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                                                                     Exhibit 4.1

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                          REGISTRATION RIGHTS AGREEMENT

                            Dated as of June 18, 2003

                                  By and Among

                                   IPSCO INC.,
                                   as Issuer,

                                 the GUARANTORS
                                  named herein

                                       and

                               UBS SECURITIES LLC,
                      RBC DOMINION SECURITIES CORPORATION,
                             ABN AMRO INCORPORATED,
                            CIBC WORLD MARKETS CORP.,
                            TD SECURITIES (USA) INC.
                                       and
                           WELLS FARGO SECURITIES, LLC
                              as Initial Purchasers

                          8 3/4% Senior Notes due 2013

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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

SECTION 1.   DEFINITIONS.......................................................1

SECTION 2.   EXCHANGE OFFER....................................................5

SECTION 3.   SHELF REGISTRATION................................................9

SECTION 3.   ADDITIONAL INTEREST...............................................9

SECTION 5.   REGISTRATION PROCEDURES..........................................11

SECTION 6.   REGISTRATION EXPENSES............................................20

SECTION 7.   INDEMNIFICATION..................................................21

SECTION 8.   RULES 144 AND 144A...............................................25

SECTION 9.   UNDERWRITTEN REGISTRATIONS.......................................25

SECTION 10.  MISCELLANEOUS....................................................26

   (a)  No Inconsistent Agreements............................................26
   (b)  Adjustments Affecting Registrable Notes...............................26
   (c)  Amendments and Waivers................................................26
   (d)  Notices...............................................................26
   (e)  Guarantors............................................................27
   (f)  Successors and Assigns................................................28
   (g)  Counterparts..........................................................28
   (h)  Headings..............................................................28
   (i)  Governing Law.........................................................28
   (j)  Severability..........................................................28
   (k)  Securities Held by the Company or Its Affiliates......................29
   (l)  Third-Party Beneficiaries.............................................29
   (m)  Attorneys' Fees.......................................................29
   (n)  Entire Agreement......................................................29
   (o)  Judgment Currency.....................................................29
   (p)  No Prospectus in Canada...............................................30
   (q)  Taxes.................................................................30

SIGNATURES...................................................................S-1

                                      -i-

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                          REGISTRATION RIGHTS AGREEMENT

          This Registration Rights Agreement (this "Agreement") is dated as of
June 18, 2003, by and among IPSCO INC., a Canadian corporation (the "Company"),
and each of the Guarantors (as defined herein) (the Company and the Guarantors
are referred to collectively herein as the "Issuers"), on the one hand, and UBS
SECURITIES LLC, RBC DOMINION SECURITIES CORPORATION, ABN AMRO INCORPORATED, CIBC
WORLD MARKETS CORP., TD SECURITIES (USA) INC. and WELLS FARGO SECURITIES, LLC
(collectively, the "Initial Purchasers"), on the other hand.

          This Agreement is entered into in connection with the Purchase
Agreement, dated as of June 13, 2003, by and among the Issuers and the Initial
Purchasers (the "Purchase Agreement"), relating to the offering of
U.S.$200,000,000 aggregate principal amount of the Company's 8 3/4% Senior Notes
due 2013 (including the guarantees thereof by the Guarantors, the "Notes"). The
execution and delivery of this Agreement is a condition to the Initial
Purchasers' obligation to purchase the Notes under the Purchase Agreement.

          The parties hereby agree as follows:

          Section 1. Definitions.

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

          "action" shall have the meaning set forth in Section 7(c) hereof.

          "Additional Amounts" shall have the meaning set forth in the
Indenture.

          "Additional Interest" shall have the meaning set forth in Section 4(a)
hereof.

          "Advice" shall have the meaning set forth in the penultimate paragraph
of Section 5 hereof.

          "Agreement" shall have the meaning set forth in the first introductory
paragraph hereto.

          "Applicable Period" shall have the meaning set forth in Section 2(b)
hereof.

          "Board of Directors" shall have the meaning set forth in the
penultimate paragraph of Section 5 hereof.

          "Business Day" shall mean a day that is not a Legal Holiday.

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                                      -2-

          "Company" shall have the meaning set forth in the first introductory
paragraph hereto and shall also include the Company's permitted successors
and/or assigns.

          "Commission" shall mean the Securities and Exchange Commission.

          "day" shall mean a calendar day.

          "Damages Payment Date" shall have the meaning set forth in Section
4(b) hereof.

          "Delay Period" shall have the meaning set forth in the penultimate
paragraph of Section 5 hereof.

          "Effectiveness Period" shall have the meaning set forth in Section
3(b) hereof.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder.

          "Exchange Notes" shall have the meaning set forth in Section 2(a)
hereof.

          "Exchange Offer" shall have the meaning set forth in Section 2(a)
hereof.

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

          "Guarantors" shall mean each of the Persons other than the Company and
the Initial Purchasers executing this Agreement (as set forth on Schedule I of
the Purchase Agreement) on the date hereof and each Person who executes and
delivers a counterpart of this Agreement hereafter pursuant to Section 10(e)
hereof.

          "Holder" shall mean any holder of a Registrable Note or Registrable
Notes.

          "Indenture" shall mean the Indenture, dated as of June 18, 2003, by
and among the Issuers and Wells Fargo Minnesota Bank Minnesota, N.A., as
trustee, pursuant to which the Notes are being issued, as amended or
supplemented from time to time in accordance with the terms thereof.

          "Initial Purchasers" shall have the meaning set forth in the first
introductory paragraph hereof.

          "Inspectors" shall have the meaning set forth in Section 5(n) hereof

          "Issue Date" shall mean June 18, 2003, the date of original issuance
of the Notes.

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                                      -3-

          "Issuers" shall have the meaning set forth in the first introductory
paragraph hereto.

          "Judgment Currency" shall have the meaning set forth in Section 10(o)
hereof.

          "Legal Holiday" shall mean a Saturday, a Sunday or a day on which
banking institutions in New York, New York are required by law, regulation or
executive order to remain closed.

          "Losses" shall have the meaning set forth in Section 7(a) hereof.

          "NASD" shall have the meaning set forth in Section 5(s) hereof.

          "Notes" shall have the meaning set forth in the second introductory
paragraph hereto.

          "Participant" shall have the meaning set forth in Section 7(a) hereof.

          "Participating Broker-Dealer" shall have the meaning set forth in
Section 2(b) hereof.

          "Person" shall mean an individual, corporation, partnership, joint
venture association, joint stock company, trust, unincorporated limited
liability company, government or any agency or political subdivision thereof or
any other entity.

          "Private Exchange" shall have the meaning set forth in Section 2(b)
hereof.

          "Private Exchange Notes" shall have the meaning set forth in Section
2(b) hereof.

          "Prospectus" shall mean the prospectus included in any Registration
Statement (including, without limitation, any prospectus subject to completion
and any prospectus that includes any information previously omitted from a
prospectus filed as part of an effective registration statement in reliance upon
Rule 430A promulgated under the Securities Act), as amended or supplemented by
any prospectus supplement, and all other amendments and supplements to such
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.

          "Purchase Agreement" shall have the meaning set forth in the second
introductory paragraph hereof.

          "Records" shall have the meaning set forth in Section 5(n) hereof.

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                                      -4-

          "Registrable Notes" shall mean each Note upon its original issuance
and at all times subsequent thereto, each Exchange Note as to which Section
2(c)(iii) hereof is applicable upon original issuance and at all times
subsequent thereto and each Private Exchange Note upon original issuance thereof
and at all times subsequent thereto, in each case until (i) a Registration
Statement (other than, with respect to any Exchange Note as to which Section
2(c)(iii) hereof is applicable, the Exchange Offer Registration Statement)
covering such Note, Exchange Note or Private Exchange Note has been declared
effective by the Commission and such Note, Exchange Note or such Private
Exchange Note, as the case may be, has been disposed of in accordance with such
effective Registration Statement, (ii) such Note has been exchanged pursuant to
the Exchange Offer for an Exchange Note or Exchange Notes that may be resold
without restriction under state and federal securities laws, (iii) such Note,
Exchange Note or Private Exchange Note, as the case may be, ceases to be
outstanding for purposes of the Indenture or (iv) such Note, Exchange Note or
Private Exchange Note has been sold in compliance with Rule 144 or is salable
pursuant to Rule 144(k).

          "Registration Default" shall have the meaning set forth in Section
4(a) hereof.

          "Registration Statement" shall mean any appropriate registration
statement of the Company covering any of the Registrable Notes filed with the
Commission under the Securities Act, and all amendments and supplements to any
such Registration Statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

          "Relevant Taxing Authority" shall mean any Taxing Authority in any
jurisdiction in which any Issuer is organized or is otherwise resident for tax
purposes or any jurisdiction from or through which payment is made.

          "Requesting Participating Broker-Dealer" shall have the meaning set
forth in Section 2(b) hereof.

          "Rule 144" shall mean Rule 144 promulgated under the Securities Act,
as such Rule may be amended from time to time, or any similar rule (other than
Rule 144A) or regulation hereafter adopted by the Commission providing for
offers and sales of securities made in compliance therewith resulting in offers
and sales by subsequent holders that are not affiliates of an issuer of such
securities being free of the registration and prospectus delivery requirements
of the Securities Act.

          "Rule 144A" shall mean Rule 144A promulgated under the Securities Act,
as such Rule may be amended from time to time, or any similar rule (other than
Rule 144) or regulation hereafter adopted by the Commission.

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                                      -5-

          "Rule 415" shall mean Rule 415 promulgated under the Securities Act,
as such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission.

          "Securities Act" shall mean the Securities Act of 1933, as amended,
and the rules and regulations of the Commission promulgated thereunder.

          "Shelf Filing Event" shall have the meaning set forth in Section 2(c)
hereof.

          "Shelf Registration" shall have the meaning set forth in Section 3(a)
hereof.

          "Shelf Registration Statement" shall mean a Registration Statement
filed in connection with a Shelf Registration.

          "Taxes" shall have the meaning set forth in the Indenture.

          "Taxing Authority" shall mean any government or political subdivision
or territory or possession of any government or any authority or agency therein
or thereof having power to tax.

          "TIA" shall mean the Trust Indenture Act of 1939, as amended.

          "Trustee" shall mean the trustee under the Indenture and the trustee
(if any) under any indenture governing the Exchange Notes and Private Exchange
Notes.

          "underwritten registration or underwritten offering" shall mean a
registration in which securities of the Company are sold to an underwriter for
reoffering to the public.

          Section 2. Exchange Offer.

          (a) The Issuers shall use their reasonable best efforts to (i) file a
Registration Statement (the "Exchange Offer Registration Statement") within 90
days following the Issue Date with the Commission on an appropriate registration
form with respect to a registered offer (the "Exchange Offer") to exchange any
and all of the Registrable Notes for a like aggregate principal amount of notes
(including the guarantees with respect thereto, the "Exchange Notes") that are
substantially identical in all material respects to the Notes (except that the
Exchange Notes shall not contain terms with respect to transfer restrictions or
Additional Interest upon a Registration Default) and which represent the same
continuing indebtedness as the Notes, (ii) cause the Exchange Offer Registration
Statement to be declared effective under the Securities Act within 150 days
following the Issue Date and (iii) consummate the Exchange Offer within 180 days
following the Issue Date. Upon the Exchange Offer Registration Statement being
declared effective by the Commission, the Company shall offer the Exchange Notes
in exchange for surrender of the Notes. The

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                                      -6-

Company shall keep the Exchange Offer open for not less than 20 Business Days
(or longer if required by applicable law) after the date notice of the Exchange
Offer is mailed to Holders.

          Each Holder that participates in the Exchange Offer will be required
to represent to the Company in writing that (i) any Exchange Notes to be
received by it will be acquired in the ordinary course of its business, (ii) it
has no arrangement or understanding with any Person to participate in the
distribution (within the meaning of the Securities Act) of the Exchange Notes in
violation of the provisions of the Securities Act, (iii) it is not an affiliate
of the Issuers, as defined by rule 405 of the Securities Act, or if it is an
affiliate, it will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable, (iv) if such Holder
is not a broker-dealer, it is not engaged in, and does not intend to engage in,
a distribution of Exchange Notes, (v) if such Holder is a broker-dealer that
will receive Exchange Notes for its own account in exchange for Notes that were
acquired as a result of market-making or other trading activities, it will
deliver a prospectus in connection with any resale of such Exchange Notes and
(vi) such Holder has full power and authority to transfer the Notes in exchange
for the Exchange Notes and that the Company will acquire good and unencumbered
title thereto free and clear of any liens, restrictions, charges or encumbrances
and not subject to any adverse claims.

          (b) The Company and the Initial Purchasers acknowledge that the staff
of the Commission has taken the position that any broker-dealer that elects to
exchange Notes that were acquired by such broker-dealer for its own account as a
result of market-making or other trading activities for Exchange Notes in the
Exchange Offer (a "Participating Broker-Dealer") may be deemed to be an
"underwriter" within the meaning of the Securities Act and must deliver a
prospectus meeting the requirements of the Securities Act in connection with any
resale of such Exchange Notes (other than a resale of an unsold allotment
resulting from the original offering of the Notes).

          The Company and the Initial Purchasers also acknowledge that the staff
of the Commission has taken the position that if the Prospectus contained in the
Exchange Offer Registration Statement includes a plan of distribution containing
a statement to the above effect and the means by which Participating
Broker-Dealers may resell the Exchange Notes, without naming the Participating
Broker-Dealers or specifying the amount of Exchange Notes owned by them, such
Prospectus may be delivered by Participating Broker-Dealers to satisfy their
prospectus delivery obligations under the Securities Act in connection with
resales of Exchange Notes for their own accounts, so long as the Prospectus
otherwise meets the requirements of the Securities Act.

          In light of the foregoing, if requested by a Participating
Broker-Dealer (a "Requesting Participating Broker-Dealer"), the Issuers agree to
use their reasonable best efforts to keep the Exchange Offer Registration
Statement continuously effective for a period not to exceed 180 days after the
date on which the Exchange Registration Statement is declared effec-

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                                      -7-

tive, or such longer period if extended pursuant to the penultimate paragraph of
Section 5 hereof (such period, the "Applicable Period"), or such earlier date as
all Requesting Participating Broker-Dealers shall have notified the Company in
writing that such Requesting Participating Broker-Dealers have resold all
Exchange Notes acquired in the Exchange Offer. The Company shall include a plan
of distribution in such Exchange Offer Registration Statement that meets the
requirements set forth in the preceding paragraph.

          If, prior to consummation of the Exchange Offer, the Initial
Purchasers or any Holder, as the case may be, holds any Notes acquired by it
that have, or that are reasonably likely to be determined to have, the status of
an unsold allotment in an initial distribution, or if any Holder is not entitled
to participate in the Exchange Offer, the Company upon the request of the
Initial Purchasers or any such Holder, as the case may be, shall simultaneously
with the delivery of the Exchange Notes in the Exchange Offer, issue and deliver
to the Initial Purchasers or any such Holder, as the case may be, in exchange
(the "Private Exchange") for such Notes held by the Initial Purchasers or any
such Holder, as the case may be, a like principal amount of notes (the "Private
Exchange Notes") of the Company that are identical in all material respects to
the Exchange Notes except that the Private Exchange Notes may be subject to
restrictions on transfer and bear a legend to such effect. The Private Exchange
Notes shall be issued pursuant to the same indenture as the Exchange Notes and
bear the same CUSIP number as the Exchange Notes.

          Upon consummation of the Exchange Offer in accordance with this
Section 2, the Issuers shall have no further registration obligations other than
the Issuers' continuing registration obligations with respect to (i) Private
Exchange Notes, (ii) Exchange Notes held by Participating Broker-Dealers and
(iii) Notes or Exchange Notes as to which clause (c)(iii) of this Section 2
applies.

          In connection with the Exchange Offer, the Company shall:

          (1) mail or cause to be mailed to each Holder entitled to participate
     in the Exchange Offer a copy of the Prospectus forming part of the Exchange
     Offer Registration Statement, together with an appropriate letter of
     transmittal and related documents;

          (2) utilize the services of a depositary for the Exchange Offer with
     an address in the Borough of Manhattan, The City of New York;

          (3) permit Holders to withdraw tendered Notes at any time prior to the
     close of business, New York time, on the last Business Day on which the
     Exchange Offer shall remain open; and

          (4) otherwise comply in all material respects with all applicable
     laws, rules and regulations.

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                                      -8-

          As soon as practicable after the close of the Exchange Offer and the
Private Exchange, if any, the Company shall:

          (1) accept for exchange all Notes validly tendered and not validly
     withdrawn by the Holders pursuant to the Exchange Offer and the Private
     Exchange, if any;

          (2) deliver or cause to be delivered to the Trustee for cancellation
     all Notes so accepted for exchange; and

          (3) cause the Trustee to authenticate and deliver promptly to each
     such Holder of Notes, Exchange Notes or Private Exchange Notes, as the case
     may be, equal in principal amount to the Registrable Notes of such Holder
     so accepted for exchange.

          The Exchange Offer and the Private Exchange shall not be subject to
any conditions, other than that (i) the Exchange Offer or the Private Exchange,
as the case may be, does not violate applicable law or any applicable
interpretation of the staff of the Commission, (ii) no action or proceeding
shall have been instituted or threatened in any court or by any governmental
agency which might materially impair the ability of the Company to proceed with
the Exchange Offer or the Private Exchange, and no material adverse development
shall have occurred in any existing action or proceeding with respect to the
Company and (iii) all governmental approvals shall have been obtained, which
approvals the Company deems necessary for the consummation of the Exchange Offer
or the Private Exchange.

          The Exchange Notes and the Private Exchange Notes shall be issued
under (i) the Indenture or (ii) an indenture identical in all material respects
to the Indenture (in either case, with such changes as are necessary to comply
with any requirements of the Commission to effect or maintain the qualification
thereof under the TIA) and which, in either case, has been qualified under the
TIA and shall provide that (a) the Exchange Notes shall not be subject to the
transfer restrictions under the Securities Act set forth in the Indenture and
(b) the Private Exchange Notes shall be subject to the transfer restrictions set
forth in the Indenture. The Indenture or such indenture shall provide that the
Exchange Notes, the Private Exchange Notes and the Notes shall vote and consent
together on all matters as one class and that none of the Exchange Notes, the
Private Exchange Notes or the Notes will have the right to vote or consent as a
separate class on any matter.

          (c) In the event that (i) any changes in law or the applicable
interpretations of the staff of the Commission do not permit the Issuers to
effect the Exchange Offer, (ii) for any reason the Exchange Offer is not
consummated within 180 following the Issue Date, (iii) any Holder, other than an
Initial Purchaser, is prohibited by law or the applicable interpretations of the
staff of the Commission from participating in the Exchange Offer, (iv) in the
case of any Holder who participates in the Exchange Offer, such Holder does not
receive

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                                      -9-

Exchange Notes on the date of the exchange that may be sold without restriction
under state and federal securities laws (other than due solely to the status of
such holder as an affiliate of any Issuer within the meaning of the Securities
Act) or (v) the Initial Purchasers so request with respect to Notes or the
Private Exchange Notes that have, or that are reasonably likely to be determined
to have, the status of unsold allotments in an initial distribution (each such
event referred to in clauses (i) through (v) of this sentence, a "Shelf Filing
Event"), then the Issuers shall file a Shelf Registration pursuant to Section 3
hereof.

          (d) Any distribution in Canada of the Exchange Notes will be effected
solely to holders of Registrable Notes who would be eligible to acquire Exchange
Notes pursuant to exemptions from the requirement under applicable Canadian
securities legislation that the Company prepare and file a prospectus with the
relevant Canadian securities regulatory authorities and, as a condition to the
sale of their Registrable Notes pursuant to the Exchange Offer, holders of
Registrable Notes in Canada will be required to make certain representations to
the Company, including a representation that they are entitled under applicable
provincial securities laws to acquire the Exchange Notes without the benefit of
a prospectus qualified under applicable provincial securities laws.

          Section 3. Shelf Registration.

          If at any time a Shelf Filing Event shall occur, then:

          (a) Shelf Registration. The Issuer shall file with the Commission a
Registration Statement for an offering to be made on a continuous basis pursuant
to Rule 415 covering all of the Registrable Notes not exchanged in the Exchange
Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iii)
hereof is applicable (the "Shelf Registration"). The Issuers shall use their
commercially reasonable best efforts to file with the Commission the Shelf
Registration as promptly as practicable. The Shelf Registration shall be on Form
F-3 or another appropriate form permitting registration of such Registrable
Notes for resale by Holders in the manner or manners designated by them
(including, without limitation, one or more underwritten offerings). The Company
shall not permit any securities other than the Registrable Notes to be included
in the Shelf Registration.

          (b) The Issuers shall use their reasonable best efforts (x) to cause
the Shelf Registration to be declared effective under the Securities Act on or
prior to the 90 days following a Shelf Event and (y) to keep the Shelf
Registration continuously effective under the Securities Act for the period
ending on the date which is two years from the Issue Date, subject to extension
pursuant to the penultimate paragraph of Section 5 hereof (the "Effectiveness
Period"), or such shorter period ending when all Registrable Notes covered by
the Shelf Registration have been sold in the manner set forth and as
contemplated in the Shelf Registration; provided, however, that (i) the
Effectiveness Period in respect of the Shelf Registration shall be extended to
the extent required to permit dealers to comply with the applicable prospectus
delivery requirements of Rule 174 of the Securities Act and as

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                                      -10-

otherwise provided herein and (ii) the Company may suspend the effectiveness of
the Shelf Registration Statement by written notice to the Holders solely as a
result of the filing of a post-effective amendment to the Shelf Registration
Statement to incorporate annual audited financial information with respect to
the Company where such post-effective amendment is not yet effective and needs
to be declared effective to permit Holders to use the related Prospectus.

          (c) Supplements and Amendments. The Issuers agree 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 for
such Shelf Registration Statement or by the Securities Act or rules and
regulations thereunder for shelf registration, or if reasonably requested by the
Holders of a majority in aggregate principal amount of the Registrable Notes
covered by such Registration Statement or by any underwriter of such Registrable
Notes.

          Section 4. Additional Interest.

          (a) The Issuers and the Initial Purchasers agree that the Holders will
suffer damages if the Company fails to fulfill its obligations under Section 2
or Section 3 hereof and that it would not be feasible to ascertain the extent of
such damages with precision. Accordingly, the Company agrees that if

               (i) the Exchange Offer Registration Statement (or the Shelf
     Registration Statement) is not filed with the Commission within 90 days
     after the Issue Date or, if that day is not a Business Day, the next day
     that is a Business Day,

               (ii) the Exchange Offer Registration Statement (or the Shelf
     Registration Statement) is not declared effective within 150 days after the
     Issue Date or, if that day is not a Business Day, the next day that is a
     Business Day,

               (iii) the Exchange Offer (or the Shelf Registration) is not
     consummated within 180 after the Issue Date, or, if that day is not a
     Business Day, the next day that is a Business Day; or

               (iv) any registration statement required by this Registration
     Rights Agreement is filed and declared effective but thereafter ceases to
     be effective or usable, except if a Shelf Registration ceases to be
     effective or usable as specifically permitted by the penultimate paragraph
     of Section 5 hereof.

(each such event referred to in clauses (i) through (iv) a "Registration
Default"), liquidated damages in the form of additional cash interest
("Additional Interest") will accrue on the affected Notes and the affected
Exchange Notes, as applicable. The rate of Additional Interest will be 0.25% per
annum for the first 90-day period immediately following the occurrence of

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                                      -11-

a Registration Default, increasing by an additional 0.25% per annum with respect
to each subsequent 90-day period up to a maximum amount of Additional Interest
of 1.00% per annum, from and including the date on which any such Registration
Default shall occur to, but excluding, the earlier of (1) the date on which all
Registration Defaults have been cured or (2) the date on which all the Notes and
Exchange Notes otherwise become freely transferable by Holders other than
affiliates of the Issuers without further registration under the Securities Act.
On the date on which all Registration Defaults then in effect have been cured,
the interest rate on the Notes will revert to the interest rate originally borne
by the Notes. If, after the cure of all Registration Defaults then in effect,
there is a subsequent Registration Default, the rate of Additional Interest for
such subsequent Registration Default shall initially be 0.25% regardless of the
rate in effect with respect to any prior Registration Default at the time of
cure of such Registration Default.

          Notwithstanding the foregoing, (1) the amount of Additional Interest
payable shall not increase because more than one Registration Default has
occurred and is pending and (2) a Holder of Notes or Exchange Notes who is not
entitled to the benefits of the Shelf Registration Statement (i.e., such Holder
has not elected to include information) shall not be entitled to Additional
Interest with respect to a Registration Default that pertains to the Shelf
Registration Statement.

          (b) So long as Notes remain outstanding, the Company shall notify the
Trustee within three (3) Business Days after each and every date on which an
event occurs in respect of which Additional Interest is required to be paid. Any
amounts of Additional Interest due pursuant to clauses (a)(i), (a)(ii), (a)(iii)
or (a)(iv) of this Section 4 will be payable in cash semi-annually on each date
that interest on the notes is required to be paid on the Notes pursuant to the
Indenture (each a "Damages Payment Date"), commencing with the first such date
occurring after any such Additional Interest commences to accrue, to Holders to
whom regular interest is payable on such Damages Payment Date with respect to
Notes that are Registrable Securities. The amount of Additional Interest for
Registrable Notes will be determined by multiplying the applicable rate of
Additional Interest by the aggregate principal amount of all such Registrable
Notes outstanding on the Damages Payment Date following such Registration
Default in the case of the first such payment of Additional Interest with
respect to a Registration Default (and thereafter at the next succeeding Damages
Payment Date until the cure of such Registration Default), multiplied by a
fraction, the numerator of which is the number of days such Additional Interest
rate was applicable during such period (determined on the basis of a 360-day
year comprised of twelve 30-day months and, in the case of a partial month, the
actual number of days elapsed), and the denominator of which is 360.

          Section 5. Registration Procedures.

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                                      -12-

          In connection with the filing of any Registration Statement pursuant
to Section 2 or 3 hereof, the Issuers shall effect such registrations to permit
the sale of the securities covered thereby in accordance with the intended
method or methods of disposition thereof, and pursuant thereto and in connection
with any Registration Statement filed by the Issuers hereunder, the Issuers
shall:

          (a) Prepare and file with the Commission the Registration Statement or
Registration Statements prescribed by Section 2 or 3 hereof, and use their
reasonable best efforts to cause each such Registration Statement to become
effective and remain effective as provided herein; provided, however, that, if
(1) such filing is pursuant to Section 3 hereof or (2) a Prospectus contained in
the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is
required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period
relating thereto, before filing any Registration Statement or Prospectus or any
amendments or supplements thereto, the Company shall furnish to and afford the
Holders of the Registrable Notes covered by such Registration Statement or each
such Participating Broker-Dealer, as the case may be, their counsel (if such
counsel is known to the Issuers) and the managing underwriters, if any, a
reasonable opportunity to review copies of all such documents (including copies
of any documents to be incorporated by reference therein and all exhibits
thereto) proposed to be filed (in each case at least five (5) Business Days
prior to such filing or such later date as is reasonable under the
circumstances). The Company shall not file any Registration Statement or
Prospectus or any amendments or supplements thereto if the Holders of a majority
in aggregate principal amount of the Registrable Notes covered by such
Registration Statement, or any such Participating Broker-Dealer, as the case may
be, their counsel, or the managing underwriters, if any, shall reasonably object
on a timely basis.

          (b) Prepare and file with the Commission such amendments and
post-effective amendments to each Shelf Registration Statement or Exchange Offer
Registration Statement, as the case may be, as may be necessary to keep such
Registration Statement continuously effective for the Effectiveness Period or
the Applicable Period, as the case may be; cause the related Prospectus to be
supplemented by any Prospectus supplement required by applicable law, and as so
supplemented to be filed pursuant to Rule 424 (or any similar provisions then in
force) promulgated under the Securities Act; and comply with the applicable
provisions of the Securities Act and the Exchange Act with respect to the
disposition of all securities covered by such Registration Statement as so
amended or in such Prospectus as so supplemented and with respect to the
subsequent resale of any securities being sold by a Participating Broker-Dealer
covered by any such Prospectus, in each case, in accordance with the intended
methods of distribution set forth in such Registration Statement or Prospectus,
as so amended.

          (c) If (1) a Shelf Registration is filed pursuant to Section 3 hereof
or (2) a

<PAGE>

                                      -13-

Prospectus contained in the Exchange Offer Registration Statement filed pursuant
to Section 2 hereof is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period relating thereto from whom the Company has received written
notice that such Broker-Dealer will be a Participating Broker-Dealer in the
applicable Exchange Offer, notify the selling Holders of Registrable Notes, or
each such Participating Broker-Dealer, as the case may be, their counsel (if
such counsel is known to the Issuers) and the managing underwriters, if any, as
promptly as possible, and, if requested by any such Person, confirm such notice
in writing, (i) when a Prospectus or any Prospectus supplement or post-effective
amendment has been filed, and, with respect to a Registration Statement or any
post-effective amendment, when the same has become effective under the
Securities Act (including in such notice a written statement that any Holder
may, upon request, obtain, at the sole expense of the Company, one conformed
copy of such Registration Statement or post-effective amendment including
financial statements and schedules, documents incorporated or deemed to be
incorporated by reference and exhibits), (ii) of the issuance by the Commission
of any stop order suspending the effectiveness of a Registration Statement or of
any order preventing or suspending the use of any preliminary prospectus or the
initiation of any proceedings for that purpose, (iii) if at any time when a
Prospectus is required by the Securities Act to be delivered in connection with
sales of the Registrable Notes or resales of Exchange Notes by Participating
Broker-Dealers the representations and warranties of the Issuers contained in
any agreement (including any underwriting agreement) contemplated by Section
5(m) hereof cease to be true and correct in all material respects, (iv) of the
receipt by any of the Issuers of any notification with respect to the suspension
of the qualification or exemption from qualification of a Registration Statement
or any of the Registrable Notes or the Exchange Notes for offer or sale in any
jurisdiction, or the initiation or threatening of any proceeding for such
purpose, (v) of the happening of any event, the existence of any condition or
any information becoming known to the Company that makes any statement made in
such Registration Statement or related Prospectus or any document incorporated
or deemed to be incorporated therein by reference untrue in any material respect
or that requires the making of any changes in or amendments or supplements to
such Registration Statement, Prospectus or documents so that, in the case of the
Registration Statement, it will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, and that in the case of
the Prospectus, it will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading and (vi) of the Company's determination that a
post-effective amendment to a Registration Statement would be appropriate.

          (d) If (1) a Shelf Registration is filed pursuant to Section 3 hereof
or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, use their reasonable best

<PAGE>

                                      -14-

efforts to prevent the issuance of any order suspending the effectiveness of a
Registration Statement or of any order preventing or suspending the use of a
Prospectus or suspending the qualification (or exemption from qualification) of
any of the Registrable Notes or the Exchange Notes, as the case may be, for sale
in any jurisdiction, and, if any such order is issued, to use their reasonable
best efforts to obtain the withdrawal of any such order at the earliest
practicable moment.

          (e) If (1) a Shelf Registration is filed pursuant to Section 3 hereof
or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period and if reasonably requested by the managing underwriter or
underwriters (if any), the Holders of a majority in aggregate principal amount
of the Registrable Notes covered by such Registration Statement or any
Participating Broker-Dealer, as the case may be, (i) promptly incorporate in
such Registration Statement or Prospectus a prospectus supplement or
post-effective amendment such information as the managing underwriter or
underwriters (if any), such Holders or any Participating Broker-Dealer, as the
case may be (based upon advice of counsel), determine is reasonably necessary to
be included therein and (ii) make all required filings of such prospectus
supplement or such post-effective amendment as soon as practicable after the
Company has received notification of the matters to be incorporated in such
prospectus supplement or post-effective amendment; provided, however, that the
Issuers shall not be required to take any action hereunder that would, in the
written opinion of counsel to the Company, violate applicable laws.

          (f) If (1) a Shelf Registration is filed pursuant to Section 3 hereof
or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, furnish to each selling Holder of Registrable Notes or
each such Participating Broker-Dealer, as the case may be, who so requests,
their counsel (if such counsel is known to the Issuers) and each managing
underwriter, if any, at the sole expense of the Company, one conformed copy of
the Registration Statement or Registration Statements and each post-effective
amendment thereto, including financial statements and schedules, and, if
requested, all documents incorporated or deemed to be incorporated therein by
reference and all exhibits.

          (g) If (1) a Shelf Registration is filed pursuant to Section 3 hereof
or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, deliver to each selling Holder of Registrable Notes or
each such Participating Broker-Dealer, as the case may be, their respective
counsel, and the underwriters, if any, at the sole expense of the Company, as
many copies of the Prospectus or Prospectuses (including each form of
preliminary prospectus) and

<PAGE>

                                      -15-

each amendment or supplement thereto and any documents incorporated by reference
therein as such Persons may reasonably request; and, subject to the last
paragraph of this Section 5, the Issuers hereby consent to the use of such
Prospectus and each amendment or supplement thereto by each of the selling
Holders of Registrable Notes or each such Participating Broker-Dealer, as the
case may be, and the underwriters or agents, if any, and dealers (if any), in
connection with the offering and sale of the Registrable Notes covered by, or
the sale by Participating Broker-Dealers of the Exchange Notes pursuant to, such
Prospectus and any amendment or supplement thereto.

          (h) Prior to any public offering of Registrable Notes or Exchange
Notes or any delivery of a Prospectus contained in the Exchange Offer
Registration Statement by any Participating Broker-Dealer who seeks to sell
Exchange Notes during the Applicable Period, use their reasonable best efforts
to register or qualify, and to cooperate with the selling Holders of Registrable
Notes or each such Participating Broker-Dealer, as the case may be, the managing
underwriter or underwriters, if any, and their respective counsel in connection
with the registration or qualification (or exemption from such registration or
qualification) of such Registrable Notes or Exchange Notes, as the case may be,
for offer and sale under the securities or Blue Sky laws of such jurisdictions
within the United States as any selling Holder, Participating Broker-Dealer or
the managing underwriter or underwriters reasonably request; provided, however,
that where Exchange Notes or Registrable Notes are offered other than through an
underwritten offering, the Company agrees to use its reasonable best efforts to
cause the Company's counsel to perform Blue Sky investigations and file
registrations and qualifications required to be filed pursuant to this Section
5(h); keep each such registration or qualification (or exemption therefrom)
effective during the period such Registration Statement is required to be kept
effective and do any and all other acts or things reasonably necessary or
advisable to enable the disposition in such jurisdictions of such Exchange Notes
or Registrable Notes covered by the applicable Registration Statement; provided,
however, that no Issuer shall be required to (A) qualify generally to do
business in any jurisdiction where it is not then so qualified, (B) take any
action that would subject it to general service of process in any such
jurisdiction where it is not then so subject or (C) subject itself to taxation
in excess of a nominal dollar amount in any such jurisdiction where it is not
then so subject.

          (i) If a Shelf Registration is filed pursuant to Section 3 hereof,
cooperate with the selling Holders of Registrable Notes and the managing
underwriter or underwriters, if any, to facilitate the timely preparation and
delivery of certificates representing Registrable Notes to be sold, which
certificates shall not bear any restrictive legends and shall be in a form
eligible for deposit with The Depository Trust Company, or the DTC; and enable
such Registrable Notes to be in such denominations and registered in such names
as the managing underwriter or underwriters, if any, or selling Holders may
request at least three (3) Business Days prior to any sale of such Registrable
Notes.

          (j) Use their reasonable best efforts to cause the Registrable Notes
or

<PAGE>

                                      -16-

Exchange Notes covered by any Registration Statement to be registered with or
approved by such other governmental agencies or authorities as may be reasonably
necessary to enable the seller or sellers thereof or the underwriter or
underwriters, if any, to consummate the disposition of such Registrable Notes or
Exchange Notes, except as may be required solely as a consequence of the nature
of such selling Holder's business, in which case the Company will cooperate in
all reasonable respects with the filing of such Registration Statement and the
granting of such approvals.

          (k) If (1) a Shelf Registration is filed pursuant to Section 3 hereof
or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, upon the occurrence of any event contemplated by Sections
5(c)(v) or 5(c)(vi) hereof, as promptly as practicable prepare and (subject to
Section 5(a) and the penultimate paragraph of this Section 5) file with the
Commission, at the sole expense of the Company, a supplement or post-effective
amendment to the Registration Statement or a supplement to the related
Prospectus or any document incorporated or deemed to be incorporated therein by
reference, or file any other required document so that, as thereafter delivered
to the purchasers of the Registrable Notes being sold thereunder or to the
purchasers of the Exchange Notes to whom such Prospectus will be delivered by a
Participating Broker-Dealer, any such Prospectus 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, in the light of the
circumstances under which they were made, not misleading.

          (1) Prior to the effective date of the first Registration Statement
relating to the Registrable Notes, (i) provide the Trustee with certificates for
the Registrable Notes in a form eligible for deposit with The Depository Trust
Company and (ii) provide a CUSIP number for the Registrable Notes.

          (m) In connection with any underwritten offering of Registrable Notes
pursuant to a Shelf Registration, enter into an underwriting agreement as is
customary in underwritten offerings of debt securities similar to the Notes and
take all such other actions as are reasonably requested by the managing
underwriter or underwriters in order to expedite or facilitate the registration
or the disposition of such Registrable Notes and, in such connection, (i) make
such representations and warranties to, and covenants with, the underwriters
with respect to the business of the Company and its subsidiaries, as then
conducted (including any acquired business, properties or entity, if
applicable), and the Registration Statement, Prospectus and documents, if any,
incorporated or deemed to be incorporated by reference therein, in each case, as
are customarily made by issuers to underwriters in underwritten offerings of
debt securities similar to the Notes, and confirm the same in writing if and
when requested, (ii) use their reasonable best efforts to obtain the written
opinions of counsel to the Company and written updates thereof in form, scope
and substance reasonably satisfactory to

<PAGE>

                                      -17-

the managing underwriter or underwriters, addressed to the underwriters covering
the matters customarily covered in opinions requested in underwritten offerings
and such other matters as may be reasonably requested by the managing
underwriter or underwriters, (iii) use their reasonable best efforts to obtain
"cold comfort" letters and updates thereof in form, scope and substance
reasonably satisfactory to the managing underwriter or underwriters from the
independent certified public accountants of the Company (and, if necessary, any
other independent certified public accountants of any subsidiary of the Company
or of any business acquired by the Company for which financial statements and
financial data are, or are required to be, included or incorporated by reference
in the Registration Statement), addressed to each of the underwriters, such
letters to be in customary form and covering matters of the type customarily
covered in "cold comfort" letters in connection with underwritten offerings and
(iv) if an underwriting agreement is entered into, the same shall contain
indemnification provisions and procedures no less favorable than those set forth
in Section 7 hereof (or such other provisions and procedures acceptable to
Holders of a majority in aggregate principal amount of Registrable Notes covered
by such Registration Statement and the managing underwriter or underwriters or
agents) with respect to all parties to be indemnified pursuant to said Section;
provided that the Issuers shall not be required to provide indemnification to
any underwriter selected in accordance with the provisions of Section 9 hereof
with respect to information relating to such underwriter furnished in writing to
the Company by or on behalf of such underwriter expressly for inclusion in such
Registration Statement. The above shall be done at each closing under such
underwriting agreement, or as and to the extent required thereunder.

          (n) If (1) a Shelf Registration is filed pursuant to Section 3 hereof
or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, make available for inspection by any selling Holder of
such Registrable Notes being sold or each such Participating Broker-Dealer, as
the case may be, any underwriter participating in any such disposition of
Registrable Notes, if any, and any attorney, accountant or other agent retained
by any such selling Holder or each such Participating Broker-Dealer, as the case
may be, or underwriter (collectively, the "Inspectors"), at the offices where
normally kept, during reasonable business hours, all financial and other
records, pertinent corporate documents and instruments of the Company and its
subsidiaries (collectively, the "Records") as shall be reasonably necessary to
enable them to exercise any applicable due diligence responsibilities, and cause
the officers, directors and employees of the Company and its subsidiaries to
supply all information reasonably requested by any such Inspector in connection
with such Registration Statement and Prospectus. Each Inspector shall agree in
writing that it will keep the Records confidential and that it will not
disclose, or use in connection with any market transactions in violation of any
applicable securities laws, any Records that the Company determines, in good
faith, to be confidential and that it notifies the Inspectors in writing are
confidential unless (i) the disclosure of such Records is necessary to avoid or
correct a misstatement or omission

<PAGE>

                                      -18-

in such Registration Statement or Prospectus, (ii) the release of such Records
is ordered pursuant to a subpoena or other order from a court of competent
jurisdiction, (iii) disclosure of such information is necessary or advisable in
the opinion of counsel for an Inspector in connection with any action, claim,
suit or proceeding, directly or indirectly, involving or potentially involving
such Inspector and arising out of, based upon, relating to or involving this
Agreement or the Purchase Agreement, or any transactions contemplated hereby or
thereby or arising hereunder or thereunder or (iv) the information in such
Records has been made generally available to the public; provided, however, that
(i) each Inspector shall agree to use reasonable best efforts to provide notice
to the Company of the potential disclosure of any information by such Inspector
pursuant to clause (i), (ii) or (iii) of this sentence to permit the Issuers to
obtain a protective order (or waive the provisions of this paragraph (n)) and
(ii) each such Inspector shall take such actions as are reasonably necessary to
protect the confidentiality of such information (if practicable) to the extent
such action is otherwise not inconsistent with an impairment of or in derogation
of the rights and interests of the Holder or any Inspector.

          (o) Provide an indenture trustee for the Registrable Notes or the
Exchange Notes, as the case may be, and cause the Indenture or the trust
indenture provided for in Section 2(b) hereof to be qualified under the TIA not
later than the effective date of the Exchange Offer or the first Registration
Statement relating to the Registrable Notes; and in connection therewith,
cooperate with the trustee under any such indenture and the Holders of the
Registrable Notes or Exchange Notes, as applicable, to effect such changes to
such indenture as may be required for such indenture to be so qualified in
accordance with the terms of the TIA; and execute, and use their reasonable best
efforts to cause such trustee to execute, all documents as may be required to
effect such changes, and all other forms and documents required to be filed with
the Commission to enable such indenture to be so qualified in a timely manner.

          (p) Comply with all applicable rules and regulations of the Commission
and make generally available to the Company's securityholders earnings
statements satisfying the provisions of Section 11 (a) of the Securities Act and
Rule 158 thereunder (or any similar rule promulgated under the Securities Act)
no later than 45 days after the end of any 12-month period (or 90 days after the
end of any 12-month period if such period is a fiscal year) (i) commencing at
the end of any fiscal quarter in which Registrable Notes or Exchange Notes are
sold to underwriters in a firm commitment or best efforts underwritten offering
and (ii) if not sold to underwriters in such an offering, commencing on the
first day of the first fiscal quarter of the Company after the effective date of
a Registration Statement, which statements shall cover said 12-month periods
consistent with the requirements of Rule 158.

          (q) Upon the request of a Holder, upon consummation of the Exchange
Offer or a Private Exchange, use their reasonable best efforts to obtain an
opinion of counsel to the Company, in a form customary for underwritten
transactions, addressed to the Trustee

<PAGE>

                                      -19-

for the benefit of all Holders of Registrable Notes participating in the
Exchange Offer or the Private Exchange, as the case may be, that the Exchange
Notes or the Private Exchange Notes, as the case may be, and the related
indenture constitute legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with its respective terms, subject
to customary exceptions and qualifications.

          (r) If the Exchange Offer or a Private Exchange is to be consummated,
upon delivery of the Registrable Notes by Holders to the Company (or to such
other Person as directed by the Company) in exchange for the Exchange Notes or
the Private Exchange Notes, as the case may be, mark, or cause to be marked, on
such Registrable Notes that such Registrable Notes are being cancelled in
exchange for the Exchange Notes or the Private Exchange Notes, as the case may
be; provided that in no event shall such Registrable Notes be marked as paid or
otherwise satisfied.

          (s) Cooperate with each seller of Registrable Notes covered by any
Registration Statement and each underwriter, if any, participating in the
disposition of such Registrable Notes and their respective counsel in connection
with any filings required to be made with the National Association of Securities
Dealers, Inc. (the "NASD").

          (t) Use their reasonable best efforts to take all other steps
reasonably necessary or advisable to effect the registration of the Exchange
Notes and/or Registrable Notes covered by a Registration Statement contemplated
hereby.

          The Company may require each seller of Registrable Notes or Exchange
Notes as to which any registration is being effected to furnish to the Company
such information regarding such seller and the distribution of such Registrable
Notes or Exchange Notes as the Company may, from time to time, reasonably
request. The Company may exclude from such registration the Registrable Notes of
any seller so long as such seller fails to furnish such information within a
reasonable time after receiving such request and in the event of such an
exclusion, the Issuers shall have no further obligation under this Agreement
(including, without limitation, the obligations under Section 4 hereof) with
respect to such seller or any subsequent Holder of such Registrable Notes. Each
seller as to which any Shelf Registration is being effected agrees to furnish
promptly to the Company all information required to be disclosed in order to
make any information previously furnished to the Company by such seller not
materially misleading.

          If any such Registration Statement refers to any Holder by name or
otherwise as the holder of any securities of the Company, then such Holder shall
have the right to require (i) the insertion therein of language, in form and
substance reasonably satisfactory to such Holder, to the effect that the holding
by such Holder of such securities is not to be construed as a recommendation by
such Holder of the investment quality of the securities covered thereby and that
such holding does not imply that such Holder will assist in meeting any future
financial requirements of the Company or (ii) in the event that such reference
to such

<PAGE>

                                      -20-

Holder by name or otherwise is not required by the Securities Act or any similar
federal statute then in force, the deletion of the reference to such Holder in
any amendment or supplement to the applicable Registration Statement filed or
prepared subsequent to the time that such reference ceases to be required.

          Each Holder of Registrable Notes and each Participating Broker-Dealer
agrees by acquisition of such Registrable Notes or Exchange Notes that, upon
actual receipt of any notice from the Company (x) of the happening of any event
of the kind described in Sections 5(c)(ii), 5(c)(iii), 5(c)(iv) or 5(c)(v)
hereof or (y) that the Board of Directors of the Company (the "Board of
Directors") has resolved that the Company has a bona fide business purpose for
doing so, then the Company may delay the filing or the effectiveness of the
Exchange Offer Registration Statement or the Shelf Registration Statement (if
not then filed or effective, as applicable) and shall not be required to
maintain the effectiveness thereof or amend or supplement the Exchange Offer
Registration Statement or the Shelf Registration, in all cases, for a period (a
"Delay Period") expiring upon the earlier to occur of (i) in the case of the
immediately preceding clause (x), such Holder's or Participating Broker-Dealer's
receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 5(k) hereof or until it is advised in writing (the "Advice") by the
Company that the use of the applicable Prospectus may be resumed, and has
received copies of any amendments or supplements thereto or (ii) in the case of
the immediately preceding clause (y), the date which is the earlier of (A) the
date on which such business purpose ceases to interfere with the Company's
obligations to file or maintain the effectiveness of any such Registration
Statement pursuant to this Agreement or (B) 60 days after the Company notifies
the Holders of such good faith determination. There shall not be more than 90
days of Delay Periods during any 12-month period. Each of the Effectiveness
Period and the Applicable Period, if applicable, shall be extended by the number
of days during any Delay Period. Any Delay Period will not alter the obligations
of the Company to pay Additional Interest under the circumstances set forth in
Section 4 hereof.

          In the event of any Delay Period pursuant to clause (y) of the
preceding paragraph, notice shall be given as soon as practicable after the
Board of Directors makes such a determination of the need for a Delay Period and
shall state, to the extent practicable, an estimate of the duration of such
Delay Period and shall advise the recipient thereof of the agreement of such
Holder provided in the next succeeding sentence. Each Holder, by his acceptance
of any Registrable Note, agrees that during any Delay Period, each Holder will
discontinue disposition of such Notes or Exchange Notes covered by such
Registration Statement or Prospectus or Exchange Notes to be sold by such Holder
or Participating Broker-Dealer, as the case may be.

          Section 6. Registration Expenses.

<PAGE>

                                      -21-

          All fees and expenses incident to the performance of or compliance
with this Agreement by the Issuers (other than any underwriting discounts or
commissions) shall be borne by the Issuers, whether or not the Exchange Offer
Registration Statement or the Shelf Registration is filed or becomes effective
or the Exchange Offer is consummated, including, without limitation, (i) all
registration and filing fees (including, without limitation, fees and expenses
of compliance with state securities or Blue Sky laws (including, without
limitation, reasonable fees and disbursements of counsel in connection with Blue
Sky qualifications of the Registrable Notes or the Exchange Notes and
determination of the eligibility of the Registrable Notes or the Exchange Notes
for investment under the laws of such jurisdictions (x) where the holders of
Registrable Notes are located, in the case of an Exchange Offer or (y) as
provided in Section 5(h) hereof, in the case of a Shelf Registration or in the
case of Exchange Notes to be sold by a Participating Broker-Dealer during the
Applicable Period)), (ii) printing expenses, including, without limitation,
expenses of printing certificates for Registrable Notes or Exchange Notes in a
form eligible for deposit with the DTC and of printing prospectuses if the
printing of prospectuses is requested by the managing underwriter or
underwriters, if any, or by the Holders of a majority in aggregate principal
amount of the Registrable Notes included in any Registration Statement or in
respect of Exchange Notes to be sold by any Participating Broker-Dealer during
the Applicable Period, as the case may be, (iii) messenger, telephone and
delivery expenses, (iv) fees and disbursements of counsel for the Company and
reasonable fees and disbursements of one special counsel for all of the sellers
of Registrable Notes (exclusive of any counsel retained pursuant to Section 7
hereof), (v) fees and disbursements of all independent certified public
accountants referred to in Section 5(m)(iii) hereof (including, without
limitation, the expenses of any special audit and "cold comfort" letters
required by or incident to such performance), (vi) Securities Act liability
insurance, if the Company desires such insurance, (vii) fees and expenses of all
other Persons retained by any of the Issuers, (viii) internal expenses of the
Issuers (including, without limitation, all salaries and expenses of officers
and employees of the Company performing legal or accounting duties), (ix) the
expense of any annual audit, (x) the fees and expenses incurred in connection
with the listing of the securities to be registered on any securities exchange,
and the obtaining of a rating of the securities, in each case, if applicable and
(xi) the expenses relating to printing, word processing and distributing all
Registration Statements, underwriting agreements, indentures and any other
documents necessary in order to comply with this Agreement. Notwithstanding the
foregoing or anything to the contrary, each Holder shall pay all underwriting
discounts and commissions of any underwriters with respect to any Registrable
Notes sold by or on behalf of it.

          Section 7. Indemnification.

          (a) Each Issuer, jointly and severally, agrees to indemnify and hold
harmless each Holder of Registrable Notes and each Participating Broker-Dealer
selling Exchange Notes during the Applicable Period, each Person, if any, who
controls any such Person within the meaning of Section 15 of the Securities Act
or Section 20(a) of the

<PAGE>

                                      -22-

Exchange Act, the agents, employees, officers and directors of each Holder and
each such Participating Broker-Dealer and the agents, employees, officers and
directors of any such controlling Person (each, a "Participant") from and
against any and all losses, liabilities, claims, damages and expenses
(including, but not limited to, reasonable attorneys' fees and any and all
reasonable out-of-pocket expenses actually incurred in investigating, preparing
or defending against any litigation, commenced or threatened, or any claim
whatsoever, and any and all reasonable amounts paid in settlement of any claim
or litigation (in the manner set forth in clause (c) below)) (collectively,
"Losses") to which they or any of them may become subject under the Securities
Act, the Exchange Act or otherwise insofar as such Losses (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement (or any
amendment thereto) or Prospectus (as amended or supplemented if the Company
shall have furnished any amendments or supplements thereto) or any preliminary
prospectus, or caused by, arising out of or based upon any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in the case of the Prospectus, in the
light of the circumstances under which they were made, not misleading, provided
that (i) the foregoing indemnity shall not be available to any Participant
insofar as such Losses are caused by any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with
information relating to such Participant furnished to the Company in writing by
or on behalf of such Participant expressly for use therein and (ii) that the
foregoing indemnity with respect to any preliminary prospectus shall not inure
to the benefit of any Participant from whom the Person asserting such Losses
purchased Registrable Notes if (x) it is established in the related proceeding
that such Participant failed to send or give a copy of the Prospectus (as
amended or supplemented if such amendment or supplement was furnished to such
Participant prior to the written confirmation of such sale) to such Person with
or prior to the written confirmation of such sale, if required by applicable law
and (y) the untrue statement or omission or alleged untrue statement or omission
was completely corrected in the Prospectus (as amended or supplemented if
amended or supplemented as aforesaid) and such Prospectus does not contain any
other untrue statement or omission or alleged untrue statement or omission that
was the subject matter of the related proceeding. This indemnity agreement will
be in addition to any liability that the Issuers may otherwise have, including,
but not limited to, liability under this Agreement.

          (b) Each Participant agrees, severally and not jointly, to indemnify
and hold harmless each Issuer, each Person, if any, who controls any Issuer
within the meaning of Section 15 of the Securities Act or Section 20(a) of the
Exchange Act, and each of their respective agents, employees, officers and
directors and the agents, employees, officers and directors of any such
controlling Person from and against any Losses to which they or any of them may
become subject under the Securities Act, the Exchange Act or otherwise insofar
as such Losses (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained in
any Registration Statement (or any

<PAGE>

                                      -23-

amendment thereto) or Prospectus (as amended or supplemented if the Company
shall have furnished any amendments or supplements thereto) or any preliminary
prospectus, or caused by, arising out of or based upon any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in the case of the Prospectus, in the
light of the circumstances under which they were made, not misleading, in each
case to the extent, but only to the extent, that any such Loss arises out of or
is based upon any untrue statement or alleged untrue statement or omission or
alleged omission made in reliance upon and in conformity with information
relating to such Participant furnished in writing to the Company by or on behalf
of such Participant expressly for use therein.

          (c) Promptly after receipt by an indemnified party under subsection
7(a) or 7(b) above of notice of the commencement of any action, suit or
proceeding (collectively, an "action"), such indemnified party shall, if a claim
in respect thereof is to be made against the indemnifying party under such
subsection, notify each party against whom indemnification is to be sought in
writing of the commencement of such action (but the failure so to notify an
indemnifying party shall not relieve such indemnifying party from any liability
that it may have under this Section 7 except to the extent that it has been
prejudiced in any material respect by such failure). In case any such action is
brought against any indemnified party, and it notifies an indemnifying party of
the commencement of such action, the indemnifying party will be entitled to
participate in such action, and to the extent it may elect by written notice
delivered to the indemnified party promptly after receiving the aforesaid notice
from such indemnified party, to assume the defense of such action with counsel
reasonably satisfactory to such indemnified party. Notwithstanding the
foregoing, the indemnified party or parties shall have the right to employ its
or their own counsel in any such action, but the reasonable fees and expenses of
such counsel shall be at the expense of such indemnified party or parties unless
(i) the employment of such counsel shall have been authorized in writing by the
indemnifying parties in connection with the defense of such action, (ii) the
indemnifying parties shall not have employed counsel to take charge of the
defense of such action within a reasonable time after notice of commencement of
the action or (iii) the named parties to such action (including any impleaded
parties) include such indemnified party and the indemnifying party or parties
(or such indemnifying parties have assumed the defense of such action) and such
indemnified party or parties shall have reasonably concluded, after consultation
with counsel, that there may be defenses available to it or them that are
different from or additional to those available to one or all of the
indemnifying parties (in which case the indemnifying parties shall not have the
right to direct the defense of such action on behalf of the indemnified party or
parties), in any of which events such reasonable fees and expenses of counsel
shall be borne by the indemnifying parties. In no event shall the indemnifying
party be liable for the reasonable fees and expenses of more than one counsel
(together with appropriate local counsel) at any time for all indemnified
parties in connection with any one action or separate but substantially similar
or related actions arising in the same jurisdiction out of the same general
allegations or circumstances. Any such separate firm for the Participants shall
be designated in writing by Participants who sold a majority in interest of

<PAGE>

                                      -24-

Registrable Notes sold by all such Participants and shall be reasonably
acceptable to the Company and any such separate firm for the Issuers, their
affiliates, officers, directors, representatives, employees and agents and such
control Person of such Issuers shall be designated in writing by such Issuers
and shall be reasonably acceptable to the Holders. An indemnifying party shall
not be liable for any settlement of any claim or action effected without its
written consent, which consent may not be unreasonably withheld. No indemnifying
party shall, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.

          (d) In order to provide for contribution in circumstances in which the
indemnification provided for in this Section 7 is for any reason held to be
unavailable from the indemnifying party, or is insufficient to hold harmless a
party indemnified under this Section 7, each indemnifying party shall contribute
to the amount paid or payable by such indemnified party as a result of such
aggregate Losses (i) in such proportion as is appropriate to reflect the
relative benefits received by each indemnifying party, on the one hand, and each
indemnified party, on the other hand, from the sale of the Notes to the Initial
Purchasers or the resale of the Registrable Notes by such Holder, as applicable
or (ii) if such allocation is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of each indemnified party, on
the one hand, and each indemnifying party, on the other hand, in connection with
the statements or omissions that resulted in such Losses, as well as any other
relevant equitable considerations. The relative benefits received by the
Issuers, on the one hand, and each Participant, on the other hand, shall be
deemed to be in the same proportion as (x) the total proceeds from the sale of
the Notes to the Initial Purchasers (net of discounts and commissions but before
deducting expenses) received by the Issuers are to (y) the total net profit
received by such Participant in connection with the sale of the Registrable
Notes. The relative fault of the parties shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Issuers or such Participant and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission or alleged statement or omission.

          (e) The parties agree that it would not be just and equitable if
contribution pursuant to this Section 7 were determined by pro rata allocation
or by any other method of allocation that does not take into account the
equitable considerations referred to above. Notwithstanding the provisions of
this Section 7, (i) in no case shall any Participant be required to contribute
any amount in excess of the amount by which the net profit received by such
Participant in connection with the sale of the Registrable Notes exceeds the
amount of any damages that such Participant has otherwise been required to pay
by reason of any untrue

<PAGE>

                                      -25-

or alleged untrue statement or omission or alleged omission and (ii) 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. Any party entitled to
contribution will, promptly after receipt of notice of commencement of any
action against such party in respect of which a claim for contribution may be
made against another party or parties under this Section 7, notify such party or
parties from whom contribution may be sought, but the omission to so notify such
party or parties shall not relieve the party or parties from whom contribution
may be sought from any obligation it or they may have under this Section 7 or
otherwise, except to the extent that it has been prejudiced in any material
respect by such failure; provided, however, that no additional notice shall be
required with respect to any action for which notice has been given under this
Section 7 for purposes of indemnification. Anything in this section to the
contrary notwithstanding, no party shall be liable for contribution with respect
to any action or claim settled without its written consent; provided, however,
that such written consent was not unreasonably withheld.

          Section 8. Rules 144 and 144A.

          The Issuers covenant that they will file the reports required, if any,
to be filed by them under the Securities Act and the Exchange Act and the rules
and regulations adopted by the Commission thereunder in a timely manner in
accordance with the requirements of the Securities Act and the Exchange Act and,
if at any time the Issuers are not required to file such reports, they will,
upon the request of any Holder or beneficial owner of Registrable Notes, make
available such information necessary to permit sales pursuant to Rule 144A of
the Securities Act. The Issuers further covenant that for so long as any
Registrable Notes remain outstanding they will take such further action as any
Holder of Registrable Notes may reasonably request from time to time to enable
such Holder to sell Registrable Notes without registration under the Securities
Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule
144A under the Securities Act, as such Rules may be amended from time to time or
(b) any similar rule or regulation hereafter adopted by the Commission.

          Section 9. Underwritten Registrations.

          If any of the Registrable Notes covered by any Shelf Registration are
to be sold in an underwritten offering, the investment banker or investment
bankers and manager or managers that will manage the offering will be selected
by the Holders of a majority in aggregate principal amount of such Registrable
Notes included in such offering and shall be reasonably acceptable to the
Company.

          No Holder of Registrable Notes may participate in any underwritten
registration hereunder if such Holder does not (a) agree to sell such Holder's
Registrable Notes on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (b)
complete and execute all questionnaires, powers of at-

<PAGE>

                                      -26-

torney, indemnities, underwriting agreements and other documents required under
the terms of such underwriting arrangements.

          Section 10. Miscellaneous.

          (a) No Inconsistent Agreements. The Issuers have not, as of the date
hereof, and shall not, after the date of this Agreement, enter into any
agreement with respect to any of their securities that is inconsistent with the
rights granted to the Holders of Registrable Notes in this Agreement or
otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not conflict with and are not inconsistent with, in any
material respect, the rights granted to the holders of any of the Issuers' other
issued and outstanding securities under any such agreements. The Issuers have
not entered and will not enter into any agreement with respect to any of their
securities which will grant to any Person piggy-back registration rights with
respect to any Registration Statement.

          (b) Adjustments Affecting Registrable Notes. The Company shall not,
directly or indirectly, take any action with respect to the Registrable Notes as
a class that would adversely affect the ability of the Holders of Registrable
Notes to include such Registrable Notes in a registration undertaken pursuant to
this Agreement.

          (c) Amendments and Waivers. The provisions of this Agreement may not
be amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given except pursuant to a written agreement
duly signed and delivered by (I) the Company (on behalf of all Issuers) and
(II)(A) the Holders of not less than a majority in aggregate principal amount of
the then outstanding Registrable Notes and (B) in circumstances that would
adversely affect the Participating Broker-Dealers, the Participating
Broker-Dealers holding not less than a majority in aggregate principal amount of
the Exchange Notes held by all Participating Broker-Dealers; provided, however,
that Section 7 hereof and this Section 10(c) may not be amended, modified or
supplemented except pursuant to a written agreement duly signed and delivered by
the Company and each Holder and each Participating Broker-Dealer (including any
Person who was a Holder or Participating Broker-Dealer of Registrable Notes or
Exchange Notes, as the case may be, disposed of pursuant to any Registration
Statement) affected by any such amendment, modification, waiver or supplement.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof with respect to a matter that relates exclusively to the rights of
Holders of Registrable Notes whose securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect, impair,
limit or compromise the rights of other Holders of Registrable Notes may be
given by Holders of at least a majority in aggregate principal amount of the
Registrable Notes being sold pursuant to such Registration Statement.

          (d) Notices. All notices and other communications (including, without
limitation, any notices or other communications to the Trustee) provided for or
permitted

<PAGE>

                                      -27-

hereunder shall be made in writing by hand-delivery, registered first-class
mail, next-day air courier or telecopier:

               (i) if to a Holder of the Registrable Notes or any Participating
     Broker-Dealer, at the most current address of such Holder or Participating
     Broker-Dealer, as the case may be, set forth on the records of the
     registrar under the Indenture.

               (ii) if to the Company or any Issuer, at the address as follows:

                      IPSCO Inc.
                      650 Warrenville Road, Suite 500
                      Lisle, Illinois
                      Telephone: (630) 810-4800
                      Fax: (630) 810-4769
                      Attention: Chief Financial Officer

               (iii) if to the Initial Purchasers, at the address as follows:

                      UBS Securities LLC
                      299 Park Avenue
                      New York, New York 10171
                      Telephone: (212) 821-3000
                      Fax number: (212) 821-6890
                      Attention: Syndicate Department

          All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; five (5) Business Days
after being deposited in the mail, postage prepaid, if mailed; when receipt is
acknowledged by the recipient's telecopier machine, if telecopied; and on the
next Business Day, if timely delivered to an air courier guaranteeing overnight
delivery.

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

          (e) Guarantors. So long as any Registrable Notes remain outstanding,
the Issuers shall cause each Person that becomes a guarantor of the Notes under
the Indenture to execute and deliver a counterpart to this Agreement which
subjects such Person to the provisions of this Agreement as a Guarantor. Each of
the Guarantors agrees to join the Company in all of its undertakings hereunder
to effect the Exchange Offer for the Exchange Notes and the filing of any Shelf
Registration Statement required hereunder.

<PAGE>

                                      -28-

          (f) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties hereto,
the Holders and the Participating Broker-Dealers; provided, however, that this
Agreement shall not inure to the benefit of or be binding upon a successor or
assign of a Holder unless and to the extent such successor or assign holds
Registrable Notes.

          (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

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

          (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS
MADE AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE ISSUERS HEREBY SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN
THE CITY OF NEW YORK IN CONNECTION WITH ANY DISPUTE RELATED TO THIS AGREEMENT OR
ANY MATTERS CONTEMPLATED HEREBY. SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR
DOCUMENT BY REGISTERED MAIL ADDRESSED TO SUCH ISSUER AT THE ADDRESS SET FORTH
ABOVE SHALL BE EFFECTIVE SERVICE OF PROCESS AGAINST SUCH ISSUER FOR ANY SUIT,
ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT. EACH OF THE ISSUERS IRREVOCABLY
AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUCH
SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH
SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT
ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. A
FINAL JUDGMENT IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT
MAY BE ENFORCED IN ANY OTHER COURTS TO WHOSE JURISDICTION SUCH ISSUER IS OR MAY
BE SUBJECT, BY SUIT UPON JUDGMENT.

          (j) Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their reasonable efforts to find and employ an alternative
means to achieve the same or substantially the same result as that contemplated
by such term,

<PAGE>

                                      -29-

provision, covenant or restriction. It is hereby stipulated and declared to be
the intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.

          (k) Securities Held by the Company or Its Affiliates. Whenever the
consent or approval of Holders of a specified percentage of Registrable Notes is
required hereunder, Registrable Notes held by the Company or any of its
affiliates (as such term is defined in Rule 405 of the Securities Act) shall not
be counted in determining whether such consent or approval was given by the
Holders of such required percentage.

          (1) Third-Party Beneficiaries. Holders and beneficial owners of
Registrable Notes and Participating Broker-Dealers are intended third-party
beneficiaries of this Agreement, and this Agreement may be enforced by such
Persons. No other Person is intended to be, or shall be construed as, a
third-party beneficiary of this Agreement.

          (m) Attorneys' Fees. As between the parties to this Agreement, in any
action or proceeding brought to enforce any provision of this Agreement, or
where any provision hereof is validly asserted as a defense, the successful
party shall be entitled to recover reasonable attorneys' fees actually incurred
in addition to its costs and expenses and any other available remedy.

          (n) Entire Agreement. This Agreement, together with the Purchase
Agreement and the Indenture, is intended by the parties as a final and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein and therein and any and all prior oral or
written agreements, representations, or warranties, contracts, understandings,
correspondence, conversations and memoranda between the Holders on the one hand
and the Company on the other, or between or among any agents, representatives,
parents, subsidiaries, affiliates, predecessors in interest or successors in
interest with respect to the subject matter hereof and thereof are merged herein
and replaced hereby.

          (o) Judgment Currency. The Issuers shall, jointly and severally,
indemnify each Purchaser, each Participating Broker-Dealer, each underwriter who
participates in an offering of Registrable Notes, their respective affiliates,
each Person, if any, who controls any of such parties within the meaning of the
Securities Act or the Exchange Act and each of their respective officers,
directors, employees and agents against any loss incurred by such party as a
result of any judgment or order being given or made in favor of such party for
any amount due under this Agreement and such judgment or order being expressed
and paid in a currency (the "Judgment Currency") other than United States
dollars and as a result of any variation as between (i) the rate of exchange at
which the United States dollar amount is converted into the Judgment Currency
for the purpose of such judgment or order and (ii) the spot rate of exchange in
The City of New York at which such party on the date of payment of such judg-

<PAGE>

                                      -30-

ment or order is able to purchase United States dollars with the amount of the
Judgment Currency actually received by such party. The foregoing indemnity shall
continue in full force and effect notwithstanding any such judgment or order as
aforesaid. The term "spot rate of exchange" shall include any premiums and costs
of exchange payable in connection with the purchase of, or conversion into,
United States dollars.

          (p) No Prospectus in Canada. For greater certainty, the parties hereto
acknowledge that nothing contained in this Agreement shall be construed as
requiring the Issuers to file a prospectus or other offering document in Canada
in respect of the Exchange Offer or a Shelf Registration or to entitle Holders
resident in Canada to obtain, upon the Exchange Offer or a Shelf Registration,
securities which are "freely tradeable" in Canada under applicable provincial
securities laws in Canada.

          (q) Taxes. Whenever in this Agreement there is mentioned, in any
context, the payment of amounts under or with respect to any of the Notes, such
mention shall be deemed to include mention of the payment of Additional Amounts
to the extent the holder of the notes is entitled to payment of Additional
Amounts pursuant to the Indenture.

<PAGE>

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

                                   IPSCO INC.


                                   By: /s/ Robert Ratliff
                                       -----------------------------------------
                                       Name:  Robert Ratliff
                                       Title: Vice President and Chief Financial
                                              Officer


                                   By: /s/ George Valentine
                                       -----------------------------------------
                                       Name:  George Valentine
                                       Title: Vice President, General Counsel
                                              and Corporate Secretary


                                   IPSCO STEEL (ALABAMA) INC.
                                   IPSCO MINNESOTA INC.
                                   IPSCO TUBULARS INC.
                                   IPSCO TEXAS INC.
                                   IPSCO STEEL INC.


                                   By: /s/ George Valentine
                                       -----------------------------------------
                                       Name:  George Valentine
                                       Title: Vice President


                                   IPSCO INVESTMENTS INC.


                                   By: /s/ George Valentine
                                       -----------------------------------------
                                       Name:  George Valentine
                                       Title: Vice President


                                   IPSCO ENTERPRISES INC.


                                   By: /s/ George Valentine
                                       -----------------------------------------
                                       Name:  George Valentine
                                       Title: Vice President

<PAGE>

                                   IPSCO ONTARIO INC.


                                   By: /s/ Robert Ratliff
                                       -----------------------------------------
                                       Name:  Robert Ratliff
                                       Title: Vice President and Treasurer


                                   By: /s/ George Valentine
                                       -----------------------------------------
                                       Name:  George Valentine
                                       Title: Vice President


                                   IPSCO RECYCLING INC.


                                   By: /s/ Robert Ratliff
                                       -----------------------------------------
                                       Name:  Robert Ratliff
                                       Title: Chairman, President and Chief
                                              Executive Officer


                                   By: /s/ George Valentine
                                       -----------------------------------------
                                       Name:  George Valentine
                                       Title: Vice President


                                   IPSCO SASKATCHEWAN INC.,


                                   By: /s/ Robert Ratliff
                                       -----------------------------------------
                                       Name:  Robert Ratliff
                                       Title: Vice President


                                   By: /s/ John Comrie
                                       -----------------------------------------
                                       Name:  John Comrie
                                       Title: Secretary


                                   IPSCO ALABAMA LTD.

                                   By: IPSCO STEEL (ALABAMA) INC.,
                                       its general partner


                                   By: /s/ Robert Ratliff
                                       -----------------------------------------
                                       Name:  Robert Ratliff
                                       Title: Treasurer

<PAGE>

                                   For itself and on behalf of the several
                                   Initial Purchasers set forth on Schedule
                                   I attached hereto.

                                   UBS SECURITIES LLC


                                   By: /s/ Dieter Hoeppli
                                       -----------------------------------------
                                       Name:  Dieter Hoeppli
                                       Title: Executive Director


                                   By: /s/ Keenan Driscoll
                                       -----------------------------------------
                                       Name:  Keenan Driscoll
                                       Title: Associate Director

                          Registration Rights Agreement

<PAGE>

                                   Schedule I

                               Initial Purchasers

UBS Securities LLC
RBC Dominion Securities Corporation
ABN AMRO Incorporated
CIBC World Markets Corp.
TD Securities (USA) Inc.
Wells Fargo Securities, LLC