<PAGE>

                                                                  EXECUTION COPY

                                                                    EXHIBIT 4.1C

                          REGISTRATION RIGHTS AGREEMENT

                                     BETWEEN

                              STEEL DYNAMICS, INC.

                                   AS ISSUER,

                                       AND

                        MORGAN STANLEY & CO. INCORPORATED

                                       AND

                              GOLDMAN, SACHS & CO.

                              AS INITIAL PURCHASERS

                          DATED AS OF DECEMBER 23, 2002
<PAGE>

      REGISTRATION RIGHTS AGREEMENT dated as of December 23, 2002 between Steel
Dynamics, a Delaware corporation (the "COMPANY"), and Morgan Stanley & Co.
Incorporated and Goldman, Sachs & Co. (the "INITIAL PURCHASERS") pursuant to the
Purchase Agreement dated December 17, 2002 (the "PURCHASE AGREEMENT"), between
the Company and the Initial Purchasers. In order to induce the Initial
Purchasers to enter into the Purchase Agreement, the Company has agreed to
provide the registration rights set forth in this Agreement. The execution of
this Agreement is a condition to the closing under the Purchase Agreement.

      The Company agrees with the Initial Purchasers, (i) for their benefit as
Initial Purchasers and (ii) for the benefit of the beneficial owners (including
the Initial Purchasers) from time to time of the Notes (as defined herein) and
the beneficial owners from time to time of the Underlying Common Stock (as
defined herein) issued upon conversion of the Notes (each of the foregoing a
"HOLDER" and together the "HOLDERS"), as follows:

      SECTION 1. Definitions. Capitalized terms used herein without definition
shall have their respective meanings set forth in the Purchase Agreement. As
used in this Agreement, the following terms shall have the following meanings:

      "AFFILIATE" means with respect to any specified person, an "affiliate," as
defined in Rule 144, of such person.

      "AMENDMENT EFFECTIVENESS DEADLINE DATE" has the meaning set forth in
Section 2(d) hereof.

      "BUSINESS DAY" means each Monday, Tuesday, Wednesday, Thursday and Friday
that is not a day on which banking institutions in The City of New York are
authorized or obligated by law or executive order to close.

      "COMMON STOCK" means the shares of common stock, par value $.01 per share,
of the Company and any other shares of common stock as may constitute "Common
Stock" for purposes of the Indenture, including the Underlying Common Stock.

      "CONVERSION PRICE" has the meaning assigned such term in the Indenture.

      "DAMAGES ACCRUAL PERIOD" has the meaning set forth in Section 2(e) hereof.

      "DAMAGES PAYMENT DATE" means each June 15 and December 15.

      "DEFERRAL NOTICE" has the meaning set forth in Section 3(h) hereof.

      "DEFERRAL PERIOD" has the meaning set forth in Section 3(h) hereof.

      "EFFECTIVENESS DEADLINE DATE" has the meaning set forth in Section 2(a)
hereof.

      "EFFECTIVENESS PERIOD" means the period commencing on the date hereof and
ending on the date that all Registrable Securities have ceased to be Registrable
Securities.


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<PAGE>

      "EVENT" has the meaning set forth in Section 2(e) hereof.

      "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the SEC promulgated thereunder.

      "FILING DEADLINE DATE" has the meaning set forth in Section 2(a) hereof.

      "HOLDER" has the meaning set forth in the second paragraph of this
Agreement.

      "INDENTURE" means the Indenture, dated as of December 23, 2002, between
the Company and Fifth Third Bank, as trustee, pursuant to which the Notes are
being issued.

      "INITIAL PURCHASERS" means Morgan Stanley & Co. Incorporated and Goldman,
Sachs & Co.

      "INITIAL SHELF REGISTRATION STATEMENT" has the meaning set forth in
Section 2(a) hereof.

      "ISSUE DATE" means December 23, 2002.

      "LIQUIDATED DAMAGES AMOUNT" has the meaning set forth in Section 2(e)
hereof.

      "MATERIAL EVENT" has the meaning set forth in Section 3(h) hereof.

      "NOTES" means the 4% Convertible Subordinated Notes Due 2012 of the
Company to be purchased pursuant to the Purchase Agreement.

      "NOTICE AND QUESTIONNAIRE" means a written notice delivered to the Company
containing substantially the information called for by the Selling
Securityholder Notice and Questionnaire attached as Annex A to the Offering
Memorandum of the Company dated December 17, 2002 relating to the Notes.

      "NOTICE HOLDER" means, on any date, any Holder that has delivered a Notice
and Questionnaire to the Company on or prior to such date.

      "PURCHASE AGREEMENT" has the meaning set forth in the preamble hereof.

      "PROSPECTUS" means the prospectus included in any Registration Statement
(including, without limitation, a prospectus that discloses 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 amendment or prospectus supplement, including
post-effective amendments, and all materials incorporated by reference or
explicitly deemed to be incorporated by reference in such Prospectus.

      "RECORD HOLDER" means with respect to any Damages Payment Date relating to
any Notes or Underlying Common Stock as to which any Liquidated Damages Amount
has accrued, the registered holder of such Note or Underlying Common Stock on
the June 1 immediately preceding a Damages Payment Date occurring on a June 15,
and on the December 1 immediately preceding a Damages Payment Date occurring on
a December 15.


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<PAGE>

      "REGISTRABLE SECURITIES" means the Notes until such Notes have been
converted into or exchanged for the Underlying Common Stock and, at all times
subsequent to any such conversion, the Underlying Common Stock and any
securities into or for which such Underlying Common Stock has been converted or
exchanged, and any security issued with respect thereto upon any stock dividend,
split or similar event until, in the case of any such security, (A) the earliest
of (i) its effective registration under the Securities Act and resale in
accordance with the Registration Statement covering it, (ii) expiration of the
holding period that would be applicable thereto, under Rule 144(k) or (iii) its
sale to the public pursuant to Rule 144 (or any similar provision then in force,
but not Rule 144A) under the Securities Act, and (B) as a result of the event or
circumstance described in any of the foregoing clauses (i) through (iii), the
legend with respect to transfer restrictions required under the Indenture is
removed or removable in accordance with the terms of the Indenture or such
legend, as the case may be.

      "REGISTRATION STATEMENT" means any registration statement of the Company
that covers any of the Registrable Securities pursuant to the provisions of this
Agreement, including the Prospectus, amendments and supplements to such
registration statement, including post-effective amendments, all exhibits and
all materials incorporated by reference or explicitly deemed to be incorporated
by reference in such registration statement.

      "RESTRICTED SECURITIES" means "Restricted Securities" as defined in Rule
144.

      "RULE 144" means Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC.

      "RULE 144A" means Rule 144A under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC.

      "SEC" means the Securities and Exchange Commission.

      "SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated by the SEC thereunder.

      "SHELF REGISTRATION STATEMENT" has the meaning set forth in Section 2(a)
hereof.

      "SPECIAL COUNSEL" means Shearman & Sterling or one such other successor
counsel as shall be specified by the Holders of a majority of all Registrable
Securities, but which may, with the written consent of the Initial Purchasers
(which shall not be unreasonably withheld), be another nationally recognized law
firm experienced in securities law matters designated by the Company, the
reasonable fees and expenses of which will be paid by the Company pursuant to
Section 5 hereof. Throughout this Agreement, for purposes of determining the
holders of a majority of Registrable Securities in this definition, Holders of
Notes shall be deemed to be the Holders of the number of shares of Underlying
Common Stock into which such Notes are or would be convertible as of the date
the consent is requested.

      "SUBSEQUENT SHELF REGISTRATION STATEMENT" has the meaning set forth in
Section 2(b) hereof.

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


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<PAGE>

      "TRUSTEE" means Fifth Third Bank, the Trustee under the Indenture.

      "UNDERLYING COMMON STOCK" means the Common Stock into which the Notes are
convertible or issued upon any such conversion.

      SECTION 2. Shelf Registration. (a) The Company shall use its reasonable
best efforts to prepare and file or cause to be prepared and filed with the SEC,
as soon as practicable but in any event by the date (the "FILING DEADLINE DATE")
ninety (90) days after the Issue Date, a Registration Statement for an offering
to be made on a delayed or continuous basis pursuant to Rule 415 of the
Securities Act (a "SHELF REGISTRATION STATEMENT") registering the resale from
time to time by Holders thereof of all of the Registrable Securities (the
"INITIAL SHELF REGISTRATION STATEMENT"). The Initial Shelf Registration
Statement shall be on Form S-3 or another appropriate form permitting
registration of such Registrable Securities for resale by such Holders in
accordance with the methods of distribution elected by the Holders and set forth
in the Initial Shelf Registration Statement. The Company shall use its
reasonable best efforts to cause the Initial Shelf Registration Statement to be
declared effective under the Securities Act as promptly as is practicable but in
any event by the date (the "EFFECTIVENESS DEADLINE DATE") that is one hundred
eighty (180) days after the Issue Date, and to keep the Initial Shelf
Registration Statement (or any Subsequent Shelf Registration Statement)
continuously effective under the Securities Act until the expiration of the
Effectiveness Period. At the time the Initial Shelf Registration Statement is
declared effective, each Holder that became a Notice Holder on or prior to the
date ten (10) Business Days prior to such time of effectiveness shall be named
as a selling securityholder in the Initial Shelf Registration Statement and the
related Prospectus in such a manner as to permit such Holder to deliver such
Prospectus to purchasers of Registrable Securities in accordance with applicable
law. None of the Company's security holders (other than the Holders of
Registrable Securities) shall have the right to include any of the Company's
securities in the Shelf Registration Statement.

      (b) If the Initial Shelf Registration Statement or any Subsequent Shelf
Registration Statement ceases to be effective for any reason at any time during
the Effectiveness Period (other than because all Registrable Securities
registered thereunder shall have been resold pursuant thereto or shall have
otherwise ceased to be Registrable Securities), the Company shall use its
reasonable best efforts to obtain the prompt withdrawal of any order suspending
the effectiveness thereof, and in any event shall within thirty (30) days of
such cessation of effectiveness amend the Shelf Registration Statement in a
manner reasonably expected to obtain the withdrawal of the order suspending the
effectiveness thereof, or file an additional Shelf Registration Statement
covering all of the securities that as of the date of such filing are
Registrable Securities (a "SUBSEQUENT SHELF REGISTRATION STATEMENT"). If a
Subsequent Shelf Registration Statement is filed, the Company shall use its
reasonable best efforts to cause the Subsequent Shelf Registration Statement to
become effective as promptly as is practicable after such filing and to keep
such Registration Statement (or subsequent Shelf Registration Statement)
continuously effective until the end of the Effectiveness Period.

      (c) The Company shall supplement and amend the Shelf Registration
Statement if required by the rules, regulations or instructions applicable to
the registration form used by the Company for such Shelf Registration Statement,
if required by the Securities Act or as necessary to name a Notice Holder as a
selling securityholder pursuant to Section (d) below.


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<PAGE>

      (d) Each Holder agrees that if such Holder wishes to sell Registrable
Securities pursuant to a Shelf Registration Statement and related Prospectus, it
will do so only in accordance with this Section 2(d) and Section 3(h). Following
the date that the Initial Shelf Registration Statement is declared effective,
each Holder wishing to sell Registrable Securities pursuant to a Shelf
Registration Statement and related Prospectus agrees to deliver a Notice and
Questionnaire to the Company at least three (3) Business Days prior to any
intended distribution of Registrable Securities under the Shelf Registration
Statement. Each holder who elects to sell Registrable Securities pursuant to a
Shelf Registration Statement agrees, by submitting a Notice and Questionnaire to
the Company, it will be bound by the terms and conditions of the Notice and
Questionnaire and this Agreement. From and after the date the Initial Shelf
Registration Statement is declared effective, the Company shall, as promptly as
practicable after the date a Notice and Questionnaire is delivered pursuant to
Section 8(c) hereof, and in any event upon the later of (x) fifteen (15)
Business Days after such date or (y) fifteen (15) Business Days after the
expiration of any Deferral Period in effect when the Notice and Questionnaire is
delivered or put into effect within fifteen (15) Business Days of such delivery
date:

            (i) if required by applicable law, file with the SEC a
      post-effective amendment to the Shelf Registration Statement or prepare
      and, if required by applicable law, file a supplement to the related
      Prospectus or a supplement or amendment to any document incorporated
      therein by reference or file any other required document so that the
      Holder delivering such Notice and Questionnaire is named as a selling
      securityholder in the Shelf Registration Statement and the related
      Prospectus in such a manner as to permit such Holder to deliver such
      Prospectus to purchasers of the Registrable Securities in accordance with
      applicable law and, if the Company shall file a post-effective amendment
      to the Shelf Registration Statement, use its reasonable best efforts to
      cause such post-effective amendment to be declared effective under the
      Securities Act as promptly as is practicable, but in any event by the date
      (the "AMENDMENT EFFECTIVENESS DEADLINE DATE") that is forty-five (45) days
      after the date such post-effective amendment is required by this clause to
      be filed;

            (ii) provide such Holder copies of any documents filed pursuant to
      Section 2(d)(i); and

            (iii) notify such Holder as promptly as practicable after the
      effectiveness under the Securities Act of any post-effective amendment
      filed pursuant to Section 2(d)(i);

provided, that if such Notice and Questionnaire is delivered during a Deferral
Period, the Company shall so inform the Holder delivering such Notice and
Questionnaire and shall take the actions set forth in clauses (i), (ii) and
(iii) above upon expiration of the Deferral Period in accordance with Section
3(h). Notwithstanding anything contained herein to the contrary, (i) the Company
shall be under no obligation to name any Holder that is not a Notice Holder as a
selling securityholder in any Registration Statement or related Prospectus and
(ii) the Amendment Effectiveness Deadline Date shall be extended by up to ten
(10) Business Days from the expiration of a Deferral Period (and the Company
shall incur no obligation to pay Liquidated Damages during such extension or
during such Deferral Period) if such Deferral Period shall be in effect on the
Amendment Effectiveness Deadline Date.


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<PAGE>

      (e) The parties hereto agree that the Holders of Registrable Securities
will suffer damages, and that it would not be feasible to ascertain the extent
of such damages with precision, if, other than as permitted hereunder,

            (i) the Initial Shelf Registration Statement has not been filed on
      or prior to the Filing Deadline Date,

            (ii) the Initial Shelf Registration Statement has not been declared
      effective under the Securities Act on or prior to the Effectiveness
      Deadline Date,

            (iii) the Company has failed to perform its obligations set forth in
      Section 2(d)(i) within the time period required therein,

            (iv) any post-effective amendment to a Shelf Registration Statement
      filed pursuant to Section 2(d)(i) has not become effective under the
      Securities Act on or prior to the Amendment Effectiveness Deadline Date,
      or

            (v) the aggregate duration of Deferral Periods in any period exceeds
      the number of days permitted in respect of such period pursuant to Section
      3(h) hereof.

Each event described in any of the foregoing clauses (i) through (v) is
individually referred to herein as an "EVENT." For purposes of this Agreement,
each Event set forth above shall begin and end on the dates set forth in the
table set forth below:

<TABLE>
<CAPTION>
       Type of
       Event by                   Beginning                          Ending
        Clause                      Date                              Date
        ------                      ----                              ----
<S>                      <C>                                <C>
         (i)             Filing Deadline Date               the date the Initial Shelf
                                                            Registration Statement is
                                                            filed

        (ii)             Effectiveness Deadline Date        the date the Initial Shelf
                                                            Registration Statement becomes
                                                            effective under the Securities
                                                            Act

       (iii)             the date by which the              the date the Company performs
                         Company is required to             its obligations set forth in
                         perform its obligations under      Section 2(d)
                         Section 2(d)
</TABLE>

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<PAGE>

<TABLE>
<CAPTION>
       Type of
       Event by                   Beginning                          Ending
        Clause                      Date                              Date
        ------                      ----                              ----
<S>                      <C>                                <C>
        (iv)             the Amendment Effectiveness        the date the applicable
                         Deadline Date                      post-effective amendment to a
                                                            Shelf Registration Statement
                                                            becomes effective under the
                                                            Securities Act

         (v)             the date on which the              termination of the Deferral
                         aggregate duration of Deferral     Period that caused the limit
                         Periods in any period exceeds      on the aggregate duration of
                         the number of days                 Deferral Periods to be
                         permitted by Section 3(h)          exceeded
</TABLE>

For purposes of this Agreement, Events shall begin on the dates set forth in the
table above and shall continue until the ending dates set forth in the table
above.

      Commencing on (and including) any date that an Event has begun and ending
on (but excluding) the next date on which there are no Events that have occurred
and are continuing (a "DAMAGES ACCRUAL PERIOD"), the Company shall pay, as
liquidated damages and not as a penalty, to Record Holders of Registrable
Securities an amount (the "LIQUIDATED DAMAGES AMOUNT") accruing, for each day in
the Damages Accrual Period, (i) in respect of any Note, at a rate per annum
equal to 0.5% of the aggregate principal amount of the Notes outstanding until
the Registration Statement is filed or made effective or during the additional
period the Prospectus is unavailable and (ii) in respect of each share of
Underlying Common Stock at a rate per annum equal to 0.5% of the Conversion
Price on such date, as the case may be; provided that in the case of a Damages
Accrual Period that is in effect solely as a result of an Event of the type
described in clause (iii) or (iv) of the preceding paragraph, such Liquidated
Damages Amount shall be paid only to the Holders (as set forth in the succeeding
paragraph) that have delivered Notices and Questionnaires that caused the
Company to incur the obligations set forth in Section 2(d) the non-performance
of which is the basis of such Event. In calculating the Liquidated Damages
Amount on any date on which no Notes are outstanding, the Conversion Price and
the Liquidated Damages Amount payable with respect to shares of Common Stock
which are Registrable Securities, shall be calculated as if the Notes were still
outstanding. Notwithstanding the foregoing, no Liquidated Damages Amount shall
accrue as to any Registrable Security from and after the earlier of (x) the date
such security is no longer a Registrable Security and (y) expiration of the
Effectiveness Period. The rate of accrual of the Liquidated Damages Amount with
respect to any period shall not exceed the rate provided for in this paragraph
notwithstanding the occurrence of multiple concurrent Events.

      The Liquidated Damages Amount shall accrue from the first day of the
applicable Damages Accrual Period, and shall be payable on each Damages Payment
Date during the Damage Accrual Period (and on the Damages Payment Date next
succeeding the end of the Damages Accrual Period if the Damage Accrual Period
does not end on a Damages Payment


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<PAGE>

Date) to the Record Holders of the Registrable Securities entitled thereto;
provided that any Liquidated Damages Amount accrued with respect to any Note or
portion thereof redeemed by the Company on a redemption date or converted into
Underlying Common Stock on a conversion date prior to the Damages Payment Date,
shall, in any such event, be paid instead to the Holder who submitted such Note
or portion thereof for redemption or conversion on the applicable redemption
date or conversion date, as the case may be, on such date (or promptly following
the conversion date, in the case of conversion); provided further that, in the
case of an Event of the type described in clause (iii) or (iv) of the first
paragraph of this Section 2(e), such Liquidated Damages Amount shall be paid
only to the Holders entitled thereto pursuant to such first paragraph by check
mailed to the address set forth in the Notice and Questionnaire delivered by
such Holder. The Trustee shall be entitled, on behalf of registered holders of
Notes or Underlying Common Stock, to seek any available remedy for the
enforcement of this Agreement, including for the payment of such Liquidated
Damages Amount. Notwithstanding the foregoing, the parties agree that the sole
damages payable for a violation of the terms of this Agreement with respect to
which liquidated damages are expressly provided shall be such liquidated
damages. Nothing shall preclude any Holder from pursuing or obtaining specific
performance or other equitable relief with respect to this Agreement.

      All of the Company's obligations set forth in this Section 2(e) that are
outstanding with respect to any Registrable Security at the time such security
ceases to be a Registrable Security shall survive until such time as all such
obligations with respect to such security have been satisfied in full
(notwithstanding termination of this Agreement pursuant to Section 8(k)).

      The parties hereto agree that the liquidated damages provided for in this
Section 2(e) constitute a reasonable estimate of the damages that may be
incurred by Holders of Registrable Securities by reason of the failure of the
Shelf Registration Statement to be filed or declared effective or available for
effecting resales of Registrable Securities in accordance with the provisions
hereof.

      SECTION 3. Registration Procedures. In connection with the registration
obligations of the Company under Section 2 hereof, during the Effectiveness
Period, the Company shall:

            (a) Prepare and file with the SEC a Registration Statement or
      Registration Statements on any appropriate form under the Securities Act
      available for the sale of the Registrable Securities by the Holders
      thereof in accordance with the intended method or methods of distribution
      thereof, and use its reasonable best efforts to cause each such
      Registration Statement to become effective and remain effective as
      provided herein; provided that before filing any Registration Statement or
      Prospectus or any amendments or supplements thereto with the SEC (but
      excluding reports filed with the SEC under the Exchange Act), furnish to
      the Initial Purchasers and the Special Counsel of such offering, if any,
      copies of all such documents proposed to be filed at least three (3)
      Business Days prior to the filing of such Registration Statement or
      amendment thereto or Prospectus or supplement thereto.

            (b) Subject to Section 3(h), prepare and file with the SEC such
      amendments and post-effective amendments to each Registration Statement as
      may be necessary to keep such Registration Statement continuously
      effective for the applicable period


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<PAGE>

      specified in Section 2(a); cause the related Prospectus to be supplemented
      by any required prospectus supplement, and as so supplemented to be filed
      pursuant to Rule 424 (or any similar provisions then in force) under the
      Securities Act; and use its reasonable best efforts to comply with the
      provisions of the Securities Act applicable to it with respect to the
      disposition of all securities covered by such Registration Statement
      during the Effectiveness Period in accordance with the intended methods of
      disposition by the sellers thereof set forth in such Registration
      Statement as so amended or such Prospectus as so supplemented.

            (c) As promptly as practicable give notice to the Notice Holders,
      the Initial Purchasers and the Special Counsel, (i) when any Prospectus,
      prospectus supplement, Registration Statement or post-effective amendment
      to a Registration Statement has been filed with the SEC and, with respect
      to a Registration Statement or any post-effective amendment, when the same
      has been declared effective, (ii) of any request, following the
      effectiveness of the Initial Shelf Registration Statement under the
      Securities Act, by the SEC or any other federal or state governmental
      authority for amendments or supplements to any Registration Statement or
      related Prospectus or for additional information relating to the Shelf
      Registration Statement, (iii) of the issuance by the SEC or any other
      federal or state governmental authority of any stop order suspending the
      effectiveness of any Registration Statement or the initiation or
      threatening of any proceedings for that purpose, (iv) of the receipt by
      the Company of any notification with respect to the suspension of the
      qualification or exemption from qualification of any of the Registrable
      Securities for sale in any jurisdiction or the initiation or threatening
      of any proceeding for such purpose, (v) of the occurrence of, but not the
      nature of or details concerning, a Material Event and (vi) of the
      determination by the Company that a post-effective amendment to a
      Registration Statement will be filed with the SEC, which notice may, at
      the discretion of the Company (or as required pursuant to Section 3(h)),
      state that it constitutes a Deferral Notice, in which event the provisions
      of Section 3(h) shall apply.

            (d) Use its reasonable best efforts to obtain the withdrawal of any
      order suspending the effectiveness of a Registration Statement or the
      lifting of any suspension of the qualification (or exemption from
      qualification) of any of the Registrable Securities for sale in any
      jurisdiction in which they have been qualified for sale, in either case at
      the earliest possible moment, and provide immediate notice to each Notice
      Holder and the Initial Purchaser of the withdrawal of any such order.

            (e) As promptly as practicable furnish to each Notice Holder, the
      Special Counsel and the Initial Purchaser, upon request and without
      charge, at least one (1) conformed copy of the Registration Statement and
      any amendment thereto, including exhibits and if requested, all documents
      incorporated or deemed to be incorporated therein by reference.

            (f) Deliver to each Notice Holder, the Special Counsel, if any, and
      the Initial Purchaser, in connection with any sale of Registrable
      Securities pursuant to a Registration Statement, without charge, as many
      copies of the Prospectus or Prospectuses relating to such Registrable
      Securities (including each preliminary prospectus) and any amendment or
      supplement thereto as such Notice Holder may reasonably request; and the


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<PAGE>

      Company hereby consents (except during such periods that a Deferral Notice
      is outstanding and has not been revoked) to the use of such Prospectus or
      each amendment or supplement thereto by each Notice Holder in connection
      with any offering and sale of the Registrable Securities covered by such
      Prospectus or any amendment or supplement thereto in the manner set forth
      therein.

            (g) Prior to any public offering of the Registrable Securities
      pursuant to a Registration Statement, use its reasonable best efforts to
      register or qualify or cooperate with the Notice Holders and the Special
      Counsel in connection with the registration or qualification (or exemption
      from such registration or qualification) of such Registrable Securities
      for offer and sale under the securities or Blue Sky laws of such
      jurisdictions within the United States as any Notice Holder reasonably
      requests in writing (which request may be included in the Notice and
      Questionnaire); prior to any public offering of the Registrable Securities
      pursuant to the Shelf Registration Statement, use its reasonable best
      efforts to keep each such registration or qualification (or exemption
      therefrom) effective during the Effectiveness Period in connection with
      such Notice Holder's offer and sale of Registrable Securities pursuant to
      such registration or qualification (or exemption therefrom) and do any and
      all other acts or things reasonably necessary or advisable to enable the
      disposition in such jurisdictions of such Registrable Securities in the
      manner set forth in the relevant Registration Statement and the related
      Prospectus; provided that the Company will not be required to (i) qualify
      as a foreign corporation or as a dealer in securities in any jurisdiction
      where it would not otherwise be required to qualify but for this Agreement
      or (ii) take any action that would subject it to general service of
      process in suits or to taxation in any such jurisdiction where it is not
      then so subject.

            (h) Upon (A) the issuance by the SEC of a stop order suspending the
      effectiveness of the Shelf Registration Statement or the initiation of
      proceedings with respect to the Shelf Registration Statement under Section
      8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the
      existence of any fact (a "MATERIAL EVENT") as a result of which any
      Registration Statement shall 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, or any Prospectus
      shall 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, or (C) the occurrence or existence of any
      pending corporate development that, in the reasonable discretion of the
      Company, makes it appropriate to suspend the availability of the Shelf
      Registration Statement and the related Prospectus:

                  (i) in the case of clause (B) above, subject to the next
            sentence, as promptly as practicable prepare and file, if necessary
            pursuant to applicable law, a post-effective amendment to such
            Registration Statement or a supplement to the related Prospectus or
            any document incorporated therein by reference or file any other
            required document that would be incorporated by reference into such
            Registration Statement and Prospectus so that such Registration
            Statement does 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 such
            Prospectus does not contain any untrue statement of a material fact
            or omit to state any material


                                       11
<PAGE>

            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, as thereafter delivered to the
            purchasers of the Registrable Securities being sold thereunder, and,
            in the case of a post-effective amendment to a Registration
            Statement, subject to the next sentence, use its reasonable best
            efforts to cause it to be declared effective as promptly as is
            practicable, and

                  (ii) give notice to the Notice Holders, and the Special
            Counsel, if any, that the availability of the Shelf Registration
            Statement is suspended (a "DEFERRAL NOTICE") and, upon receipt of
            any Deferral Notice, each Notice Holder agrees not to sell any
            Registrable Securities pursuant to the Registration Statement until
            such Notice Holder's receipt of copies of the supplemented or
            amended Prospectus provided for in clause (i) above, or until it is
            advised in writing by the Company that the Prospectus may be used,
            and has received copies of any additional or supplemental filings
            that are incorporated or deemed incorporated by reference in such
            Prospectus.

The Company will use its reasonable best efforts to ensure that the use of the
Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is
practicable, (y) in the case of clause (B) above, as soon as, in the sole
judgment of the Company, public disclosure of such Material Event would not be
prejudicial to or contrary to the interests of the Company or, if necessary to
avoid unreasonable burden or expense, as soon as practicable thereafter and (z)
in the case of clause (C) above, as soon as in the reasonable discretion of the
Company, such suspension is no longer appropriate. The Company shall be entitled
to exercise its right under this Section 3(h) to suspend the availability of the
Shelf Registration Statement or any Prospectus, without incurring or accruing
any obligation to pay liquidated damages pursuant to Section 2(e) (the "DEFERRAL
PERIOD"); provided that the aggregate duration of any Deferral Periods shall not
exceed 30 days in any three month period (or 60 days in any three month period
in the event of a Material Event pursuant to which the Company has delivered a
second notice as required below) or 90 days in any twelve (12) month period;
provided that in the case of a Material Event relating to an acquisition or a
probable acquisition or financing, recapitalization, business combination or
other similar transaction, the Company may, without incurring any obligation to
pay liquidated damages pursuant to Section 2(e), deliver to Notice Holders a
second notice to the effect set forth above, which shall have the effect of
extending the Deferral Period by up to an additional 30 days, or such shorter
period of time as is specified in such second notice.

            (i) If reasonably requested in writing in connection with a
      disposition of Registrable Securities pursuant to a Registration
      Statement, make reasonably available for inspection during normal business
      hours by a representative for the Notice Holders of such Registrable
      Securities, any broker-dealers, underwriters, attorneys and accountants
      retained by such Notice Holders, and any attorneys or other agents
      retained by a broker-dealer or underwriter engaged by such Notice Holders,
      all relevant financial and other records and pertinent corporate documents
      and properties of the Company and its


                                       12
<PAGE>

      subsidiaries, and cause the appropriate officers, directors and employees
      of the Company and its subsidiaries to make reasonably available for
      inspection during normal business hours on reasonable notice all relevant
      information reasonably requested by such representative for the Notice
      Holders, or any such broker-dealers, underwriters, attorneys or
      accountants in connection with such disposition, in each case as is
      customary for similar "due diligence" examinations; provided that such
      persons shall first agree in writing with the Company that any information
      that is reasonably designated by the Company as confidential at the time
      of delivery of such information shall be kept confidential by such persons
      and shall be used solely for the purposes of exercising rights under this
      Agreement, unless (i) disclosure of such information is required by court
      or administrative order or is necessary to respond to inquiries of
      regulatory authorities, (ii) disclosure of such information is required by
      law (including any disclosure requirements pursuant to federal securities
      laws in connection with the filing of any Registration Statement or the
      use of any prospectus referred to in this Agreement), (iii) such
      information becomes generally available to the public other than as a
      result of a disclosure or failure to safeguard by any such person or (iv)
      such information becomes available to any such person from a source other
      than the Company and such source is not bound by a confidentiality
      agreement, and provided further that the foregoing inspection and
      information gathering shall, to the greatest extent possible, be
      coordinated on behalf of all the Notice Holders and the other parties
      entitled thereto by the counsel referred to in Section 5. Any person
      legally compelled to disclose any such confidential information made
      available for inspection shall provide the Company with prompt prior
      written notice of such requirement so that the Company may seek a
      protective order or other appropriate remedy.

            (j) Comply with all applicable rules and regulations of the SEC and
      make generally available to its securityholders earning statements (which
      need not be audited) satisfying the provisions of Section 11(a) of the
      Securities Act and Rule 158 thereunder (or any similar rule promulgated
      under the Securities Act) for a 12-month period commencing on the first
      day of the first fiscal quarter of the Company commencing after the
      effective date of a Registration Statement, which statements shall be made
      available no later than 45 days after the end of the 12-month period or 90
      days if the 12-month period coincides with the fiscal year of the Company.

            (k) Cooperate with each Notice Holder to facilitate the timely
      preparation and delivery of certificates representing Registrable
      Securities sold or to be sold pursuant to a Registration Statement, which
      certificates shall not bear any restrictive legends, and cause such
      Registrable Securities to be in such denominations as are permitted by the
      Indenture and registered in such names as such Notice Holder may request
      in writing at least two (2) Business Day prior to any sale of such
      Registrable Securities.

            (l) Provide a CUSIP number for all Registrable Securities covered by
      each Registration Statement not later than the effective date of such
      Registration Statement and provide the Trustee and the transfer agent for
      the Common Stock with printed certificates for the Registrable Securities
      that are in a form eligible for deposit with The Depository Trust Company.


                                       13
<PAGE>

            (m) Cooperate and assist in any filings required to be made with the
      National Association of Securities Dealers, Inc.

            (n) In the case of a Shelf Registration Statement involving an
      underwritten offering, the Company shall enter into such customary
      agreements (including, if requested, an underwriting agreement in
      customary form) and take all such other action, if any, as Holders of a
      majority of the Registrable Securities being sold or any managing
      underwriters shall reasonably request in order to facilitate any
      disposition of Notes and Underlying Common Stock pursuant to such Shelf
      Registration Statement, including, without limitation, (i) using its
      reasonable efforts to cause its counsel to deliver an opinion or opinions
      in customary form, (ii) using its reasonable efforts to cause its officers
      to execute and deliver all customary documents and certificates and (iii)
      using its reasonable efforts to cause its independent public accountants
      to provide a comfort letter or letters in customary form.

            (o) Upon (i) the filing of the Initial Shelf Registration Statement
      and (ii) the effectiveness of the Initial Shelf Registration Statement,
      announce the same, in each case by release to Reuters Economic Services
      and Bloomberg Business News.

      SECTION 4. Holder's Obligations. Each Holder agrees, by acquisition of the
Registrable Securities, that no Holder shall be entitled to sell any of such
Registrable Securities pursuant to a Registration Statement or to receive a
Prospectus relating thereto, unless such Holder has furnished the Company with a
Notice and Questionnaire as required pursuant to Section 2(d) hereof (including
the information required to be included in such Notice and Questionnaire) and
the information set forth in the next sentence. Each Notice Holder agrees
promptly to furnish to the Company all information required to be disclosed in
order to make the information previously furnished to the Company by such Notice
Holder not misleading and any other information regarding such Notice Holder and
the distribution of such Registrable Securities as the Company may from time to
time reasonably request. Any sale of any Registrable Securities by any Holder
shall constitute a representation and warranty by such Holder that the
information relating to such Holder and its plan of distribution is as set forth
in the Prospectus delivered by such Holder in connection with such disposition,
that such Prospectus does not as of the time of such sale contain any untrue
statement of a material fact relating to or provided by such Holder or its plan
of distribution and that such Prospectus does not as of the time of such sale
omit to state any material fact relating to or provided by such Holder or its
plan of distribution necessary to make the statements in such Prospectus, in the
light of the circumstances under which they were made, not misleading.

      SECTION 5. Registration Expenses. The Company shall bear all fees and
expenses incurred in connection with the performance by the Company of its
obligations under Sections 2 and 3 of this Agreement whether or not any
Registration Statement is declared effective. Such fees and expenses shall
include, without limitation, (i) all registration and filing fees (including,
without limitation, fees and expenses (x) with respect to filings required to be
made with the National Association of Securities Dealers, Inc. and (y) of
compliance with federal and state securities or Blue Sky laws (including,
without limitation, reasonable fees and disbursements of the Special Counsel in
connection with Blue Sky qualifications of the Registrable Securities under the
laws of such jurisdictions as Notice Holders of a majority of the Registrable
Securities


                                       14
<PAGE>

being sold pursuant to a Registration Statement may designate), (ii) printing
expenses (including, without limitation, expenses of printing certificates for
Registrable Securities in a form eligible for deposit with The Depository Trust
Company), (iii) duplication expenses relating to copies of any Registration
Statement or Prospectus delivered to any Holders hereunder, (iv) fees and
disbursements of counsel for the Company in connection with the Shelf
Registration Statement, (v) reasonable fees and disbursements of the Trustee and
its counsel and of the registrar and transfer agent for the Common Stock and
(vi) any Securities Act liability insurance obtained by the Company in its sole
discretion. In addition, the Company shall pay the internal expenses of the
Company (including, without limitation, all salaries and expenses of officers
and employees performing legal or accounting duties), the expense of any annual
audit, the fees and expenses incurred in connection with the listing by the
Company of the Registrable Securities on any securities exchange on which
similar securities of the Company are then listed and the fees and expenses of
any person, including special experts, retained by the Company. Notwithstanding
the provisions of this Section 5, each seller of Registrable Securities shall
pay selling expenses, including any underwriting discount and commissions, and
all registration expenses to the extent required by applicable law.

      SECTION 6. Indemnification and Contribution.

      (a) Indemnification by the Company. The Company agrees to indemnify and
hold harmless each Notice Holder, each person, if any, who controls any Notice
Holder within the meaning of either Section 15 of the Securities Act or Section
20 of the Exchange Act, from and against any and all losses, claims, damages and
liabilities (including, without limitation, any legal or other expenses
reasonably incurred in connection with defending or investigating any such
action or claim) caused by any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement or any amendment thereof,
any preliminary prospectus or the Prospectus (as amended or supplemented if the
Company shall have furnished any amendments or supplements thereto), caused by
any omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages or liabilities are caused by any
such untrue statement or omission or alleged untrue statement or omission based
upon information relating to any Holder furnished to the Company in writing by
such Holder expressly for use therein; provided that the indemnification
contained in this paragraph shall not inure to the benefit of any Holder (or to
the benefit of any person controlling such Holder) on account of any such
losses, claims, damages or liabilities caused by any untrue statement or alleged
untrue statement or omission or alleged omission made in any preliminary
prospectus provided in each case the Company has performed its obligations under
Section 3(a) hereof if either (A) (i) such Holder failed to send or deliver a
copy of the Prospectus with or prior to the delivery of written confirmation of
the sale by such Holder to the person asserting the claim from which such
losses, claims, damages or liabilities arise and (ii) the Prospectus would have
corrected such untrue statement or alleged untrue statement or such omission or
alleged omission, or (B) (x) such untrue statement or alleged untrue statement,
omission or alleged omission is corrected in an amendment or supplement to the
Prospectus and (y) having previously been furnished by or on behalf of the
Company with copies of the Prospectus as so amended or supplemented, such Holder
thereafter fails to deliver such Prospectus as so amended or supplemented, with
or prior to the delivery of written confirmation of the sale of a Registrable
Security to the person asserting the claim from which such losses, claims,
damages or liabilities arise. In connection


                                       15
<PAGE>

with any underwritten offering pursuant to Section 8, the Company will also
indemnify the underwriters, if any, their officers and directors and each person
who controls such underwriters (within the meaning of the Securities Act and the
Exchange Act) to the same extent as provided herein with respect to the
indemnification of the Holders, if requested in connection with any Registration
Statement.

      (b) Indemnification by Holders. Each Holder agrees severally and not
jointly to indemnify and hold harmless the Company and its directors, its
officers and each person, if any, who controls the Company (within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act) or
any other Holder, to the same extent as the foregoing indemnity from the Company
to such Holder, but only with reference to information relating to such Holder
furnished to the Company in writing by such Holder expressly for use in such
Registration Statement or Prospectus or amendment or supplement thereto. In no
event shall the liability of any Holder hereunder be greater in amount than the
dollar amount of the proceeds received by such Holder upon the sale of the
Registrable Securities pursuant to the Registration Statement giving rise to
such indemnification obligation. In connection with any underwritten offering
pursuant to Section 8, each Holder will also indemnify the underwriters, if any,
their officers and directors and each person who controls such underwriters
(within the meaning of the Securities Act and the Exchange Act) to the same
extent as provided herein with respect to the indemnification of the Company, if
requested in connection with any Registration Statement.

      (c) Conduct of Indemnification Proceedings. In case any proceeding
(including any governmental investigation) shall be instituted involving any
person in respect of which indemnity may be sought pursuant to Section 6(a) or
6(b) hereof, such person (the "INDEMNIFIED PARTY") shall promptly notify the
person against whom such indemnity may be sought (the "INDEMNIFYING PARTY") in
writing and the indemnifying party, upon request of the indemnified party, shall
retain counsel reasonably satisfactory to the indemnified party to represent the
indemnified party and any others the indemnifying party may designate in such
proceeding and shall pay the reasonable fees and disbursements of such counsel
related to such proceeding. In any such proceeding, any indemnified party shall
have the right to retain its own counsel, but the fees and expenses of such
counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to the
retention of such counsel or (ii) the named parties to any such proceeding
(including any impleaded parties) include both the indemnifying party and the
indemnified party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them. It
is understood that the indemnifying party shall not, in respect of the legal
expenses of any indemnified party in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the fees and expenses of
more than one separate firm (in addition to any local counsel) for all such
indemnified parties and that all such fees and expenses shall be reimbursed as
they are incurred. Such firm shall be designated in writing by, in the case of
parties indemnified pursuant to Section 6(a), the Holders of a majority (with
Holders of Notes deemed to be the Holders, for purposes of determining such
majority, of the number of shares of Underlying Common Stock into which such
Notes are or would be convertible as of the date on which such designation is
made) of the Registrable Securities covered by the Registration Statement held
by Holders that are indemnified parties pursuant to Section 6(a) and, in the
case of parties indemnified pursuant to Section 6(b), the Company. The
indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled


                                       16
<PAGE>

with such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party from and against
any loss or liability by reason of such settlement or judgment. Notwithstanding
the foregoing sentence, if at any time an indemnified party shall have requested
an indemnifying party to reimburse the indemnified party for fees and expenses
of counsel as contemplated by the second and third sentences of this paragraph,
the indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 30 days after receipt by such indemnifying party of the
aforesaid request and (ii) such indemnifying party shall not have reimbursed the
indemnified party in accordance with such request prior to the date of such
settlement. 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) Contribution. To the extent that the indemnification provided for in
Section 6(a) or 6(b) is unavailable to an indemnified party or insufficient in
respect of any losses, claims, damages or liabilities referred to therein, then
each indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the indemnifying party or parties on the one hand and the
indemnified party or parties on the other hand or (ii) if the allocation
provided by clause (i) above 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 the indemnifying party or
parties on the one hand and of the indemnified party or parties on the other
hand in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company shall be deemed to
be equal to the total net proceeds from the initial placement pursuant to the
Purchase Agreement (before deducting expenses) of the Registrable Securities to
which such losses, claims, damages or liabilities relate. The relative benefits
received by any Holder shall be deemed to be equal to the value of receiving
Registrable Securities that are registered under the Securities Act. The
relative fault of the Holders on the one hand and the Company on the other hand
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 Holders or by
the Company, and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The Holders'
respective obligations to contribute pursuant to this paragraph 6 are several in
proportion to the respective number of Registrable Securities they have sold
pursuant to a Registration Statement, and not joint.

      The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 6(d) were determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any


                                       17
<PAGE>

such action or claim. Notwithstanding this Section 6, no indemnifying party that
is a selling Holder shall be required to contribute any amount in excess of the
amount by which the total price at which the Registrable Securities sold by it
and distributed to the public were offered to the public exceeds the amount of
any damages that such indemnifying party has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11 (f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.

      (e) The remedies provided for in this Section 6 are not exclusive and
shall not limit any rights or remedies which may otherwise be available to an
indemnified party at law or in equity, hereunder, under the Purchase Agreement
or otherwise.

      (f) The indemnity and contribution provisions contained in this Section 6
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
any Holder, any person controlling any Holder or any affiliate of any Holder or
by or on behalf of the Company, its officers or directors or any person
controlling the Company and (iii) the sale of any Registrable Securities by any
Holder.

      SECTION 7. Information Requirements. The Company covenants that, if at any
time before the end of the Effectiveness Period the Company is not subject to
the reporting requirements of the Exchange Act, it will cooperate with any
Holder and take such further reasonable action as any Holder may reasonably
request in writing (including, without limitation, making such reasonable
representations as any such Holder may reasonably request), all to the extent
required from time to time to enable such Holder to sell Registrable Securities
without registration under the Securities Act within the limitation of the
exemptions provided by Rule 144 and Rule 144A under the Securities Act and
customarily taken in connection with sales pursuant to such exemptions. Upon the
written request of any Holder, the Company shall deliver to such Holder a
written statement as to whether it has complied with such filing requirements,
unless such a statement has been included in the Company's most recent report
filed pursuant to Section 13 or Section 15(d) of Exchange Act. Notwithstanding
the foregoing, nothing in this Section 7 shall be deemed to require the Company
to register any of its securities (other than the Common Stock) under any
section of the Exchange Act.

      SECTION 8. Underwritten Registrations. The Holders of Registrable
Securities covered by a Shelf Registration Statement who desire to do so may
sell such Registrable Securities to an underwriter in an underwritten offering
for reoffering to the public. If any of the Registrable Securities covered by
any Shelf Registration Statement are to be sold in an underwritten offering, the
investment banker or investment bankers and manager or managers that will
administer the offering will be selected by the Holders of a majority of such
Registrable Securities included in such offering, subject to the consent of the
Company (which shall not be unreasonably withheld or delayed), and such Holders
shall be responsible for all underwriting commissions and discounts and any
transfer taxes in connection therewith. No person may participate in any
underwritten registration hereunder unless such person (i) agrees to sell such
person's Registrable Securities on the basis reasonably provided in any
underwriting arrangements approved by the persons entitled hereunder to approve
such arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting


                                       18
<PAGE>

agreements and other documents reasonably required under the terms of such
underwriting arrangements.

      SECTION 9. Miscellaneous.

      (a) No Conflicting Agreements. The Company is not, as of the date hereof,
a party to, nor shall it, on or after the date of this Agreement, enter into,
any agreement with respect to its securities that conflicts with the rights
granted to the Holders in this Agreement. The Company represents and warrants
that the rights granted to the Holders hereunder do not in any way conflict with
the rights granted to the holders of the Company's securities under any other
agreements.

      (b) Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given, unless the Company has obtained the written consent of Holders of a
majority of the then outstanding Underlying Common Stock constituting
Registrable Securities (with Holders of Notes deemed to be the Holders, for
purposes of this Section, of the number of outstanding shares of Underlying
Common Stock into which such Notes are or would be convertible as of the date on
which such consent is requested). 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 whose securities are being sold
pursuant to a Registration Statement and that does not directly or indirectly
affect the rights of other Holders may be given by Holders of at least a
majority of the Registrable Securities being sold by such Holders pursuant to
such Registration Statement; provided that the provisions of this sentence may
not be amended, modified or supplemented except in accordance with the
provisions of the immediately preceding sentence. Notwithstanding the foregoing
sentence, (i) this Agreement may be amended by written agreement signed by the
Company and the Initial Purchasers, without the consent of the Holders of
Registrable Securities, to cure any ambiguity or to correct or supplement any
provision contained herein that may be defective or inconsistent with any other
provision contained herein, or to make such other provisions in regard to
matters or questions arising under this Agreement that shall not adversely
affect the interests of the Holders of Registrable Securities. Each Holder of
Registrable Securities outstanding at the time of any such amendment,
modification, supplement, waiver or consent or thereafter shall be bound by any
such amendment, modification, supplement, waiver or consent effected pursuant to
this Section 8(b), whether or not any notice, writing or marking indicating such
amendment, modification, supplement, waiver or consent appears on the
Registrable Securities or is delivered to such Holder.

      (c) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, by telecopier, by
courier guaranteeing overnight delivery or by first-class mail, return receipt
requested, and shall be deemed given (i) when made, if made by hand delivery,
(ii) upon confirmation, if made by telecopier, (iii) one (1) Business Day after
being deposited with such courier, if made by overnight courier or (iv) on the
date indicated on the notice of receipt, if made by first-class mail, to the
parties as follows:

            (i) if to a Holder, at the most current address given by such Holder
      to the Company in a Notice and Questionnaire or any amendment thereto;


                                       19
<PAGE>

                              (ii) if to the Company, to:

                                    Steel Dynamics, Inc.
                                    6714 Pointe Inverness Way, Suite 200
                                    Fort Wayne, Indiana  46804
                                    Attention:  Tracy Shellabarger
                                    Telecopy:  (260) 969-3592

                                    and

                                    Barrett & McNagny LLP
                                    215 East Berry Street
                                    Fort Wayne, IN  46802
                                    Attention:  Robert S. Walters
                                    Telecopy No.:  (260) 423-8920

                              (iii) if to the Initial Purchasers, to:

                                    Morgan Stanley & Co. Incorporated
                                    1585 Broadway
                                    New York, New York
                                    Attention:  Equity Capital Markets
                                    Telecopy No.: (212) 761-0538

or to such other address as such person may have furnished to the other persons
identified in this Section 8(c) in writing in accordance herewith.

      (d) Approval of Holders. Whenever the consent or approval of Holders of a
specified percentage of Registrable Securities is required hereunder,
Registrable Securities held by the Company or its affiliates (as such term is
defined in Rule 405 under the Securities Act) (other than the Initial Purchasers
or subsequent Holders if such subsequent Holders are deemed to be such
affiliates solely by reason of their holdings of such Registrable Securities)
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.

      (e) Successors and Assigns. Any person who purchases any Registrable
Securities from the Initial Purchasers shall be deemed, for purposes of this
Agreement, to be an assignee of the Initial Purchasers. This Agreement shall
inure to the benefit of and be binding upon the successors and assigns of each
of the parties and shall inure to the benefit of and be binding upon each Holder
of any Registrable Securities, provided that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Registrable Securities
in violation of the terms of the Indenture. If any transferee of any Holder
shall acquire Registrable Securities, in any manner, whether by operation of law
or otherwise, such Registrable Securities shall be held subject to all of the
terms of this Agreement, and by taking and holding such Registrable Securities,
such person shall be conclusively deemed to have agreed to be bound by and to
perform all of the terms and provisions of this Agreement and such person shall
be entitled to receive the benefits hereof.


                                       20
<PAGE>

      (f) 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 original and all of which taken together
shall constitute one and the same agreement.

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

      (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

      (i) Severability. If any term provision, covenant or restriction of this
Agreement is held 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 thereby, and the parties hereto shall use their best efforts to find
and employ an alternative means to achieve the same or substantially the same
result as that contemplated by such term, provision, covenant or restriction, it
being intended that all of the rights and privileges of the parties shall be
enforceable to the fullest extent permitted by law.

      (j) Entire Agreement. This Agreement is intended by the parties as a final
expression of their agreement and is intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein and the registration rights granted by the
Company with respect to the Registrable Securities. Except as provided in the
Purchase Agreement, there are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein, with respect to
the registration rights granted by the Company with respect to the Registrable
Securities. This Agreement supersedes all prior agreements and undertakings
among the parties with respect to such registration rights. No party hereto
shall have any rights, duties or obligations other than those specifically set
forth in this Agreement.

      (k) Termination. This Agreement and the obligations of the parties
hereunder shall terminate upon the end of the Effectiveness Period, except for
any liabilities or obligations under Section 4, 5 or 6 hereof and the
obligations to make payments of and provide for liquidated damages under Section
2(e) hereof to the extent such damages accrue prior to the end of the
Effectiveness Period, each of which shall remain in effect in accordance with
its terms.


                                       21
<PAGE>

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

                                      STEEL DYNAMICS, INC.



                                      By: /s/ Tracy L. Shellabarger
                                          -------------------------
                                          Name:  Tracy L. Shellabarger
                                          Title: Vice President, Chief Financial
                                                 Officer and Secretary



Confirmed and accepted as of
the date first above written:

MORGAN STANLEY & CO. INCORPORATED
GOLDMAN, SACHS & CO.

By: Morgan Stanley & Co. Incorporated

By: /s/ David P. Sun
    ----------------
    Name: David P. Sun
    Title: Executive Director


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