCH SECURITIES.

           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
Registrable 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.


                                      A-5


<PAGE>

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:


                                  Mr. Robert F. Spears

                                  Vice President, General Counsel and Secretary

                                  Lone Star Technologies, Inc.

                                  15660 N. Dallas Parkway, Suite 500

                                  Dallas, Texas  75248



                                  Or, if by first class mail, to:

                                  Mr. Robert F. Spears

                                  Vice President, General Counsel and Secretary

                                  Lone Star Technologies, Inc.

                                  P.O. Box 803546

                                  Dallas, Texas  75380-3546



           (ii) With a copy to:

                                  David E. Morrison

                                  Fulbright & Jaworski L.L.P.

                                  2200 Ross Avenue, Suite 2800

                                  Dallas, Texas  75201


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 Registrable 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.


                                      A-6


<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 Registrable 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:

                                    David E. Morrison

                                    Fulbright & Jaworski L.L.P.

                                    2200 Ross Avenue, Suite 2800

                                    Dallas, Texas  75201


                                      A-7


<PAGE>



                                                                       EXHIBIT B

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

[NAME OF TRUSTEE]

Lone Star Technologies, Inc.
c/o [NAME OF TRUSTEE]
[ADDRESS OF TRUSTEE]

Attention:  Trust Officer

         Re:      Lone Star Technologies, Inc. (the "Company")
                  9.00% Senior Subordinated Notes due 2011



Dear Sirs:

Please be advised that ____________________ has transferred $__________
aggregate principal amount of the above-referenced Notes pursuant to an
effective  Registration  Statement on Form _______ (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 May 23, 2001 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