S-4/A

As filed with the Securities and Exchange Commission on May 14, 2004

Registration No. 333-115252

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1
to
FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

STEEL DYNAMICS, INC.
(Exact name of registrant as specified in its charter)

Indiana
(State or other jurisdiction of
incorporation or organization)   3312
(Primary Standard Industrial
Classification Code Number)   35-1929476
(I.R.S. Employer
Identification No.)  

6714 Pointe Inverness Way, Suite 200
Fort Wayne, Indiana 46804
(260) 459-3553
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Keith E. Busse
President and Chief Executive Officer
Steel Dynamics, Inc.
6714 Pointe Inverness Way, Suite 200
Fort Wayne, Indiana 46804
(260) 459-3553
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Robert S. Walters, Esq.
Barrett & McNagny LLP
215 East Berry Street
Fort Wayne, Indiana 46802
(260) 423-9551

Approximate date of commencement of proposed sale to the public: as soon as practicable after this registration statement becomes effective.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered		Proposed Maximum Offering Price Per Note		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee (1)
9 1/2% Senior Notes due 2009	$	100,000,000	$	1,000	$	100,000,000	$	12,670
Guaranties by certain SDI Subsidiaries (2)		—		—		—		—
Totals (3)	$	100,000,000	$	1,000	$	100,000,000	$	12,670

(1) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) under the Securities Act of 1933. Pursuant to Rule 457(n), no separate fee is payable with respect to the guaranty.

(2) The subsidiary guarantors are Steel Dynamics Sales North America, Inc., SDI Investment Company, STLD Holdings, Inc., Ferrous Resources, LLC and Dynamic Bar Products, LLC. We neither paid nor received any consideration for any of the guaranties.

(3) Such amount represents the principal amount of the Notes to be exchanged hereunder.

ADDITIONAL REGISTRANTS

Exact Name of Registrant as Specified in its Charter	State or Other Jurisdiction of Incorporation of Organization	Primary Standard Industrial Classification Code Number	IRS Employer Identification Number	Address, including Zip Code and Telephone Number, including Area Code, of each Registrant’s Principal Executive Office
Steel Dynamics Sales North America, Inc.	Indiana	533110	32-0042039	6714 Pointe Inverness Way, Suite 200 Fort Wayne, IN 46804 260-459-3553
SDI Investment Company	Delaware	533110	51-0397408	6714 Pointe Inverness Way, Suite 200 Fort Wayne, IN 46804 260-459-3553
Ferrous Resources, LLC	Indiana	533110	—	6714 Pointe Inverness Way, Suite 200 Fort Wayne, IN 46804 260-459-3553
Dynamic Bar Products, LLC	Indiana	533110	82-0562226	6714 Pointe Inverness Way, Suite 200 Fort Wayne, IN 46804 260-459-3553
STLD Holdings, Inc.	Indiana	533110	32-0029621	6714 Pointe Inverness Way, Suite 200 Fort Wayne, IN 46804 260-459-3553

PROSPECTUS

[STEEL DYNAMICS, INC. LOGO]

OFFER TO EXCHANGE
$100,000,000 OF OUR 9 1/2% SENIOR NOTES DUE 2009
WHICH HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, TOGETHER WITH
GUARANTIES OF STEEL DYNAMICS SALES NORTH AMERICA, INC.,
SDI INVESTMENT COMPANY, STLD HOLDINGS, INC., FERROUS RESOURCES, LLC
AND DYNAMIC BAR PRODUCTS, LLC WITH RESPECT THERETO,

FOR

$100,000,000 OF OUR OUTSTANDING 9 1/2% SENIOR NOTES DUE 2009

CUSIP No. 858119 AF 7

The Exchange Offer will expire at 5:00 p.m. New York City Time, on June 15, 2004, unless extended.

We are offering to exchange $100,000,000 aggregate principal amount of our 9 1/2% Senior Notes due 2009, registered under the Securities Act of 1933, for a like principal amount of our outstanding 9 1/2% Senior Notes due 2009, which we issued on November 26, 2003, without registration under the Securities Act. This $100,000,000 issuance of our 9 1/2% Senior Notes due 2009 constituted an additional issuance under our existing indenture dated as of March 26, 2002, as amended and described herein. For purposes of this Exchange Offer and as used in this prospectus, we refer to the $100,000,000 of our November 26, 2003 9 1/2% Senior Notes due 2009, which are the subject of this exchange offer and which are all currently outstanding, as the “old notes”and we refer to the new registered notes, which we are offering hereby in exchange for the old notes, as the “Exchange Notes.” We refer to the old notes and the Exchange Notes collectively as the “notes.”

The terms of the exchange are subject to the conditions described in this prospectus.

Consider carefully the risk factors beginning on page 7 of this prospectus.

There is no active public trading market for the old notes. We do not intend to apply for listing of the Exchange Notes on any domestic securities exchange or seek approval for quotation through any automated quotation system.

We will issue the Exchange Notes in denominations of $1,000. We will pay interest on the Exchange Notes each March 15 and September 15. The first interest payment on the Exchange Notes will be due on September 15, 2004 with interest payable from the March 15, 2004 payment of interest on the old notes. We may redeem any of the notes beginning on March 15, 2006 at a redemption price of 104.750% of their principal amount, plus accrued interest. The redemption price will decline to 102.375%, plus accrued interest, after March 15, 2007 and will be 100% of their principal amount, plus accrued interest, beginning on March 15, 2008. We may also redeem up to 35% of the aggregate principal amount of the outstanding notes before March 15, 2005 with net proceeds of one or more sales of our capital stock that at a redemption price equal to 109.500% of the principal amount of the Exchange Notes being redeemed, plus accrued interest.

The terms of the Exchange Notes that we will issue in the exchange offer are substantially the same as those of the outstanding old notes, except that the transfer restrictions and registration rights relating to the outstanding old notes will no longer apply.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Each broker-dealer that receives Exchange Notes for its own account pursuant to this exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration of this exchange offer (as defined herein), it will make this prospectus available to any broker-dealer for use in connection with any such resale. A broker-dealer may not participate in the exchange offer with respect to old notes acquired other than as a result of market-making activities or trading activities. See “Plan of Distribution.”

THE DATE OF THIS PROSPECTUS IS MAY 17, 2004

TABLE OF CONTENTS

Where You Can Find More Information	2
Prospectus Summary	3
Steel Dynamics	3
Risk Factors	7
Forward Looking Statements	18
Summary of the Terms of the Exchange Offer	20
Summary of the Terms of the Exchange Notes	24
Use of Proceeds	26
Ratio of Earnings to Fixed Charges	27
Selected Financial and Operating Data	28
Capitalization	30
Terms of the Exchange Offer	31
The Exchange	32
Procedures for Tendering	33
The Exchange Agent	38
Description of the Exchange Notes	38
Certain Covenants	42
United States Federal Income Tax Considerations	72
Plan of Distribution	75
Legal Matters	76
Experts	76

We have not authorized anyone to provide you with information that is different from the information contained in this prospectus or to which we have referred you.

This prospectus incorporates important business and financial information about us from documents we publicly file with the Securities and Exchange Commission. See the following section entitled “Where You Can Find More Information.”

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document we file with the SEC at the SEC’s Public Reference Room at 450, Fifth Street, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our SEC filings are also accessible through the Internet at the SEC’s website at http://www.sec.gov and on our website at http://www.steeldynamics.com.

The SEC allows us to “incorporate by reference” into this prospectus the information in documents we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus, and later information that we file with the SEC will update and supersede this information. Pursuant to General Instruction B.1(a) to Form S-4, we have elected to provide the information regarding us and our business by reference to reports we regularly file with the SEC. We incorporate by reference the following documents and any future filings we make with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until the termination of the offering:

• SDI Annual Report on Form 10-K for the year ended December 31, 2003;

• SDI Proxy Statement on Schedule 14A dated April 5, 2004;

• SDI Quarterly Report on Form 10-Q for the quarter ended March 31, 2004; and

• SDI Current Reports on Form 8-K, dated February 5, March 22, March 23, March 24, March 26, April 6 and April 15, 2004.

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Any statement contained in a document incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed to constitute a part of this prospectus except as so modified or superseded.

The documents incorporated by reference into this prospectus are also available from us upon request. We will provide a copy of any and all of the information that is incorporated by reference into this prospectus to any person by first-class mail, without charge, upon written or oral request. Any request for documents should be made by June 9, 2004 to ensure timely delivery of the documents prior to the expiration of the exchange offer.

Requests for documents should be directed to:

Steel Dynamics, Inc.
Investor Relations Department
(Senior Notes Exchange)
6714 Pointe Inverness Way, Suite 200
Fort Wayne, Indiana 46804
(260) 459-3553
(260) 969-3590 (fax)

PROSPECTUS SUMMARY

The following is a summary of material information about our business, our company and this Exchange Offer. More detailed information concerning these matters appears elsewhere in this prospectus and the information in documents which we incorporate by reference in this prospectus. We also refer you to the section of this prospectus entitled “Risk Factors” for a discussion of certain issues that should be considered in evaluating an investment in the notes.

On March 26, 2002, we issued $200,000,000 principal amount of our 9 1/2% Senior Notes due 2009, referred to herein as the “2002 notes,” under an original indenture dated as of March 26, 2002, among Steel Dynamics, Inc., as issuer, the Initial Subsidiary Guarantor, as guarantor, and Fifth Third Bank, as trustee. Fifth Third Bank has since been succeeded as trustee by The Bank of New York Trust Company, N.A. The original indenture was amended by three supplemental indentures dated as of September 6, 2002, September 30, 2002 and December 31, 2002, pursuant to which an additional four of our subsidiaries agreed to guarantee our obligations under the 2002 notes. Then, on November 26, 2003, we issued an additional $100,000,000 principal amount of our 9 1/2% Senior Notes due 2009, which are the subject of this Exchange Offer and which we refer to herein for purposes of this Exchange Offer as the “old notes,” under the same original indenture, as so amended and supplemented and as further amended and supplemented by a fourth supplemental indenture dated as of November 26, 2003 (the indenture, as so amended, being referred to hereafter as the “Indenture”). The $100,000,000 principal amount of the Exchange Notes offered hereby, as well as the $200,000,000 principal amount of the 2002 notes which we previously exchanged for registered notes pursuant to Registration Statement No. 333-99855, are treated as a single class of securities under the indenture. The Exchange Notes offered hereby are identical to and will be treated identically with the existing notes. Accordingly, all references in this prospectus, unless otherwise noted, to specified percentages of an aggregate principal amount of outstanding notes will be deemed at all times to be references to the same percentages of the aggregate principal amount of the Exchange Notes offered hereby and the 2002 notes, treated together as a class then outstanding. The terms of the Exchange Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939.

STEEL DYNAMICS

We are a steel manufacturing company that owns and operates three steelmaking mini-mills. We produce our steel principally from steel scrap, using electric arc melting furnaces, continuous casting and automated rolling mills.

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During 2003, our sales were $987 million and, at year-end, we had approximately 1,400 employees. None of our employees are represented by labor unions.

Flat Roll Division

We own and operate a flat-roll mini-mill located in Butler, Indiana, which produces sheet steel and which we built and have operated since 1996. This mill has an annual production capacity of 2.2 million tons of flat-rolled steel, although we actually produced 2.4 million tons during 2003. We produce a broad range of high quality hot-rolled, cold-rolled and coated steel products, including a large variety of high value-added and high margin specialty products such as thinner gauge rolled products and galvanized products. We sell our flat-rolled products directly to end-users, intermediate steel processors and service centers primarily in the Midwestern United States. Our products are used in numerous industry sectors, including the automotive, construction and commercial industries.

In May 2002, we announced plans to construct a new in-plant painting facility at our Butler mini-mill, and we completed this facility and commenced coating operations in November 2003. This $25 million facility has the capacity to coat approximately 240,000 tons of steel.

In March 2003, we also purchased the assets of a coating facility formerly owned by GalvPro II, LLC in Jeffersonville, Indiana for a purchase price of $17.5 million plus a potential of an additional $1.5 million based on an earn-out formula. We anticipate that this facility will be capable of producing between 300,000 and 350,000 tons per year of light-gauge, hot-dipped cold-rolled galvanized steel. We operate this new facility as a part of our Butler, Indiana Flat Roll Division, which will also supply the Jeffersonville plant with steel coils for coating. Production began at Jeffersonville in July 2003. Our new Jeffersonville facility, together with our new coil-coating facility in Butler, will enable us to further increase the mix of higher-margin value-added downstream steel products. This value-added product mix, during 2002 and 2003, was approximately 60% of our total flat-roll shipments.

Structural Steel and Rail Division

We also own and operate a new structural steel and rail mini-mill in Columbia City, Indiana. We began construction in May 2001, completed plant construction in April 2002 and commenced commercial structural steel operations during the third quarter of 2002. Our Columbia City mini-mill is designed to have an annual production capacity of up to 1.3 million tons of structural steel beams, pilings and other steel components for the construction, transportation and industrial machinery markets, as well as standard and premium grade rails for the railroad industry. Through regular product introductions and continued production ramp-up of structural steel products, we were able to begin to offer a broad array of wide flange beams and H-piling structural steel products during 2003 and were able to commission most of the rest of our product line, save for 6 inch and 36 inch beams, which we hope to commission during the first quarter of 2004. In addition, we performed casting trials for the production of standard rail products during the first quarter of 2003, and, since that time have successfully run product through the breakdown mill, tandem mill, cooling bed and straightener. We anticipate having finished rail product during the second quarter of 2004, which we will provide to the railroad companies to be tested and monitored for product evaluation. This evaluation process may take between six and nine months.

Bar Products Division

On September 6, 2002, we purchased the special bar quality mini-mill assets in Pittsboro, Indiana formerly owned by Qualitech Steel SBQ LLC. We paid $45 million for these assets, worked during 2003 to upgrade, redesign and retrofit the facility for the production of a variety of merchant bar quality, or MBQ products such as angles, flats, rounds and other merchant bars and shapes, as well as reinforcing bar, or rebar, products and also for the production of some special bar quality, or SBQ products. When fully complete, we expect to have invested between $75 and $80 million of additional capital in this facility. We started melting and casting operations in mid-December and began shipping limited products by year-end 2003. Currently, we are producing bigger bars, both MBQ and SBQ, and expect equipment to arrive during the first quarter of 2004 which will enable us, during the second quarter, to produce the smaller rounds, angles, flats, channels

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and products of that nature. We expect the Pittsboro facility to have a capacity of approximately 500,000 to 600,000 tons per year.

Iron Dynamics Scrap Substitute Facility

On February 24, 2003, we announced our intention to restart ironmaking operations at our wholly-owned Iron Dynamics facility adjacent to our Butler, Indiana mini-mill. Since 1997, we have tried to develop and commercialize a pioneering process for the production of a virgin form of iron that could serve as a lower cost substitute for a portion of the metallic raw material mix that goes into our electric arc furnaces to be melted into new steel. Since initial start-up in August 1999, we encountered a number of equipment, design and process difficulties, and on several occasions during 1999 and 2000 shut the facility down for redesign, re-engineering and retrofitting. In July 2001, we suspended operations because of higher than expected start-up and process refinement costs, high energy costs prevailing at that time, low production quantities, and historically low steel scrap pricing existing at that time. These factors made the cost of producing and using our Iron Dynamics scrap substitute as a source of metallics for the melt mix at our Flat Roll Division higher than our cost of purchasing and using steel scrap.

We continued to make refinements to our systems and processes, and began experimental production trials in the fourth quarter of 2002. After an evaluation of these production trials, we concluded that improved production technology, coupled with our new ability to recycle waste materials as a raw material input, and the increasingly higher price of scrap, made the restart of this production facility feasible. During 2003, we spent approximately $13 million of additional capital for modifications and refinements to the Iron Dynamics operation. We restarted the rotary hearth furnace or “front end” of the process in November 2003, and, during December 2003, produced 15,100 tonnes of direct reduced iron, which we then compacted or briquetted to form hot briquetted iron, or HBI. We anticipate ramping HBI production up to approximately 30-35,000 tonnes of HBI per month by the end of the second quarter of 2004, all of which we plan to use at our Butler flat-roll mill. We have not yet restarted the smelting end of the Iron Dynamics process, the conversion of HBI into liquid pig iron, but we anticipate restarting the submerged arc furnace by the end of the first quarter or the beginning of the second quarter of 2004.

Mesabi Nugget Project

In March 2002, we formed a joint venture with certain entities owned by Kobe Steel, Ltd., Cleveland-Cliffs Inc., and Ferrometrics, Inc., to assist in the development of a proprietary process owned by Kobe, known as “ITmK3,” for the production of a fully metallized iron nugget product suitable as an alternative iron or scrap substitute feedstock in electric arc furnace steelmaking. We hold an approximate 18% equity interest in a pilot plant in operation in Minnesota that is working to validate and refine the technology, which consists of superheating direct reduced iron pellets, liquefying the material, separating the slag and the iron, and chilling the resulting material to produce a highly pure iron nugget.

New Millennium Building Systems

During the first quarter of 2003, we increased our ownership in our consolidated New Millennium Building Systems subsidiary from 46.6% ownership interest to 100%, through the acquisition of the 46.6% interest in New Millennium previously held by New Process Steel Corporation, a privately held Houston, Texas steel processor and the purchase of the remaining 6.8% stake held by some of New Millennium’s managers. We consummated the 46.6% New Process acquisition, at a cost of $3.5 million, plus the purchase of New Process Steel’s portion of New Millennium’s subordinated notes payable, including accrued interest, for $3.9 million, and we also consummated the purchase of the remaining 6.8% minority interest at a purchase price of $900,000.

The New Millennium facility, which began production in June of 2000, produces steel building components, including joists, girders, trusses and steel roof and floor decking, which we sell primarily in the upper Midwest non-residential building components market. Our Flat Roll Division supplies a majority of the hot-rolled steel utilized in New Millennium’s manufacturing operations.

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We were incorporated in August 1993, in Indiana, and maintain our principal executive offices at 6714 Pointe Inverness Way, Suite 200, Fort Wayne, Indiana 46804. Our telephone number is (260) 459-3553.

Financing

In March 2002, we consummated a $350.0 million senior secured credit agreement, consisting of a five year $75.0 million revolving credit facility, a $70.0 million term A loan, with a term of five years, and a $205.0 million term B loan, with a term of six years. This senior secured facility is secured by liens and mortgages on substantially all of our personal and real property assets and by liens and mortgages on substantially all of the personal and real property assets of our wholly-owned subsidiaries, excluding New Millennium, which have also guaranteed our obligations under that facility.

Also in March 2002, we issued $200.0 million of 9 1/2 % unsecured senior notes due 2009, and in November 2003 we issued an additional $100.0 million of the same 9 1/2% unsecured senior notes due 2009, in offerings exempt from registration under the Securities Act of 1933. Approximately $50.0 million of the net proceeds from this offering were used to prepay a portion of our senior secured term B loan. Pursuant to a registration rights agreement between us and the initial purchasers of the notes, who resold the notes in offerings exempt from registration under Rule 144A under the Securities Act, we registered an exchange offer on Form S-4 to enable the holders of the initial $200.0 million of unregistered notes, and we are also obligated to register an exchange offer for the $100.0 million add-on as well.

During December 2002 and January 2003, we also issued $115.0 million of our 4% convertible subordinated notes due 2012, in an offering exempt from registration under the Securities Act of 1933. Pursuant to a registration rights agreement between us and the initial purchasers of the notes, who resold the notes in offerings exempt from registration under Rule 144A under the Securities Act, we filed a registration statement on Form S-3 on March 7, 2003, effective June 11, 2003, to permit registered resales by the selling securityholders of the notes, as well as the approximately 6,762,874 shares of common stock initially issuable upon conversion of the notes. Approximately $110.0 million of the net proceeds from this offering were used to prepay in full our $70.0 million senior secured term A loan and $40.0 million of our senior secured term B loan in December 2002 and January 2003, as described herein. Under the terms of the convertible note offering, holders of the notes have the right to convert their notes into shares of our common stock at a conversion rate of 58.8076 shares per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $17.0046 per share), subject to adjustment, if, among other designated circumstances, during any fiscal quarter commencing after December 31, 2002, the closing sale price of our common stock exceeds $120% of the conversion price ($20.4055) for at least 20 trading days in the 30 consecutive trading days ending on the last trading day of any fiscal quarter.

You should carefully consider the following risk factors and the other information contained elsewhere or incorporated by reference in this prospectus before making an investment decision.

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RISK FACTORS

Risks Related to Our Business

          Technology, operating and start-up risks associated with our Iron Dynamics scrap substitute project may prevent us from realizing the anticipated benefits from this project and could result in a loss of your investment

If we abandon our Iron Dynamics project, or if its process does not succeed, we will not be able to realize the expected benefits of this project and could suffer the loss of all or a substantial portion of our entire investment. As of December 31, 2003, our investment in the Iron Dynamics project was $185 million. Since 1997, our wholly-owned subsidiary, Iron Dynamics, has tried to develop and commercialize a pioneering process of producing a virgin form of iron that might serve as a lower cost substitute for a portion of the metallic raw material mix that goes into our electric arc furnaces to be melted into new steel. This scrap substitute project is the first of its kind. It involves processes that are based on various technical assumptions and new applications of technologies that have yet to be commercially proven. Since our initial start-up in August 1999, we have encountered a number of difficulties associated with major pieces of equipment and with operating processes and systems. Throughout the latter part of each of 1999 and 2000, our Iron Dynamics facility was shut down. During these shut downs, we engaged in time consuming and expensive redesign, re-engineering, reconstruction and retrofitting of major pieces of equipment, systems and processes. As a result, the Iron Dynamics project has taken considerably longer and has required us to expend considerably greater resources than originally anticipated. In February 2001, we re-started operations at our Iron Dynamics facility. However, in July 2001, we suspended these operations again, with no specific date set for resumption of operations. This shut down was a result of:

(1)      higher than expected start-up and process refinement costs;

(2)      exceptionally high energy costs;

(3)      low production quantities achieved at the Iron Dynamics facility; and

(4)      historically low steel scrap pricing.

These factors made the cost of producing and using Iron Dynamics scrap substitute at our flat-rolled mini-mill in July 2001 higher than our cost of purchasing and using then lower priced and available steel scrap. On July 10, 2002, we announced that we would begin experimental production trials in the fourth quarter of 2002, we continued to make refinements to our systems and processes, and in fact began the production trials in the fourth quarter as planned. We successfully completed these trials and concluded that improved production technology, coupled with our new ability to recycle waste material inputs and the increasingly high cost of scrap made a restart of this production facility feasible. During 2003, we spent approximately $13 million of additional capital on these modifications and refinements to the Iron Dynamics process. The restart commenced in December 2003, involving the front part of the Iron Dynamics process, the production of direct reduced iron on a rotary hearth furnace, and the compaction of the DRI into hot briquetted iron, or HBI. During December 2003, we produced 15,100 tonnes of HBI, with an acceptable metallics content and anticipated cost structure that compares favorably to scrap and alternative pig iron. We have now restarted the back-end of the Iron Dynamics process, the conversion of the HBI into liquid pig iron, and these trials are proceeding. If we determine that we will be able to produce liquid pig iron in sufficient quantities and at a cost to be competitive with purchased pig iron, we could begin commercial production of liquid pig iron as well during the second quarter of 2004.

While we remain optimistic that the remaining start-up difficulties with the equipment, technology, systems and processes can be resolved, our Iron Dynamics facility may not be able to consistently operate or be able to produce steel scrap substitute material, whether DRI, HBI or liquid pig iron, in the quantities and for costs that will enable it to be cost competitive with scrap or with purchased pig iron. Moreover, our Iron Dynamics facility may experience additional shutdowns or equipment failures, and such shutdowns or failures may have a material adverse impact on our liquidity, cost structure and earnings.

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          A substantial portion of our flat-rolled products are sold on the spot market, and therefore, our sales, margins and earnings are negatively impacted by decreases in domestic flat-rolled steel prices

Our sales, margins and earnings are negatively impacted by decreases in domestic flat-rolled steel prices since a significant portion of our flat-rolled products are sold on the spot market. As a result, we are vulnerable to downturns in the domestic flat-rolled steel market. For the three year period ended December 31, 2003, approximately 90% of our flat-roll products were sold on the spot market under contracts with terms of twelve months or less.

          Weakness in the automotive industry would result in a substantial reduction in demand for our products

A prolonged weakness in the automotive industry would reduce the demand for our products and decrease our sales. In addition, if automobile manufacturers choose to incorporate more plastics, aluminum and other steel substitutes in their automobiles, it could reduce demand for our products. Our sales and earnings fluctuate due to the cyclical nature of the automotive industry. The cyclical nature of the automotive industry is affected by such things as the level of consumer spending, the strength or weakness of the U.S. dollar and the impact of international trade and various factors, such as labor unrest and the availability of raw materials, which affect the ability of the automotive industry to actually build cars. While we do not presently sell a material portion of our steel production directly to the automotive market, a substantial portion of our sales to the intermediate steel processor and service center market is resold to various companies in the automotive industry.

          We may be unable to pass on increases in the cost of scrap and other raw materials to our customers which would reduce our earnings

If we are unable to pass on higher scrap and other raw material costs to our customers we will be less profitable. We may not be able to adjust our product prices, especially in the short-term, to recover the costs of increases in scrap and other raw material prices, which have reached historically high levels. In September 2003, the price of No. 1 factory bundles, a key scrap commodity, was $166 per ton. In February 2004, the price of No. 1 factory bundles was $280 per ton. Our principal raw material is scrap metal, and prices for scrap are subject to market forces largely beyond our control, including demand by U.S. and international steel producers, freight costs and speculation.

A combination of a weak U.S. dollar, exceptionally strong Chinese and global demand for scrap, and lower production of domestic scrap due to a weak manufacturing economy and the continued loss of manufacturing to foreign competition have driven scrap offshore at exceptionally high prices, have reduced the available domestic scrap supply, and have caused the price of domestic scrap to double over the past six months. Such scrap costs are unsustainable, even with the sharply increased pricing for our manufactured steel, and could erode or eliminate our gross margins. During February 2003, we announced the imposition of scrap surcharges, keyed to a published scrap index, on our customers with orders covering multiple months and quarters, and we believe that these will largely be accepted. We have no assurance, however, that this will continue to be so, or that customers will agree to pay ever higher prices for our steel products, sufficient for us to maintain our margins, without resistance or the selection of other suppliers or alternative materials. If this occurs, we may lose customers, we may be unable to pass these higher scrap costs on to our customers, and we may suffer a loss of earnings. Moreover, some of our integrated steel producer competitors are not as dependant as we are on scrap as a major part of their raw material melt mix, which, during periods of high scrap costs relative to the cost of blast furnace iron used by the integrated producers, even with the higher costs they must currently pay for iron ore, coke, coking coal and other raw materials used in their ironmaking processes, give them a current raw material cost advantage over mini-mills. In addition, our operations require substantial amounts of other raw materials, including various types of alloys, refractories, oxygen, natural gas and electricity, the price and availability of which are also subject to market conditions.

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          Until recently, we primarily relied upon one supplier to meet our steel scrap requirements

Since our inception and through the end of the first quarter, we had a purchasing agreement with OmniSource Corporation, one of the largest scrap processors and brokers in the Midwest, to purchase steel scrap for our mills. During 2003, we purchased 2.6 million tons of steel scrap and scrap substitutes from OmniSource, which represented approximately 89% of our total scrap purchased during this period. We have determined, however, that in the current scrap environment we would be better off having multiple available sources of scrap supply, including our ability to develop our own scrap purchasing capability, with the added flexibility to develop new relationships and supply agreements with third parties and certain generators of scrap. Accordingly, we and OmniSource amicably terminated our scrap supply agreement, effective March 31, 2004. We plan to continue to purchase scrap from OmniSource as one of our major suppliers. We may be unable, however, to realize the anticipated benefits of our new scrap purchasing arrangements, and we may not be able to secure substitute arrangements for steel scrap on the same or better terms as those that were available from OmniSource. For 2003, we purchased 2.6 million tons of steel scrap and scrap substitutes from OmniSource, which represented approximately 89% of our total scrap purchased during this period.

          We rely upon a small number of major customers for a substantial percentage of our sales

A loss of any large customer or group of customers could materially reduce our sales and earnings. We have substantial business relationships with a few large customers. In 2003, our Butler mini-mill’s top ten customers accounted for approximately 42% of our total net sales. During this period, our largest customer, Heidtman, accounted for approximately 13% of our total net sales. We expect to continue to depend upon a small number of customers for a significant percentage of our total net sales, and cannot assure you that any of them will continue to purchase steel from us.

          There may be potential conflicts of interest with regard to our relationship with Heidtman Steel Products, Inc.

If a dispute arises between us and Heidtman, we may be viewed as having a conflict of interest. What is best for Heidtman as a buyer and what is best for us as a product seller may be at odds. We may be unable to resolve potential conflicts. If we do resolve them, we may receive a less favorable resolution since we are dealing with Heidtman rather than an unaffiliated person. Heidtman is an affiliate of one of our large stockholders and its president and chief executive officer serves as one of our directors. This person has obligations to us as well as to Heidtman and may have conflicts of interest with respect to matters potentially or actually involving or affecting us and Heidtman.

          Start-up and operating risks associated with the construction of our Pittsboro, Indiana bar products mill could result in materially greater operating costs than those we have anticipated

Start-up and operating risks associated with the retrofitting and operation of our Pittsboro, Indiana bar products mill may result in materially greater operating costs than we initially expected. In September 2002, we purchased a special bar quality mini-mill located in Pittsboro, Indiana for $45 million, and we are in the process of completing between $75 and $80 million in plant upgrades and retrofitting to convert the facility from one capable of producing only special bar quality steel products to a facility capable of also producing merchant bars and shapes and reinforcing bar products. We started melting and casting operations in December 2003, began shipping limited products by year-end 2003, are currently producing larger MBQ and SBQ bars, and expect equipment to be installed in the first quarter 2004 to enable us to begin to produce the smaller rounds, angles, flats, channels and products of that nature during the second quarter. In connection with our Pittsboro, Indiana bar products mill, we are subject to all of the general risks associated with the construction and start-up of a new or reconstructed mini-mill. These risks involve possible construction delays, cost overruns and start-up difficulties. We could also experience operational difficulties after start-up that could result in our inability to operate our bar bill at full or near full capacity. It may cost more than the approximately $75 million we estimate is required to convert the Pittsboro mini-mill into a mini-mill for the production of merchant and reinforcing bar. We are also subject to construction and start-up delays and operational risks associated with any start-up, either in the Pittsboro mini-mill’s present configuration or in connection with its conversion. These factors could result in materially greater operating costs than we

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initially expected or could result in our inability to operate our bar products mill at full or near-full capacity. We may also be delayed as a result of unforeseen circumstances or events beyond our control.

          Unexpected equipment failures may lead to production curtailments or shutdowns

Interruptions in our production capabilities will inevitably increase our production costs and reduce our sales and earnings for the affected period. In addition to periodic equipment failures, our facilities are also subject to the risk of catastrophic loss due to unanticipated events such as fires, explosions or violent weather conditions. Our manufacturing processes are dependent upon critical pieces of steelmaking equipment, such as our furnaces, continuous casters and rolling equipment, as well as electrical equipment, such as transformers, and this equipment may, on occasion, be out of service as a result of unanticipated failures. We have experienced and may in the future experience material plant shutdowns or periods of reduced production as a result of such equipment failures. Moreover, any interruption in production capability may require us to make significant capital expenditures to remedy the problem, which could have a negative effect on our profitability and cash flows. We may also sustain revenue losses in excess of any recoveries we make under any applicable business interruption insurance coverages we may have. In addition to such revenue losses, longer-term business disruption could result in a loss of customers, which could adversely affect our business, results of operations and financial condition.

          We depend heavily on our senior management and we may be unable to replace key executives if they leave

The loss of the services of one or more members of our senior management team or our inability to attract, retain and maintain additional senior management personnel could harm our business, financial condition, results of operations and future prospects. Our senior management founded our company, pioneered the development of thin-slab, flat-rolled technology and directed the construction of our Butler flat-roll mini-mill, Columbia City structural and rail mini-mill and our Pittsboro bar products mini-mill. Our operations and prospects depend in large part on the performance of our senior management team, including Keith E. Busse, president and chief executive officer, Mark D. Millett, vice president and general manager of our Flat Roll Division, Richard P. Teets, Jr., vice president and general manager of our Structural and Rail Division, Tracy L. Shellabarger, vice president and chief financial officer and John W. Nolan, vice president, sales and marketing. Although these senior managers have each been employees and stockholders of Steel Dynamics for more than seven years, these individuals may not remain with us as employees. In addition, we may not be able to find qualified replacements for any of these individuals if their services are no longer available. We do not maintain key man insurance on any of these individuals.

          We may face risks associated with the implementation of our growth strategy

Our growth strategy subjects us to various risks. As part of our growth strategy, we may expand our existing facilities, build additional plants, acquire other businesses and steel assets, enter into joint ventures, or form strategic alliances that we believe will complement our existing business. These transactions will likely involve some or all of the following risks:

• the difficulty of competing for acquisitions and other growth opportunities with companies having materially greater financial resources than ours;

• the difficulty of integrating the acquired operations and personnel into our existing business;

• the potential disruption of our ongoing business;

• the diversion of resources;

• the inability of management to maintain uniform standards, controls, procedures and policies;

• the difficulty of managing the growth of a larger company;

• the risk of entering markets in which we have little experience;

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• the risk of becoming involved in labor, commercial, or regulatory disputes or litigation related to the new enterprise;

• the risk of contractual or operational liability to our venture participants or to third parties as a result of our participation;

• the inability to work efficiently with joint venture or strategic alliance partners; and

• the difficulties of terminating joint ventures or strategic alliances.

These transactions might be required for us to remain competitive, but we may not be able to complete any such transactions on favorable terms or obtain financing, if necessary, for such transactions on favorable terms. Future transactions may not improve our competitive position and business prospects as anticipated, and if they do not, our sales and earnings may be significantly reduced.

          Environmental regulation imposes substantial costs and limitations on our operations

We are subject to the risk of substantial environmental liability and limitations on our operations brought about by the requirements of environmental laws and regulations. We are subject to various federal, state and local environmental, health and safety laws and regulations concerning such issues as air emissions, wastewater discharges, solid and hazardous materials and waste handling and disposal, and the investigation and remediation of contamination. These laws and regulations are increasingly stringent. While we believe that our facilities are and will continue to be in material compliance with all applicable environmental laws and regulations, the risks of substantial costs and liabilities related to compliance with such laws and regulations are an inherent part of our business. Although we are not currently involved in any remediation activities, it is possible that future conditions may develop, arise or be discovered that create substantial environmental remediation liabilities and costs. For example, our steelmaking operations produce certain waste products, such as electric arc furnace dust, which are classified as hazardous waste and must be properly disposed of under applicable environmental laws. These laws can impose clean up liability on generators of hazardous waste and other substances that are shipped off-site for disposal, regardless of fault or the legality of the disposal activities. Other laws may require us to investigate and remediate contamination at our properties, including contamination that was caused in whole or in part by third parties. While we believe that we can comply with environmental legislation and regulatory requirements and that the costs of doing so have been included within our budgeted cost estimates, it is possible that such compliance will prove to be more limiting and costly than anticipated.

In addition to potential clean up liability, in the past we have been, and in the future we may become, subject to substantial monetary fines and penalties for violation of applicable laws, regulations or administrative conditions. We may also be subject from time to time to legal proceedings brought by private parties or governmental agencies with respect to environmental matters, including matters involving alleged property damage or personal injury.

Risks Related to our Industry

          In recent years, imports of steel into the United States have adversely affected, and may again adversely affect, U.S. steel prices, which would impact our sales, margins and profitability

Excessive imports of steel into the United States have in recent years, and may again in the future, exert downward pressure on U.S. steel prices and significantly reduce our sales, margins and profitability. U.S. steel producers compete with many foreign producers. Competition from foreign producers is typically strong, but it has greatly increased as a result of an excess of foreign steelmaking capacity, is periodically exacerbated by weakening of the economies of certain foreign steelmaking countries, and is further intensified during periods when the U.S. dollar is strong relative to foreign currencies. Economic difficulties in these countries or a reduction in demand for steel produced by these countries, when those events occur, results in lower local demand for steel products in these countries and tends to encourage greater steel exports to the United States at depressed prices.

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In addition, we believe the downward pressure on, and depressed levels of, U.S. steel prices in recent years have been further exacerbated by imports of steel involving dumping and subsidy abuses by foreign steel producers. Some foreign steel producers are owned, controlled or subsidized by foreign governments. As a result, decisions by these producers with respect to their production, sales and pricing are often influenced to a greater degree by political and economic policy considerations than by prevailing market conditions, realities of the marketplace or consideration of profit or loss. For example, between 1998 and 2001, when imports of hot-rolled and cold-rolled products increased dramatically, domestic steel producers, including us, were adversely affected by unfairly priced or “dumped” imported steel. Even though various protective actions taken by the U.S. government during 2001, including the enactment of various steel import quotas and tariffs, resulted in an abatement of some steel imports during 2002 and 2003, these protective measures were only temporary, many foreign steel manufacturers were granted exemptions from the application of these measures and President Bush, in December 2003, rescinded a substantial part of these protective measures, the so-called Section 201 tariffs, as a result of a November 10, 2003 Word Trade Organization ruling declaring that the tariffs on hot-rolled and cold-rolled finished steel imports violated global trade rules, and as a result of economic and political pressures from foreign governments, including threats of retaliatory tariffs on U.S. exports. Moreover, there are products and countries that were not covered by these protective measures, and imports of these exempt products or of products from these countries may have an additional adverse effect upon our revenues and income. In any event, when any of these remaining measures expire or if they are further relaxed or repealed, or if increasingly higher U.S. steel prices enable foreign steelmakers to export their steel products into the United States, even with the presence of duties or tariffs, the resurgence of substantial imports of foreign steel could again create downward pressure on U.S. steel prices.

Certain domestic steel companies, as well as labor unions, have filed complaints with the International Trade Commission and the U.S. Department of Commerce against certain hot-rolled, cold-rolled and structural steel imports. In June of 2002, the ITC made final negative injury determinations in cases relating to structural steel imports from China, Germany, Italy, Luxembourg, Russia, South Africa, Spain and Taiwan. In addition, in August and October of 2002, the ITC also made final negative injury determinations in all outstanding cases relating to cold-rolled steel, thus ending the investigations without the imposition of duties. These negative determinations may increase the amount of cold-rolled and structural steel imports into the United States and may create further downward pressure on U.S. steel prices. In June of 2002, the United States granted “market economy” status to Russia, which may enable Russia to more effectively defend itself against dumping actions and increase the risk that Russia in the future may dump steel into the U.S. market, which may adversely affect U.S. steel prices. Moreover, in 1999 the United States and Russia entered into a five-year comprehensive quota agreement with annual quantitative limitations on imports into the United States by Russian steel producers with respect to, among other things, flat-rolled, structural, rail, and bar steel products. This five-year agreement will terminate on July 12, 2004 and it is not expected that the agreement will be renewed. Given excess capacity in Russia, the termination of this agreement may lead to import surges of steel products from Russia which could have adverse effects upon U.S. steel prices.

          Excess global capacity in the steel industry and the availability of competitive substitute materials has resulted in intense competition and may continue to exert downward pressure on our pricing

The highly competitive nature of the industry, in part, exerts downward pressure on prices for some of our products. Competition within the steel industry, both domestically and worldwide, is intense and it is expected to remain so. We compete primarily on the basis of (1) price, (2) quality and (3) the ability to meet our customers’ product needs and delivery schedules. Our primary competitors have traditionally been other mini-mills, which may have cost structures and management cultures more similar to ours than integrated mills. However, we also compete with many integrated producers of hot-rolled, cold-rolled and coated products, many of which are larger, have substantially greater capital resources and have cost structures that have become much more competitive. Largely as a result of the consolidation within the U.S. steel industry brought about by bankruptcies and the emergence of a number of integrated steel producers with lower capital costs, new or renegotiated union work rules and labor costs, the elimination or reduction of health care and retirement legacy costs, and the introduction of more incentive based compensation and a more decentralized management structure, these integrated producers, most notably International Steel Group and

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U.S. Steel, have cost structures that are more competitive. Likewise, with their lesser dependence on scrap as a major component of their melt mix, these producers may also have a raw material cost advantage over the currently high cost of scrap that we must absorb. The emergence of these producers further increases the competitive environment in the steel industry and may contribute to future price declines.

In addition, global overcapacity in steel manufacturing has had a negative impact on U.S. steel pricing and is likely to continue to persist and could have a negative impact on our sales, margins and profitability. Over the last decade, the construction of new mini-mills, expansion and improved production efficiencies of some integrated mills and substantial expansion of foreign steel capacity have all led to an excess of manufacturing capacity. Increasingly, this overcapacity, when combined with periodic high levels of steel imports into the United States, exerts downward pressure on domestic steel prices, including the prices of our products, and has resulted, at times, in a dramatic narrowing, or with many companies the elimination, of gross margins.

In the case of certain product applications, we and other steel manufacturers compete with manufacturers of other materials, including plastic, aluminum, graphite composites, glass, wood and concrete.

          Our level of production and our sales and earnings are subject to significant fluctuations as a result of the cyclical nature of the steel industry and the industries we serve

The price of steel and steel products may fluctuate significantly due to many factors beyond our control. This fluctuation directly affects the levels of our production and our sales and earnings. The steel industry is highly cyclical, influenced by a combination of factors, including periods of economic growth, or recession, strength or weakness of the U.S. dollar, worldwide production capacity, levels of steel imports and applicable tariffs, as well as general economic conditions and the condition of certain other industries. The demand for steel products is generally affected by macroeconomic fluctuations in the United States and global economies in which steel companies sell their products. Future economic downturns, stagnant economies or currency fluctuations in the United States or globally could decrease the demand for our products or increase the amount of imports of steel into the United States either event of which would decrease our sales, margins and profitability.

In addition, a disruption or downturn in the automotive, oil and gas, gas transmission, construction, commercial equipment, rail transportation, appliance, agricultural and durable goods industries could negatively impact our financial condition, production, sales, margins and earnings. We are also particularly sensitive to trends and events, including strikes and labor unrest, that may impact these industries. These industries are significant markets for our products and are themselves highly cyclical.

Risks Related to the Notes

          We have substantial indebtedness and debt service requirements which limits our financial and operating flexibility

Our substantial indebtedness limits our financial and operating flexibility. For example, it could:

• make it more difficult to satisfy our obligations with respect to our debt, including our various notes;

• limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate purposes;

• require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, reducing our ability to use these funds for other purposes;

• limit our ability to adjust rapidly to changing market conditions; and

• increase our vulnerability to downturns in general economic conditions or in our business.

Our ability to satisfy our debt obligations will depend upon our future operating performance, which in turn will depend upon the successful implementation of our strategy and upon financial, competitive, regulatory, technical and other factors, many of which are beyond our control. As of December 31, 2003, we had indebtedness of $111 million under our senior secured credit facility, $300 million in connection with our

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9 1/2% senior unsecured notes due 2009, and $115 million in connection with our 4% convertible subordinated notes due 2012.

If we are not able to generate sufficient cash from operations to make payments under our credit agreements or to meet our other debt service obligations, we will need to refinance our indebtedness. Our ability to obtain such financing will depend upon our financial condition at the time, the restrictions in the agreements governing our indebtedness and other factors, including general market and economic conditions. If such refinancing were not possible, we could be forced to dispose of assets at unfavorable prices. Even if we could obtain such financing, we cannot be sure that it would be on terms that are favorable to us. In addition, we could default on our debt obligations.

          Our business requires substantial capital investment and maintenance expenditures, which we may be unable to provide

Our business strategy may require additional substantial capital investment. We require capital for, among other purposes, managing acquired assets, acquiring new equipment, maintaining the condition of our existing equipment, completing future acquisitions and maintaining compliance with environmental laws and regulations. To the extent that cash generated internally and cash available under our credit facilities is not sufficient to fund capital requirements, we may require additional debt and/or equity financing. However, this type of financing may not be available or, if available, may not be on satisfactory terms. Future debt financing, if available, may result in increased interest and amortization expense, increased leverage and decreased income available to fund further acquisitions and expansion. In addition, future debt financing may limit our ability to withstand competitive pressures and render us more vulnerable to economic downturns. If we fail to generate or obtain sufficient additional capital in the future, we could be forced to reduce or delay capital expenditures and acquisitions, sell assets or restructure or refinance our indebtedness.

          Our senior secured credit agreement and the indenture relating to the notes contain restrictive covenants that may limit our flexibility

Restrictions and covenants in our existing debt agreements, including our senior secured credit agreement and the indenture relating to the notes, as well as the indenture relating to our 4% convertible subordinated notes due 2012, and any future financing agreements, may impair our ability to finance future operations or capital needs or to engage in other business activities. Specifically, these agreements will restrict our ability to:

• incur additional indebtedness;

• pay dividends or make distributions with respect to our capital stock;

• repurchase or redeem capital stock;

• make investments;

• create liens and enter into sale and leaseback transactions;

• make capital expenditures;

• enter into transactions with affiliates or related persons;

• issue or sell stock of certain subsidiaries;

• sell or transfer assets; and

• participate in certain joint ventures, acquisitions or mergers.

A breach of any of the restrictions or covenants in our debt agreements could cause a default under our senior secured credit agreement, the indenture or other debt. A significant portion of our indebtedness then may become immediately due and payable. We are not certain whether we would have, or be able to obtain, sufficient funds to make these accelerated payments, including payments on the notes. If any senior debt is accelerated, our assets may not be sufficient to repay in full such indebtedness and our other indebtedness,

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including the notes, in which event the interests of the senior debt lenders may conflict with the interests of the holders of the notes.

          We may not have sufficient cash flow to make payments on your notes and our other debt

If our cash flow and capital resources are insufficient to allow us to make scheduled payments on your notes or on our other debt, we may have to sell assets, seek additional capital or restructure or refinance our debt. If we are required to do that, the terms of our debt may not allow for these alternative measures, even if permitted, such measures might not satisfy our scheduled debt service obligations.

If we cannot make scheduled payments on our debt:

• our debtholders could declare all outstanding principal and interest to be due and payable;

• the lenders under our senior secured credit agreement could terminate their commitments and commence foreclosure proceedings against our assets;

• we could be forced into bankruptcy or liquidation; and

• you could lose all or part of your investment in the notes.

Our ability to pay principal and interest on your notes and on our other debt and to fund our planned capital expenditures depends on our future operating performance. Our future operating performance is subject to a number of risks and uncertainties that are often beyond our control, including general economic conditions and financial, competitive, regulatory and environmental factors. For a discussion of some of these risks and uncertainties, please see “Risk Factors—Risks Related to Our Business” and “—Risks Related to Our Industry.” Consequently, we may not have sufficient cash flow to meet our liquidity needs, including making payments on our indebtedness.

          Despite our substantial indebtedness, we may still incur significantly more debt, which could further increase the risks described above

The terms of our senior secured credit agreement, the indenture related to the notes and the indenture related to our 4% convertible subordinated notes due 2012 do not prohibit us or our subsidiaries from incurring additional indebtedness in the future. Any additional debt could be senior to the notes and could increase the risks described above.

          Since the notes are unsecured, they are effectively subordinated to any of our existing and future secured debt

If we are in default on our secured obligations, you may not receive principal and interest payment on your notes. Our obligations under our senior secured credit agreement are secured by a significant portion of our assets. In contrast, our obligations under the notes are unsecured. As a result, the notes are subordinated to our obligations under our senior secured credit agreement as well as any other existing and future secured debt. As of December 31, 2003, we had $111.3 million of secured indebtedness outstanding (excluding indebtedness of our subsidiaries), and we had the ability to borrow $75.0 million more under our credit facility.

          The notes are effectively subordinated to all of the liabilities of our non-guarantor subsidiaries

Our subsidiaries Steel Dynamics Sales North America, Inc., SDI Investment Company, Ferrous Resources, LLC, STLD Holdings, Inc. and Dynamic Bar Products, LLC are guarantors of the notes and are deemed “restricted subsidiaries” under the indenture. Our other subsidiaries, Iron Dynamics, Inc., New Millennium Building Systems, LLC, Omni Dynamic Aviation, LLC (97% owned) and Paragon Steel Enterprises, LLC (50% owned), are not guarantors of the notes, and are deemed to be “unrestricted subsidiaries” under the indenture. As a result, the notes are effectively subordinated to all of the liabilities of our unrestricted or non-guarantor subsidiaries. As of December 31, 2003, our non-guarantor subsidiaries had $31.6 million of liabilities outstanding, including $20.2 million of indebtedness, excluding intercompany

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liabilities and guarantees under our senior secured credit agreement, and accounted for 13% of total assets and 8% of total net sales for the year ended December 31, 2003.

          Federal and state laws permit a court to void the subsidiary guarantees under certain circumstances

The guarantee of the notes by our guarantor subsidiaries may be subject to review under federal or state fraudulent transfer laws. While the relevant laws may vary from state to state, under such laws, a subsidiary guarantee will be a fraudulent conveyance if (1) any of our subsidiaries made guarantees with the intent of hindering, delaying or defrauding creditors, or (2) any of the subsidiary guarantors received less than reasonably equivalent value or fair consideration in return for its guarantee, and in the case of (2) only, one of the following is also true:

• any of the subsidiary guarantors was insolvent, or became insolvent, at the time of the guarantee;

• the guarantee left the applicable subsidiary guarantor with an unreasonably small amount of capital; or

• the applicable subsidiary guarantor intended to, or believed that it would, be unable to pay its debts as they matured.

If any guarantee were to be deemed a fraudulent conveyance, a court could, among other things, void any of the subsidiary guarantors’ obligations under its guarantee and require the repayment of any amounts paid thereunder. Generally, an entity will be considered insolvent if:

• the sum of its debts is greater than the value of its property;

• the present fair value of its assets is less than the amount that it will be required to pay on its existing debts as they become due; or

• it cannot pay its debts as they become due.

We cannot be sure as to whether a court would determine that immediately after the issuance of the notes and the subsidiary guarantees, each of the subsidiary guarantors would be solvent, would have sufficient capital to carry on its business and would be able to pay its debts as they mature or what standard a court would apply in making these determinations.

          We are prohibited from, and may be unable to repurchase the notes upon a change of control, which would cause defaults under the indenture for the notes and our senior secured credit agreement and possibly other existing or future indebtedness

Upon the occurrence of a change of control as defined in the indenture for the notes, we will be required to offer to purchase the notes at 101% of the principal amount of the notes, together with accrued and unpaid interest, if any, to the date of purchase. We are prohibited under our senior secured credit facility, and may be prohibited under our other indentures or under indebtedness we may incur in the future, from purchasing any notes prior to their stated maturity. In such circumstances, we will be required to repay all or a portion of the outstanding principal of, and pay any accrued and unpaid interest on, indebtedness under our senior secured credit agreement and any such other existing or future indebtedness or obtain the requisite consent from the lenders under our senior secured credit agreement and the holders of any such other indebtedness to permit the repurchase of the notes. If we are unable to repay all of such indebtedness or are unable to obtain the necessary consents, we will be unable to offer to repurchase the notes, which would constitute an event of default under the indenture for the notes, which itself would also constitute a default under our senior secured credit agreement and could constitute a default under the terms of any other indenture or indebtedness.

In addition, the events that constitute a change of control under the indenture for the notes may also be events of default under the new senior secured credit agreement or other indebtedness we may incur in the future.

          If you fail to exchange your old notes, you may be unable to sell them

If you remain a holder of old notes after the exchange offer, you may be unable to sell your old notes. Because we did not register the old notes under the Securities Act or any state securities laws and we do not

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intend to do so after the exchange offer, the old notes may only be transferred in limited circumstances under applicable securities laws. If you do not exchange your old notes in the exchange offer, you will lose your right to have your old notes registered under the Securities Act.

          An active trading market may not develop for the exchange notes

An active trading market may not develop for your notes, you may not be able to sell your Exchange Notes, or, even if you can sell your Exchange Notes, you may not be able to sell them at a price equal to or above the price you paid. There is no active public trading market for the old notes. We do not intend to apply for listing of the Exchange Notes on any domestic securities exchange or Nasdaq. The liquidity of the trading market in the Exchange Notes, and the market prices quoted for the Exchange Notes, may be adversely affected by changes in the overall market for these types of securities and by changes in our financial performance or prospects or in the prospects for companies in our industry generally.

          Trading prices for the notes may be volatile

Historically, the market for non-investment grade debt securities has been subject to disruptions that have caused substantial volatility in the prices of such securities. The market for the notes could be subject to similar volatility. The trading price of the notes also could fluctuate in response to factors such as variations in our operating results, general developments in the steel industry, developments in the general economy, and changes in securities analysts’ recommendations regarding our securities or similar securities.

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FORWARD LOOKING STATEMENTS

Throughout this prospectus, we may make statements that express our opinions, expectations, or projections regarding future events or future results, in contrast with statements that reflect historical facts. These predictive statements, which we generally precede or accompany by such typical conditional words as “anticipate,” “intend,” “believe,” “estimate,” “plan,” “seek,” “project” or “expect,” or by the words “may,” “will,” or “should,” are intended to operate as “forward looking statements” of the kind permitted by the Private Securities Litigation Reform Act of 1995, incorporated in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. That legislation protects such predictive statements by creating a “safe harbor” from liability in the event that a particular prediction does not turn out as anticipated.

While we always intend to express our best judgment when we make statements about what we believe will occur in the future, and although we base these statements on assumptions that we believe to be reasonable when made, these forward looking statements are not a guarantee of performance, and you should not place undue reliance on such statements. Forward looking statements are subject to many uncertainties and other variable circumstances, many of which are outside of our control, that could cause our actual results and experience to differ materially from those we thought would occur.

The following listing represents some, but not necessarily all, of the factors that may cause actual results to differ from those anticipated or predicted:

• cyclical changes in market supply and demand for steel; general economic conditions; U.S. or foreign trade policy or adverse outcomes of pending and future trade cases alleging unlawful practices in connection with steel imports or exports, including the repeal or lapse of, or exemptions, from existing U.S. tariffs on imported steel; and governmental monetary or fiscal policy in the U.S. and other major international economies;

• increased competition brought about by excess global steelmaking capacity, imports of low priced steel and consolidation in the domestic steel industry;

• risks and uncertainties involving new products or new technologies, such as our Iron Dynamics ironmaking process, in which the product or process or certain critical elements thereof may not work at all, may not work as well as expected, or may turn out to be uneconomic even if they do work;

• changes in the availability or cost of steel scrap, steel scrap substitute materials or other raw materials or supplies which we use in our production processes, as well as periodic fluctuations in the availability and cost of electricity, natural gas or other utilities;

• the occurrence of unanticipated equipment failures and plant outages or incurrence of extraordinary operating expenses;

• actions by our domestic and foreign competitors, including the addition of production capacity, the re-start of previously idled production capacity resulting from bankruptcy reorganizations or asset purchases out of bankruptcy;

• loss of business from one or more of our major customers or end-users;

• labor unrest, work stoppages and/or strikes involving our own workforce, those of our important suppliers or customers, or those affecting the steel industry in general;

• the effect of the elements upon our production or upon the production or needs of our important suppliers or customers;

• the impact of, or changes in, environmental laws or in the application of other legal or regulatory requirements upon our production processes or costs of production or upon those of our suppliers or customers, including actions by government agencies, such as the U.S. Environmental Protection Agency or the Indiana Department of Environmental Management, on pending or future environmentally related construction or operating permits;

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• private or governmental liability claims or litigation, or the impact of any adverse outcome of any litigation on the adequacy of our reserves, the availability or adequacy of our insurance coverage, our financial well-being or our business and assets;

• changes in interest rates or other borrowing costs, or the effect of existing loan covenants or restrictions upon the cost or availability of credit to fund operations or take advantage of other business opportunities;

• changes in our business strategies or development plans which we may adopt or which may be brought about in response to actions by our suppliers or customers, and any difficulty or inability to successfully consummate or implement as planned any of our projects, acquisitions, joint ventures or strategic alliances; and

• the impact of regulatory or other governmental permits or approvals, litigation, construction delays, cost overruns, technology risk or operational complications upon our ability to complete, start-up or continue to profitably operate a project, an acquisition or a new business, or to operate it as anticipated.

We also believe that you should read the many factors described in “Risk Factors” immediately following the “Prospectus Summary” to better understand the risks and uncertainties inherent in our business, in owning our securities and underlying any forward looking statements.

Any forward looking statements which we make in this prospectus or in any of the documents that are incorporated by reference herein speak only as of the date of such statement. Comparisons of results between current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

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SUMMARY OF THE TERMS OF THE EXCHANGE OFFER

The following brief summary contains the material terms of this Exchange Offer. You should read the full text and more specific details contained elsewhere in this prospectus. For a more detailed description of the Exchange Notes, see “Description of the Exchange Notes.”

Exchange Up to $100 million aggregate principal amount of our 9 1/2% senior notes due March 15, 2009 that have been registered under the Securities Act of 1933, as amended, in exchange for an equal face amount of our outstanding unregistered 9 1/2% senior notes due March 15, 2009.

We entered into a registration rights agreement with the initial purchasers of the old notes in which we agreed to register this exchange offer, to deliver this prospectus and to complete the exchange offer. You are entitled to exchange in this exchange offer your old notes for Exchange Notes that have terms identical in all material respects to the old notes, except that:

• the Exchange Notes have been registered under the Securities Act;

• the Exchange Notes are not entitled to the registration rights that are applicable to the old notes; and

• the additional cash interest provisions that apply to the old notes in the event of a failure to timely register and consummate the exchange offer will no longer apply. See “Description of the Notes — Registration Rights.”

Expiration Date The exchange offer will expire at 5:00 p.m., New York City time, on June 15, 2004, unless extended. We do not currently plan to extend the expiration date. Any outstanding old notes not accepted for exchange for any reason will be returned without expense to the tendering holder promptly after the expiration or termination of the exchange offer.  

Withdrawal Rights A tender of outstanding old notes may be withdrawn at any time prior to the expiration date.

Resales of the Exchange Notes We believe that Exchange Notes to be issued in the exchange offer may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act if you meet the following conditions:

(1) the Exchange Notes are acquired by you in the ordinary course of your business;

(2) you are not participating, do not intend to participate and have no arrangement or understanding with any person to participate in a distribution of the Exchange Notes; and

(3) you are not our affiliate, as that term is defined in Rule 405 under the Securities Act.

Our belief is based on interpretations by the staff of the Commission, as set forth in no-action letters issued to third parties unrelated to us.

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Each broker-dealer that receives Exchange Notes in the exchange offer for its own account in exchange for old notes pursuant to the exchange offer, that were acquired by that broker-dealer as a result of market-making activities or other trading activities must agree to deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Notes. See “Plan of Distribution.”

If you are a holder of old notes and you are an affiliate of Steel Dynamics, did not acquire the Exchange Notes in the ordinary course of your business, or you wish to tender your old notes in the exchange offer with the intention of participating, or for the purpose of participating in a distribution of the Exchange Notes, you cannot rely on the position of the staff of the SEC enunciated in Exxon Capital Holdings Corporation, Morgan Stanley & Co. Incorporated or similar no-action letters and, absent an available exemption, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale of the Exchange Notes.

Certain Conditions to the Exchange
Offer The exchange offer is subject to customary conditions, which we may waive. Please read the section captioned “Terms of the Exchange — Certain Conditions to the Exchange Offer” for more information regarding the conditions to the exchange offer.

Effects on Holders of Outstanding Old
Notes As a result of the making of, and upon acceptance for exchange of all validly tendered outstanding old notes pursuant to the terms of, the exchange offer, we will have fulfilled a covenant in the registration rights agreement at the time of the issuance of the old notes and, accordingly, there will thereafter be no increase in the interest rate on the old notes as described in the registration rights agreement. If you are a holder of old notes and you do not tender your old notes in the exchange offer, you will continue to hold the old notes and will be entitled to all the rights and limitations applicable to the old notes in the indenture relating to the notes, except for any rights under the registration rights agreement that by their terms terminate upon the consummation of the exchange offer.

To the extent that old notes are tendered and accepted in this exchange offer, the trading market for the old notes could be adversely affected.

Consequences of Failure to
Exchange If you do not exchange your old notes for Exchange Notes, you will continue to hold your outstanding old notes and will be entitled to all the rights and subject to all the limitations applicable to the old notes in the Indenture relating to the old notes, except that you will no longer be able to obligate us to register your old notes under the Securities Act. In that event, you will not be able to resell, offer to resell or otherwise transfer your old notes unless they are registered under the Securities Act or unless you resell, offer to resell or otherwise transfer them under an exemption from the registration requirements of, or in a transaction not subject to,

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	the Securities Act and applicable state securities laws. Other than in connection with this exchange offer, we do not currently anticipate that we will register the old notes under the Securities Act.
Certain Tax Considerations	The exchange of old notes for Exchange Notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes. See “Certain Tax Considerations.”

Use of Proceeds We will not receive any cash proceeds from the issuance of Exchange Notes pursuant to the exchange offer.

Exchange Agent The Bank of New York Trust Company, N.A. is the exchange agent for the exchange offer. The address and telephone number of the exchange agent are:

The Bank of New York Trust Company, N.A.
c/o BNY Midwest Trust Company
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602
Attn: Corporate Trust Administration
(312) 827-8546 (phone)
(312) 827-8542 (fax)

or, in The Borough of Manhattan, The City of New York, New York:

The Bank of New York Trust Company, N.A.
c/o The Bank of New York
101 Barclay Street
New York, New York 10286

Procedure for Exchange If you would like to receive Exchange Notes for your old notes, complete the letter of transmittal accompanying this prospectus and deliver the completed letter to the Exchange Agent.

Delivery You must also deliver the old notes and any other required documents to the Exchange Agent at the address set forth above. If you hold old notes through The Depository Trust Company (“DTC”) and wish to participate in the exchange offer, you must comply with the Automated Tender Offer Program procedures of DTC, by which you will agree to be bound by the letter of transmittal. By signing or agreeing to be bound by the letter of transmittal, you will represent to us that, among other things:

• any Exchange Notes you receive will be acquired in the ordinary course of your business;

• you have no arrangement or understanding with any person or entity to participate in a distribution of the Exchange Notes;

• if you are a broker-dealer that will receive Exchange Notes for your own account in exchange for old notes that were acquired as a result of market-making activities or other trading activities, that you will deliver a prospectus, as required by law, in connection with any resale of those Exchange Notes; and

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• you are not our “affiliate,” as defined in Rule 405 of the Securities Act.

Special Procedures for Beneficial
Owners If you are the beneficial owner of old notes and they are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender your old notes, you should promptly contact the person in whose name your old notes are registered and instruct that person to tender on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your old notes, either make appropriate arrangements to register ownership of the old notes in your name or obtain a properly completed bond power from the person in whose name your old notes are registered. The transfer of registered ownership may take considerable time. See “The Exchange Offer — Procedures for Tendering — Procedures Applicable to All Holders.”

Guaranteed Delivery Procedures If you wish to tender your old notes and your old notes are not immediately available or you cannot deliver your old notes, the accompanying letter of transmittal or any other documents required by the accompanying letter of transmittal or comply with the applicable procedures under DTC’s Automated Tender Offer Program before the Expiration Date, you must tender your old notes according to the guaranteed delivery procedures set forth in this prospectus under “Terms of the Exchange — Guaranteed Delivery Procedures.”

Please see “Terms of the Exchange” for detailed instructions on how to obtain Exchange Notes for your old Notes.

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SUMMARY OF THE TERMS OF THE EXCHANGE NOTES

Issuer Steel Dynamics, Inc.

Notes Offered $100,000,000 aggregate principal amount of 9 1/2% Senior Notes Due 2009.

Maturity March 15, 2009.

Interest 9 1/2% per annum, payable in cash on March 15 and September 15 of each year, with interest on Exchange Notes beginning on September 15, 2004, payable from March 15, 2004.

Guarantees The Exchange Notes are guaranteed on a senior unsecured and subordinated basis by Steel Dynamics Sales North America, Inc., SDI Investment Company, STLD Holdings, Inc., Ferrous Resources, LLC and Dynamic Bar Products, LLC, our direct 100% owned subsidiaries.

Optional Redemption We may redeem any of the notes beginning on March 15, 2006. The initial redemption price is 104.750% of their principal amount, plus accrued interest. The redemption price will decline to 102.375% after March 15, 2007 and will be 100% of their principal amount, plus accrued interest, beginning on March 15, 2008.

In addition, before March 15, 2005, we may redeem up to 35% of the aggregate principal amount of outstanding notes with the net proceeds from sales of certain kinds of one or more sales of our capital stock at a redemption price equal to 109.500% of their principal amount, plus accrued interest to the redemption date. We may make such redemption only if, after any such redemption, at least 65% of the aggregate principal amount of notes originally issued under the indenture remains outstanding.

Change of Control Upon a change of control (as defined under “Description of the Notes”) we will be required to make an offer to purchase the notes. The purchase price will equal 101% of the principal amount of the notes on the date of purchase, plus accrued interest. We may not have sufficient funds available at the time of a change of control to make any required debt payment (including repurchases of the notes).

Ranking The notes will be senior unsecured obligations. The notes will be equal in right of payment with all existing and future senior unsecured indebtedness of our company and will rank senior to any subordinated indebtedness created in the future. The notes will be effectively subordinated to our secured indebtedness, to the extent of the assets securing that indebtedness, including indebtedness under our new senior secured credit agreement.

As of December 31, 2003, we had $607.6 million of consolidated indebtedness and long-term contingent obligations outstanding, $111.3 million of which was secured indebtedness under our senior secured credit agreement and $115.0 million of subordinated convertible indebtedness. The notes are also effectively subordinated to all of the liabilities of our subsidiaries.

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	As of December 31, 2003, our non-guarantor subsidiaries had approximately $31.6 million of liabilities outstanding, including $20.2 million of indebtedness, but excluding intercompany liabilities.
Certain Covenants	The indenture governing the notes contains covenants limiting our ability and the ability of our restricted or guarantor subsidiaries to:

• incur additional debt;

• pay dividends;

• make investments or certain other restricted payments;

• engage in sale-leaseback transactions;

• enter into transactions with stockholders or affiliates;

• guarantee debts;

• sell assets;

• create liens;

• issue or sell stock of subsidiaries; and

• engage in a merger, sale or consolidation.

These covenants are subject to important exceptions and qualifications, which are described under the heading “Description of the Notes — Certain Covenants” in this prospectus.

All of our subsidiaries, other than Steel Dynamics Sales North America, Inc., SDI Investment Company, Ferrous Resources, LLC, STLD Holdings, Inc. and Dynamic Bar Products, LLC, will be unrestricted or non- guarantor subsidiaries. Our unrestricted subsidiaries accounted for 13% of total assets as of December 31, 2003 and for 8% of total net sales for the year ended December 31, 2003 and had a net income of $1.5 million for the year ended December 31, 2003.

Use of Proceeds We will not receive any cash proceeds upon the completion of the exchange offer.

Further Issuances We may from time to time, without notice to or the consent of the holders of Exchange Notes, create and issue additional notes ranking equally and ratably with the Exchange Notes. The $100 million of old notes, and the Exchange Notes to be issued in exchange therefor, are in fact an additional issuance to the $200 million of notes previously issued and previously exchanged pursuant to the indenture. Such further notes may be issued under the indenture relating to the notes offered hereby, and may vote with the notes offered hereby on matters affecting all noteholders.

Form of Exchange Notes The Exchange Notes to be issued in the exchange offer will be represented by one or more global securities deposited with the Trustee for the benefit of DTC. You will not receive Exchange Notes in certificated form unless one of the events sets forth under the heading “Description of the Exchange Notes — Form of Exchange Notes” occurs. Instead, beneficial interests in the Exchange Notes to be issued in the exchange offer will be shown on, and a transfer of these interests will be effected only through,

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	records maintained in book entry form by DTC with respect to its participants.
Amendments and Waivers	Except for specified amendments, the indenture may be amended with the consent of the holders of a majority of the principal amount of the notes then outstanding.

Absence of a Public Market for
the Exchange Notes The Exchange Notes generally will be freely transferable but will also be new securities for which there will not initially be a market. It is not certain whether a market for the Exchange Notes will develop or whether any such market would provide a significant degree of liquidity. We do not intend to apply for a listing of the Exchange Notes on any domestic securities exchange or seek approval for quotation through any automated quotation system.

USE OF PROCEEDS

We will receive no proceeds from the exchange of the old notes in this exchange offer. In consideration for issuing the Exchange Notes as contemplated by this prospectus, we will receive in exchange a like principal amount of old notes, the terms of which are identical in all material respects to the Exchange Notes. The old notes surrendered in exchange for the Exchange Notes will be retired and canceled and cannot be reissued. Accordingly, issuance of the Exchange Notes will not result in any change in our capitalization.

The net proceeds from the issuance and sale of the old notes were approximately $108.8 million after deduction of the expenses related to the offerings.

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RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratio of earnings to fixed charges for the periods indicated (dollars in thousands).

	1999			2000			2001			2002			2003
Interest expense, including amortization of debt issuance costs	$	22,919		$	21,038		$	21,015		$	38,513		$	38,568
Capitalized interest		13,196			17,477			13,993			11,413			7,820
Fixed charges (a)		36,115			38,515			35,008			49,926			46,388
Income before taxes and extraordinary items		65,279			84,485			5,113			124,477			75,437
Amortization of capitalized interest		1,365			1,501			1,597			2,932			3,859
Less capitalized interest		(13,196	)		(17,477	)		(13,993	)		(11,413	)		(7,820	)
Adjusted earnings (b)	$	89,563		$	107,024		$	27,725		$	165,922		$	117,864
Ratio (b) / (a)		2.48x			2.78x			0.79x			3.32x			2.54x

For purposes of calculating our ratio of earnings to fixed charges, earnings consist of earnings from continuing operations before income taxes and extraordinary items, adjusted for the portion of fixed charges deducted from the earnings, plus amortization of capitalized interest. Fixed charges consist of interest on all indebtedness, including capitalized interest, and amortization of debt issuances costs. In 2001, our earnings were insufficient to cover our fixed charges by $7.3 million.

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SELECTED FINANCIAL AND OPERATING DATA

The following table sets forth selected consolidated financial and operating data of Steel Dynamics. You should read the following data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and notes incorporated by reference in this prospectus.

You should also read the following information in conjunction with the data in the table on the following page:

• “Operating profit per ton shipped” represents consolidated operating income before start-up costs and minority interest adjustments divided by consolidated net ton shipments.

• For purposes of calculating our “ratio of earnings to fixed charges”, earnings consist of earnings from continuing operations before income taxes and extraordinary items, adjusted for the portion of fixed charges deducted from these earnings, plus amortization of capitalized interest. Fixed charges consist of interest on all indebtedness, including capitalized interest, and amortization of debt issuance costs. For the year ended December 31, 2001, earnings were insufficient to cover fixed charges by $7.3 million.

• For purposes of reporting our shipments and production, “Steel” operations include our Flat Roll Division, Structural and Rail Division and Bar Products Division and “Other” operations include New Millennium Building Systems, Paragon Steel Trading and Iron Dynamics.

• “Prime tons” refer to hot bands produced at our Flat Roll Division, which meet or exceed quality standards for surface, shape and metallurgical properties. “Prime ton percentage” refers to the ratio of prime hot band tons shipped for the period to total hot band tons shipped for the period.

• “Effective capacity utilization” is the Flat Roll Division’s ratio of tons produced for the operational period to the operational period’s capacity. We used an annual production capacity of 2.2 million tons. During 2002 and 2003, the Flat Roll Division produced 2.4 million tons to meet market demand.

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	Years ended December 31,
	2003			2002			2001			2000			1999
	(dollars in thousands, except per share and per ton data)
Operating data:
Net sales	$	987,248		$	864,493		$	606,984		$	692,623		$	618,821
Cost of goods sold		827,264			638,860			522,927			533,914			487,629
Gross profit		159,984			225,633			84,057			158,709			131,192
Selling, general and administrative expenses		63,377			67,266			58,132			53,306			42,441
Income from operations		96,607			158,367			25,925			105,403			88,751
Interest expense		34,493			30,201			18,480			20,199			22,178
Gain from debt extinguishment		13,987			—			—			—			—
Other expense		664			3,689			2,333			719			1,294
Income before income taxes		75,437			124,477			5,112			84,485			65,279
Income tax expense		28,289			46,600			1,968			30,690			25,849
Net Income	$	47,148		$	77,877		$	3,144		$	53,795		$	39,430
Basic earnings per share:
Net income	$	.99		$	1.65		$	.07		$	1.15		$	.82
Weighted average common shares outstanding		47,829			47,144			45,655			46,822			47,914
Diluted earnings per share:
Net income	$	.98		$	1.64		$	.07		$	1.15		$	.82
Weighted average common shares and share equivalents outstanding		48,127			47,463			45,853			46,974			48,153
Other financial data:
Operating profit per net ton shipped	$	37		$	74		$	23		$	65		$	58
Start-up costs		7,862			13,242			19,459			19,852			18,958
Capital expenditures		137,061			142,600			90,714			110,379			126,673
Ratio of earnings to fixed charges		2.54x			3.32x			0.79x			2.78x			2.48x
Other data:
Shipments (net tons)
Steel operations		2,799,760			2,357,528			1,945,479			1,913,069			1,869,714
Other operations		206,718			204,153			183,648			52,200			6,692
Intercompany		(189,230	)		(171,339	)		(165,525	)		(45,901	)		(6,692	)
Consolidated		2,817,248			2,390,342			1,963,602			1,919,368			1,869,714
Steel operations production (net tons)		2,950,249			2,488,342			2,015,991			2,031,025			1,938,234
Prime ton percentage – hot band		96.3			94.7			95.9			93.9			94.2
Effective capacity utilization – hot band		109.4			107.9			91.6			92.3			88.1
Man-hours per hot band net ton produced		.30			.31			.37			.37			.41
Shares outstanding at year end, net of shares held in treasury (000s)		48,645			47,581			45,743			45,505			47,971
Number of employees		1,397			869			676			651			650
Balance sheet data (end of period):
Cash and cash equivalents	$	65,430		$	24,218		$	78,241		$	10,184		$	16,615
Working capital		254,631			197,353			194,093			165,915			155,226
Net property, plant and equipment		1,001,116			929,338			852,061			807,322			742,787
Total assets		1,448,439			1,275,696			1,180,098			1,067,074			991,556
Long-term debt (including current maturities)		607,574			555,450			599,924			532,520			505,963
Stockholders’ equity		587,233			521,660			418,575			418,784			391,370

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CAPITALIZATION

The following table sets forth our consolidated capitalization as of December 31, 2003:

You should read this table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and notes included in this memorandum.

	As of December 31, 2003
	Actual
Cash and cash equivalents	$	65,430
Current portion of long-term debt	$	15,988
Long-term debt, excluding current maturities:
Steel Dynamics senior secured credit facilities
Revolving credit facility1	$	—
Term loan A		—
Term loan B		103,863
9 1/2% senior notes due 2009, including $8,834 unamortized bond premium		308,834
4% convertible subordinated notes, due 2012		115,000
Other long-term debt, excluding current maturities		63,889
Total long-term debt, excluding current maturities		591,586
Stockholders’ equity:
Common stock, $.01 par value per share; 100,000,000 shares authorized; 51,011,839 shares issued and 48,645,246 shares outstanding		509
Treasury stock, at cost; 2,366,593 shares		(28,670	)
Additional paid-in capital		362,328
Retained earnings		257,254
Other accumulated comprehensive loss		(4,188	)
Total stockholders equity		587,233
Total capitalization	$	1,194,807

¹ The revolving credit facility is for $75 million, all of which is available for future borrowing.

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TERMS OF THE EXCHANGE OFFER

We are offering to exchange $100 million of our 9 1/2% Senior Notes Due March 15, 2009 that have been registered under the Securities Act of 1933, as amended, in exchange for an equal face amount of our outstanding unregistered 9 1/2% Senior Notes Due March 15, 2008 that were issued on November 26, 2003.

We will accept up to a maximum face amount of $100 million of validly unregistered old notes.

Except for the requirements of applicable U.S. federal and state securities laws, there are no federal or state regulatory requirements to be complied with or approvals to be obtained by Steel Dynamics in connection with the exchange offers which, if not complied with or obtained, would have a material adverse effect on Steel Dynamics.

We issued the old notes on November 26, 2003 in a private placement to certain initial purchasers pursuant to a Purchase Agreement, and the initial purchasers resold the old notes to a limited number of qualified institutional buyers as defined in Rule 144A under the Securities Act in reliance on that rule, and to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act. One November 26, 2003, we also entered into a Fourth Supplemental Indenture to the original Indenture dated March 26, 2002, and a Registration Rights Agreement. These agreements require that we file a registration statement under the Securities Act with respect to the Exchange Notes to be issued in the exchange offer and, upon the effectiveness of the registration statement, offer to you the opportunity to exchange your old notes for a like principal amount of Exchange Notes. These Exchange Notes will be issued without a restrictive legend and, except as set forth below, may be reoffered and resold by you without registration under the Securities Act. After we complete the exchange offer, our obligations with respect to the registration of the notes will terminate, except as provided in the last paragraph of this section. A copy of the original and the First, Second, Third and Fourth Supplemental indentures relating to the notes, and the Registration Rights Agreement have been incorporated by reference into or attached as exhibits to the registration statement of which this prospectus is a part.

Based on an interpretation by the staff of the Commission set forth in no-action letters issued to third parties, if you are not our “affiliate” within the meaning of Rule 405 under the Securities Act or a broker-dealer referred to in the next paragraph, we believe that Exchange Notes to be issued to you in the exchange offer may be offered for resale, resold and otherwise transferred by you, without compliance with the registration and prospectus delivery provisions of the Securities Act. This interpretation, however, is based on your representation to us that:

• the Exchange Notes to be issued to you in the exchange offer are acquired in the ordinary course of your business;

• you are not engaging in and do not intend to engage in a distribution of the Exchange Notes to be issued to you in the exchange offer; and

• you have no arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be issued to you in the exchange offer.

If you tender your old notes in the exchange offer for the purpose of participating in a distribution of the Exchange Notes to be issued to you in the exchange offer, you cannot rely on this interpretation by the staff of the Commission. Under those circumstances, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. Each broker-dealer that receives Exchange Notes in the exchange offer for its own account in exchange for old notes that were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of those Exchange Notes. See “Plan of Distribution.”

In the event that applicable interpretations of the staff of the Securities and Exchange Commission do not permit Steel Dynamics to effect the Exchange Offer, or under other specified circumstances, we will use our best efforts, at our cost, to cause to become effective a shelf registration statement with respect to resale of the notes. We will use our best efforts to keep such shelf registration statement effective until the

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expiration of the time period referred to in Rule 144(k) under the Securities Act after the Closing Date, or such shorter period that will terminate when all notes covered by a shelf registration statement have been sold pursuant to a shelf registration statement. In the event of such a shelf registration, we will provide to each holder copies of the prospectus, notify each holder when the shelf registration statement for the notes has become effective and take certain other actions as are required to permit resale of the notes. A holder that sells its notes pursuant to the shelf registration statement (1) generally will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, (2) will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and (3) will be bound by the provisions of the registration rights agreement that are applicable to such a holder (including certain indemnification obligations).

In the event that the exchange offer is not consummated on or prior to the date that is six months after the Closing Date, the annual interest rate borne by the notes will be increased by .5% over the rate shown on the cover page of this prospectus. Once the exchange offer is consummated or the shelf registration statement is declared effective, the annual interest rate borne by the notes shall be changed to again be the rate shown on the cover page of this prospectus.

Consequences of Failure to Exchange

After we complete the exchange offer, if you have not tendered your old notes, you will not have any further registration rights, except as set forth above. Your old notes will continue to be subject to certain restrictions on transfer. Therefore, the liquidity of the market for your old notes could be adversely affected upon completion of the exchange offer if you do not participate in the exchange offer.

THE EXCHANGE

Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept any and all old notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the expiration date of June 15, 2004, unless extended. We will issue $1,000 principal amount of Exchange Notes in exchange for each $1,000 principal amount of old notes accepted in the exchange offer. You may tender some or all of your old notes pursuant to the exchange offer. However, old notes may be tendered only in integral multiples of $1,000 principal amount.

The form and terms of the Exchange Notes are substantially the same as the form and terms of the old notes, except that the Exchange Notes to be issued in the exchange offer have been registered under the Securities Act and will not bear legends restricting their transfer. The Exchange Notes will be issued pursuant to, and entitled to the benefits of, the indenture. The indenture also governs the old notes. The Exchange Notes and the old notes will be deemed one issue of notes under the indenture.

As of the date of this prospectus, $100.0 million in aggregate principal amount of 9 1/2% old notes due 2009 were outstanding. This prospectus, together with the letter of transmittal, is being sent to all registered holders and to others believed to have beneficial interests in the old notes. You do not have any appraisal or dissenters’ rights in connection with the exchange offer under the Business Corporation Law of the State of Indiana or the indenture.

We will be deemed to have accepted validly tendered outstanding notes when, as, and if we have given oral or written notice of our acceptance to the exchange agent. The exchange agent will act as our agent for the tendering holders for the purpose of receiving the Exchange Notes from us. If we do not accept any tendered notes because of an invalid tender, the occurrence of certain other events set forth in this prospectus or otherwise, we will return certificates for any unaccepted old notes, without expense, to the tendering holder as promptly as practicable after the expiration date.

You will not be required to pay brokerage commissions or fees or, except as set forth below under “— Transfer Taxes,” transfer taxes with respect to the exchange of your old notes in the exchange offer. We will pay all charges and expenses, other than certain applicable taxes, in connection with the exchange offer. See “— Fees and Expenses” below.

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Expiration Date; Amendments

The exchange offer will expire at 5:00 p.m., New York City time, on June 15, 2004, unless we determine, in our sole discretion, to extend the exchange offer, in which case it will expire at the later date and time to which it is extended. We do not currently intend to extend the exchange offer, although we reserve the right to do so. If we extend the exchange offer, we will give oral or written notice of the extension to the exchange agent and give each registered holder notice by means of a press release or other public announcement of any extension prior to 9:00 a.m., New York City time, on the next business day after the scheduled expiration date. If we amend the exchange offer in a manner which we consider to constitute a material change, we will promptly disclose such amendment by means of a prospectus supplement that we will distribute to each registered holder of old notes.

We also reserve the right, in our sole discretion,

• to delay accepting any old notes or, if any of the conditions set forth below under “— Conditions” have not been satisfied or waived, to terminate the exchange offer by giving oral or written notice of such delay or termination to the exchange agent, or

• to amend the terms of the exchange offer in any manner by complying with Rule 14e-l(d) under the Exchange Act to the extent that rule applies.

We acknowledge and undertake to comply with the provisions of Rule 14e-l(c) under the Exchange Act, which requires us to pay the consideration offered, or return the old notes surrendered for exchange, promptly after the termination or withdrawal of the exchange offer. We will notify you as promptly as we can of any extension, termination or amendment.

PROCEDURES FOR TENDERING

Book-Entry Interests

The old notes were issued as global securities in fully registered form without interest coupons. Beneficial interests in the global securities, held by direct or indirect participants in DTC, are shown on, and transfers of these interests are effected only through, records maintained in book-entry form by DTC with respect to its participants.

If you hold your old notes in the form of book-entry interests and you wish to tender your old notes for exchange pursuant to the exchange offer, you must transmit to the exchange agent on or prior to the expiration date either:

• a written or facsimile copy of a properly completed and duly executed letter of transmittal, including all other documents required by such letter of transmittal, to the exchange agent at the address set forth on the cover page of the letter of transmittal; or

• a computer-generated message transmitted by means of DTC’s Automated Tender Offer Program system and received by the exchange agent and forming a part of a confirmation of book-entry transfer, in which you acknowledge and agree to be bound by the terms of the letter of transmittal.

In addition, in order to deliver old notes held in the form of book-entry interests:

• a timely confirmation of book-entry transfer of such notes into the exchange agent’s account at DTC pursuant to the procedure for book-entry transfers described below under “— Book-Entry Transfer” must be received by the exchange agent prior to the expiration date; or

• you must comply with the guaranteed delivery procedures described below.

The method of delivery of old notes and the letter of transmittal and all other required documents to the exchange agent is at your election and risk. Instead of delivery by mail, we recommend that you use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the exchange agent before the expiration date. You should not send the letter of transmittal or old notes to us.

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You may request your broker, dealer, commercial bank, trust company, or nominee to effect the above transactions for you.

Certificated Old Notes

Only registered holders of certificated old notes may tender those notes in the exchange offer. If your old notes are certificated notes and you wish to tender those notes for exchange pursuant to the exchange offer, you must transmit to the exchange agent on or prior to the expiration date, a written or facsimile copy of a properly completed and duly executed letter of transmittal, including all other required documents, to the address set forth below under “Exchange Agent.” In addition, in order to validly tender your certificated old notes:

• the certificates representing your old notes must be received by the exchange agent prior to the expiration date; or

• you must comply with the guaranteed delivery procedures described below.

Procedures Applicable to All Holders

If you tender an old note and you do not withdraw the tender prior to the expiration date, you will have made an agreement with us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

If your old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your notes, you should contact the registered holder promptly and instruct the registered holder to tender on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your old notes, either make appropriate arrangements to register ownership of the old notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.

Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed by an eligible institution unless:

• old notes tendered in the exchange offer are tendered either

• by a registered holder who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on the letter of transmittal or

• for the account of an eligible institution; and

• the box entitled “Special Registration Instructions” on the letter of transmittal has not been completed.

If signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, the guarantee must be by a financial institution, which includes most banks, savings and loan associations and brokerage houses, that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Program or the Stock Exchanges Medallion Program.

If the letter of transmittal is signed by a person other than you, your old notes must be endorsed or accompanied by a properly completed bond power and signed by you as your name appears on those old notes.

If the letter of transmittal or any old notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, those persons should so indicate when signing. Unless we waive this requirement, in this instance you must submit with the letter of transmittal proper evidence satisfactory to us of their authority to act on your behalf.

We will determine, in our sole discretion, all questions regarding the validity, form, eligibility, including time of receipt, acceptance and withdrawal of tendered old notes. This determination will be final and binding. We reserve the absolute right to reject any and all old notes not properly tendered or any old notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to

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waive any defects, irregularities or conditions of tender as to particular old notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties.

You must cure any defects or irregularities in connection with tenders of your old notes within the time period we will determine unless we waive that defect or irregularity. Although we intend to notify you of defects or irregularities with respect to your tender of old notes, neither we, the exchange agent nor any other person will incur any liability for failure to give this notification. Your tender will not be deemed to have been made and your notes will be returned to you if:

• you improperly tender your old notes;

• you have not cured any defects or irregularities in your tender; and

• we have not waived those defects, irregularities or improper tender.

In this event, the exchange agent will return your notes, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration of the exchange offer.

In addition, we reserve the right in our sole discretion to:

• purchase or make offers for, or offer Exchange Notes for, any old notes that remain outstanding subsequent to the expiration of the exchange offer;

• terminate the exchange offer; and

• to the extent permitted by applicable law, purchase notes in the open market, in privately negotiated transactions or otherwise.

The terms of any of these purchases or offers could differ from the terms of the exchange offer.

By tendering, you will represent to us that, among other things:

• the Exchange Notes to be acquired by you in the exchange offer are being acquired in the ordinary course of your business;

• you are not engaging in and do not intend to engage in a distribution of the Exchange Notes to be acquired by you in the exchange offer;

• you do not have an arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be acquired by you in the exchange offer; and

• you are not our “affiliate,” as defined under Rule 405 of the Securities Act.

In all cases, issuance of Exchange Notes for old notes that are accepted for exchange in the exchange offer will be made only after timely receipt by the exchange agent of certificates for your old notes or a timely book-entry confirmation of your old notes into the exchange agent’s account at DTC, a properly completed and duly executed letter of transmittal, or a computer-generated message instead of the letter of transmittal, and all other required documents. If any tendered old notes are not accepted for any reason set forth in the terms and conditions of the exchange offer or if old notes are submitted for a greater principal amount than you desire to exchange, the unaccepted or non-exchanged old notes, or old notes in substitution therefor, will be returned without expense to you. In addition, in the case of old notes tendered by book-entry transfer into the exchange agent’s account at DTC pursuant to the book-entry transfer procedures described below, the non-exchanged old notes will be credited to your account maintained with DTC, as promptly as practicable after the expiration or termination of the exchange offer.

The exchange agent will establish an account with respect to the book-entry interests at DTC for purposes of the exchange offer promptly after the date of this prospectus. You must deliver your book-entry interest by book-entry transfer to the account maintained by the exchange agent at DTC. Any financial institution that is a participant in DTC’s systems may make book-entry delivery of book-entry interests by causing DTC to transfer the book-entry interests into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer.

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If one of the following situations occur:

• you cannot deliver a book-entry confirmation of book-entry delivery of your book-entry interests into the exchange agent’s account at DTC; or

• you cannot deliver all other documents required by the letter of transmittal to the exchange agent prior to the expiration date,

then you must tender your book-entry interests according to the guaranteed delivery procedures discussed above.

Guaranteed Delivery Procedures

If you desire to tender your old notes and your old notes are not immediately available or one of the situations described in the immediately preceding paragraph occurs, you may tender if:

• you tender through an eligible financial institution;

• on or prior to 5:00 p.m., New York City time, on the expiration date, the exchange agent receives from an eligible institution, a written or facsimile copy of a properly completed and duly executed letter of transmittal and notice of guaranteed delivery, substantially in the form provided by us; and

• the certificates for all certificated old notes, in proper form for transfer, or a book-entry confirmation, and all other documents required by the letter of transmittal, are received by the exchange agent within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery.

The notice of guaranteed delivery may be sent by facsimile transmission, mail or hand delivery. The notice of guaranteed delivery must set forth:

• your name and address;

• the amount of old notes you are tendering; and

• a statement that your tender is being made by the notice of guaranteed delivery and that you guarantee that within three New York Stock Exchange trading days after the execution of the notice of guaranteed delivery, the eligible institution will deliver the following documents to the exchange agent:

• the certificates for all certificated old notes being tendered, in proper form for transfer or a book-entry confirmation of tender;

• a written or facsimile copy of the letter of transmittal, or a book-entry confirmation instead of the letter of transmittal; and

• any other documents required by the letter of transmittal.

The exchange agent will establish an account with respect to the book-entry interests at DTC for purposes of the exchange offer promptly after the date of this prospectus. You must deliver your book-entry interest by book-entry transfer to the account maintained by the exchange agent at DTC. Any financial institution that is a participant in DTC’s systems may make book-entry delivery of book-entry interests by causing DTC to transfer the book-entry interests into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer.

If one of the following situations occur:

• you cannot deliver a book-entry confirmation of book-entry delivery of your book-entry interests into the exchange agent’s account at DTC; or

• you cannot deliver all other documents required by the letter of transmittal to the exchange agent prior to the expiration date,

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• then you must tender your book-entry interests according to the guaranteed delivery procedures discussed above.

Withdrawal Rights

You may withdraw tenders of your old notes at any time prior to 5:00 p.m., New York City time, on the expiration date.

For your withdrawal to be effective, the exchange agent must receive a written or facsimile transmission notice of withdrawal at its address set forth below under “— Exchange Agent” prior to 5:00 p.m., New York City time, on the expiration date.

The notice of withdrawal must:

• state your name;

• identify the specific old notes to be withdrawn, including the certificate number or numbers and the principal amount of withdrawn notes;

• be signed by you in the same manner as you signed the letter of transmittal when you tendered your old notes, including any required signature guarantees or be accompanied by documents of transfer sufficient for the exchange agent to register the transfer of the old notes into your name; and

• specify the name in which the old notes are to be registered, if different from yours.

We will determine all questions regarding the validity, form and eligibility, including time of receipt, of withdrawal notices. Our determination will be final and binding on all parties. Any old notes withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any old notes which have been tendered for exchange but which are not exchanged for any reason will be returned to you without cost as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn old notes may be retendered by following one of the procedures described under “— Procedures for Tendering” above at any time on or prior to 5:00 p.m., New York City time, on the expiration date.

Certain Conditions to the Exchange Offer

Notwithstanding any other provision of the exchange offer and subject to our obligations under the registration rights agreement, we will not be required to accept for exchange, or to issue Exchange Notes in exchange for, any old notes and may terminate or amend the exchange offer, if at any time before the acceptance of any old notes for exchange any of the following events occur:

• any injunction, order or decree has been issued by any court or any governmental agency that would prohibit, prevent or otherwise materially impair our ability to proceed with the exchange offer; or

• the exchange offer violates any applicable law or any applicable interpretation of the staff of the Commission.

These conditions are for our sole benefit and we may assert them regardless of the circumstances giving rise to them, subject to applicable law. We also may waive in whole or in part at any time and from time to time any particular condition in our sole discretion. If we waive a condition, we may be required in order to comply with applicable securities laws to extend the expiration date of the exchange offer. Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of these rights and these rights will be deemed ongoing rights which may be asserted at any time and from time to time.

In addition, we will not accept for exchange any old notes tendered, and no Exchange Notes will be issued in exchange for any of those old notes, if at the time the old notes are tendered any stop order is threatened by the Commission or in effect with respect to the registration statement of which this prospectus is a part or the qualification of the indenture under the Trust Indenture Act of 1939.

The exchange offer is not conditioned on any minimum principal amount of old notes being tendered for exchange.

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THE EXCHANGE AGENT

We have appointed The Bank of New York Trust Company, N.A. as exchange agent for the exchange offer. Questions, requests for assistance and requests for additional copies of the prospectus, the letter of transmittal and other related documents should be directed to the exchange agent addressed as follows:

By registered or certified mail, by hand or by overnight courier:

The Bank of New York Trust Company, N.A.
c/o BNY Midwest Trust Company
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602
Attn: Corporate Trust Administration
(312) 827-8546 (phone)
(312) 827-8542 (fax)

or, in The Borough of Manhattan, The City of New York, New York:

The Bank of New York Trust Company, N.A.
c/o The Bank of New York
101 Barclay Street
New York, New York 10286

The exchange agent also acts as trustee under the indenture.

Fees and Expenses

We will pay all registration expenses, including SEC filing fees and fees and expenses of the Exchange Agent, printing, mailing, legal and accounting in connection with the exchange offer, including any costs of solicitation. However, we will not pay any underwriting discounts and commissions, if any, relating to the sale or disposition of notes pursuant to a shelf registration.

Transfer Taxes

You will not be obligated to pay any transfer taxes in connection with a tender of your old notes for exchange unless you instruct us to register Exchange Notes in the name of, or request that old notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder, in which event the registered tendering holder will be responsible for the payment of any applicable transfer tax.

Accounting Treatment

We will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offer. We will amortize the expense of the exchange offer over the term of the Exchange Notes under generally accepted accounting principles.

DESCRIPTION OF THE EXCHANGE NOTES

The $100,000,000 principal amount of our old notes, which we are offering to exchange for $100,000,000 principal amount of our Exchange Notes, constituted a permitted additional issuance to our prior issuance of $200,000,000 of our 2002 notes. On March 26, 2002, we issued $200,000,000 principal amount of our 9 1/2% Senior Notes due 2009, which we refer to herein as the “2002 notes,” under an original indenture dated as of March 26, 2002, among Steel Dynamics, Inc., as issuer, the Initial Subsidiary Guarantor, as guarantor, and Fifth Third Bank, as trustee. Fifth Third Bank has since been succeeded as trustee by The Bank of New York Trust Company, N.A. The original indenture was amended by three supplemental indentures dated as of September 6, 2002, September 30, 2002 and December 31, 2002, pursuant to which an additional three of our subsidiaries agreed to guarantee our obligations under the

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2002 notes. Then, on November 26, 2003, we issued an additional $100,000,000 principal amount of our 9 1/2% Senior Notes due 2009, which we refer to herein for purposes of this exchange offer as the “old notes,” under the same original indenture, as so amended and supplemented and as further amended and supplemented by a Fourth Supplemental Indenture dated as of November 26, 2003 (the indenture, as so amended, being referred to hereafter as the “Indenture”). The $100,000,000 principal amount of the Exchange Notes offered hereby, as well as the $200,000,000 principal amount of the 2002 notes which we previously exchanged, are treated as a single class of securities under the Indenture. The Exchange Notes offered hereby are identical to and will be treated identically with the 2002 notes. Accordingly, all references in this prospectus, unless otherwise noted, to specified percentages of an aggregate principal amount of outstanding notes will be deemed at all times to be references to the same percentages of the aggregate principal amount of the Exchange Notes offered hereby and the 2002 notes, treated together as a class then outstanding. The terms of the Exchange Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939.

Any old notes that remain outstanding after the consummation of the exchange offer and the issuance of the Exchange Notes, as well as the 2002 notes, will be treated as a single class under the Indenture, including for purposes of determining whether the required percentage of noteholders have given their approval or consent to an amendment or waiver or joined in directing the Trustee to take certain actions on behalf of all noteholders.

Certain terms used in this description are defined herein under the subheading “Definitions.” For purposes of this “Description of the Exchange Notes,” the term “Steel Dynamics” refers only to Steel Dynamics, Inc., and not to any of its subsidiaries.

The following description is only a summary of the material provisions of the Indenture. We urge you to read the Indenture because it, not this description, define your rights as holders of the notes. You may request copies of these agreements at our address set forth under the heading “Where You Can Find More Information.”

The following is a summary of the material provisions of the Indenture but does not restate the Indenture in its entirety. You can find the definitions of certain capitalized terms used in the following summary under the subheading “Definitions” in the Indenture. We urge you to read the Indenture because it, and not this description, defines your rights as holders of the Notes. A copy of the Indenture, as amended, is available upon request from Steel Dynamics or may be viewed by reference to the exhibits incorporated by reference into the registration statement of which this prospectus is a part, which may in turn be accessed through our filings with the Securities and Exchange Commission, at www.sec.gov. For purposes of this “Description of the Notes,” the term “Steel Dynamics” means Steel Dynamics, Inc. and its successors under the Indenture, in each case excluding its subsidiaries.

General

The Exchange Notes will be unsecured unsubordinated obligations of Steel Dynamics, limited to $100 million aggregate principal amount, and will mature on March 15, 2009. Subject to the covenants described below under “Covenants” and applicable law, Steel Dynamics may issue yet additional Notes (“Additional Notes”) under the Indenture. The old notes, and any Exchange Notes issued as described in this prospectus, and any Additional Notes subsequently issued would also be treated as a single class for all purposes under the Indenture.

Each Exchange Note will initially bear interest at the rate per annum shown on the cover page of this prospectus from the Closing Date or from the most recent interest payment date to which interest has been paid. Interest on the Exchange Notes will be payable semiannually on March 15 and September 15 of each year, commencing September 15, 2002. Interest will be paid to Holders of record at the close of business on the March 1 or September 1 immediately preceding the interest payment date. Interest will be computed on the basis of a 360-day year of twelve 30-day months on a U.S. corporate bond basis.

If by the date that is six months after the Closing Date of November 26, 2003, Steel Dynamics has not consummated a registered exchange offer for the Notes or caused a shelf registration statement with respect

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to resales of the Notes to be declared effective, the annual interest rate on the Notes will increase by .5% until the consummation of a registered exchange offer or the effectiveness of a shelf registration statement. See “— Registration Rights.”

The Notes may be exchanged or transferred at the office or agency of Steel Dynamics in The Borough of Manhattan, The City of New York. Initially, the corporate trust office of the Trustee in New York, New York will serve as such office. If you give Steel Dynamics wire transfer instructions, Steel Dynamics will pay all principal, premium and interest on your Exchange Notes in accordance with your instructions. If you do not give Steel Dynamics wire transfer instructions, payments of principal, premium and interest will be made at the office or agency of the paying agent which will initially be the Trustee, unless Steel Dynamics elects to make interest payments by check mailed to the Holders.

The Exchange Notes will be issued only in fully registered form, without coupons, in denominations of $1,000 of principal amount and multiples of $1,000. See “— Book-Entry; Delivery and Form.” No service charge will be made for any registration of transfer or exchange of the Exchange Notes, but Steel Dynamics may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge payable in connection therewith.

Optional Redemption

Steel Dynamics may redeem the Exchange Notes at any time on or after March 15, 2006. The redemption price for the Exchange Notes (expressed as a percentage of principal amount), will be as set forth below, plus accrued interest to the redemption date, if redeemed during the twelve-month period commencing on March 15 of the years indicated below:

Year	Redemption Price
2006		104.750	%
2007		102.375
2008 and thereafter		100.000

In addition, at any time prior to March 15, 2005, Steel Dynamics may redeem up to 35% of the principal amount of the Exchange Notes with the Net Cash Proceeds of one or more sales of its Capital Stock (other than Disqualified Stock) at a redemption price (expressed as a percentage of principal amount) of 109.500%, plus accrued interest to the redemption date; provided that at least 65% of the aggregate principal amount of the Exchange Notes originally issued on the Closing Date remains outstanding after each such redemption and notice of any such redemption is mailed within 60 days of each such sale of Capital Stock.

Steel Dynamics will give not less than 30 days’ nor more than 60 days’ notice of any redemption. If less than all of the Exchange Notes are to be redeemed, selection of the Exchange Notes for redemption will be made by the Trustee:

• in compliance with the requirements of the principal national securities exchange, if any, on which the Exchange Notes are listed, or,

• if the Exchange Notes are not listed on a national securities exchange, by lot or by such other method as the Trustee in its sole discretion shall deem to be fair and appropriate.

However, no Exchange Note of $1,000 in principal amount or less shall be redeemed in part. If any Exchange Note is to be redeemed in part only, the notice of redemption relating to such Exchange Note will state the portion of the principal amount to be redeemed. A new Exchange Note in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Exchange Note.

Guarantees

Payment of the principal of, premium, if any, and interest on the Exchange Notes will be Guaranteed, jointly and severally, on an unsecured unsubordinated basis by our Restricted Subsidiaries Steel Dynamics Sales North America, Inc., SDI Investment Company, Ferrous Resources, LLC, STLD Holdings, Inc. and Dynamic Bar Products, LLC. In addition, each future Restricted Subsidiary, other than a Foreign Subsidiary,

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will Guarantee the payment of the principal of premium if any and interest on the Exchange Notes. All of Steel Dynamics’ other Subsidiaries existing on the Closing Date (Iron Dynamics, Inc., New Millennium Building Systems, LLC, Omni Dynamic Aviation, LLC and Paragon Steel Enterprises, LLC) and Unrestricted Subsidiaries and are not guarantors of the Notes.

The obligations of a Subsidiary Guarantor under its Exchange Note Guarantee will be limited so as not to constitute a fraudulent conveyance or fraudulent transfer under applicable Federal or state laws. A Subsidiary Guarantor that makes a payment or distribution under its Exchange Note Guarantee will be entitled to contribution from any other Subsidiary Guarantor.

The Exchange Note Guarantee issued by any Subsidiary Guarantor will be automatically and unconditionally released and discharged upon (1) any sale, exchange or transfer to any Person (other than an Affiliate of Steel Dynamics) of all of the Capital Stock of such Subsidiary Guarantor or (2) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary, in each case in compliance with the terms of the Indenture.

Ranking

The Exchange Notes will be equal in right of payment with all existing and future unsubordinated unsecured indebtedness of Steel Dynamics and senior in right of payment to all subordinated indebtedness of Steel Dynamics. The Exchange Note Guarantees will be equal in right of payment with all existing and future unsubordinated unsecured indebtedness of the Subsidiary Guarantors and senior in right of payment to all subordinated indebtedness of the Subsidiary Guarantors.

As of December 31, 2003, Steel Dynamics had $607.6 million of consolidated indebtedness outstanding, $111.3 million of which was secured indebtedness under the Credit Agreement. The Credit Agreement is secured by substantially all of the assets of Steel Dynamics and its wholly owned subsidiaries. The Credit Agreement is secured by the capital stock and other equity interests of Steel Dynamics in its subsidiaries. The Notes are effectively subordinated to such indebtedness to the extent of such security interests.

The Exchange Notes and the Exchange Note Guarantees are effectively subordinated to all of the liabilities of the Unrestricted Subsidiaries of Steel Dynamics that do not guarantee the Exchange Notes. As of December 31, 2003, these Unrestricted Subsidiaries had $31.6 million of liabilities outstanding, including $20.2 million of indebtedness, excluding their guarantee of Steel Dynamics’ obligations under the Credit Agreement.

Sinking Fund

There will be no sinking fund payments for the Exchange Notes.

Registration Rights

The following is a summary of the material provisions of the Registration Rights Agreement. You should read the proposed form of the Registration Rights Agreement. A copy of the proposed form of Registration Rights Agreement is available from Steel Dynamics upon request.

Steel Dynamics and the Subsidiary Guarantors have agreed with the Placement Agents, for the benefit of the Holders, that they will use their best efforts, at their cost, to file and cause to become effective a registration statement with respect to a registered offer (the “Exchange Offer”) to exchange the old notes for an issue of unsubordinated Exchange Notes of Steel Dynamics, guaranteed by the Subsidiary Guarantors, with terms identical to the old notes (except that the Exchange Notes will not bear legends restricting transfer).

The Exchange Offer will remain open for not less than 20 business days after the date Steel Dynamics mails notice of the Exchange Offer to Holders. For each old note surrendered to Steel Dynamics under the Exchange Offer, the Holder will receive an Exchange Note of equal principal amount. Interest on each Exchange Note shall accrue from the last interest payment date on which interest was paid on the old notes so surrendered or, if no interest has been paid on such old notes, from the Closing Date.

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If Steel Dynamics effects the Exchange Offer, it will be entitled to close the Exchange Offer 20 business days after the commencement thereof, provided that it has accepted all old notes validly surrendered in accordance with the terms of the Exchange Offer. Old notes not tendered in the Exchange Offer will bear interest at the rate set forth on the cover page of this memorandum and be subject to all of the terms and conditions specified in the Indenture and to the transfer restrictions described in “Transfer Restrictions.”

In the event that applicable interpretations of the staff of the Securities and Exchange Commission do not permit Steel Dynamics to effect the Exchange Offer, or under other specified circumstances, Steel Dynamics and the Subsidiary Guarantors will, at their cost, use their best efforts to cause to become effective a shelf registration statement (the “Shelf Registration Statement”) with respect to resale of the old notes. Steel Dynamics and the Subsidiary Guarantors will use their best efforts to keep such Shelf Registration Statement effective until the expiration of the time period referred to in Rule 144(k) under the Securities Act after the Closing Date, or such shorter period that will terminate when all old notes covered by a Shelf Registration Statement have been sold pursuant to a Shelf Registration Statement. Steel Dynamics and the Subsidiary Guarantors will, in the event of such a shelf registration, provide to each Holder copies of the prospectus, notify each Holder when the Shelf Registration Statement for the old notes has become effective and take certain other actions as are required to permit resale of the old notes. A Holder that sells its old notes pursuant to the Shelf Registration Statement (1) generally will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, (2) will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and (3) will be bound by the provisions of the Registration Rights Agreement that are applicable to such a Holder (including certain indemnification obligations).

In the event that the Exchange Offer is not consummated on or prior to the date that is six months after the Closing Date, the annual interest rate borne by the Notes will be increased by .5% over the rate shown on the cover page of this memorandum. Once the Exchange Offer is consummated or the Shelf Registration Statement is declared effective, the annual interest rate borne by the old notes shall be changed to again be the rate shown on the cover page of this memorandum.

CERTAIN COVENANTS

Overview

In the Indenture, Steel Dynamics will agree to covenants that limit its and its Restricted Subsidiaries’ ability, among other things, to:

• incur additional debt;

• pay dividends, acquire shares of capital stock, make payments on subordinated debt or make investments;

• place limitations on distributions from Restricted Subsidiaries;

• issue or sell capital stock of Restricted Subsidiaries;

• issue guarantees;

• sell or exchange assets;

• enter into transactions with shareholders and affiliates;

• create liens; and

• effect mergers.

In addition, if a Change of Control occurs, each Holder of Exchange Notes will have the right to require Steel Dynamics to repurchase all or a part of the Holder’s Exchange Notes at a price equal to 101% of their principal amount, plus any accrued interest to the date of repurchase.

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Limitation on Indebtedness

(a)      Steel Dynamics will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (other than the Exchange Notes, the Exchange Note Guarantees and other Indebtedness existing on the Closing Date); provided that Steel Dynamics or any Subsidiary Guarantor may Incur Indebtedness, and any Restricted Subsidiary may Incur Acquired Indebtedness, if, after giving effect to the Incurrence of such Indebtedness and the receipt and application of the proceeds therefrom, the Interest Coverage Ratio would be greater than 2.25:1.

Notwithstanding the foregoing, Steel Dynamics and any Restricted Subsidiary (except as specified below) may Incur each and all of the following:

(1)      Indebtedness of Steel Dynamics or any Subsidiary Guarantor outstanding at any time under the Credit Agreement in an aggregate principal amount (together with refinancings thereof) not to exceed the greater of (a) $350 million, less any amount of such Indebtedness permanently repaid as provided under the “Limitation on Asset Sales” covenant or (b) the sum of the amounts equal to (x) 60% of the consolidated book value of the inventory of Steel Dynamics and the Subsidiary Guarantors and (y) 85% of the consolidated book value of the accounts receivable of Steel Dynamics and the Subsidiary Guarantors, in each case as of the most recently ended fiscal quarter of Steel Dynamics for which reports have been filed with the SEC or provided to the Trustee;

(2)      Indebtedness owed (A) to Steel Dynamics or any Subsidiary Guarantor evidenced by an unsubordinated promissory note or (B) to any other Restricted Subsidiary; provided that (x) any event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to Steel Dynamics or another Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence of such Indebtedness not permitted by this clause (2) and (y) if Steel Dynamics or any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Exchange Notes, in the case of Steel Dynamics or the Exchange Note Guarantee, in the case of a Subsidiary Guarantor;

(3)      Indebtedness issued in exchange for, or the net proceeds of which are used to refinance or refund, then outstanding Indebtedness (other than Indebtedness outstanding under clause (2) or (5)) and any refinancings thereof in an amount not to exceed the amount so refinanced or refunded (plus premiums, accrued interest, fees and expenses); provided that (a) Indebtedness the proceeds of which are used to refinance or refund the Exchange Notes or Indebtedness that is pari passu with, or subordinated in right of payment to, the Exchange Notes or an Exchange Note Guarantee shall only be permitted under this clause (3) if (x) in case the Exchange Notes are refinanced in part or the Indebtedness to be refinanced is pari passu with the Exchange Notes or an Exchange Note Guarantee, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is outstanding, is expressly made pari passu with, or subordinate in right of payment to, the remaining Exchange Notes or the Exchange Note Guarantee, or (y) in case the Indebtedness to be refinanced is subordinated in right of payment to the Exchange Notes or an Exchange Note Guarantee, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Exchange Notes or the Exchange Note Guarantee at least to the extent that the Indebtedness to be refinanced is subordinated to the Exchange Notes or the Exchange Note Guarantee, (b) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the Stated Maturity of the Indebtedness to be refinanced or refunded, and the Average Life of such new Indebtedness is at least equal to the remaining Average Life of the Indebtedness to be refinanced or refunded and (c) such new Indebtedness is incurred by Steel Dynamics or a Subsidiary Guarantor or by the Restricted Subsidiary who is the obligor on the Indebtedness to be refinanced or refunded;

(4)      Indebtedness of Steel Dynamics, to the extent the net proceeds thereof are promptly (A) used to purchase Exchange Notes tendered in an Offer to Purchase made as a result of a Change of Control or (B) deposited to defease the Exchange Notes as described under “Defeasance”;

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(5)      Guarantees of the Exchange Notes and Guarantees of Indebtedness of Steel Dynamics or any Subsidiary Guarantor by any Restricted Subsidiary provided the Guarantee of such Indebtedness is permitted by and made in accordance with the “Limitation on Issuance of Guarantees by Restricted Subsidiaries” covenant;

(6)      Indebtedness of Steel Dynamics related to the Columbia City mini-mill in an aggregate principal amount outstanding at any time not to exceed $20 million;

(7)      Indebtedness of Steel Dynamics or any Subsidiary Guarantor Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of Steel Dynamics or any Subsidiary Guarantor, in an aggregate principal amount outstanding at any time (together with refinancings thereof) not to exceed $20 million; or

(8)      Indebtedness of Steel Dynamics or any Restricted Subsidiary (in addition to Indebtedness permitted under clauses (1) through (7) above) in an aggregate principal amount outstanding at any time (together with refinancings thereof) not to exceed $25 million, less any amount of such Indebtedness permanently repaid as provided under the “Limitation on Asset Sales” covenant.

(b)      Notwithstanding any other provision of this “Limitation on Indebtedness” covenant, the maximum amount of Indebtedness that may be Incurred pursuant to this “Limitation on Indebtedness” covenant will not be deemed to be exceeded, with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies.

(c)      For purposes of determining any particular amount of Indebtedness under this “Limitation on Indebtedness” covenant, (x) Indebtedness Incurred under the Credit Agreement on or prior to the Closing Date shall be treated as Incurred pursuant to clause (1) of the second paragraph of clause (a) of this “Limitation on Indebtedness” covenant, (y) Guarantees, Liens or obligations with respect to letters of credit supporting Indebtedness otherwise included in the determination of such particular amount shall not be included and (z) any Liens granted pursuant to the equal and ratable provisions referred to in the “Limitation on Liens” covenant shall not be treated as Indebtedness. For purposes of determining compliance with this “Limitation on Indebtedness” covenant, in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described above (other than Indebtedness referred to in clause (x) of the preceding sentence), including under the first paragraph of part (a), Steel Dynamics, in its sole discretion, shall classify, and from time to time may reclassify, such item of Indebtedness.

(d)      Steel Dynamics will not, and will not permit any Subsidiary Guarantor to, Incur any Indebtedness if such Indebtedness is subordinate in right of payment to any other Indebtedness unless such Indebtedness is also subordinate in right of payment to the Exchange Notes, in the case of Steel Dynamics, or the Exchange Notes Guarantee, in the case of a Subsidiary Guarantee, to the same extent.

Limitation on Restricted Payments

Steel Dynamics will not, and will not permit any Restricted Subsidiary to, directly or indirectly, (1) declare or pay any dividend or make any distribution on or with respect to its Capital Stock (other than (x) dividends or distributions payable solely in shares of its Capital Stock (other than Disqualified Stock) or in options, warrants or other rights to acquire shares of such Capital Stock and (y) pro rata dividends or distributions on Common Stock of Restricted Subsidiaries, (other than Subsidiary Guarantors) held by minority stockholders) held by Persons other than Steel Dynamics or any of its Restricted Subsidiaries, (2) purchase, call for redemption or redeem, retire or otherwise acquire for value any shares of Capital Stock of (A) Steel Dynamics or a Subsidiary Guarantor (including options, warrants or other rights to acquire such shares of Capital Stock) held by any Person or (B) a Restricted Subsidiary other than a Subsidiary Guarantor (including options, warrants or other rights to acquire such shares of Capital Stock) held by any Affiliate of Steel Dynamics (other than a Wholly Owned Restricted Subsidiary) or any holder (or any Affiliate of such holder) of 5% or more of the Capital Stock of Steel Dynamics, (3) make any voluntary or optional principal payment, or voluntary or optional redemption, repurchase, defeasance, or other acquisition or retirement for value, of Indebtedness of Steel Dynamics that is subordinated in right of payment to the Notes or any Indebtedness of a Subsidiary Guarantor that is subordinated in right of payment to a Note Guarantee or (4)

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make any Investment, other than a Permitted Investment, in any Person (such payments or any other actions described in clauses (1) through (4) above being collectively “Restricted Payments”) if, at the time of, and after giving effect to, the proposed Restricted Payment:

(A)      a Default or Event of Default shall have occurred and be continuing,

(B)      Steel Dynamics could not Incur at least $1.00 of Indebtedness under the first paragraph of part (a) of the “Limitation on Indebtedness” covenant or

(C)      the aggregate amount of all Restricted Payments made after the Closing Date shall exceed the sum of

(1)      50% of the aggregate amount of the Adjusted Consolidated Net Income (or, if the Adjusted Consolidated Net Income is a loss, minus 100% of the amount of such loss) accrued on a cumulative basis during the period (taken as one accounting period) beginning on the first day of the fiscal quarter immediately following the Closing Date and ending on the last day of the last fiscal quarter preceding the Transaction Date for which reports have been filed with the SEC or provided to the Trustee plus

(2)      the aggregate Net Cash Proceeds received by Steel Dynamics after the Closing Date from the issuance and sale of its Capital Stock (other than Disqualified Stock) to a Person who is not a Subsidiary of Steel Dynamics, including an issuance or sale permitted by the Indenture of Indebtedness of Steel Dynamics for cash subsequent to the Closing Date upon the conversion of such Indebtedness into Capital Stock (other than Disqualified Stock) of Steel Dynamics, or from the issuance to a Person who is not a Subsidiary of Steel Dynamics of any options, warrants or other rights to acquire Capital Stock of Steel Dynamics (in each case, exclusive of any Disqualified Stock or any options, warrants or other rights that are redeemable at the option of the holder, or are required to be redeemed, prior to the Stated Maturity of the Notes) plus

(3)      an amount equal to the net reduction in Investments (other than reductions in Permitted Investments and Investments pursuant to clause (9) below) in any Person resulting from payments of interest on Indebtedness, dividends, repayments of loans or advances, or other transfers of assets, in each case to Steel Dynamics or any Restricted Subsidiary or from the Net Cash Proceeds from the sale of any such Investment (except, in each case, to the extent any such payment or proceeds are included in the calculation of Adjusted Consolidated Net Income), from the release of any Guarantee or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of “Investments”), not to exceed, in each case, the amount of Investments previously made by Steel Dynamics or any Restricted Subsidiary in such Person or Unrestricted Subsidiary plus

(4)      $10 million.

The foregoing provision shall not be violated by reason of:

(1)      the payment of any dividend or redemption of any Capital Stock within 60 days after the related date of declaration or call for redemption if, at said date of declaration or call for redemption, such payment or redemption would comply with the preceding paragraph;

(2)      the redemption, repurchase, defeasance or other acquisition or retirement for value of Indebtedness that is subordinated in right of payment to the Exchange Notes or any Exchange Note Guarantee, including premium, if any, and accrued interest, with the proceeds of, or in exchange for, Indebtedness Incurred under clause (3) of the second paragraph of part (a) of the “Limitation on Indebtedness” covenant;

(3)      the repurchase, redemption or other acquisition of Capital Stock of Steel Dynamics or a Subsidiary Guarantor (or options, warrants or other rights to acquire such Capital Stock) in exchange for, or out of the proceeds of a substantially concurrent offering of, shares of Capital Stock (other than Disqualified Stock) of Steel Dynamics (or options, warrants or other rights to acquire such Capital Stock); provided that such options, warrants or other rights are not redeemable at the option of the holder, or required to be redeemed prior to the Stated Maturity of the Exchange Notes;

(4)      the making of any principal payment or the repurchase, redemption, retirement, defeasance or other acquisition for value of Indebtedness which is subordinated in right of payment to the Exchange

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Notes or any Exchange Note Guarantee in exchange for, or out of the proceeds of, a substantially concurrent offering of, shares of the Capital Stock (other than Disqualified Stock) of Steel Dynamics (or options, warrants or other rights to acquire such Capital Stock); provided that such options, warrants or other rights are not redeemed at the option of the holder, or required to be redeemable prior to the Stated Maturity of the Exchange Notes;

(5)      payments or distributions, to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, merger or transfer of assets that complies with the provisions of the Indenture applicable to mergers, consolidations and transfers of all or substantially all of the property and assets of Steel Dynamics;

(6)      Investments acquired in exchange for or out of the proceeds of a substantially concurrent offering of Capital Stock (other than Disqualified Stock) of Steel Dynamics;

(7)      the repurchase of Capital Stock deemed to occur upon the exercise of options or warrants if such Capital Stock represents all or a portion of the exercise price thereof;

(8)      the purchase, redemption, retirement or other acquisition for value of shares of Capital Stock of Steel Dynamics, or option to purchase such shares, held by directors, employees, or former directors or employees, of Steel Dynamics or any Subsidiary Guarantor (or their estates or beneficiaries under their estates) upon their death, disability, retirement or termination of employment or pursuant to the terms of any agreement under which such shares of Capital Stock or options were issued; provided that the aggregate consideration paid for such purchase, redemption, retirement or other acquisition for value of such shares of Capital Stock or options after the Closing Date does not exceed $1.5 million in any calendar year,

(9)      Investments in any Person in an aggregate amount not to exceed (a) $7.5 million in any fiscal year, provided that any amounts not invested in any fiscal year may be carried forward and invested in any subsequent fiscal year and (b) $30 million; plus, in each case, the net reduction in Investments made pursuant to this clause (9) in any Person resulting from payments of interest on Indebtedness, dividends, repayments of loans or advances, or other transfers of assets, in each case to Steel Dynamics or any Restricted Subsidiary or from the Net Cash Proceeds from the sale of any such Investment (except, in each case, to the extent any such payment or proceeds are included in the calculation of Adjusted Consolidated Net Income), from the release of any Guarantee or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of “Investments”), not to exceed, in each case, the amount of such Investments previously made by Steel Dynamics or any Restricted Subsidiary in such Person or Unrestricted Subsidiary; provided such Person’s primary business is related, ancillary or complementary to the business of Steel Dynamics and its Restricted Subsidiaries; or

(10)      other Restricted Payments in an aggregate amount not to exceed $20 million.

provided that, except in the case of clauses (1) and (3), no Default or Event of Default shall have occurred and be continuing or occur as a consequence of the actions or payments set forth therein.

Each Restricted Payment permitted pursuant to the preceding paragraph (other than the Restricted Payment referred to in clause (2) thereof, an exchange of Capital Stock for Capital Stock or Indebtedness referred to in clause (3) or (4) thereof and an Investment acquired in exchange for Capital Stock referred to in clause (6) thereof), and the Net Cash Proceeds from any issuance of Capital Stock referred to in clauses (3), (4) or (6), shall be included in calculating whether the conditions of clause (C) of the first paragraph of this “Limitation on Restricted Payments” covenant have been met with respect to any subsequent Restricted Payments.

For purposes of determining compliance with this “Limitation on Restricted Payments” covenant, (x) the amount, if other than in cash, of any Restricted Payment shall be determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution and (y) in the event that a Restricted Payment meets the criteria of more than one of the types of Restricted Payments described in the above clauses, including the first paragraph of this “Limitation on Restricted Payments” covenant,

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Steel Dynamics, in its sole discretion, may order and classify, and from time to time may reclassify, such Restricted Payment if it would have been permitted at the time such Restricted Payment was made and at the time of such reclassification.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

Steel Dynamics will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (1) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by Steel Dynamics or any other Restricted Subsidiary, (2) pay any Indebtedness owed to Steel Dynamics or any other Restricted Subsidiary, (3) make loans or advances to Steel Dynamics or any other Restricted Subsidiary or (4) transfer any of its property or assets to Steel Dynamics or any other Restricted Subsidiary.

The foregoing provisions shall not restrict any encumbrances or restrictions:

(1)      existing on the Closing Date in the Credit Agreement, the Indenture or any other agreements in effect on the Closing Date, and any extensions, refinancings, renewals or replacements of such agreements; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements taken as a whole are no less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced;

(2)      existing under or by reason of applicable law;

(3)      existing with respect to any Person or the property or assets of such Person acquired by Steel Dynamics or any Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired and any extensions, refinancings, renewals or replacements of thereof; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements taken as a whole are no less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced;

(4)      in the case of clause (4) of the first paragraph of this “Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries” covenant:

(A)      that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset,

(B)      existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of Steel Dynamics or any Restricted Subsidiary not otherwise prohibited by the Indenture or

(C)      arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of Steel Dynamics or any Restricted Subsidiary in any manner material to Steel Dynamics or any Restricted Subsidiary; or

(5)      with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary.

Nothing contained in this “Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries” covenant shall prevent Steel Dynamics or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in the “Limitation on Liens” covenant or (2) restricting the sale or other disposition of property or assets of Steel Dynamics or any of its Restricted Subsidiaries that secure Indebtedness of Steel Dynamics or any of its Restricted Subsidiaries.

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Limitation on the Issuance and Sale of Capital Stock of Restricted Subsidiaries

Steel Dynamics will not sell, and will not permit any Restricted Subsidiary, directly or indirectly, to issue or sell, any shares of Capital Stock of a Restricted Subsidiary (including options, warrants or other rights to purchase shares of such Capital Stock) except:

(1)      to Steel Dynamics or a Wholly Owned Restricted Subsidiary;

(2)      issuances of director’s qualifying shares or sales to foreign nationals of shares of Capital Stock of foreign Restricted Subsidiaries, to the extent required by applicable law;

(3)      if, immediately after giving effect to such issuance or sale, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary and any Investment in such Person remaining after giving effect to such issuance or sale would have been permitted to be made under the “Limitation on Restricted Payments” covenant if made on the date of such issuance or sale; or

(4)      sales of Common Stock (including options, warrants or other rights to purchase shares of such Common Stock) of a Restricted Subsidiary by Steel Dynamics or a Restricted Subsidiary, provided that Steel Dynamics or such Restricted Subsidiary applies the Net Cash Proceeds in accordance with of the “Limitation on Asset Sales” covenant.

Limitation on Issuances of Guarantees by Restricted Subsidiaries

Steel Dynamics will cause each Restricted Subsidiary that is not a Subsidiary Guarantor (other than a Foreign Subsidiary) to execute and deliver a supplemental indenture to the Indenture providing for a Guarantee (a “Subsidiary Guarantee”) of payment of the Notes by such Restricted Subsidiary.

Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may provide by its terms that it shall be automatically and unconditionally released and discharged upon any sale, exchange or transfer, to any Person not an Affiliate of Steel Dynamics, of all of Steel Dynamics’ and each Restricted Subsidiary’s Capital Stock in such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by the Indenture) or upon the designation of such Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture.

Iron Dynamics, New Millennium, Omni Dynamic Aviation LLC and Paragon Steel Enterprises LLC are not Guarantors of the Notes.

Limitation on Transactions with Shareholders and Affiliates

Steel Dynamics will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of Steel Dynamics or with any Affiliate of Steel Dynamics or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to Steel Dynamics or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with a Person that is not such a holder or an Affiliate.

The foregoing limitation does not limit, and shall not apply to:

(1)      transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which Steel Dynamics or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation or appraisal firm stating that the transaction is fair to Steel Dynamics or such Restricted Subsidiary from a financial point of view;

(2)      any transaction solely between Steel Dynamics and any of its Wholly Owned Restricted Subsidiaries or solely among Wholly Owned Restricted Subsidiaries;

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(3)      the payment of reasonable and customary regular fees to directors of Steel Dynamics who are not employees of Steel Dynamics and reasonable indemnification arrangements entered into by Steel Dynamics;

(4)      any payments or other transactions pursuant to any tax-sharing agreement between Steel Dynamics and any other Person with which Steel Dynamics files a consolidated tax return or with which Steel Dynamics is part of a consolidated group for tax purposes;

(5)      any sale of shares of Capital Stock (other than Disqualified Stock) of Steel Dynamics; or

(6)      any Permitted Investments or any Restricted Payments not prohibited by the “Limitation on Restricted Payments” covenant; or

(7)      transactions between Steel Dynamics or any of its Restricted Subsidiaries and its Subsidiaries, Heidtman Steel Products, Inc. and its Affiliates and OmniSource Corporation and its Affiliates; provided, that such transactions are in the ordinary course of Steel Dynamics’ or such Restricted Subsidiaries’ business, consistent with past practice and on an arm’s length basis.

Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this “Limitation on Transactions with Shareholders and Affiliates” covenant and not covered by clauses (2) through (7) of this paragraph and not a Permitted Investment, (a) the aggregate amount of which exceeds $2.5 million in value, must be approved or determined to be fair in the manner provided for in clause (1)(A) or (B) above and (b) the aggregate amount of which exceeds $10 million in value, must be determined to be fair in the manner provided for in clause (1)(B) above.

Limitation on Liens

Steel Dynamics will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any Lien on any of its assets or properties of any character, or any shares of Capital Stock or Indebtedness of any Restricted Subsidiary, without making effective provision for all of the Exchange Notes and all other amounts due under the Indenture to be directly secured equally and ratably with (or, if the obligation or liability to be secured by such Lien is subordinated in right of payment to the Exchange Notes, prior to) the obligation or liability secured by such Lien.

The foregoing limitation does not apply to:

(1)      Liens existing on the Closing Date, including Liens securing obligations under the Credit Agreement;

(2)      Liens granted after the Closing Date on any assets or Capital Stock of Steel Dynamics or its Restricted Subsidiaries created in favor of the Holders;

(3)      Liens with respect to the assets of a Restricted Subsidiary granted by such Restricted Subsidiary to Steel Dynamics or a Wholly Owned Restricted Subsidiary to secure Indebtedness owing to Steel Dynamics or such other Restricted Subsidiary;

(4)      Liens securing Indebtedness which is Incurred to refinance secured Indebtedness which is permitted to be Incurred under clause (3) of the second paragraph of the “Limitation on Indebtedness” covenant; provided that such Liens do not extend to or cover any property or assets of Steel Dynamics or any Restricted Subsidiary other than the property or assets securing the Indebtedness being refinanced; or

(5)      Liens securing Indebtedness in an amount (determined at the time such Lien is granted) not to exceed the greater of (a) the amount of Indebtedness that may be Incurred under clause (1) of the second paragraph under the “Limitation on Indebtedness” covenant and (b) an amount equal to 50% of Adjustment Consolidated Net Tangible Assets (determined as of the date of the last fiscal quarter for which a consolidated balance sheet of Steel Dynamics and its Subsidiaries has been filed with the SEC or provided to the Trustee);

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(6)      Liens securing Indebtedness Incurred under clause (6) of the second paragraph under the “Limitation on Indebtedness” covenant;

(7)      Liens (including extensions and renewals thereof) upon real or personal property acquired after the Closing Date; provided that (a) such Lien is created solely for the purpose of securing Indebtedness Incurred, in accordance with the “Limitation on Indebtedness” covenant, to finance the cost (including the cost of improvement or construction) of the item of property or assets subject thereto and such Lien is created prior to, at the time of or within six months after the later of the acquisition, the completion of construction or the commencement of full operation of such property (b) the principal amount of the Indebtedness secured by such Lien does not exceed 100% of such cost and (c) any such Lien shall not extend to or cover any property or assets other than such item of property or assets and any improvements on such item;

(8)      Liens on cash set aside at the time of the Incurrence of any Indebtedness, or government securities purchased with such cash, in either case to the extent that such cash or government securities pre-fund the payment of interest on such Indebtedness and are held in a collateral or escrow account or similar arrangement to be applied for such purpose; or

(9)      Permitted Liens.

Limitation on Sale-Leaseback Transactions

Steel Dynamics will not, and will not permit any Restricted Subsidiary to, enter into any sale-leaseback transaction involving any of its assets or properties whether now owned or hereafter acquired, whereby Steel Dynamics or a Restricted Subsidiary sells or transfers such assets or properties and then or thereafter leases such assets or properties or any part thereof or any other assets or properties which Steel Dynamics or such Restricted Subsidiary, as the case may be, intends to use for substantially the same purpose or purposes as the assets or properties sold or transferred.

The foregoing restriction does not apply to any sale-leaseback transaction if:

(1)      the lease is for a period, including renewal rights, of not in excess of three years;

(2)      the lease secures or relates to industrial revenue or pollution control bonds;

(3)      the transaction is solely between Steel Dynamics and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries;

(4)      the transactions relate to the sale or transfer of assets or properties for the Columbia City mini-mill having an aggregate fair market value not to exceed $18 million; or

(5)      Steel Dynamics or such Restricted Subsidiary, within 12 months after the sale or transfer of any assets or properties is completed, applies an amount not less than the net proceeds received from such sale in accordance with clause (A) or (B) of the second paragraph of the “Limitation on Asset Sales” covenant.

Limitation on Asset Sales

Steel Dynamics will not, and will not permit any Restricted Subsidiary to, consummate any Asset Sale, unless (1) the consideration received by Steel Dynamics or such Restricted Subsidiary is at least equal to the fair market value of the assets sold or disposed of and (2) at least 75% of the consideration received consists of (a) cash or Temporary Cash Investments, (b) the assumption of unsubordinated Indebtedness of Steel Dynamics or any Subsidiary Guarantor or Indebtedness of any other Restricted Subsidiary (in each case, other than Indebtedness owed to Steel Dynamics or any Affiliate of Steel Dynamics), provided that Steel Dynamics, such Subsidiary Guarantor or such other Restricted Subsidiary is irrevocably and unconditionally released from all liability under such Indebtedness or (c) Replacement Assets.

In the event and to the extent that the Net Cash Proceeds received by Steel Dynamics or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date

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closest to the commencement of such 12-month period for which a consolidated balance sheet of Steel Dynamics and its Subsidiaries has been filed with the SEC or provided to the Trustee), then Steel Dynamics shall or shall cause the relevant Restricted Subsidiary to:

(1)      within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets

(A)      apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of Steel Dynamics or any Subsidiary Guarantor or any Indebtedness of any other Restricted Subsidiary from sales of such Restricted Subsidiary’s assets, in each case owing to a Person other than Steel Dynamics or any Affiliate of Steel Dynamics, or

(B)      invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such agreement), in Replacement Assets, and

(2)      apply (no later than the end of the 12-month period referred to in clause (1)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (1)) as provided in the following paragraphs of this “Limitation on Asset Sales” covenant.

The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in clause (1) of the preceding sentence and not applied as so required by the end of such period shall constitute “Excess Proceeds.”

If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this “Limitation on Asset Sales” covenant totals at least $5 million, Steel Dynamics must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders (and if required by the terms of any Indebtedness that is pari passu with the Notes or the Note Guarantees (“Pari Passu Indebtedness”), from the holders of such Pari Passu Indebtedness) on a pro rata basis an aggregate principal amount of Notes (and Pari Passu Indebtedness) equal to the Excess Proceeds on such date, at a purchase price equal to 100% of their principal amount, plus, in each case, accrued interest (if any) to the Payment Date.

Repurchase of Notes Upon a Change of Control

Steel Dynamics must commence, within 30 days of the occurrence of a Change of Control, and consummate an Offer to Purchase for all Notes then outstanding, at a purchase price equal to 101% of their principal amount, plus accrued interest (if any) to the Payment Date.

There can be no assurance that Steel Dynamics will have sufficient funds available at the time of any Change of Control to make any debt payment (including repurchases of Notes) required by the foregoing covenant (as well as may be contained in other securities of Steel Dynamics which might be outstanding at the time).

The above covenant requiring Steel Dynamics to repurchase the Exchange Notes will, unless consents are obtained, require Steel Dynamics to repay all indebtedness then outstanding which by its terms would prohibit such Exchange Note repurchase, either prior to or concurrently with such Exchange Note repurchase.

Steel Dynamics will not be required to make an Offer to Purchase upon the occurrence of a Change of Control, if a third party makes an offer to purchase the Exchange Notes in the manner, at the times and price and otherwise in compliance with the requirements of the Indenture applicable to an Offer to Purchase for a Change of Control and purchases all Exchange Notes validly tendered and not withdrawn in such offer to purchase.

SEC Reports and Reports to Holders

Whether or not Steel Dynamics is then required to file reports with the SEC, Steel Dynamics shall file with the SEC all such reports and other information as it would be required to file with the SEC by Section 13(a) or 15(d) under the Securities Exchange Act of 1934 if it were subject thereto. Steel Dynamics

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shall supply the Trustee and each Holder who so requests or shall supply to the Trustee for forwarding to each such Holder, without cost to such Holder, copies of such reports and other information.

Events of Default

The following events will be defined as “Events of Default” in the Indenture:

(a)      default in the payment of principal of (or premium, if any, on) any Exchange Note when the same becomes due and payable at maturity, upon acceleration, redemption or otherwise;

(b)      default in the payment of interest on any Exchange Note when the same becomes due and payable, and such default continues for a period of 30 days;

(c)      default in the performance or breach of the provisions of the Indenture applicable to mergers, consolidations and transfers of all or substantially all of the assets of Steel Dynamics and the Subsidiary Guarantors or the failure by Steel Dynamics to make or consummate an Offer to Purchase in accordance with the “Limitation on Asset Sales” or “Repurchase of Notes upon a Change of Control” covenant;

(d)      Steel Dynamics or any Subsidiary Guarantor defaults in the performance of or breaches any other covenant or agreement in the Indenture or under the Notes (other than a default specified in clause (a), (b) or (c) above) and such default or breach continues for a period of 30 consecutive days after written notice by the Trustee or the Holders of 25% or more in aggregate principal amount of the Notes;

(e)      there occurs with respect to any issue or issues of Indebtedness of Steel Dynamics, any Subsidiary Guarantor or any Significant Subsidiary having an outstanding principal amount of $10 million or more in the aggregate for all such issues of all such Persons, whether such Indebtedness now exists or shall hereafter be created, (I) an event of default that has caused the holder thereof to declare such Indebtedness to be due and payable prior to its Stated Maturity and such Indebtedness has not been discharged in full or such acceleration has not been rescinded or annulled within 30 days of such acceleration and/or (II) the failure to make a principal payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been made, waived or extended within 30 days of such payment default;

(f)      any final judgment or order (not covered by insurance) for the payment of money in excess of $10 million in the aggregate for all such final judgments or orders against all such Persons (treating any deductibles, self-insurance or retention as not so covered) shall be rendered against Steel Dynamics, any Subsidiary Guarantor or any Significant Subsidiary and shall not be paid or discharged, and there shall be any period of 60 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against all such Persons to exceed $10 million during which a stay of enforcement of such final judgment or order, by reason of a pending appeal or otherwise, shall not be in effect;

(g)      a court having jurisdiction in the premises enters a decree or order for (A) relief in respect of Steel Dynamics, any Subsidiary Guarantor or any Significant Subsidiary in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (B) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of Steel Dynamics, any Subsidiary Guarantor or any Significant Subsidiary or for all or substantially all of the property and assets of Steel Dynamics, any Subsidiary Guarantor or any Significant Subsidiary or (C) the winding-up or liquidation of the affairs of Steel Dynamics, any Subsidiary Guarantor or any Significant Subsidiary and, in each case, such decree or order shall remain unstayed and in effect for a period of 60 consecutive days;

(h)      Steel Dynamics, any Subsidiary Guarantor or any Significant Subsidiary (A) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (B) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of Steel Dynamics, any Subsidiary Guarantor or any Significant Subsidiary

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or for all or substantially all of the property and assets of Steel Dynamics, any Subsidiary Guarantor or any Significant Subsidiary or (C) effects any general assignment for the benefit of creditors; or

(i)      any Subsidiary Guarantor repudiates its obligations under its Exchange Note Guarantee or, except as permitted by the Indenture, any Exchange Note Guarantee is determined to be unenforceable or invalid or shall for any reason cease to be in full force and effect.

If an Event of Default (other than an Event of Default specified in clause (g) or (h) above that occurs with respect to Steel Dynamics or any Subsidiary Guarantor) occurs and is continuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Exchange Notes, then outstanding, by written notice to Steel Dynamics (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest on the Exchange Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) above has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) shall be remedied or cured by Steel Dynamics, the relevant Subsidiary Guarantor or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) above occurs with respect to Steel Dynamics or any Subsidiary Guarantor, the principal of, premium, if any, and accrued interest on the Exchange Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Exchange Notes by written notice to Steel Dynamics and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Exchange Notes that have become due solely by such declaration of acceleration, have been cured or waived and (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. For information as to the waiver of defaults, see “— Modification and Waiver.”

The Holders of at least a majority in aggregate principal amount of the outstanding Exchange Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of Exchange Notes not joining in the giving of such direction and may take any other action it deems proper that is not inconsistent with any such direction received from Holders of Exchange Notes. A Holder may not pursue any remedy with respect to the Indenture or the Exchange Notes unless:

(1)      the Holder gives the Trustee written notice of a continuing Event of Default;

(2)      the Holders of at least 25% in aggregate principal amount of outstanding Exchange Notes make a written request to the Trustee to pursue the remedy;

(3)      such Holder or Holders offer the Trustee indemnity satisfactory to the Trustee against any costs, liability or expense;

(4)      the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and

(5)      during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Exchange Notes do not give the Trustee a direction that is inconsistent with the request.

However, such limitations do not apply to the right of any Holder of an Exchange Note to receive payment of the principal of, premium, if any, or interest on, such Exchange Note or to bring suit for the enforcement of any such payment, on or after the due date expressed in the Exchange Notes, which right shall not be impaired or affected without the consent of the Holder.

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Officers of Steel Dynamics must certify, on or before a date not more than 90 days after the end of each fiscal year, that a review has been conducted of the activities of Steel Dynamics and its Restricted Subsidiaries and Steel Dynamics’ and its Restricted Subsidiaries’ performance under the Indenture and that Steel Dynamics has fulfilled all obligations thereunder, or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. Steel Dynamics will also be obligated to notify the Trustee of any default or defaults in the performance of any covenants or agreements under the Indenture.

Consolidation, Merger and Sale of Assets

Steel Dynamics will not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into it unless:

(1)      it shall be the continuing Person, or the Person (if other than it) formed by such consolidation or into which it is merged or that acquired or leased such property and assets (the “Surviving Person”), shall be a corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of Steel Dynamics’ obligations under the Indenture and the Notes;

(2)      immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

(3)      immediately after giving effect to such transaction on a pro forma basis, Steel Dynamics or the Surviving Person, as the case may be, shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of Steel Dynamics immediately prior to such transaction;

(4)      immediately after giving effect to such transaction on a pro forma basis Steel Dynamics, or the Surviving Person, as the case may be, could Incur at least $1.00 of Indebtedness under the first paragraph of the “Limitation on Indebtedness” covenant; provided that this clause (4) shall not apply to a consolidation, merger or sale of all (but not less than all) of the assets of Steel Dynamics if all Liens and Indebtedness of Steel Dynamics or the Surviving Person, as the case may be, and its Restricted Subsidiaries outstanding immediately after such transaction would have been permitted (and all such Liens and Indebtedness, other than Liens and Indebtedness of Steel Dynamics and its Restricted Subsidiaries outstanding immediately prior to the transaction, shall be deemed to have been Incurred) for all purposes of the Indenture;

(5)      it delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (3) and (4)) and Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; and

(6)      each Subsidiary Guarantor, unless such Subsidiary Guarantor is the Person with which Steel Dynamics has entered into a transaction under this “Consolidation, Merger and Sale of Assets” section, shall have by amendment to its Note Guarantee confirmed that its Note Guarantee shall apply to the obligations of Steel Dynamics or the Surviving Person in accordance with the Notes and the Indenture;

provided, however, that clauses (3) and (4) above do not apply if, in the good faith determination of the Board of Directors of Steel Dynamics, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of incorporation of Steel Dynamics and any such transaction shall not have as one of its purposes the evasion of the foregoing limitations.

The Surviving Person will succeed to, and except in the case of a lease be substituted for, Steel Dynamics under the Indenture and the Exchange Notes.

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Each Subsidiary Guarantor (other than any Subsidiary Guarantor whose Exchange Note Guarantee is to be released in accordance with the terms of its Exchange Note Guarantee and the Indenture in connection with any transaction complying with the provisions of “— Limitation on Asset Sales”) will not, and Steel Dynamics will not cause or permit any Subsidiary Guarantor to, consolidate with or merge with or into any Person other than Steel Dynamics or any other Subsidiary Guarantor unless:

(1)      such Subsidiary Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Subsidiary Guarantor) is a corporation organized and existing under the laws of the United States or any State thereof or the District of Columbia and such Person assumes by supplemental indenture all of the obligations of the Subsidiary Guarantor on its Exchange Note Guarantee;

(2)      immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and

(3)      immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, Steel Dynamics could satisfy the provisions of clause (3) of the first paragraph of this covenant.

Any merger or consolidation of a Subsidiary Guarantor with and into Steel Dynamics (with Steel Dynamics being the surviving entity) or another Subsidiary Guarantor need only comply with clause (5) of the first paragraph of this covenant.

The successor Subsidiary Guarantor will succeed to, and except in the case of a lease be substituted for, such Subsidiary Guarantor under the Indenture and such Subsidiary Guarantor’s Note Guarantee.

Defeasance

Defeasance and Discharge. The Indenture will provide that Steel Dynamics will be deemed to have paid and will be discharged from any and all obligations in respect of the Exchange Notes on the 123rd day after the deposit referred to below, and the provisions of the Indenture will no longer be in effect with respect to the Exchange Notes (except for, among other matters, certain obligations to register the transfer or exchange of the Exchange Notes, to replace stolen, lost or mutilated Exchange Notes, to maintain paying agencies and to hold monies for payment in trust) if, among other things:

(A)      Steel Dynamics has deposited with the Trustee, in trust, money and/or U.S. Government Obligations that through the payment of interest and principal in respect thereof in accordance with their terms will provide money in an amount sufficient to pay the principal of, premium, if any, and accrued interest on the Exchange Notes (i) on the Stated Maturity of such payments in accordance with the terms of the Indenture and the Exchange Notes or (ii) on any earlier Redemption Date pursuant to the terms of the Indenture and the Exchange Notes; provided that Steel Dynamics has provided the Trustee with irrevocable instructions to redeem all of the outstanding Exchange Notes on such Redemption Date,

(B)      Steel Dynamics has delivered to the Trustee (1) either (x) an Opinion of Counsel to the effect that Holders will not recognize income, gain or loss for federal income tax purposes as a result of Steel Dynamics’ exercise of its option under this “Defeasance” provision and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Closing Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (2) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the United States Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law,

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(C)      immediately after giving effect to such deposit on a pro forma basis, no Event of Default, or event that after the giving of notice or lapse of time or both would become an Event of Default, shall have occurred and be continuing on the date of such deposit or during the period ending on the 123rd day after the date of such deposit, and such deposit shall not result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which Steel Dynamics or any of its Subsidiaries is a party or by which Steel Dynamics or any of its Subsidiaries is bound and

(D)      if at such time the Exchange Notes are listed on a national securities exchange, Steel Dynamics has delivered to the Trustee an Opinion of Counsel to the effect that the Exchange Notes will not be delisted as a result of such deposit, defeasance and discharge.

Defeasance of Certain Covenants and Certain Events of Default. The Indenture further will provide that the provisions of the Indenture will no longer be in effect with respect to clauses (3) and (4) under “Consolidation, Merger and Sale of Assets” and all the covenants described herein under “Covenants,” clause (c) under “Events of Default” with respect to such clauses (3) and (4) under “Consolidation, Merger and Sale of Assets,” clause (d) under “Events of Default” with respect to such other covenants and clauses (e) and (f) under “Events of Default” shall be deemed not to be Events of Default upon, among other things, the deposit with the Trustee, in trust, of money and/or U.S. Government Obligations that through the payment of interest and principal in respect thereof in accordance with their terms will provide money in an amount sufficient to pay the principal of, premium, if any, and accrued interest on the Exchange Notes (i) on the Stated Maturity of such payments in accordance with the terms of the Indenture and the Exchange Notes or (ii) on any earlier Redemption Date pursuant to the terms of the Indenture and the Exchange Notes; provided that Steel Dynamics has provided the Trustee with irrevocable instructions to redeem all of the outstanding Exchange Notes on such Redemption Date, the satisfaction of the provisions described in clauses (B)(2), (C) and (D) of the preceding paragraph and the delivery by Steel Dynamics to the Trustee of an Opinion of Counsel to the effect that, among other things, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance of certain covenants and Events of Default and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred.

Defeasance and Certain Other Events of Default. In the event Steel Dynamics exercises its option to omit compliance with certain covenants and provisions of the Indenture with respect to the Exchange Notes as described in the immediately preceding paragraph and the Exchange Notes are declared due and payable because of the occurrence of an Event of Default that remains applicable, the amount of money and/or U.S. Government Obligations on deposit with the Trustee will be sufficient to pay amounts due on the Exchange Notes at the time of their Stated Maturity but may not be sufficient to pay amounts due on the Exchange Notes at the time of the acceleration resulting from such Event of Default. However, Steel Dynamics will remain liable for such payments and any Subsidiary Guarantor’s Exchange Note Guarantee with respect to such payments will remain in effect.

Modification and Waiver

The Indenture may be amended, without the consent of any Holder, to:

(1)      cure any ambiguity, defect or inconsistency in the Indenture;

(2)      comply with the provisions described under “Consolidation, Merger and Sale of Assets” or “Limitation on Issuances of Guarantees by Restricted Subsidiaries”;

(3)      comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act;

(4)      evidence and provide for the acceptance of appointment by a successor Trustee; or

(5)      make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder.

Modifications and amendments of the Indenture may be made by Steel Dynamics and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding

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Exchange Notes; provided, however, that no such modification or amendment may, without the consent of each Holder affected thereby,

(1)      change the Stated Maturity of the principal of, or any installment of interest on, any Exchange Note,

(2)      reduce the principal amount of, or premium, if any, or interest on, any Exchange Note,

(3)      change the optional redemption dates or optional redemption prices of the Exchange Notes from that stated under the caption “Optional Redemption,”

(4)      change the place or currency of payment of principal of, or premium, if any, or interest on, any Exchange Note,

(5)      impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Exchange Note,

(6)      waive a default in the payment of principal of, premium, if any, or interest on the Exchange Notes,

(7)      release any Subsidiary Guarantor from its Exchange Note Guarantee, except as provided in the Indenture,

(8)      amend, change or modify the obligation of Steel Dynamics to make and consummate an Offer to Purchase under the “Limitation on Asset Sales” after the obligation to make such Offer to Purchase has arisen or the obligation of Steel Dynamics to make and consummate an Offer to Purchase under the “Repurchase of Exchange Notes upon a Change of Control” covenant after a Change of Control has occurred, including, in each case, amending, changing or modifying any definition relating thereto, or

(9)      reduce the percentage or aggregate principal amount of outstanding Exchange Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of the Indenture or for waiver of certain defaults.

No Personal Liability of Incorporators, Stockholders, Officers, Directors or Employees

No recourse for the payment of the principal of, premium, if any, or interest on any of the Exchange Notes or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of Steel Dynamics in the Indenture, or in any of the Exchange Notes or because of the creation of any Indebtedness represented thereby, shall be had against any incorporator, stockholder, officer, director, employee or controlling person of Steel Dynamics or of any successor Person thereof. Each Holder, by accepting the Exchange Notes, waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Exchange Notes. Such waiver may not be effective to waive liabilities under the federal securities laws.

Concerning the Trustee

Except during the continuance of a Default, the Trustee will not be liable, except for the performance of such duties as are specifically set forth in the Indenture. If an Event of Default has occurred and is continuing, the Trustee will use the same degree of care and skill in its exercise of the rights and powers vested in it under the Indenture as a prudent person would exercise under the circumstances in the conduct of such person’s own affairs.

The Indenture and provisions of the Trust Indenture Act of 1939, as amended, incorporated by reference therein contain limitations on the rights of the Trustee, should it become a creditor of Steel Dynamics, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such claims, as security or otherwise. The Trustee is permitted to engage in other transactions; provided, however, that if it acquires any conflicting interest, it must eliminate such conflict or resign.

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Book-Entry; Delivery and Form

The certificates representing the Exchange Notes will be issued in fully registered form without interest coupons. Exchange Notes sold in offshore transactions in reliance on Regulation S under the Securities Act will initially be represented by one or more permanent global Exchange Notes in definitive, fully registered form without interest coupons (each a “Regulation S Global Exchange Note”) and will be deposited with the Trustee as custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”) for the accounts of Euroclear and Clearstream. Prior to the 40th day after the Closing Date, beneficial interests in the Regulation S Global Exchange Notes may only be held through Euroclear or Clearstream, and any resale or transfer of such interests to U.S. persons shall not be permitted during such period unless such resale or transfer is made pursuant to Rule 144A or Regulation S.

Notes sold in reliance on Rule 144A have been represented by one or more permanent global Exchange Notes in definitive, fully registered form without interest coupons (each a “Restricted Global Exchange Note”; and together with the Regulation S Global Notes, the “Global Notes”) and have been deposited with the Trustee as custodian for, and registered in the name of a nominee of, DTC.

Each Global Exchange Note (and any Exchange Notes issued in exchange therefor) are subject to certain restrictions on transfer set forth therein as described under “Transfer Restrictions.”

Exchange Notes transferred to institutional “accredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act (an “Institutional Accredited Investor”) who are not qualified institutional buyers (“Non-Global Purchasers”) will be in registered form without interest coupons (“Certificated Notes”). Upon the transfer of Certificated Notes initially issued to a Non-Global Purchaser to a qualified institutional buyer or in accordance with Regulation S, such Certificated Notes will, unless the relevant Global Note has previously been exchanged in whole for Certificated Notes, be exchanged for an interest in a Global Note. For a description of the restrictions on the transfer of Certificated Notes, see “Transfer Restrictions.”

Ownership of beneficial interests in a Global Note is limited to persons who have accounts with DTC (“participants”) or persons who hold interests through participants. Ownership of beneficial interests in a Global Note is shown on, and the transfer of that ownership can be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Qualified institutional buyers may hold their interests in a Restricted Global Note directly through DTC if they are participants in such system, or indirectly through organizations which are participants in such system.

Investors may hold their interests in a Regulation S Global Note directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations that are participants in such system. On or after the 40th day following the Closing Date, investors may also hold such interests through organizations other than Euroclear or Clearstream that are participants in the DTC system. Euroclear or Clearstream will hold interests in the Regulation S Global Notes on behalf of their participants through DTC.

So long as DTC, or its nominee, is the registered owner or holder of a Global Note, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the Exchange Notes represented by such Global Note for all purposes under the Indenture and the Notes. No beneficial owner of an interest in a Global Note will be able to transfer that interest except in accordance with DTC’s applicable procedures, in addition to those provided for under the Indenture and, if applicable, those of Euroclear and Clearstream.

Payments of the principal of, and interest on, a Global Note will be made to DTC or its nominee, as the case may be, as the registered owner thereof. Neither Steel Dynamics, the Trustee nor any Paying Agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Steel Dynamics expects that DTC or its nominee, upon receipt of any payment of principal or interest in respect of a Global Note, will credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Global Note as shown on the records of DTC

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or its nominee. Steel Dynamics also expects that payments by participants to owners of beneficial interests in such Global Note held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such participants.

Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules and will be settled in same-day funds. Transfers between participants in Euroclear and Clearstream will be effected in the ordinary way in accordance with their respective rules and operating procedures.

Steel Dynamics expects that DTC will take any action permitted to be taken by a holder of Exchange Notes (including the presentation of Exchange Notes for exchange as described below) only at the direction of one or more participants to whose account the DTC interests in a Global Note is credited and only in respect of such portion of the aggregate principal amount of Notes as to which such participant or participants has or have given such direction. However, if there is an Event of Default under the Notes, DTC will exchange the applicable Global Note for Certificated Notes, which it will distribute to its participants and which may be legended as set forth under the heading “Transfer Restrictions.”

Steel Dynamics understands that: DTC is a limited purpose trust company organized under the laws of the State of New York, a “banking organization” within the meaning of New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the Uniform Commercial Code and a “Clearing Agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates. Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies and certain other organizations that clear through or maintain a custodial relationship with a participant, either directly or indirectly (“indirect participants”).

Although DTC, Euroclear and Clearstream are expected to follow the foregoing procedures in order to facilitate transfers of interests in a Global Note among participants of DTC, Euroclear and Clearstream, they are under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither Steel Dynamics nor the Trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

If DTC is at any time unwilling or unable to continue as a depositary for the Global Notes and a successor depositary is not appointed by Steel Dynamics within 90 days, Steel Dynamics will issue Certificated Notes, which may bear the legend referred to under “Transfer Restrictions,” in exchange for the Global Notes. Holders of an interest in a Global Note may receive Certificated Notes, which may bear the legend referred to under “Transfer Restrictions,” in accordance with the DTC’s rules and procedures in addition to those provided for under the Indenture.

Definitions

Set forth below are defined terms used in the covenants and other provisions of the Indenture. Reference is made to the Indenture for other capitalized terms used in this “Description of the Notes” for which no definition is provided.

“Acquired Indebtedness” means Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary or Indebtedness of a Restricted Subsidiary assumed in connection with an Asset Acquisition by such Restricted Subsidiary; provided such Indebtedness was not Incurred in connection with or in contemplation of such Person becoming a Restricted Subsidiary or such Asset Acquisition.

“Adjusted Consolidated Net Income” means, for any period, the aggregate net income (or loss) of Steel Dynamics and its Restricted Subsidiaries for such period determined in conformity with GAAP; provided that the following items shall be excluded in computing Adjusted Consolidated Net Income (without duplication):

(1)      the net income (or loss) of any Person that is not a Restricted Subsidiary;

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(2)      the net income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary or is merged into or consolidated with Steel Dynamics or any of its Restricted Subsidiaries or all or substantially all of the property and assets of such Person are acquired by Steel Dynamics or any of its Restricted Subsidiaries;

(3)      the net income of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of such net income is not at the time permitted by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Restricted Subsidiary;

(4)      any gains or losses (on an after-tax basis) attributable to sales of assets outside the ordinary course of business of Steel Dynamics and its Restricted Subsidiaries;

(5)      solely for purposes of calculating the amount of Restricted Payments that may be made pursuant to clause (C) of the first paragraph of the “Limitation on Restricted Payments” covenant, any amount paid or accrued as dividends on Preferred Stock of Steel Dynamics owned by Persons other than Steel Dynamics and any of its Restricted Subsidiaries;

(6)      all extraordinary gains and extraordinary losses; and

(7)      solely for purposes of calculating the Interest Coverage Ratio, (a) start-up expenses associated with the Columbia City mini-mill in an aggregate amount of $8.4 million and (b) legal expenses and settlement costs relating to litigation arising out of financings for Nakornthai Strip Mill Public Company Limited in an aggregate amount of $8.9 million, in each case incurred during the fiscal year ended December 31, 2001.

“Adjusted Consolidated Net Tangible Assets” means the total amount of assets of Steel Dynamics and its Restricted Subsidiaries (less applicable depreciation, amortization and other valuation reserves), except to the extent resulting from write-ups of capital assets (excluding write-ups in connection with accounting for acquisitions in conformity with GAAP), after deducting therefrom (1) all current liabilities of Steel Dynamics and its Restricted Subsidiaries (excluding intercompany items) and (2) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, all as set forth on the most recent quarterly or annual consolidated balance sheet of Steel Dynamics and its Restricted Subsidiaries, prepared in conformity with GAAP and filed with the SEC or provided to the Trustee.

“Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Asset Acquisition” means (1) an investment by Steel Dynamics or any of its Restricted Subsidiaries in any other Person pursuant to which such Person shall become a Restricted Subsidiary or shall be merged into or consolidated with Steel Dynamics or any of its Restricted Subsidiaries; provided that such Person’s primary business is related, ancillary or complementary to the businesses of Steel Dynamics and its Restricted Subsidiaries on the date of such investment or (2) an acquisition by Steel Dynamics or any of its Restricted Subsidiaries of the property and assets of any Person other than Steel Dynamics or any of its Restricted Subsidiaries that constitute substantially all of a division or line of business of such Person; provided that the property and assets acquired are related, ancillary or complementary to the businesses of Steel Dynamics and its Restricted Subsidiaries on the date of such acquisition.

“Asset Disposition” means the sale or other disposition by Steel Dynamics or any of its Restricted Subsidiaries (other than to Steel Dynamics or another Restricted Subsidiary) of (1) all or substantially all of the Capital Stock of any Restricted Subsidiary or (2) all or substantially all of the assets that constitute a division or line of business of Steel Dynamics or any of its Restricted Subsidiaries.

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“Asset Sale” means any sale, transfer or other disposition (including by way of merger, consolidation or sale-leaseback transaction) in one transaction or a series of related transactions by Steel Dynamics or any of its Restricted Subsidiaries to any Person other than Steel Dynamics or any of its Restricted Subsidiaries of:

(1)      all or any of the Capital Stock of any Restricted Subsidiary,

(2)      all or substantially all of the property and assets of an operating unit or business of Steel Dynamics or any of its Restricted Subsidiaries or

(3)      any other property and assets (other than the Capital Stock or other Investment in an Unrestricted Subsidiary) of Steel Dynamics or any of its Restricted Subsidiaries outside the ordinary course of business of Steel Dynamics or such Restricted Subsidiary and, in each case, that is not governed by the provisions of the Indenture applicable to mergers, consolidations and sales of assets of Steel Dynamics; provided that “Asset Sale” shall not include:

(a)      sales or other dispositions of inventory, receivables and other current assets,

(b)      sales, transfers or other dispositions of assets constituting a Permitted Investment or Restricted Payment permitted to be made under the “Limitation on Restricted Payments” covenant,

(c)      sales, transfers or other dispositions of assets with a fair market value not in excess of $1 million in any transaction or series of related transactions or $10 million in the aggregate,

(d)      sales, transfers or other dispositions of real estate with a fair market value not in excess of $5 million in the aggregate; or

(e)      any sale, transfer, assignment or other disposition of any property or equipment that has become damaged, worn out, obsolete or otherwise unsuitable for use in connection with the business of Steel Dynamics or its Restricted Subsidiaries.

“Average Life” means, at any date of determination with respect to any debt security, the quotient obtained by dividing (1) the sum of the products of (a) the number of years from such date of determination to the dates of each successive scheduled principal payment of such debt security and (b) the amount of such principal payment by (2) the sum of all such principal payments.

“Board of Directors” means, with respect to any Person, the Board of Directors of such Person or any duly authorized committee of such Board of Directors.

“Capital Stock” means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) in equity of such Person, whether outstanding on the Closing Date or issued thereafter, including, without limitation, all Common Stock and Preferred Stock.

“Capitalized Lease” means, as applied to any Person, any lease of any property (whether real, personal or mixed) of which the discounted present value of the rental obligations of such Person as lessee, in conformity with GAAP, is required to be capitalized on the balance sheet of such Person.

“Capitalized Lease Obligations” means the discounted present value of the rental obligations under a Capitalized Lease.

“Change of Control” means such time as:

(1)      a “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) becomes the ultimate “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of more than 35% of the total voting power of the Voting Stock of Steel Dynamics on a fully diluted basis; or

(2)      individuals who on the Closing Date constitute the Board of Directors (together with any new directors whose election by the Board of Directors or whose nomination by the Board of Directors for election by Steel Dynamics’ stockholders was approved by a vote of at least two-thirds of the members of the Board of Directors then in office who either were members of the Board of Directors on the

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Closing Date or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the members of the Board of Directors then in office.

“Closing Date” means the date on which the Notes are originally issued under the Indenture.

“Commodity Agreement” means any forward contract, commodity swap agreement, commodity option agreement or other similar agreement or arrangement.

“Consolidated EBITDA” means, for any period, Adjusted Consolidated Net Income for such period plus, to the extent such amount was deducted in calculating such Adjusted Consolidated Net Income:

(1)      Consolidated Interest Expense,

(2)      income taxes,

(3)      depreciation expense,

(4)      amortization expense, and

(5)      all other non-cash items reducing Adjusted Consolidated Net Income (other than items that will require cash payments and for which an accrual or reserve is, or is required by GAAP to be, made), less all non-cash items increasing Adjusted Consolidated Net Income, all as determined on a consolidated basis for Steel Dynamics and its Restricted Subsidiaries in conformity with GAAP;

provided that, if any Restricted Subsidiary is not a Wholly Owned Restricted Subsidiary, Consolidated EBITDA shall be reduced (to the extent not otherwise reduced in accordance with GAAP) by an amount equal to (A) the amount of the Adjusted Consolidated Net Income attributable to such Restricted Subsidiary multiplied by (B) the percentage ownership interest in the income of such Restricted Subsidiary not owned on the last day of such period by Steel Dynamics or any of its Restricted Subsidiaries.

“Consolidated Interest Expense” means, for any period, the aggregate amount of interest in respect of Indebtedness (including, without limitation, amortization of original issue discount on any Indebtedness and the interest portion of any deferred payment obligation, calculated in accordance with the effective interest method of accounting; all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing; the net costs associated with Interest Rate Agreements; and Indebtedness that is Guaranteed or secured by Steel Dynamics or any of its Restricted Subsidiaries) and all but the principal component of rentals in respect of Capitalized Lease Obligations paid, accrued or scheduled to be paid or to be accrued by Steel Dynamics and its Restricted Subsidiaries during such period; excluding, however, (1) any amount of such interest of any Restricted Subsidiary if the net income of such Restricted Subsidiary is excluded in the calculation of Adjusted Consolidated Net Income pursuant to clause (3) of the definition thereof (but only in the same proportion as the net income of such Restricted Subsidiary is excluded from the calculation of Adjusted Consolidated Net Income pursuant to clause (3) of the definition thereof) and (2) any premiums, fees and expenses (and any amortization thereof) payable in connection with the Refinancing, all as determined on a consolidated basis (without taking into account Unrestricted Subsidiaries) in conformity with GAAP.

“Consolidated Net Worth” means, at any date of determination, stockholders’ equity as set forth on the most recently available quarterly or annual consolidated balance sheet of Steel Dynamics and its Restricted Subsidiaries (which shall be as of a date not more than 90 days prior to the date of such computation, and which shall not take into account Unrestricted Subsidiaries), plus, to the extent not included, any Preferred Stock of Steel Dynamics, less any amounts attributable to Disqualified Stock or any equity security convertible into or exchangeable for Indebtedness, the cost of treasury stock and the principal amount of any promissory notes receivable from the sale of the Capital Stock of Steel Dynamics or any of its Restricted Subsidiaries, each item to be determined in conformity with GAAP (excluding the effects of foreign currency exchange adjustments under Financial Accounting Standards Board Statement of Financial Accounting Standards No. 52).

“Credit Agreement” means the Credit Agreement to be dated as of the Closing Date, among Steel Dynamics, the Subsidiaries of Steel Dynamics party thereto, the lenders from time to time party thereto, Morgan Stanley Senior Funding, Inc., as Arranger, and JPMorgan Chase Bank, as Administrative Agent,

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together with any agreements, instruments, security agreements, guaranties and other documents executed or delivered pursuant to or in connection with such credit agreement, as such credit agreement or such agreements, instruments, security agreements, guaranties or other documents may be amended, supplemented, extended, restated, renewed or otherwise modified from time to time and any refinancing, replacement or substitution thereof or therefor, whether with the same or different lenders.

“Currency Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement.

“Default” means any event that is, or after notice or passage of time or both would be, an Event of Default.

“Disqualified Stock” means any class or series of Capital Stock of any Person that by its terms or otherwise is (1) required to be redeemed prior to the Stated Maturity of the Notes, (2) redeemable at the option of the holder of such class or series of Capital Stock at any time prior to the Stated Maturity of the Notes or (3) convertible into or exchangeable for Capital Stock referred to in clause (1) or (2) above or Indebtedness having a scheduled maturity prior to the Stated Maturity of the Notes; provided that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to repurchase or redeem such Capital Stock upon the occurrence of an “asset sale” or “change of control” occurring prior to the Stated Maturity of the Notes shall not constitute Disqualified Stock if the “asset sale” or “change of control” provisions applicable to such Capital Stock are no more favorable to the holders of such Capital Stock than the provisions contained in “Limitation on Asset Sales” and “Repurchase of Notes upon a Change of Control” covenants and such Capital Stock specifically provides that such Person will not repurchase or redeem any such stock pursuant to such provision prior to Steel Dynamics’ repurchase of such Notes as are required to be repurchased pursuant to the “Limitation on Asset Sales” and “Repurchase of Notes upon a Change of Control” covenants.

“Fair market value” means the price that would be paid in an arm’s-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined in good faith by the Board of Directors, whose determination shall be conclusive if evidenced by a Board Resolution.

“Foreign Subsidiary” means any Subsidiary of Steel Dynamics that is an entity which is a controlled foreign corporation under Section 957 of the Internal Revenue Code and does not guarantee or otherwise provide direct credit support for any Indebtedness of Steel Dynamics or any Subsidiary Guarantor.

“GAAP” means generally accepted accounting principles in the United States of America as in effect as of the Closing Date, including, without limitation, those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession. All ratios and computations contained or referred to in the Indenture shall be computed in conformity with GAAP applied on a consistent basis, except that calculations made for purposes of determining compliance with the terms of the covenants and with other provisions of the Indenture shall be made without giving effect to (1) the amortization of any expenses incurred in connection with the Refinancing and (2) except as otherwise provided, the amortization of any amounts required or permitted by Accounting Principles Board Opinion Nos. 16 and 17.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services (unless such purchase arrangements are on arm’s-length terms and are entered into in the ordinary course of business), to take-or-pay, or to maintain financial statement conditions or otherwise) or (2) entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided that the term

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“Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.

“Incur” means, with respect to any Indebtedness, to incur, create, issue, assume, Guarantee or otherwise become liable for or with respect to, or become responsible for, the payment of, contingently or otherwise, such Indebtedness; provided that (1) any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary will be deemed to be incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary and (2) neither the accrual of interest nor the accretion of original issue discount nor the payment of interest in the form of additional Indebtedness (to the extent provided for when the Indebtedness on which such interest is paid was originally issued) shall be considered an Incurrence of Indebtedness.

“Indebtedness” means, with respect to any Person at any date of determination (without duplication):

(1)      all indebtedness of such Person for borrowed money;

(2)      all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(3)      all obligations of such Person in respect of letters of credit or other similar instruments (including reimbursement obligations with respect thereto, but excluding obligations with respect to letters of credit (including trade letters of credit) securing obligations (other than obligations described in (1) or (2) above or (5), (6) or (7) below) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if drawn upon, to the extent such drawing is reimbursed no later than the third Business Day following receipt by such Person of a demand for reimbursement);

(4)      all obligations of such Person to pay the deferred and unpaid purchase price of property or services, which purchase price is due more than six months after the date of placing such property in service or taking delivery and title thereto or the completion of such services, except Trade Payables;

(5)      all Capitalized Lease Obligations;

(6)      all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided that the amount of such Indebtedness shall be the lesser of (A) the fair market value of such asset at such date of determination and (B) the amount of such Indebtedness;

(7)      all Indebtedness of other Persons Guaranteed by such Person to the extent such Indebtedness is Guaranteed by such Person; and

(8)      to the extent not otherwise included in this definition, obligations under Commodity Agreements, Currency Agreements and Interest Rate Agreements (other than Commodity Agreements, Currency Agreements and Interest Rate Agreements designed solely to protect Steel Dynamics or its Restricted Subsidiaries against fluctuations in commodity prices, foreign currency exchange rates or interest rates and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in commodity prices, foreign currency exchange rates or interest rates or by reason of fees, indemnities and compensation payable thereunder).

The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation, provided

(A)      that the amount outstanding at any time of any Indebtedness issued with original issue discount is the face amount of such Indebtedness less the remaining unamortized portion of the original issue discount of such Indebtedness at such time as determined in conformity with GAAP,

(B)      that money borrowed and set aside at the time of the Incurrence of any Indebtedness in order to prefund the payment of the interest on such Indebtedness shall not be deemed to be “Indebtedness” so long as such money is held to secure the payment of such interest and

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(C)      that Indebtedness shall not include:

(x)      any liability for federal, state, local or other taxes,

(y)      performance, surety or appeal bonds provided in the ordinary course of business or

(z)      agreements providing for indemnification, adjustment of purchase price or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of Steel Dynamics or any of its Restricted Subsidiaries pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), so long as the principal amount does not to exceed the gross proceeds actually received by Steel Dynamics or any Restricted Subsidiary in connection with such disposition.

“Initial Subsidiary Guarantor” means SDI Investment Company, a Delaware corporation.

“Interest Coverage Ratio” means, on any Transaction Date, the ratio of (1) the aggregate amount of Consolidated EBITDA for the then most recent four fiscal quarters prior to such Transaction Date for which reports have been filed with the SEC or provided to the Trustee (the “Four Quarter Period”) to (2) the aggregate Consolidated Interest Expense during such Four Quarter Period. In making the foregoing calculation:

(A)      pro forma effect shall be given to any Indebtedness Incurred or repaid during the period (the “Reference Period”) commencing on the first day of the Four Quarter Period and ending on the Transaction Date (other than Indebtedness Incurred or repaid under a revolving credit or similar arrangement to the extent of the commitment thereunder (or under any predecessor revolving credit or similar arrangement) in effect on the last day of such Four Quarter Period unless any portion of such Indebtedness is projected, in the reasonable judgment of the senior management of Steel Dynamics, to remain outstanding for a period in excess of 12 months from the date of the Incurrence thereof), in each case as if such Indebtedness had been Incurred or repaid on the first day of such Reference Period;

(B)      Consolidated Interest Expense attributable to interest on any Indebtedness (whether existing or being Incurred) computed on a pro forma basis and bearing a floating interest rate shall be computed as if the rate in effect on the Transaction Date (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months or, if shorter, at least equal to the remaining term of such Indebtedness) had been the applicable rate for the entire period;

(C)      pro forma effect shall be given to Asset Dispositions and Asset Acquisitions (including giving pro forma effect to the application of proceeds of any Asset Disposition) that occur during such Reference Period as if they had occurred and such proceeds had been applied on the first day of such Reference Period; and

(D)      pro forma effect shall be given to asset dispositions and asset acquisitions (including giving pro forma effect to the application of proceeds of any asset disposition) that have been made by any Person that has become a Restricted Subsidiary or has been merged with or into Steel Dynamics or any Restricted Subsidiary during such Reference Period and that would have constituted Asset Dispositions or Asset Acquisitions had such transactions occurred when such Person was a Restricted Subsidiary as if such asset dispositions or asset acquisitions were Asset Dispositions or Asset Acquisitions that occurred on the first day of such Reference Period;

provided that to the extent that clause (C) or (D) of this sentence requires that pro forma effect be given to an Asset Acquisition or Asset Disposition, such pro forma calculation shall be based upon the four full fiscal quarters immediately preceding the Transaction Date of the Person, or division or line of business of the Person, that is acquired or disposed for which financial information is available.

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“Interest Rate Agreement” means any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement, option or future contract or other similar agreement or arrangement.

“Investment” in any Person means any direct or indirect advance, loan or other extension of credit (including, without limitation, by way of Guarantee or similar arrangement; but excluding advances to customers or suppliers in the ordinary course of business that are, in conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of Steel Dynamics or its Restricted Subsidiaries and endorsements for collection or deposit arising in the ordinary course of business) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, bonds, notes, debentures or other similar instruments issued by, such Person and shall include (1) the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and (2) the retention of the Capital Stock (or any other Investment) by Steel Dynamics or any of its Restricted Subsidiaries, of (or in) any Person that has ceased to be a Restricted Subsidiary, including without limitation, by reason of any transaction permitted by clause (3) or (4) of the “Limitation on the Issuance and Sale of Capital Stock of Restricted Subsidiaries” covenant. For purposes of the definition of “Unrestricted Subsidiary” and the “Limitation on Restricted Payments” covenant, (a) the amount of or a reduction in an Investment shall be equal to the fair market value thereof at the time such Investment is made or reduced and (b) in the event Steel Dynamics or a Restricted Subsidiary makes an Investment by transferring assets to any Person and as part of such transaction receives Net Cash Proceeds, the amount of such Investment shall be the fair market value of the assets less the amount of Net Cash Proceeds so received, provided the Net Cash Proceeds are applied in accordance with clause (A) or (B) of the “Limitation on Asset Sales” covenant.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof or any agreement to give any security interest).

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

“Net Cash Proceeds” means:

(a)      with respect to any Asset Sale, the proceeds of such Asset Sale in the form of cash or cash equivalents, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not interest, component thereof) when received in the form of cash or cash equivalents and proceeds from the conversion of other property received when converted to cash or cash equivalents, net of

(1)      brokerage commissions and other fees and expenses (including fees and expenses of counsel and investment bankers) related to such Asset Sale;

(2)      provisions for all taxes (whether or not such taxes will actually be paid or are payable) as a result of such Asset Sale without regard to the consolidated results of operations of Steel Dynamics and its Restricted Subsidiaries, taken as a whole;

(3)      payments made to repay Indebtedness or any other obligation outstanding at the time of such Asset Sale that either (x) is secured by a Lien on the property or assets sold or (y) is required to be paid as a result of such sale and

(4)      appropriate amounts to be provided by Steel Dynamics or any Restricted Subsidiary as a reserve against any liabilities associated with such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as determined in conformity with GAAP and

(b)      with respect to any issuance or sale of Capital Stock, the proceeds of such issuance or sale in the form of cash or cash equivalents, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not interest, component thereof) when received in the form of cash or cash equivalents and proceeds from the conversion of other property received when converted

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to cash or cash equivalents, net of attorney’s fees, accountants’ fees, underwriters’ or Placement Agents’ fees, discounts or commissions and brokerage, consultant and other fees incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

“Note Guarantee” means a Guarantee of the obligations of Steel Dynamics under the Indenture and the Notes by any Subsidiary Guarantor.

“Offer to Purchase” means an offer to purchase Notes by Steel Dynamics from the Holders commenced by mailing a notice to the Trustee and each Holder stating:

(1)      the covenant pursuant to which the offer is being made and that all Notes validly tendered will be accepted for payment on a pro rata basis;

(2)      the purchase price and the date of purchase (which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed) (the “Payment Date”);

(3)      that any Note not tendered will continue to accrue interest pursuant to its terms;

(4)      that, unless Steel Dynamics defaults in the payment of the purchase price, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest on and after the Payment Date;

(5)      that Holders electing to have a Note purchased pursuant to the Offer to Purchase will be required to surrender the Note, together with the form entitled “Option of the Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day immediately preceding the Payment Date;

(6)      that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the third Business Day immediately preceding the Payment Date, a telegram, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; and

(7)      that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of $1,000 or integral multiples of $1,000.

On the Payment Date, Steel Dynamics shall (a) accept for payment on a pro rata basis Notes or portions thereof tendered pursuant to an Offer to Purchase; (b) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted; and (c) deliver, or cause to be delivered, to the Trustee all Notes or portions thereof so accepted together with an Officers’ Certificate specifying the Notes or portions thereof accepted for payment by Steel Dynamics. The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and mail to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of $1,000 or integral multiples of $1,000. Steel Dynamics will publicly announce the results of an Offer to Purchase as soon as practicable after the Payment Date. The Trustee shall act as the Paying Agent for an Offer to Purchase. Steel Dynamics will comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable, in the event that Steel Dynamics is required to repurchase Notes pursuant to an Offer to Purchase.

“Permitted Investment” means:

(1)      an Investment in Steel Dynamics or a Subsidiary Guarantor or a Person which will, upon the making of such Investment, become a Subsidiary Guarantor or be merged or consolidated with or into or transfer or convey all or substantially all its assets to, Steel Dynamics or a Subsidiary Guarantor; provided that such person’s primary business is related, ancillary or complementary to the businesses of Steel Dynamics and its Restricted Subsidiaries on the date of such Investment;

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(2)      Temporary Cash Investments;

(3)      payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses in accordance with GAAP;

(4)      stock, obligations or securities received in satisfaction of judgments;

(5)      an Investment in an Unrestricted Subsidiary consisting solely of an Investment in another Unrestricted Subsidiary;

(6)      loans or advances to directors, officers or employees of Steel Dynamics or any of its Restricted Subsidiaries that do not in the aggregate exceed $5 million at any time outstanding;

(7)      Investments in negotiable instruments held for collection, lease, utility and workers’ compensation, performance and other similar pledges or deposits and other pledges or deposits permitted under the “Limitation on Liens” covenant;

(8)      Investments in a Restricted Subsidiary of Steel Dynamics other than a Subsidiary Guarantor in an aggregate amount not to exceed $5 million;

(9)      Commodity Agreements, Interest Rate Agreements and Currency Agreements designed solely to protect Steel Dynamics or its Restricted Subsidiaries against fluctuations in commodity prices, interest rates or foreign currency exchange rates;

(10)      any Investments that may be deemed to result from payments made in Capital Stock (other than Disqualified Stock) of Steel Dynamics, or the payment of Additional Bank Payments, required under the Settlement Agreement as in effect on the Closing Date; or

(11)      Investments in Iron Dynamics in an aggregate amount not to exceed $15 million plus the net reduction in Investments made pursuant to this clause (11) in any Person resulting from payments of interest on Indebtedness, dividends, repayments of loans or advances, or other transfers of assets, in each case to Steel Dynamics or any Restricted Subsidiary or from the Net Cash Proceeds from the sale of any such Investment (except, in each case, to the extent any such payment or proceeds are included in the calculation of Adjusted Consolidated Net Income), from the release of any Guarantee or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of “Investments”), not to exceed, in each case, the amount of such Investments previously made by Steel Dynamics or any Restricted Subsidiary in such Person or Unrestricted Subsidiary; provided at the time of such Investment Steel Dynamics could Incur at least $1.00 of Indebtedness under the first paragraph of part (a) of the “Limitation on Indebtedness” covenant.

“Permitted Liens” means:

(1)      Liens for taxes, assessments, governmental charges or claims that are being contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and for which a reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made;

(2)      statutory and common law Liens of landlords and carriers, warehousemen, mechanics, suppliers, materialmen, repairmen or other similar Liens arising in the ordinary course of business and with respect to amounts not yet delinquent or being contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and for which a reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made;

(3)      Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security;

(4)      Liens incurred or deposits made to secure the performance of tenders, bids, leases, statutory or regulatory obligations, bankers’ acceptances, surety and appeal bonds, government contracts, performance and return-of-money bonds and other obligations of a similar nature incurred in the ordinary course of business (exclusive of obligations for the payment of borrowed money);

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(5)      easements, rights-of-way, municipal and zoning ordinances and similar charges, encumbrances, title defects or other irregularities that do not materially interfere with the ordinary course of business of Steel Dynamics or any of its Restricted Subsidiaries;

(6)      leases or subleases granted to others that do not materially interfere with the ordinary course of business of Steel Dynamics and its Restricted Subsidiaries, taken as a whole;

(7)      Liens encumbering property or assets under construction arising from progress or partial payments by a customer of Steel Dynamics or its Restricted Subsidiaries relating to such property or assets;

(8)      any interest or title of a lessor in the property subject to any Capitalized Lease or operating lease;

(9)      Liens arising from filing Uniform Commercial Code financing statements regarding leases;

(10)      Liens on property of, or on shares of Capital Stock or Indebtedness of, any Person existing at the time such Person becomes, or becomes a part of, any Restricted Subsidiary; provided that such Liens do not extend to or cover any property or assets of Steel Dynamics or any Restricted Subsidiary other than the property or assets acquired;

(11)      Liens in favor of Steel Dynamics or any Subsidiary Guarantor;

(12)      Liens arising from the rendering of a final judgment or order against Steel Dynamics or any Restricted Subsidiary that does not give rise to an Event of Default;

(13)      Liens securing reimbursement obligations with respect to letters of credit that encumber documents and other property relating to such letters of credit and the products and proceeds thereof;

(14)      Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(15)      Liens encumbering customary initial deposits and margin deposits, and other Liens that are within the general parameters customary in the industry and incurred in the ordinary course of business, in each case, securing Indebtedness under Commodity Agreements, Interest Rate Agreements and Currency Agreements designed solely to protect Steel Dynamics or any of its Restricted Subsidiaries from fluctuations in interest rates, currencies or the price of commodities;

(16)      Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by Steel Dynamics or any of its Restricted Subsidiaries in the ordinary course of business in accordance with the past practices of Steel Dynamics and its Restricted Subsidiaries prior to the Closing Date;

(17)      Liens on shares of Capital Stock of any Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; and

(18)      Liens on or sales of receivables.

“Refinancing” means the series of transactions whereby Steel Dynamics permanently repays all amounts outstanding under its existing (i) $450 million amended and restated credit agreement dated as of June 30, 1997, as amended, by and among Steel Dynamics, the Lenders parities thereto from time to time, Mellon Bank, N.A., as Agent for the Lenders thereunder and as Issuing Bank, Kreditanstalt Fur Wiederaufbau and Comerica Bank, as Senior Co-Agents and Banque Nationale de Paris, NBD Bank, N.A. and The Industrial Bank of Japan, Limited, as Co-Agents and (ii) $50 million credit agreement dated as of May 5, 2000 by and among Steel Dynamics, the Lenders parties thereto from time to time and Mellon Bank, N.A., as Agent for the Lenders thereunder, from the net proceeds received from the offering of the Notes and Note Guarantees and borrowings under the Credit Agreement and terminates such existing credit agreements.

“Replacement Assets” means, on any date, property or assets (other than current assets) of a nature or type or that are used in a business (or an Investment in a company having property or assets of a nature or

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type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, Steel Dynamics and its Restricted Subsidiaries existing on such date.

“Restricted Subsidiary” means any Subsidiary of Steel Dynamics other than an Unrestricted Subsidiary.

“Settlement Agreement” means the Agreement, dated as of January 28, 2002, by and among Iron Dynamics, Steel Dynamics, the lenders banks who are parties thereto and Mellon Bank, N.A., as Agent to the banks, together with any agreements, instruments and documents executed or delivered pursuant to or in connection with such agreement, as such agreement or such agreements, instruments or documents may be amended, supplemented, extended restated, renewed or otherwise modified from time to time.

“S&P” means Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, and its successors.

“Significant Subsidiary” means, at any date of determination, any Restricted Subsidiary that, together with its Subsidiaries, (1) for the most recent fiscal year of Steel Dynamics, accounted for more than 10% of the consolidated revenues of Steel Dynamics and its Restricted Subsidiaries or (2) as of the end of such fiscal year, was the owner of more than 10% of the consolidated assets of Steel Dynamics and its Restricted Subsidiaries, all as set forth on the most recently available consolidated financial statements of Steel Dynamics for such fiscal year.

“Stated Maturity” means, (1) with respect to any debt security, the date specified in such debt security as the fixed date on which the final installment of principal of such debt security is due and payable and (2) with respect to any scheduled installment of principal of or interest on any debt security, the date specified in such debt security as the fixed date on which such installment is due and payable.

“Subsidiary” means, with respect to any Person, any corporation, association or other business entity of which more than 50% of the voting power of the outstanding Voting Stock is owned, directly or indirectly, by such Person and one or more other Subsidiaries of such Person.

“Subsidiary Guarantor” means any Initial Subsidiary Guarantor and any other Restricted Subsidiary which provides a Note Guarantee of Steel Dynamics’ obligations under the Indenture and the Notes.

“Temporary Cash Investment” means any of the following:

(1)      direct obligations of the United States of America or any agency thereof or obligations fully and unconditionally guaranteed by the United States of America or any agency thereof, in each case maturing within one year unless such obligations are deposited by Steel Dynamics (x) to defease any Indebtedness or (y) in a collateral or escrow account or similar arrangement to prefund the payment of interest on any indebtedness;

(2)      time deposit accounts, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company which is organized under the laws of the United States of America, any state thereof or any foreign country recognized by the United States of America, and which bank or trust company has capital, surplus and undivided profits aggregating in excess of $100 million (or the foreign currency equivalent thereof) and has outstanding debt which is rated “A” (or such similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) or any money market fund sponsored by a registered broker dealer or mutual fund distributor;

(3)      repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (1) above entered into with a bank or trust company meeting the qualifications described in clause (2) above;

(4)      commercial paper, maturing not more than one year after the date of acquisition, issued by a corporation (other than an Affiliate of Steel Dynamics) organized and in existence under the laws of the United States of America, any state thereof or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is made of “P-2” (or higher) according to Moody’s or “A-2” (or higher) according to S&P;

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(5)      securities with maturities of six months or less from the date of acquisition issued or fully and unconditionally guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least “A” by S&P or Moody’s; and

(6)      any mutual fund that has at least 95% of its assets continuously invested in investments of the types described in clauses (1) through (5) above.

“Trade Payables” means, with respect to any Person, any accounts payable or any other indebtedness or monetary obligation to trade creditors created, assumed or Guaranteed by such Person or any of its Subsidiaries arising in the ordinary course of business in connection with the acquisition of goods or services.

“Transaction Date” means, with respect to the Incurrence of any Indebtedness, the date such Indebtedness is to be Incurred and, with respect to any Restricted Payment, the date such Restricted Payment is to be made.

“Unrestricted Subsidiary” means (I) Iron Dynamics, New Millennium, Omni Dynamic Aviation and Paragon Steel and each of their Subsidiaries and (II) (1) any other Subsidiary of Steel Dynamics that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors in the manner provided below; and (2) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors may designate any Restricted Subsidiary (including any newly acquired or newly formed Subsidiary of Steel Dynamics) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, Steel Dynamics or any Restricted Subsidiary; provided that (A) any Guarantee by Steel Dynamics or any Restricted Subsidiary of any Indebtedness of the Subsidiary being so designated shall be deemed an “Incurrence” of such Indebtedness and an “Investment” by Steel Dynamics or such Restricted Subsidiary (or both, if applicable) at the time of such designation; (B) either (I) the Subsidiary to be so designated has total assets of $1,000 or less or (II) if such Subsidiary has assets greater than $1,000, such designation would be permitted under the “Limitation on Restricted Payments” covenant and (C) if applicable, the Incurrence of Indebtedness and the Investment referred to in clause (A) of this proviso would be permitted under the “Limitation on Indebtedness” and “Limitation on Restricted Payments” covenants. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that (a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such designation and (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately after such designation would, if Incurred at such time, have been permitted to be Incurred (and shall be deemed to have been Incurred) for all purposes of the Indenture. Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.

“U.S. Government Obligations” means securities that are (1) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof at any time prior to the Stated Maturity of the Notes, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of interest on or principal of the U.S. Government Obligation evidenced by such depository receipt.

“Voting Stock” means with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.

“Wholly Owned” means, with respect to any Subsidiary of any Person, the ownership of all of the outstanding Capital Stock of such Subsidiary (other than any director’s qualifying shares or Investments by

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foreign nationals mandated by applicable law) by such Person or one or more Wholly Owned Subsidiaries of such Person.

UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following summary describes certain United States tax consequences of the acquisition, ownership and disposition of the Exchange Notes. The summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), and United States Treasury regulations issued thereunder, Internal Revenue Service rulings and pronouncements and judicial decisions as of the date hereof, all of which may be repealed, revoked or modified so as to result in United States tax consequences different from those described below. Such changes could be applied retroactively in a manner that could adversely affect you. In addition, the authorities on which this summary is based are subject to various interpretations. It is therefore possible that the consequences of the acquisition, ownership and disposition of the notes may differ from the treatment described below.

The tax treatment of a Holder of the Exchange Notes may vary depending upon the particular situation of the Holder. This summary is limited to initial beneficial investors that purchase the old notes for cash upon their original issuance at the price set forth on the cover of this memorandum, and is limited to investors who hold the notes as capital assets within the meaning of Section 1221 of the Code. This summary does not deal with holders that may be subject to special tax rules (including, but not limited to, banks, insurance companies, tax-exempt organizations, financial institutions, dealers in securities or currencies, partnerships or other flow-through entities classified as partnerships for U.S. federal income tax purposes, persons subject to the alternative minimum tax (as defined below), U.S. Holders whose functional currency is not the U.S. dollar, certain U.S. expatriates, Non-United States Holders (as defined below) that are subject to a tax treaty with the United States, or holders who will hold the notes as a hedge against currency risks or as part of a straddle, synthetic security, conversion transaction or other integrated investment comprised of the notes and one or more other investments).

This summary is for general information only and does not address all aspects of United States taxation that may be relevant to Holders of the Exchange Notes in light of their particular circumstances, and it does not address any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction. Prospective holders should consult their own tax advisors as to the particular tax consequences to them of acquiring, holding or disposing of the notes.

As used herein, a “United States Holder” of a note means a beneficial owner of an Exchange Note that, for U.S. federal income tax purposes, is a citizen or resident of the United States; a corporation or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or of any state of the United States or the District of Columbia; an estate the income of which is subject to United States federal income taxation regardless of its source; or a trust if (1) a U.S. court is able to exercise primary supervision over the administration of the trust and (2) one or more U.S. persons have the authority to control all substantial decisions of the trust.

If a partnership is a beneficial owner of an Exchange Note, the U.S. tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. A beneficial owner of old notes or Exchange Notes that is a partnership, and partners in such a partnership, should consult their tax advisors about the U.S. federal income tax consequences of the acquisition, ownership and disposition of the old notes and Exchange Notes.

Tax Consequences to United States Holders

     Interest

Except as set forth below, interest on an Exchange Note generally will be taxable to a United States Holder as ordinary income from domestic sources at the time it is paid or accrued, or is actually or constructively received, in accordance with the United States Holder’s method of accounting for tax purposes.

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Our failure to consummate the Exchange Offer or to file or cause to be declared effective the Shelf Registration Statement as described under “Description of Notes — Registration Rights” will cause additional interest to accrue on the notes in the manner described therein. According to U.S. Treasury regulations, the possibility of a change in the interest rate will not affect the amount of interest income recognized by a United States Holder (or the timing of such recognition) if the likelihood of the change, as of the date the Exchange Notes are issued, is remote. We believe that the likelihood of a change in the interest rate on the Exchange Notes is remote and do not intend to treat the possibility of a change in the interest rate as affecting the yield to maturity of any note. In the unlikely event that the interest rate on the Exchange Notes is increased, then such increased interest should be treated as ordinary income for U.S. federal income tax purposes at the time it accrues or is received in accordance with the United States Holder’s regular method of tax accounting. Our determination that there is a remote likelihood of a change in the interest rate on the Exchange Notes is binding on each United States Holder unless the holder explicitly discloses in the manner required by applicable U.S. Treasury regulations that its determination is different from ours. It is possible, however, that the Internal Revenue Service may take a different position and treat the additional interest income as original issue discount, includable by a United States Holder in income as such interest accrues, in advance of receipt of any cash payment thereof, or it may treat as interest income all or a portion of any gain recognized on the disposition of an Exchange Note. If, as anticipated, the issue price of the notes will equal their stated principal amount, and because the likelihood of a change in the interest rate is remote, we do not anticipate that the Exchange Notes will be issued with original issue discount.

The Exchange Notes may be redeemed prior to their stated maturity at our option or at the option of the holders upon certain circumstances or automatically upon the occurrence of certain events. We believe that none of such redemption rights or obligations are more likely than not to occur, and, thus, under applicable Treasury regulations, none of such redemption rights or obligations should affect the yield of the notes.

     Sale, Exchange and Retirement of Old Notes or Exchange Notes

Upon the sale, exchange, redemption, retirement or other disposition of an old note or an Exchange Note, a United States Holder generally will recognize gain or loss equal to the difference between the amount realized (the sum of cash plus the fair market value of all other property received), except to the extent the sales proceeds are attributable to accrued but unpaid interest, and such holder’s adjusted tax basis in the note. A United States Holder’s adjusted tax basis in a note will, in general, be equal to the initial purchase price the holder paid for the notes, plus original issue discount, if any, previously included in income, less any cash payment received in respect of such original issue discount, and further reduced by any principal payments received by such United States Holder. In general, except to the extent the gain or loss is attributable to accrued but unpaid stated interest, such gain or loss will be capital gain or loss. Such capital gain or loss generally will be long-term capital gain or loss if the holding period of the note exceeds one year at the time of the disposition. Certain noncorporate taxpayers (including individuals) are eligible for preferential rates of taxation of such long-term capital gain. The deductibility of capital losses is subject to limitations.

The exchange of an old note by a United States Holder for a Exchange Note pursuant to the Exchange Offer should not constitute a taxable exchange. A United States Holder will have the same tax basis and holding period in the Exchange Note as it did in the old note.

     Backup Withholding and Information Reporting

Information returns will be filed with the Internal Revenue Service in connection with payments on the old notes or Exchange Notes and the proceeds from a sale or other disposition of the notes. A United States Holder will be subject to United States backup withholding tax on these payments if the holder fails to provide its taxpayer identification number to the paying agent and comply with certain certification procedures or otherwise establish an exemption from backup withholding. United States Holders should consult their own tax advisor regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption, if applicable. The amount of any backup withholding from a payment will be allowed as a credit against a United States Holder’s U.S. federal income tax liability and may entitle the holder to a refund, provided that the required information is furnished to the Internal Revenue Service.

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Tax Consequences to Non-United States Holders

A “Non-United States Holder” of a note means a beneficial owner of a note that, for U.S. federal income tax purposes, is not a United States Holder.

     Withholding Taxes

Generally, payments of principal and interest (including OID), on the notes will not be subject to United States withholding taxes provided that:

• the Non-United States Holder does not actually or constructively own 10 percent or more of the total combined voting power of all classes of stock of the Company entitled to vote,

• the Non-United States Holder is not a controlled foreign corporation that is related to the Company through its stock ownership,

• the Non-United States Holder is not a bank described in Section 881(c)(3)(A) of the Code, and

• either (A) the Non-United States Holder provides its name and address on an IRS Form W-8BEN (or substitute form), and certifies, under penalties of perjury, that it is not a United States Holder or (B) it holds its notes through certain foreign intermediaries and it satisfies the certification requirements of applicable U.S. Treasury regulations. Special certification rules apply to certain Non-United States Holders that are entities rather than individuals.

If a Non-United States Holder cannot satisfy the requirements described above, payments of interest (including OID) made to the Non-United States Holder will be subject to U.S. federal withholding tax, unless the Non-United States Holder provides the Company with a properly executed (1) IRS Form W-8BEN (or substitute form) claiming an exemption from or a reduction in the rate of withholding under the benefit of an applicable tax treaty or (2) IRS Form W-8ECI (or successor form) stating that interest paid on the notes is not subject to withholding because it is effectively connected with the conduct of Non-United States Holder’s trade or business in the United States.

     Sale or Redemption of Notes

The exchange of an old note by a Non-United States Holder for a Exchange Note pursuant to the Exchange Offer should not constitute a taxable exchange. A Non-United States Holder will have the same tax basis and holding period in the Exchange Note as it did in the old note.

If a Non-United States Holder meeting the United States certification requirements as set forth above sells or otherwise disposes of a note or such note is redeemed, the Non-United States Holder generally will not be subject to United States federal income tax on any gain unless one of the following applies:

• The gain is effectively connected with a trade or business that the Non-United States Holder conducts in the United States.

• The Non-United States Holder is an individual, is present in the U.S. for at least 183 days during the year in which the holder disposes of the notes and certain other conditions are satisfied.

• The gain represents accrued interest, in which case the rules for interest would apply.

     Effectively Connected Income

If a Non-United States Holder of a note is engaged in a trade or business in the United States, and if interest on the note is effectively connected with the conduct of this trade or business, the Non-United States Holder, although exempt from the withholding tax discussed above, will generally be taxed in the same manner as a United States Holder (see “Tax Consequences to United States Holders” above), except that the holder will be required to provide to the Company a properly executed IRS Form W-8ECI (or successor form) in order to claim an exemption from withholding tax.

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If the Non-United States Holder is a corporation, it may also be subject to “branch profits tax” on its earnings that are effectively connected with the holder’s U.S. trade or business, including earnings from the note. This tax is 30%, but may be reduced or eliminated by an applicable tax treaty.

     Information Reporting and Backup Withholding

Interest payments made to Non-United States Holders will generally be reported to the IRS and to each Non-United States Holder on Form 1042-S. However, this reporting does not apply if one of the following conditions applies:

• The Non-United States Holder holds its notes directly through a qualified intermediary and the applicable procedures are complied with.

• The Non-United States Holder files Form W-8ECI.

     Information reporting and backup withholding apply to Non-United States Holders as follows:

• Principal and interest payments received will generally be exempt from the information reporting and backup withholding if the holder is a Non-United States Holder exempt from withholding on interest and satisfies the United States certification requirements described above. The exemption does not apply if the withholding agent or an intermediary knows or has reason to know that the holder should be subject to the usual information reporting or backup withholding rules.

• In general, a Non-United States Holder will not be subject to information reporting and backup withholding on the sale proceeds received on sale of a note. However, sale proceeds received on a sale of a Non-United States Holder’s notes through a broker may be subject to information reporting and/or backup withholding may apply if the Non-United States Holder uses the United States office of a broker, and information reporting (but not backup withholding) may apply if it uses the foreign office of a broker that has certain connections to the United States.

PLAN OF DISTRIBUTION

Each broker-dealer that receives Exchange Notes for its own account pursuant to this exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for old notes where such old notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.

We will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such Exchange Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after the expiration date we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such

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documents in the Letter of Transmittal. We have agreed to pay all expenses incident to the exchange offer, including the reasonable fees and expenses of counsel to the initial purchasers of the old notes, other than commissions or concessions of any brokers or dealers. We will indemnify the holders of the notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

The validity of the issuance of the Exchange Notes will be passed upon for us by Barrett & McNagny LLP, Fort Wayne, Indiana.

EXPERTS

Ernst & Young LLP, independent auditors, have audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2003, as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in this registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

As permitted by Chapter 37 of the Indiana Business Corporation Law, Article IX of our Amended and Restated Articles of Incorporation provides that we shall indemnify a director or officer against liability, including expenses and costs of defense, incurred in any proceeding, if that individual was made a party to the proceeding because the individual is or was a director or officer, or, at our request, was serving as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, whether or not for profit, so long as the individual’s conduct was in good faith and with the reasonably belief, in connection with the individual’s “official capacity,” that the conduct was in our beset interests, or, in all other cases, that the conduct was at least not opposed to our best interests. In the case of any criminal proceeding, the duty to indemnify applies so long as the individual either had reasonable cause to believe that the conduct was lawful, or had no reasonable cause to believe that the conduct was unlawful. Conduct with respect to an employee benefit plan in connection with a matter the individual believed to be in the best interests of the participants in and beneficiaries of the plan is deemed conduct that satisfies the indemnification standard that the individual reasonably believed that the conduct was at least not opposed to our best interests.

We may advance or reimburse for reasonable expenses incurred by a person entitled to indemnification, in advance of final disposition, if the individual furnishes us with a written affirmation of his or her good faith belief that the applicable standard of conduct was observed, accompanied by a written undertaking to repay the advance if it is ultimately determined that the applicable standards were not met.

In all cases, whether in connection with advancement of expenses during a proceeding, or afterward, we may not grant indemnification unless authorized in the specific case after a determination has been made that indemnification is permissible under the circumstances. The determination may be made either by our board of directors, by majority vote of a quorum consisting of directors not at the time parties to the proceeding, or, if a quorum cannot be so obtained, then by majority vote of a committee duly designated by the board of directors consisting solely of two or more directors not at the time parties to the proceeding. Alternatively, the determination can be made by special legal counsel selected by the board of directors or the committee, or by the stockholders, excluding shares owned by or voted under the control of persons who are at the time parties to the proceeding. In the event that a person seeking indemnification believes that it has not been properly provided that person may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. In such a proceeding, a court is empowered to grant indemnification if it determines that the person is fairly and reasonably entitled to indemnification in view of all of the relevant circumstances, whether or not the person met the standard of conduct for indemnification.

We may purchase and maintain insurance on behalf of our directors, officers, employees or agents, insuring against liability arising from his or her status as a director, officer, employee, or agent, whether or not we would have the power to indemnify the individual against the same liability under Article IX. Article IX does not preclude us from providing indemnification in any other manner.

The indemnification provisions set forth in Article IX of the Amended and Restated Articles of Incorporation, as well as the authority vested in our board of directors by Chapter 37 of the Business Corporation Law to grant indemnification beyond that which is described in Article IX, may be sufficiently broad to provide indemnification of our directors and officers for liabilities arising under the Securities Act.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities, other than the payment of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by

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controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

We have obtained liability insurance for the benefit of our directors and officers which provides coverage for losses of directors and officers for liabilities arising out of claims against such persons acting as our officers or directors, or any of our subsidiaries, due to any breach of duty, neglect, error, misstatement, misleading statement, omission or act done by such directors and officers, except as prohibited by law.

Item 21. Exhibits

(a)      The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement:

Exhibit No.
3.1a	Amended and Restated Articles of Incorporation of Steel Dynamics, Inc., incorporated by reference from Exhibit 3.1a in Registrant’s Registration Statement on Form S-1, SEC File No. 333-12521, effective November 21, 1996.
3.1b	Articles of Incorporation of Iron Dynamics, Inc., incorporated by reference from Registrant’s 1996 Annual Report on Form 10-K, filed March 31, 1997.
3.2a	Amended Bylaws of Steel Dynamics, Inc., incorporated herein by reference from Exhibit 3.2a to our Registration Statement on Form S-3, SEC File No. 333-82210, effective February 28, 2002.
3.2b	Bylaws of Iron Dynamics, Inc., incorporated by reference from Registrant’s 1996 Annual Report on Form 10-K, filed March 31, 1997.
4.1	Registration Rights Agreement, dated as of January 28, 2002, among Steel Dynamics, Inc., various financial institutions which are to receive Steel Dynamics common stock under the Settlement Agreement referred to in Exhibit 2.1, and Mellon Bank, N.A., as Agent, incorporated by reference from Exhibit 4.1 to our Report on Form 8-K, filed February 26, 2002.
4.2	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, re $100,000,000 of our 4% Convertible Subordinated Notes due 2012, incorporated by reference from Exhibit 4.1c to our Registration Statement on Form S-3, File No. 333-103672, filed March 7, 2003.
4.3*	Registration Rights Agreement, dated as of November 14, 2003, between Steel Dynamics, Inc. and Steel Dynamics Sales North America, Inc., SDI Investment Company, STLD Holdings, Inc., Ferrous Resources, LLC and Dynamic Bar Products, LLC as Guarantors, and Morgan Stanley & Co. Incorporated et al as Placement Agents pursuant to the Placement Agreement dated November 14, 2003 relating to the sale by us of $100 million of our 9 1/2% unsecured senior notes.
4.4	Indenture relating to Registrant’s issuance of $200 million senior unsecured notes, dated as of March 26, 2002, between Steel Dynamics, Inc. as Issuer and SDI Investment Company as Initial Subsidiary Guarantor, and Fifth Third Bank, Indiana as Trustee, incorporated by reference from Exhibit 10.3a to our 2001 Annual Report on Form 10-K, filed March 28, 2002.
4.4a	First Supplemental Indenture, dated as of September 6, 2002, relating to the Indenture described in Exhibit 4.4, incorporated herein by reference from our Exhibit 4.4a to our 2002 Annual Report on Form 10-K, filed March 28, 2003.
4.4b	Second Supplemental Indenture, dated as of September 30, 2002, relating to the Indenture described in Exhibit 4.4, incorporated herein by reference from our Exhibit 4.4b to our 2002 Annual Report on Form 10-K, filed March 28, 2003.
4.4c	Third Supplemental Indenture, dated as of December 31, 2002, relating to the Indenture described in Exhibit 4.4 incorporated herein by reference from our Exhibit 4.4c to our 2002 Annual Report on Form 10-K, filed March 28, 2003..
4.4d	Fourth Supplemental Indenture, dated as of November 26, 2003, relating to the Indenture described in Exhibit 4.4, incorporated by reference to Exhibit 4.4d to our 2003 Annual Report on Form 10-K, filed March 12, 2004.

78

4.5	Indenture relating to our 4% Convertible Subordinated Notes due 2012, dated as of December 23, 2002, between Steel Dynamics, Inc. and Fifth Third Bank, Indiana as Trustee, incorporated by reference from Exhibit 4.2a to our Registration Statement on Form S-3, File No. 333-103672, filed March 7, 2003.
5.1	Opinion of Barrett & McNagny LLP, incorporated by reference from Exhibit 5.1 to our Registration Statement on Form S-4 filed May 7, 2004..
10.1	Credit Agreement relating to our $350 million senior secured credit facility, dated as of March 26, 2002 among Steel Dynamics, Inc. as Borrower, certain designated “Initial Lender Parties,” JPMorgan Chase as Collateral Agent and Administrative Agent, Morgan Stanley Senior Funding, Inc. as Arranger and Syndication Agent, and others, incorporated by reference from Exhibit 10.1a to our 2001 Annual Report on Form 10-K, filed March 28, 2002.
10.1a	First Amendment to Credit Agreement referenced at Exhibit 10.1, dated as of August 6, 2002, incorporated herein from Exhibit 10.1b to our Registration Statement on Form S-4, SEC File No. 333-99855, effective October 17, 2002.
10.1b	Second Amendment to Credit Agreement dated as of December 16, 2002, relating to the Credit Agreement described at Exhibit 10.1, incorporated by reference from our Exhibit 10.1d to our 2002 Annual Report on Form 10-K, filed March 28, 2003.
10.1c	Third Amendment to Credit Agreement dated as of January 23, 2003, relating to the Credit Agreement described at Exhibit 10.1, incorporated by reference from our Exhibit 10.1d to our 2002 Annual Report on Form 10-K, filed March 28, 2003.
10.1d	Fourth Amendment to Credit Agreement dated as February 20, 2003, relating to the Credit Agreement described at Exhibit 10.1, incorporated by reference from our Exhibit 10.1d to our 2002 Annual Report on Form 10-K, filed March 28, 2003.
10.1e	Fifth Amendment to Credit Agreement dated as of August 7, 2003, relating to the Credit Agreement described at Exhibit 10.1, incorporated by reference from our Exhibit 10.1e to our 2003 Annual Report on Form 10-K, filed March 12, 2004.
10.1f	Sixth Amendment to Credit Agreement dated as of November 13, 2003, relating to the Credit Agreement described at Exhibit 10.1, incorporated by reference from our Exhibit 10.1f to our 2003 Annual Report on Form 10-K, filed March 12, 2004.
10.2	Subsidiary Guaranty dated as of March 26, 2002 from SDI Investment Company, Iron Dynamics, Inc. and certain future Additional Guarantors, in favor of the Secured Parties under the March 26, 2002 Credit Agreement, incorporated by reference from Exhibit 10.2a to our 2001 Annual Report on Form 10-K, filed March 28, 2002.
10.2a	Subsidiary Guaranty Supplement, dated as of April 7, 2002, from Ferrous Resources, LLC, in favor of the Secured Parties under the March 26, 2002 Credit Agreement incorporated by reference to Exhibit 10.2a to our 2002 Annual Report on Form 10-K.
10.2b	Subsidiary Guaranty Supplement, dated as of September 6, 2002, from Dynamic Bar Products, LLC, in favor of the Secured Parties under the March 26, 2002 Credit Agreement incorporated by reference to Exhibit 10.2b to our Annual Report on Form 10-K.
10.2c	Subsidiary Guaranty Supplement, dated as of January 23, 2003, from Steel Dynamics Sales North America, Inc., in favor of the Secured Parties under the March 26, 2002 Credit Agreement incorporated by reference to Exhibit 10.2c to our 2002 Annual Report on Form 10-K.
10.3	Purchase Agreement dated December 17, 2002 between Steel Dynamics, Inc. and Morgan Stanley & Co. Incorporated, et al as Initial Purchasers re Steel Dynamics, Inc.’s 4% Convertible Subordinated Notes due 2012.
10.4*	Placement Agreement dated November 14, 2003 between Steel Dynamics, Inc. and Morgan Stanley & Co., Incorporated, et al as Initial Purchasers relating to the issuance by us of $100 million of our 9 1/2% unsecured Senior Notes.
10.12	Loan Agreement between Indiana Development Finance Authority and Steel Dynamics, Inc. re Taxable Economic Development Revenue bonds, Trust Indenture between Indiana Development Finance Authority and NBD Bank, N.A., as Trustee re Loan Agreement between Indiana Development Finance Authority and Steel Dynamics, Inc., incorporated by reference from Exhibit 10.12 to Registrant’s Registration Statement on Form S-1, File No. 333-12521, effective November 21, 1996.
10.18	1994 Incentive Stock Option Plan, incorporated by reference from Exhibit 10.18 to Registrant’s Registration Statement on Form S-1, File No. 333-12521, effective November 21, 1996.

79

10.19†	Amended and Restated 1996 Incentive Stock Option Plan, incorporated by reference from Exhibit 10.19 to our 2001 Annual Report on Form 10-K, filed March 28, 2002.
10.23†	Revised Officer and Manager Cash and Stock Bonus Plan, incorporated by reference from Exhibit 10.23 to our June 30, 2000 Form 10-Q, filed August 11, 2000.
10.24†	2003 Executive Incentive Compensation Plan, approved by stockholders on May 29, 2003, incorporated by reference herein to Exhibit 10.24 of our 2003 Annual Report on Form 10-K, filed March 12, 2004.
10.40	Employee Stock Purchase Plan, incorporated by reference from Exhibit A to our Proxy Statement, filed April 5, 2004.
12.1	Computation of Ratio of Earnings to Fixed Charges, incorporated by reference from Exhibit 12.1 to our Registration Statement on Form S-4 filed May 7, 2004.
14.1	Code of Ethics for Principal Executive Officers and Senior Financial Officers, incorporated by reference from Exhibit 14.1 to our 2002 Annual Report on Form 10-K filed March 28, 2003.
21.1	List of our Subsidiaries, incorporated by reference from Exhibit 21.1 to our Registration Statement on Form S-4 filed May 7, 2004.
23.1	Consent of Ernst & Young LLP, incorporated by reference from Exhibit 23.1 to our Registration Statement on Form S-4 filed May 7, 2004.
24.1	Powers of attorney (see signature pages to original Form S-4, filed May 7, 2004).
25.1	Form T-1, Trustee’s Statement of Eligibility, incorporated by reference from Exhibit 25.1 to our Registration Statement on Form S-4 filed May 7, 2004.
99.1*	Letter of Transmittal
99.2*	Notice of Guaranteed Delivery

* Filed concurrently herewith

† Indicates a management contract or compensatory plan or arrangement.

Item 22. Undertakings

(a)      The undersigned registrant hereby undertakes:

(1)      To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)      To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)      To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)      To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) to not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2)      That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

80

(3)      To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)      For purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(d)      The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(e)      The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

81

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to our registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Wayne, State of Indiana, on May 14, 2004.

Steel Dynamics, Inc.
By:	/s/ Tracy L. Shellabarger Name: Tracy L. Shellabarger Title: Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, and to the powers of attorney previously granted, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ Keith E. Busse Keith E. Busse	President and Chief Executive Officer (principal executive officer)
/s/ Mark D. Millett Mark D. Millett	Vice President and Director
/s/ Richard P. Teets, Jr. Richard P. Teets, Jr.	Vice President and Director
/s/ Tracy L. Shellabarger Tracy L. Shellabarger	Vice President, Chief Financial Officer (principal financial and accounting officer)
/s/ Tracy L. Shellabarger* John C. Bates	Director
/s/ Tracy L. Shellabarger* Dr. Jürgen Kolb	Director
/s/ Tracy L. Shellabarger* Joseph D. Ruffolo	Director
/s/ Tracy L. Shellabarger* Naoki Hidaka	Director
/s/ Tracy L. Shellabarger* Richard J. Freeland	Director
/s/ Tracy L. Shellabarger* James E. Kelley	Director
/s/ Tracy L. Shellabarger* Paul B. Edgerley	Director

* As attorney-in-fact

82

Pursuant to the requirements of the Securities Act of 1933, and to the powers of attorney previously granted the following additional registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the places and on the dates indicated below.

Steel Dynamics Sales Company North America, Inc.

By: / s/ Tracy L. Shellabarger

	Name: Tracy L. Shellabarger
	Title: President
Date: May 14, 2004

Pursuant to the requirements of the Securities Act of 1933, and to the powers of attorney previously granted, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

By: /s/ Keith E. Busse

Keith E. Busse

Title: President and Chief Executive Officer

By: /s/ Tracy L. Shellabarger

Tracy L. Shellabarger

Secretrary and Chief Financial Officer and Principal Accounting Officer

By: /s/
Tracy L. Shellabarger*

Richard P. Teets, Jr.

Vice President and Assistant Secretrary

By: /s/ Tracy L. Shellabarger*

Mark D. Millett

Vice President

By: /s/ Tracy L. Shellabarger*

John W. Nolan

Vice President

*As attorney-in-fact

83

SDI Investment Company

By: /s/ Tracy L. Shellabarger

	Name: Tracy L. Shellabarger
	Title: President and Chief Executive Officer
Date: May 14, 2004

Pursuant to the requirements of the Securities Act of 1933, and to the powers of attorney previously granted, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ Tracy L. Shellabarger

Tracy L. Shellabarger

President and Chief Executive Officer

(principal executive officer)

/s/ Tracy L. Shellabarger*

Mary L. Fink
Vice President, Principal Accounting Officer And Director

Milly F. Smith

Director

*As attorney-in-fact

84

STLD Holdings, Inc.

By: /s/ Mark D. Millett

	Name: Mark D. Millett
	Title: President and Chief Executive Officer
Date: May 14, 2004

Pursuant to the requirements of the Securities Act of 1933, and to the powers of attorney previously granted, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ Tracy L. Shellabarger*

Mark D. Millett

President and Chief Executive Officer
(principal executive officer) and Sole Director

/s/ Tracy L. Shellabarger

Tracy L. Shellabarger
Vice President and Principal Financial Officer

/s/ Theresa E. Wagler

Theresa E. Wagler
Principal Accounting Officer

*As attorney-in-fact

85

FERROUS RESOURCES, LLC
By:	STLD Holdings, Inc. (Its sole member)

By: /s/ Mark D. Millett

	Name: Mark D. Millett
	Title: President and Chief Executive Officer
Date: May 14, 2004

Pursuant to the requirements of the Securities Act of 1933, and to the powers of attorney previously granted, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ Mark D. Millett

Mark D. Millett
President and Chief Executive Officer
(principal executive officer) and Sole Director

/s/ Tracy L. Shellabarger

Tracy L. Shellabarger

Vice President and Principal Financial Officer

/s/ Theresa E. Wagler

Theresa E. Wagler
Principal Accounting Officer

86

DYNAMIC BAR PRODUCTS, LLC

By: Steel Dynamics, Inc. (Its Sole Member)

By: /s/ Richard P. Teets, Jr.

	Name: Richard P. Teets, Jr.
	Title: Vice President
Date: May 14, 2004

Pursuant to the requirements of the Securities Act of 1933, and to the powers of attorney previously granted, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ Keith E. Busse Keith E. Busse	President and Chief Executive Officer (principal executive officer)
/s/ Mark D. Millett Mark D. Millett	Vice President and Director
/s/ Richard P. Teets, Jr. Richard P. Teets, Jr.	Vice President and Director
/s/ Tracy L. Shellabarger Tracy L. Shellabarger	Vice President, Chief Financial Officer (principal financial and accounting officer)
/s/ Tracy L. Shellabarger* John C. Bates	Director
/s/ Tracy L. Shellabarger* Dr. Jürgen Kolb	Director
/s/ Tracy L. Shellabarger* Joseph D. Ruffolo	Director
/s/ Tracy L. Shellabarger* Naoki Hidaka	Director
/s/ Tracy L. Shellabarger* Richard J. Freeland	Director
/s/ Tracy L. Shellabarger* James E. Kelley	Director
/s/ Tracy L. Shellabarger* Paul B. Edgerley	Director
*As attorney-in-fact

87

EX-4.3

                                                                     Exhibit 4.3


                                                                  EXECUTION COPY


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



                         REGISTRATION RIGHTS AGREEMENT



                            Dated November 14, 2003





                                     among





                             STEEL DYNAMICS, INC.,

                            SDI INVESTMENT COMPANY,
                           DYNAMIC BAR PRODUCTS LLC,
                              STLD HOLDINGS, INC.,
                           FERROUS RESOURCES LLC, and
                    STEEL DYNAMICS SALES NORTH AMERICA, INC.


                                      and



                       MORGAN STANLEY & CO. INCORPORATED,

                             GOLDMAN, SACHS & CO.,

                                      and

                          J.P. MORGAN SECURITIES INC.



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



                         REGISTRATION RIGHTS AGREEMENT


                  THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made
and entered into November 14, 2003, between STEEL DYNAMICS, INC., an Indiana
corporation (the "Company"), the subsidiaries of the Company listed on Schedule
I hereto (the "Guarantors") and MORGAN STANLEY & CO. INCORPORATED, GOLDMAN,
SACHS & CO., and J.P. MORGAN SECURITIES INC. (the "Placement Agents").

                  This Agreement is made pursuant to the Placement Agreement
dated November 14, 2003, between the Company and the Placement Agents (the
"Placement Agreement"), which provides for the sale by the Company to the
Placement Agents of an aggregate of $100,000,000 principal amount of the
Company's 9 1/2% Senior Notes Due 2009 (the "Securities"). The Securities will
be fully and unconditionally guaranteed on a senior unsecured basis by the
Guarantors. In order to induce the Placement Agents to enter into the Placement
Agreement, the Company and the Guarantors agreed to provide to the Placement
Agents and their direct and indirect transferees the registration rights set
forth in this Agreement. The execution of this Agreement is a condition to the
closing under the Placement Agreement.

                  In consideration of the foregoing, the parties hereto agree as
follows:

                  1.       Definitions.

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

                  "1933 Act" shall mean the Securities Act of 1933, as amended
         from time to time.

                  "1934 Act" shall mean the Securities Exchange Act of 1934, as
         amended from time to time.

                  "Closing Date" shall mean the Closing Date as defined in the
         Placement Agreement.

                  "Company" shall have the meaning set forth in the preamble and
         shall also include the Company's successors.

                  "Exchange Offer" shall mean the exchange offer by the Company
         of Exchange Securities for Registrable Securities pursuant to Section
         2(a) hereof.

                  "Exchange Offer Registration" shall mean a registration under
         the 1933 Act effected pursuant to Section 2(a) hereof.

                  "Exchange Offer Registration Statement" shall mean an exchange
         offer registration statement on Form S-4 (or, if applicable, on another
         appropriate form) and all amendments and supplements to such
         registration statement, in each case including the Prospectus contained
         therein, all exhibits thereto and all material incorporated by
         reference therein.




                  "Exchange Securities" shall mean securities issued by the
         Company and guaranteed by the Guarantors under the Indenture containing
         terms identical to the Securities (except that the Exchange Securities
         will not contain restrictions on transfer) and to be offered to Holders
         of Securities in exchange for Securities pursuant to the Exchange
         Offer.

                  "Gurantors" shall have the meaning set forth in the preamble
         and shall also include any Guarantor's successors.

                  "Holder" shall mean the Placement Agents, for so long as they
         own any Registrable Securities, and each of their successors, assigns
         and direct and indirect transferees who become registered owners of
         Registrable Securities under the Indenture; provided that for purposes
         of Sections 4 and 5 of this Agreement, the term "Holder" shall include
         Participating Broker-Dealers (as defined in Section 4(a)).

                  "Indenture" shall mean the Indenture relating to the
         Securities dated as of March 26, 2002, as amended, among the Company,
         the Guarantors and Fifth Third Bank, Indiana, as trustee, and as the
         same may be amended from time to time in accordance with the terms
         thereof.

                  "Majority Holders" shall mean the Holders of a majority of the
         aggregate principal amount of outstanding Registrable Securities;
         provided that whenever the consent or approval of Holders of a
         specified percentage of Registrable Securities is required hereunder,
         Registrable Securities held by the Company or any of its affiliates (as
         such term is defined in Rule 405 under the 1933 Act) (other than the
         Placement Agents or subsequent Holders of Registrable Securities if
         such subsequent holders are deemed to be such affiliates solely by
         reason of their holding of such Registrable Securities) shall not be
         counted in determining whether such consent or approval was given by
         the Holders of such required percentage or amount.

                  "Person" shall mean an individual, partnership, limited
         liability company, corporation, trust or unincorporated organization,
         or a government or agency or political subdivision thereof.

                  "Placement Agents" shall have the meaning set forth in the
         preamble.

                  "Placement Agreement" shall have the meaning set forth in the
         preamble.

                  "Prospectus" shall mean the prospectus included in a
         Registration Statement, including any preliminary prospectus, and any
         such prospectus as amended or supplemented by any prospectus
         supplement, including a prospectus supplement with respect to the terms
         of the offering of any portion of the Registrable Securities covered by
         a Shelf Registration Statement, and by all other amendments and
         supplements to such prospectus, and in each case including all material
         incorporated by reference therein.


                                       2


                  "Registrable Securities" shall mean the Securities and the
         guarantee thereof by the Guarantors; provided, however, that the
         Securities and the guarantee shall cease to be Registrable Securities
         (i) when a Registration Statement with respect to such Securities and
         the guarantee shall have been declared effective under the 1933 Act and
         such Securities and the guarantee shall have been disposed of pursuant
         to such Registration Statement, (ii) when such Securities and the
         guarantee have been sold to the public pursuant to Rule 144(k) (or any
         similar provision then in force, but not Rule 144A) under the 1933 Act
         or (iii) when such Securities and the guarantee shall have ceased to be
         outstanding.

                  "Registration Expenses" shall mean any and all expenses
         incident to performance of or compliance by the Company and the
         Guarantors with this Agreement, including without limitation: (i) all
         SEC, stock exchange or National Association of Securities Dealers, Inc.
         registration and filing fees, (ii) all fees and expenses incurred in
         connection with compliance with state securities or blue sky laws
         (including reasonable fees and disbursements of counsel for any
         underwriters or Holders in connection with blue sky qualification of
         any of the Exchange Securities or Registrable Securities), (iii) all
         expenses of any Persons in preparing or assisting in preparing, word
         processing, printing and distributing any Registration Statement, any
         Prospectus, any amendments or supplements thereto, any underwriting
         agreements, securities sales agreements and other documents relating to
         the performance of and compliance with this Agreement, (iv) all rating
         agency fees, (v) all fees and disbursements relating to the
         qualification of the Indenture under applicable securities laws, (vi)
         the fees and disbursements of the Trustee and its counsel, (vii) the
         fees and disbursements of counsel for the Company and the Guarantors
         and, in the case of a Shelf Registration Statement, the fees and
         disbursements of one counsel for the Holders (which counsel shall be
         selected by the Majority Holders and which counsel may also be counsel
         for the Placement Agent) and (viii) the fees and disbursements of the
         independent public accountants of the Company and the Guarantors,
         including the expenses of any special audits or "cold comfort" letters
         required by or incident to such performance and compliance, but
         excluding fees and expenses of counsel to the underwriters (other than
         fees and expenses set forth in clause (ii) above) or the Holders and
         underwriting discounts and commissions and transfer taxes, if any,
         relating to the sale or disposition of Registrable Securities by a
         Holder.

                  "Registration Statement" shall mean any registration statement
         of the Company and the Guarantors that covers any of the Exchange
         Securities or Registrable Securities pursuant to the provisions of this
         Agreement 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.

                  "SEC" shall mean the Securities and Exchange Commission.

                  "Shelf Registration" shall mean a registration effected
         pursuant to Section 2(b) hereof.


                                       3


                  "Shelf Registration Statement" shall mean a "shelf"
         registration statement of the Company and the Guarantors pursuant to
         the provisions of Section 2(b) of this Agreement which covers all of
         the Registrable Securities (but no other securities unless approved by
         the Holders whose Registrable Securities are covered by such Shelf
         Registration Statement) on an appropriate form under Rule 415 under the
         1933 Act, or any similar rule that may be adopted by the SEC, and all
         amendments and supplements to 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.

                  "Trustee" shall mean the trustee with respect to the
         Securities under the Indenture.

                  "Underwriter" shall have the meaning set forth in Section 3
         hereof.

                  "Underwritten Registration" or "Underwritten Offering" shall
         mean a registration in which Registrable Securities are sold to an
         Underwriter for reoffering to the public.

         2.       Registration Under the 1933 Act.

         (a)      To the extent not prohibited by any applicable law or
applicable interpretation of the Staff of the SEC, the Company and the
Guarantors shall use their best efforts to cause to be filed an Exchange Offer
Registration Statement covering the offer by the Company and the Guarantors to
the Holders to exchange all of the Registrable Securities for Exchange
Securities and to have such Registration Statement remain effective until the
closing of the Exchange Offer. The Company and the Guarantors shall commence the
Exchange Offer promptly after the Exchange Offer Registration Statement has been
declared effective by the SEC and use its best efforts to have the Exchange
Offer consummated not later than 60 days after such effective date. The Company
and the Guarantors shall commence the Exchange Offer by mailing the related
exchange offer Prospectus and accompanying documents to each Holder stating, in
addition to such other disclosures as are required by applicable law:

                  (i)      that the Exchange Offer is being made pursuant to
         this Registration Rights Agreement and that all Registrable Securities
         validly tendered will be accepted for exchange;

                  (ii)     the dates of acceptance for exchange (which shall be
         a period of at least 20 business days from the date such notice is
         mailed) (the "Exchange Dates");

                  (iii)    that any Registrable Security not tendered will
         remain outstanding and continue to accrue interest, but will not retain
         any rights under this Registration Rights Agreement;

                  (iv)     that Holders electing to have a Registrable Security
         exchanged pursuant to the Exchange Offer will be required to surrender
         such Registrable Security, together with the enclosed letters of
         transmittal, to the institution and at the address (located in the
         Borough of Manhattan, The City of New York) specified in the notice
         prior to the close of business on the last Exchange Date; and


                                       4


                  (v)      that Holders will be entitled to withdraw their
         election, not later than the close of business on the last Exchange
         Date, by sending to the institution and at the address (located in the
         Borough of Manhattan, The City of New York) specified in the notice a
         telegram, telex, facsimile transmission or letter setting forth the
         name of such Holder, the principal amount of Registrable Securities
         delivered for exchange and a statement that such Holder is withdrawing
         his election to have such Securities exchanged.

                  As soon as practicable after the last Exchange Date, the
         Company shall:

                  (i)      accept for exchange Registrable Securities or
         portions thereof tendered and not validly withdrawn pursuant to the
         Exchange Offer; and

                  (ii)     deliver, or cause to be delivered, to the Trustee for
         cancellation all Registrable Securities or portions thereof so accepted
         for exchange by the Company and issue, and cause the Trustee to
         promptly authenticate and mail to each Holder, an Exchange Security
         equal in principal amount to the principal amount of the Registrable
         Securities surrendered by such Holder.

The Company and the Guarantors shall use their best efforts to complete the
Exchange Offer as provided above and shall comply with the applicable
requirements of the 1933 Act, the 1934 Act and other applicable laws and
regulations in connection with the Exchange Offer. The Exchange Offer shall not
be subject to any conditions, other than that the Exchange Offer does not
violate applicable law or any applicable interpretation of the Staff of the SEC.
The Company shall inform the Placement Agents of the names and addresses of the
Holders to whom the Exchange Offer is made, and the Placement Agents shall have
the right, subject to applicable law, to contact such Holders and otherwise
facilitate the tender of Registrable Securities in the Exchange Offer.

         (b)      In the event that (i) the Company and the Guarantors determine
that the Exchange Offer Registration provided for in Section 2(a) above is not
available or may not be consummated as soon as practicable after the last
Exchange Date because it would violate applicable law or the applicable
interpretations of the Staff of the SEC, (ii) the Exchange Offer is not for any
other reason consummated by May 26, 2004 or (iii) the Exchange Offer has been
completed and in the opinion of counsel for the Placement Agents a Registration
Statement must be filed and a Prospectus must be delivered by the Placement
Agents in connection with any offering or sale of Registrable Securities, the
Company and the Guarantors shall use their best efforts to cause to be filed as
soon as practicable after such determination, date or notice of such opinion of
counsel is given to the Company, as the case may be, a Shelf Registration
Statement providing for the sale by the Holders of all of the Registrable
Securities and to have such Shelf Registration Statement declared effective by
the SEC. In the event the Company and the Guarantors are required to file a
Shelf Registration Statement solely as a result of the matters referred to in
clause (iii) of the preceding sentence, the Company and the Guarantors shall use
their best efforts to file and have declared effective by the SEC both an
Exchange Offer Registration Statement pursuant to Section 2(a) with respect to
all Registrable Securities and a Shelf Registration Statement (which may be a
combined Registration Statement with the Exchange Offer Registration Statement)
with respect to offers and sales of Registrable Securities held by the Placement
Agents after completion of the Exchange Offer. The Company and the Guarantors
agree to use their best efforts to keep the Shelf Registration Statement
continuously effective until the expiration of the period referred to in Rule
144(k) with respect to the Registrable Securities or such shorter period that
will terminate when all of the Registrable Securities covered by the Shelf
Registration Statement have been sold pursuant to the Shelf Registration
Statement. The Company and the Guarantors further agree to supplement or 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 or by the 1933 Act or by any other rules and
regulations thereunder for shelf registration or if reasonably requested by a
Holder with respect to information relating to such Holder, and to use its best
efforts to cause any such amendment to become effective and such Shelf
Registration Statement to become usable as soon as thereafter practicable. The
Company and the Guarantors agree to furnish to the Holders of Registrable
Securities copies of any such supplement or amendment promptly after its being
used or filed with the SEC.


                                       5


         (c)      The Company and the Guarantors shall pay all Registration
Expenses in connection with the registration pursuant to Section 2(a) or Section
2(b). Each Holder shall pay all underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of such Holder's
Registrable Securities pursuant to the Shelf Registration Statement.

         (d)      An Exchange Offer Registration Statement pursuant to Section
2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof
will not be deemed to have become effective unless it has been declared
effective by the SEC; provided, however, that, if, after it has been declared
effective, the offering of Registrable Securities pursuant to a Shelf
Registration Statement is interfered with by any stop order, injunction or other
order or requirement of the SEC or any other governmental agency or court, such
Registration Statement will be deemed not to have become effective during the
period of such interference until the offering of Registrable Securities
pursuant to such Registration Statement may legally resume. As provided for in
the Indenture, in the event the Exchange Offer is not consummated and the Shelf
Registration Statement is not declared effective on or prior to May 26, 2004,
the interest rate on the Securities will be increased by .5% per annum until the
Exchange Offer is consummated or the Shelf Registration Statement is declared
effective by the SEC.

         (e)      Without limiting the remedies available to the Placement
Agents and the Holders, the Company and the Guarantors acknowledge that any
failure by the Company or the Guarantors to comply with their obligations under
Section 2(a) and Section 2(b) hereof may result in material irreparable injury
to the Placement Agents or the Holders for which there is no adequate remedy at
law, that it will not be possible to measure damages for such injuries precisely
and that, in the event of any such failure, the Placement Agents or any Holder
may obtain such relief as may be required to specifically enforce the Company's
or the Guarantors' obligations under Section 2(a) and Section 2(b) hereof.

         3.       Registration Procedures.

         In connection with the obligations of the Company and the Guarantors
with respect to the Registration Statements pursuant to Section 2(a) and Section
2(b) hereof, the Company and the Guarantors shall as expeditiously as possible:


                                       6


         (a)      prepare and file with the SEC a Registration Statement on the
appropriate form under the 1933 Act, which form (x) shall be selected by the
Company and the Guarantors and (y) shall, in the case of a Shelf Registration,
be available for the sale of the Registrable Securities by the selling Holders
thereof and (z) shall comply as to form in all material respects with the
requirements of the applicable form and include all financial statements
required by the SEC to be filed therewith, and use their best efforts to cause
such Registration Statement to become effective and remain effective in
accordance with Section 2 hereof;

         (b)      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 effective for the applicable period and cause
each Prospectus to be supplemented by any required prospectus supplement and, as
so supplemented, to be filed pursuant to Rule 424 under the 1933 Act; to keep
each Prospectus current during the period described under Section 4(3) and Rule
174 under the 1933 Act that is applicable to transactions by brokers or dealers
with respect to the Registrable Securities or Exchange Securities;

         (c)      in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities, to counsel for the Placement Agents, to counsel for the
Holders and to each Underwriter of an Underwritten Offering of Registrable
Securities, if any, without charge, as many copies of each Prospectus, including
each preliminary Prospectus, and any amendment or supplement thereto and such
other documents as such Holder or Underwriter may reasonably request, in order
to facilitate the public sale or other disposition of the Registrable
Securities; and the Company and the Guarantors consent to the use of such
Prospectus and any amendment or supplement thereto in accordance with applicable
law by each of the selling Holders of Registrable Securities and any such
Underwriters in connection with the offering and sale of the Registrable
Securities covered by and in the manner described in such Prospectus or any
amendment or supplement thereto in accordance with applicable law;

         (d)      use its best efforts to register or qualify the Registrable
Securities under all applicable state securities or "blue sky" laws of such
jurisdictions as any Holder of Registrable Securities covered by a Registration
Statement shall reasonably request in writing by the time the applicable
Registration Statement is declared effective by the SEC, to cooperate with such
Holders in connection with any filings required to be made with the National
Association of Securities Dealers, Inc. and do any and all other acts and things
which may be reasonably necessary or advisable to enable such Holder to
consummate the disposition in each such jurisdiction of such Registrable
Securities owned by such Holder; provided, however, that neither the Company nor
any Guarantor shall 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 Section 3(d), (ii) file any general consent to
service of process or (iii) subject itself to taxation in any such jurisdiction
if it is not so subject;


                                       7


         (e)      in the case of a Shelf Registration, notify each Holder of
Registrable Securities, counsel for the Holders and counsel for the Placement
Agents promptly and, if requested by any such Holder or counsel, confirm such
advice in writing (i) when a Registration Statement has become effective and
when any post-effective amendment thereto has been filed and becomes effective,
(ii) of any request by the SEC or any state securities authority for amendments
and supplements to a Registration Statement and Prospectus or for additional
information after the Registration Statement has become effective, (iii) of the
issuance by the SEC or any state securities authority of any stop order
suspending the effectiveness of a Registration Statement or the initiation of
any proceedings for that purpose, (iv) if, between the effective date of a
Registration Statement and the closing of any sale of Registrable Securities
covered thereby, the representations and warranties of the Company or any
Guarantor contained in any underwriting agreement, securities sales agreement or
other similar agreement, if any, relating to the offering cease to be true and
correct in all material respects or if the Company or any Guarantor receives any
notification with respect to the suspension of the qualification of the
Registrable Securities for sale in any jurisdiction or the initiation of any
proceeding for such purpose, (v) of the happening of any event during the period
a Shelf Registration Statement is effective which makes any statement made in
such Registration Statement or the related Prospectus untrue in any material
respect or which requires the making of any changes in such Registration
Statement or Prospectus in order to make the statements therein not misleading
and (vi) of any determination by the Company or any Guarantor that a
post-effective amendment to a Registration Statement would be appropriate;

         (f)      make every reasonable effort to obtain the withdrawal of any
order suspending the effectiveness of a Registration Statement at the earliest
possible moment and provide immediate notice to each Holder of the withdrawal of
any such order;

         (g)      in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities, without charge, at least one conformed copy of each
Registration Statement and any post-effective amendment thereto (without
documents incorporated therein by reference or exhibits thereto, unless
requested);

         (h)      in the case of a Shelf Registration, cooperate with the
selling Holders of Registrable Securities to facilitate the timely preparation
and delivery of certificates representing Registrable Securities to be sold and
not bearing any restrictive legends and enable such Registrable Securities to be
in such denominations (consistent with the provisions of the Indenture) and
registered in such names as the selling Holders may reasonably request at least
one business day prior to the closing of any sale of Registrable Securities;

         (i)      in the case of a Shelf Registration, upon the occurrence of
any event contemplated by Section 3(e)(v) hereof, use its best efforts to
prepare and file with the SEC a supplement or post-effective amendment to a
Registration Statement or the related Prospectus or any document incorporated
therein by reference or file any other required document so that, as thereafter
delivered to the purchasers of the Registrable Securities, such Prospectus will
not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading. The Company and the Guarantors agree
to notify the Holders to suspend use of the Prospectus as promptly as
practicable after the occurrence of such an event, and the Holders hereby agree
to suspend use of the Prospectus until the Company and the Guarantors have
amended or supplemented the Prospectus to correct such misstatement or omission;


                                       8


         (j)      a reasonable time prior to the filing of any Registration
Statement, any Prospectus, any amendment to a Registration Statement or
amendment or supplement to a Prospectus or any document which is to be
incorporated by reference into a Registration Statement or a Prospectus after
initial filing of a Registration Statement, provide copies of such document to
the Placement Agents and their counsel (and, in the case of a Shelf Registration
Statement, the Holders and their counsel) and make such of the representatives
of the Company and the Guarantors as shall be reasonably requested by the
Placement Agents or their counsel (and, in the case of a Shelf Registration
Statement, the Holders or their counsel) available for discussion of such
document, and shall not at any time file or make any amendment to the
Registration Statement, any Prospectus or any amendment of or supplement to a
Registration Statement or a Prospectus or any document which is to be
incorporated by reference into a Registration Statement or a Prospectus, of
which the Placement Agents and their counsel (and, in the case of a Shelf
Registration Statement, the Holders and their counsel) shall not have previously
been advised and furnished a copy or to which the Placement Agents or their
counsel (and, in the case of a Shelf Registration Statement, the Holders or
their counsel) shall object;

         (k)      obtain a CUSIP number for all Exchange Securities or
Registrable Securities, as the case may be, not later than the effective date of
a Registration Statement;

         (l)      cause the Indenture to be qualified under the Trust Indenture
Act of 1939, as amended (the "TIA"), in connection with the registration of the
Exchange Securities or Registrable Securities, as the case may be, cooperate
with the Trustee and the Holders to effect such changes to the Indenture as may
be required for the Indenture to be so qualified in accordance with the terms of
the TIA and execute, and use its best efforts to cause the 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 SEC to enable the Indenture to be so
qualified in a timely manner;

         (m)      in the case of a Shelf Registration, make available for
inspection by a representative of the Holders of the Registrable Securities, any
Underwriter participating in any disposition pursuant to such Shelf Registration
Statement, and attorneys and accountants designated by the Holders, at
reasonable times and in a reasonable manner, all financial and other records,
pertinent documents and properties of the Company and the Guarantors, and cause
the respective officers, directors and employees of the Company and the
Guarantors to supply all information reasonably requested by any such
representative, Underwriter, attorney or accountant in connection with a Shelf
Registration Statement;


                                       9


         (n)      in the case of a Shelf Registration, use its best efforts to
cause all Registrable Securities to be listed on any securities exchange or any
automated quotation system on which similar securities issued by the Company or
any Guarantor are then listed if requested by the Majority Holders, to the
extent such Registrable Securities satisfy applicable listing requirements;

         (o)      use its best efforts to cause the Exchange Securities to
continue to be rated by two nationally recognized statistical rating
organizations (as such term is defined in Rule 436(g)(2) under the 1933 Act), if
the Registrable Securities have been rated;

         (p)      if reasonably requested by any Holder of Registrable
Securities covered by a Registration Statement, (i) promptly incorporate in a
Prospectus supplement or post-effective amendment such information with respect
to such Holder as such Holder reasonably requests to be included therein and
(ii) make all required filings of such Prospectus supplement or such
post-effective amendment as soon as the Company has received notification of the
matters to be incorporated in such filing; and

         (q)      in the case of a Shelf Registration, enter into such customary
agreements and take all such other actions in connection therewith (including
those requested by the Holders of a majority of the Registrable Securities being
sold) in order to expedite or facilitate the disposition of such Registrable
Securities including, but not limited to, an Underwritten Offering and in such
connection, (i) to the extent possible, make such representations and warranties
to the Holders and any Underwriters of such Registrable Securities with respect
to the business of the Company and its subsidiaries, the Registration Statement,
Prospectus and documents incorporated by reference or deemed incorporated by
reference, if any, in each case, in form, substance and scope as are customarily
made by issuers to underwriters in underwritten offerings and confirm the same
if and when requested, (ii) obtain opinions of counsel to the Company and the
Guarantors (which counsel and opinions, in form, scope and substance, shall be
reasonably satisfactory to the Holders and such Underwriters and their
respective counsel) addressed to each selling Holder and Underwriter of
Registrable Securities, covering the matters customarily covered in opinions
requested in underwritten offerings, (iii) obtain "cold comfort" letters from
the independent certified public accountants of the Company and the Guarantors
(and, if necessary, any other certified public accountant of any subsidiary of
the Company or any Guarantor, or of any business acquired by the Company or any
Guarantor for which financial statements and financial data are or are required
to be included in the Registration Statement) addressed to each selling Holder
and Underwriter of Registrable Securities, 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) deliver such documents and
certificates as may be reasonably requested by the Holders of a majority in
principal amount of the Registrable Securities being sold or the Underwriters,
and which are customarily delivered in underwritten offerings, to evidence the
continued validity of the representations and warranties of the Company and the
Guarantors made pursuant to clause (i) above and to evidence compliance with any
customary conditions contained in an underwriting agreement.

         In the case of a Shelf Registration Statement, the Company and the
Guarantors may require each Holder of Registrable Securities to furnish to the
Company and the Guarantors such information regarding the Holder and the
proposed distribution by such Holder of such Registrable Securities as the
Company and the Guarantors may from time to time reasonably request in writing.


                                       10


         In the case of a Shelf Registration Statement, each Holder agrees that,
upon receipt of any notice from the Company and the Guarantors of the happening
of any event of the kind described in Section 3(e)(v) hereof, such Holder will
forthwith discontinue disposition of Registrable Securities pursuant to a
Registration Statement until such Holder's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 3(i) hereof, and, if
so directed by the Company and the Guarantors, such Holder will deliver to the
Company and the Guarantors (at its expense) all copies in its possession, other
than permanent file copies then in such Holder's possession, of the Prospectus
covering such Registrable Securities current at the time of receipt of such
notice. If the Company and the Guarantors shall give any such notice to suspend
the disposition of Registrable Securities pursuant to a Registration Statement,
the Company and the Guarantors shall extend the period during which the
Registration Statement shall be maintained effective pursuant to this Agreement
by the number of days during the period from and including the date of the
giving of such notice to and including the date when the Holders shall have
received copies of the supplemented or amended Prospectus necessary to resume
such dispositions. The Company and the Guarantors may give any such notice only
twice during any 365 day period and any such suspensions may not exceed 30 days
for each suspension and there may not be more than two suspensions in effect
during any 365 day period.

         The Holders of Registrable Securities covered by a Shelf Registration
Statement who desire to do so may sell such Registrable Securities in an
Underwritten Offering. In any such Underwritten Offering, the investment banker
or investment bankers and manager or managers (the "Underwriters") that will
administer the offering will be selected by the Majority Holders of the
Registrable Securities included in such offering.

         4.       Participation of Broker-Dealers in Exchange Offer.

         (a)      The Staff of the SEC has taken the position that any
broker-dealer that receives Exchange Securities for its own account in the
Exchange Offer in exchange for Securities that were acquired by such
broker-dealer as a result of market-making or other trading activities (a
"Participating Broker-Dealer"), may be deemed to be an "underwriter" within the
meaning of the 1933 Act and must deliver a prospectus meeting the requirements
of the 1933 Act in connection with any resale of such Exchange Securities.

         The Company and the Guarantors understand that it is the Staff's
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 Securities, without naming the Participating Broker-Dealers or
specifying the amount of Exchange Securities owned by them, such Prospectus may
be delivered by Participating Broker-Dealers to satisfy their prospectus
delivery obligation under the 1933 Act in connection with resales of Exchange
Securities for their own accounts, so long as the Prospectus otherwise meets the
requirements of the 1933 Act.


                                       11


         (b)      In light of the above, notwithstanding the other provisions of
this Agreement, the Company and the Guarantors agree that the provisions of this
Agreement as they relate to a Shelf Registration shall also apply to an Exchange
Offer Registration to the extent, and with such reasonable modifications thereto
as may be, reasonably requested by the Placement Agents or by one or more
Participating Broker-Dealers, in each case as provided in clause (ii) below, in
order to expedite or facilitate the disposition of any Exchange Securities by
Participating Broker-Dealers consistent with the positions of the Staff recited
in Section 4(a) above; provided that:

                  (i)      the Company and the Guarantors shall not be required
         to amend or supplement the Prospectus contained in the Exchange Offer
         Registration Statement, as would otherwise be contemplated by Section
         3(i), for a period exceeding 180 days after the last Exchange Date (as
         such period may be extended pursuant to the penultimate paragraph of
         Section 3 of this Agreement) and Participating Broker-Dealers shall not
         be authorized by the Company and the Guarantors to deliver and shall
         not deliver such Prospectus after such period in connection with the
         resales contemplated by this Section 4; and

                  (ii)     the application of the Shelf Registration procedures
         set forth in Section 3 of this Agreement to an Exchange Offer
         Registration, to the extent not required by the positions of the Staff
         of the SEC or the 1933 Act and the rules and regulations thereunder,
         will be in conformity with the reasonable request to the Company and
         the Guarantors by the Placement Agents or with the reasonable request
         in writing to the Company and the Guarantors by one or more
         broker-dealers who certify to the Placement Agents and the Company and
         the Guarantors in writing that they anticipate that they will be
         Participating Broker-Dealers; and provided further that, in connection
         with such application of the Shelf Registration procedures set forth in
         Section 3 to an Exchange Offer Registration, the Company and the
         Guarantors shall be obligated (x) to deal only with one entity
         representing the Participating Broker-Dealers, which shall be Morgan
         Stanley & Co. Incorporated unless it elects not to act as such
         representative, (y) to pay the fees and expenses of only one counsel
         representing the Participating Broker-Dealers, which shall be counsel
         to the Placement Agents unless such counsel elects not to so act and
         (z) to cause to be delivered only one, if any, "cold comfort" letter
         with respect to the Prospectus in the form existing on the last
         Exchange Date and with respect to each subsequent amendment or
         supplement, if any, effected during the period specified in clause (i)
         above.

         (c)      The Placement Agents shall have no liability to the Company,
any Guarantor or any Holder with respect to any request that it may make
pursuant to Section 4(b) above.


                                       12


         5.       Indemnification and Contribution.

         (a)      Each of the Company and the Guarantors agrees, jointly and
severally, to indemnify and hold harmless the Placement Agents, each Holder and
each Person, if any, who controls any Placement Agent or any Holder within the
meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, or
is under common control with, or is controlled by, any Placement Agent or any
Holder, from and against all losses, claims, damages and liabilities (including,
without limitation, any legal or other expenses reasonably incurred by the
Placement Agent, any Holder or any such controlling or affiliated Person 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 thereto) pursuant to which Exchange
Securities or Registrable Securities were registered under the 1933 Act,
including all documents incorporated therein by reference, or 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, or
caused by any untrue statement or alleged untrue statement of a material fact
contained in any Prospectus (as amended or supplemented if the Company and the
Guarantors shall have furnished any amendments or supplements thereto), or
caused by any omission or alleged omission to state therein a material fact
necessary to make the statements therein in light of the circumstances under
which they were made 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 the
Placement Agents or any Holder furnished to the Company or the Guarantors in
writing by Morgan Stanley & Co. Incorporated or any selling Holder expressly for
use therein. In connection with any Underwritten Offering permitted by Section
3, the Company and the Guarantors will also indemnify the Underwriters, if any,
selling brokers, dealers and similar securities industry professionals
participating in the distribution, their officers and directors and each Person
who controls such Persons (within the meaning of the 1933 Act and the 1934 Act)
to the same extent as provided above with respect to the indemnification of the
Holders, if requested in connection with any Registration Statement.

         (b)      Each Holder agrees, severally and not jointly, to indemnify
and hold harmless the Company, the Guarantors, the Placement Agents and the
other selling Holders, and each of their respective directors, officers who sign
the Registration Statement and each Person, if any, who controls the Company,
the Guarantors, any Placement Agent and any other selling Holder within the
meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to
the same extent as the foregoing indemnity from the Company and the Guarantors
to the Placement Agents and the Holders, but only with reference to information
relating to such Holder furnished to the Company and the Guarantors in writing
by such Holder expressly for use in any Registration Statement (or any amendment
thereto) or any Prospectus (or any amendment or supplement thereto).


                                       13


         (c)      In case any proceeding (including any governmental
investigation) shall be instituted involving any Person in respect of which
indemnity may be sought pursuant to either paragraph (a) or paragraph (b) above,
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 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 connection with any proceeding or related proceedings in the same
jurisdiction, be liable for (a) the fees and expenses of more than one separate
firm (in addition to any local counsel) for the Placement Agents and all
Persons, if any, who control any Placement Agent within the meaning of either
Section 15 of the 1933 Act or Section 20 of the 1934 Act, (b) the fees and
expenses of more than one separate firm (in addition to any local counsel) for
the Company and the Guarantors, their directors, their officers who sign the
Registration Statement and each Person, if any, who controls the Company or the
Guarantors within the meaning of either such Section and (c) the fees and
expenses of more than one separate firm (in addition to any local counsel) for
all Holders and all Persons, if any, who control any Holders within the meaning
of either such Section, and that all such fees and expenses shall be reimbursed
as they are incurred. In such case involving the Placement Agents and Persons
who control the Placement Agents, such firm shall be designated in writing by
Morgan Stanley & Co. Incorporated. In such case involving the Holders and such
Persons who control Holders, such firm shall be designated in writing by the
Majority Holders. In all other cases, such firm shall be designated by the
Company. The indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent but, if settled 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 for such fees and expenses of counsel 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 such
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)      If the indemnification provided for in paragraph (a) or
paragraph (b) of this Section 5 is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities, 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 in such proportion as is appropriate to reflect 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 fault of the
Company, the Guarantors and the Holders 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 Company or the Guarantors or by the Holders 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 Section 5(d) are several in
proportion to the respective principal amount of Registrable Securities of such
Holder that were registered pursuant to a Registration Statement.


                                       14


         (e)      The Company, the Guarantors and each Holder agree that it
would not be just or equitable if contribution pursuant to this Section 5 were
determined by pro rata allocation or by any other method of allocation that does
not take account of the equitable considerations referred to in paragraph (d)
above. The amount paid or payable by an indemnified party as a result of the
losses, claims, damages and liabilities referred to in paragraph (d) above 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 such action or claim. Notwithstanding the
provisions of this Section 5, no Holder shall be required to indemnify or
contribute any amount in excess of the amount by which the total price at which
Registrable Securities were sold by such Holder exceeds the amount of any
damages that such Holder 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 1933 Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation. The remedies provided for in this
Section 5 are not exclusive and shall not limit any rights or remedies which may
otherwise be available to any indemnified party at law or in equity.

         The indemnity and contribution provisions contained in this Section 5
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
the Placement Agents, any Holder or any Person controlling any Placement Agent
or any Holder, or by or on behalf of the Company, the Guarantors, their officers
or directors or any Person controlling the Company or the Guarantors, (iii)
acceptance of any of the Exchange Securities and (iv) any sale of Registrable
Securities pursuant to a Shelf Registration Statement.

         6.       Miscellaneous.

         (a)      No Inconsistent Agreements. Neither the Company nor the
Guarantors have entered into, and on or after the date of this Agreement will
not enter into, any agreement which is inconsistent with the rights granted to
the Holders of Registrable Securities in this Agreement or otherwise conflicts
with the provisions hereof. The rights granted to the Holders hereunder do not
in any way conflict with and are not inconsistent with the rights granted to the
holders of the Company's or the Guarantors'other issued and outstanding
securities under any such 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 and the Guarantors have obtained the written
consent of Holders of at least a majority in aggregate principal amount of the
outstanding Registrable Securities affected by such amendment, modification,
supplement, waiver or consent; provided, however, that no amendment,
modification, supplement, waiver or consent to any departure from the provisions
of Section 5 hereof shall be effective as against any Holder of Registrable
Securities unless consented to in writing by such Holder.


                                       15


         (c)      Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (i) if to a Holder, at the most current address given by such Holder to
the Company by means of a notice given in accordance with the provisions of this
Section 6(c), which address initially is, with respect to the Placement Agents,
the address set forth in the Placement Agreement; and (ii) if to the Company or
the Guarantors, initially at the Company's address set forth in the Placement
Agreement and thereafter at such other address, notice of which is given in
accordance with the provisions of this Section 6(c).

         All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt is acknowledged, 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 specified in the Indenture.

         (d)      Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors, assigns and transferees of each
of the parties, including, without limitation and without the need for an
express assignment, subsequent Holders; 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 Placement Agreement. 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. The
Placement Agents (in their capacity as Placement Agents) shall have no liability
or obligation to the Company or the Guarantors with respect to any failure by a
Holder to comply with, or any breach by any Holder of, any of the obligations of
such Holder under this Agreement.

         (e)      Purchases and Sales of Securities. The Company and the
Guarantors shall not, and shall use their best efforts to cause their affiliates
(as defined in Rule 405 under the 1933 Act) not to, purchase and then resell or
otherwise transfer any Securities.

         (f)      Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company and the
Guarantors, on the one hand, and the Placement Agents, on the other hand, and
shall have the right to enforce such agreements directly to the extent it deems
such enforcement necessary or advisable to protect its rights or the rights of
Holders hereunder.


                                       16


         (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 the laws of
the State of New York.

         (j)      Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.


                                       17


         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:


                                             SDI INVESTMENT COMPANY

                                             By: /s/ Tracy L. Shellabarger
                                                 -------------------------------
                                                 Name:  Tracy L. Shellabarger
                                                 Title:


                                             DYNAMIC BAR PRODUCTS LLC

                                             By: /s/ Tracy L. Shellabarger
                                                 -------------------------------
                                                 Name:  Tracy L. Shellabarger
                                                 Title:


                                             STLD HOLDINGS, INC.

                                             By: /s/ Tracy L. Shellabarger
                                                 -------------------------------
                                                 Name:  Tracy L. Shellabarger
                                                 Title:


                                             FERROUS RESOURCES LLC

                                             By: /s/ Tracy L. Shellabarger
                                                 -------------------------------
                                                 Name:  Tracy L. Shellabarger
                                                 Title:


                                             STEEL DYNAMICS SALES NORTH
                                             AMERICA, INC.

                                             By: /s/ Tracy L. Shellabarger
                                                 -------------------------------
                                                 Name:  Tracy L. Shellabarger
                                                 Title:

Confirmed and accepted as of the date first above written:

MORGAN STANLEY & CO. INCORPORATED
GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC.

BY: MORGAN STANLEY & CO. INCORPORATED


By: /s/
    -------------------------------
    Name:
    Title:



                                   SCHEDULE I

                                   Guarantors


SDI Investment Company
Dynamic Bar Products LLC
STLD Holdings, Inc.
Ferrous Resources LLC
Steel Dynamics Sales North America, Inc.

EX-10.4

                                                                    Exhibit 10.4


                                                                  EXECUTION COPY












                                  $100,000,000

                              Steel Dynamics, Inc.

                          9 1/2% Senior Notes Due 2009

                              PLACEMENT AGREEMENT

























November 14, 2003



                                                               November 14, 2003

Morgan Stanley & Co. Incorporated
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
     c/o Morgan Stanley & Co. Incorporated
     1585 Broadway
     New York, New York 10036


Dear Sirs and Mesdames:

                  Steel Dynamics, Inc., an Indiana corporation (the "Company"),
proposes to issue and sell to the several purchasers named in Schedule I hereto
(the "Placement Agents") $100,000,000 principal amount of its 9 1/2% Senior
Notes Due 2009 (the "Securities") to be issued pursuant to the provisions of an
Indenture, dated as of March 26, 2002 (the "Original Indenture"), between the
Company, the Initial Subsidiary Guarantor (as defined therein) and Fifth Third
Bank, as Trustee (the "Trustee"), as amended and supplemented by the First
Supplemental Indenture, dated as of September 6, 2002 (the "First Supplemental
Indenture"), the Second Supplemental Indenture, dated as of September 30, 2002
(the "Second Supplemental Indenture") and the Third Supplemental Indenture,
dated as of December 31, 2002 (the "Third Supplemental Indenture") and as
further supplemented by a fourth supplemental indenture to be dated as of
November 26, 2003 (the "Fourth Supplemental Indenture" and the Original
Indenture, as so amended and supplemented, is herein referred to as the
"Indenture"). The obligations of the Company under the Securities and the
Indenture will be unconditionally guaranteed on a senior unsecured basis by the
subsidiaries of the Company listed on Schedule II hereto (the "Guarantors")
pursuant to the terms of the Indenture (each a, "Guarantee" and, collectively,
the "Guarantees").

                  The Securities will be offered without being registered under
the Securities Act of 1933, as amended (the "Securities Act"), to qualified
institutional buyers in compliance with the exemption from registration provided
by Rule 144A under the Securities Act and in offshore transactions in reliance
on Regulation S under the Securities Act ("Regulation S").

                  The Placement Agents and their direct and indirect transferees
will be entitled to the benefits of a Registration Rights Agreement dated the
date hereof between the Company, the Guarantors and the Placement Agents (the
"Registration Rights Agreement").

                  In connection with the sale of the Securities, the Company
will prepare a final offering memorandum (the "Final Memorandum" or
"Memorandum") including or incorporating by reference a description of the terms
of the Securities and the Guarantee, the terms of the offering and a description
of the Company and the Guarantors. As used herein, the term "Memorandum" shall
include in each case the documents incorporated by reference therein. The terms
"supplement", "amendment" and "amend" as used herein with respect to the
Memorandum shall include all documents deemed to be incorporated by reference in
the Final Memorandum that are filed subsequent to the date of the Memorandum
with the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act").


                                       1


                  Prior to the execution of this Agreement, the Company entered
into that certain Sixth Amendment to the Credit Agreement dated as of November
13, 2003 (the "Sixth Amendment") which amends the Credit Agreement dated as of
November 14, 2003, as amended, among the Company, the Lenders defined therein,
JPMorgan Chase Bank, as administrative agent for the Lenders thereunder, General
Electric Capital Corporation, as documentation agent and Morgan Stanley Senior
Funding, Inc., as arranger and syndication agent, (the "Credit Agreement") in
order to allow the Company to incur the indebtedness evidenced by the
Securities.

         1.       Representations and Warranties. The Company and the
Guarantors, jointly and severally, represent and warrant to, and agree with, you
that:

                  (a)      (i)      Each document, if any, filed or to be filed
         pursuant to the Exchange Act and incorporated by reference in the
         Memorandum complied or will comply when so filed in all material
         respects with the Exchange Act and the applicable rules and regulations
         of the Commission thereunder and (ii) the Memorandum, in the form used
         by the Placement Agents to confirm sales and on the Closing Date (as
         defined in Section 4), will not contain any untrue statement of a
         material fact or omit to state a material fact necessary to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading, except that the representations and
         warranties set forth in this paragraph do not apply to statements or
         omissions in the Memorandum based upon information relating to any
         Placement Agent furnished to the Company in writing by such Placement
         Agent through you expressly for use therein.

                  (b)      The Company has been duly incorporated, is validly
         existing as a corporation in good standing under the laws of the
         jurisdiction of its incorporation, has the corporate power and
         authority to own its property and to conduct its business as described
         in the Memorandum and is duly qualified to transact business and is in
         good standing in each jurisdiction in which the conduct of its business
         or its ownership or leasing of property requires such qualification,
         except to the extent that the failure to be so qualified or be in good
         standing would not have a material adverse effect on the Company and
         its subsidiaries, taken as a whole.

                  (c)      Each subsidiary of the Company has been duly
         incorporated, is validly existing as a corporation in good standing
         under the laws of the jurisdiction of its incorporation, has the
         corporate power and authority to own its property and to conduct its
         business as described in the Memorandum and is duly qualified to
         transact business and is in good standing in each jurisdiction in which
         the conduct of its business or its ownership or leasing of property
         requires such qualification, except to the extent that the failure to
         be so qualified or be in good standing would not have a material
         adverse effect on the Company and its subsidiaries, taken as a whole;
         each subsidiary of the Company and the percentage of capital stock and
         voting stock of each such subsidiary owned by the Company is set forth
         on Schedule III hereto and all of the issued shares of capital stock of
         each subsidiary of the Company have been duly and validly authorized
         and issued, are fully paid and non-assessable and are owned directly by
         the Company, free and clear of all liens, encumbrances, equities or
         claims.


                                       2


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

                  (e)      The shares of common stock outstanding on the date
         hereof have been duly authorized and are validly issued, fully paid and
         non-assessable.

                  (f)      The Securities have been duly authorized and, when
         executed and authenticated in accordance with the provisions of the
         Indenture and delivered to and paid for by the Placement Agents in
         accordance with the terms of this Agreement, will be valid and binding
         obligations of the Company, enforceable in accordance with their terms,
         subject to applicable bankruptcy, insolvency or similar laws affecting
         creditors' rights generally and general principles of equity, and will
         be entitled to the benefits of the Indenture and the Registration
         Rights Agreement.

                  (g)      The Guarantee by each Guarantor has been duly
         authorized, executed and delivered by each Guarantor and is a valid and
         binding obligation of the Guarantor, enforceable in accordance with its
         terms, subject to applicable bankruptcy, insolvency or similar laws
         affecting creditors' rights generally and general principles of equity.

                  (h)      The Original Indenture, as amended by the First
         Supplemental Indenture, the Second Supplemental Indenture and the Third
         Supplemental Indenture has been duly authorized, executed and delivered
         by the Company and each of the Guarantors, and is a valid and binding
         agreement of the Company and each of the Guarantors, enforceable in
         accordance with its terms, subject to applicable bankruptcy, insolvency
         or similar laws affecting creditors' rights generally and general
         principles of equity. The Fourth Supplemental Indenture has been duly
         authorized, and when executed and delivered by the Company and each of
         the Guarantors, will be a valid and binding agreement of the Company
         and each of the Guarantors, enforceable in accordance with its terms,
         subject to applicable bankruptcy, insolvency or similar laws affecting
         creditors' rights generally and general principles of equity.

                  (i)      The Registration Rights Agreement has been duly
         authorized, executed and delivered by, and is a valid and binding
         agreement of, the Company and each Guarantor, enforceable in accordance
         with its terms, subject to applicable bankruptcy, insolvency or similar
         laws affecting creditors' rights generally and general principles of
         equity and except as rights to indemnification and contribution under
         the Registration Rights Agreement may be limited under applicable law.


                                       3


                  (j)      The execution and delivery by the Company and the
         Guarantors of, and the performance by the Company and the Guarantors of
         their respective obligations under, this Agreement, the Indenture, the
         Registration Rights Agreement, the Securities (in the case of the
         Company) and the Guarantees (in the case of the Guarantors) will not
         contravene any provision of applicable law or the articles of
         incorporation or by-laws of the Company or the Guarantors or any
         agreement or other instrument binding upon the Company or any of its
         subsidiaries that is material to the Company and its subsidiaries,
         taken as a whole (including, but not limited to, the Credit Agreement
         as amended by the Sixth Amendment), or any judgment, order or decree of
         any governmental body, agency or court having jurisdiction over the
         Company or any subsidiary, and no consent, approval, authorization or
         order of, or qualification with, any governmental body or agency is
         required for the performance by the Company or the Guarantors of their
         respective obligations under this Agreement, the Indenture, the
         Registration Rights Agreement, the Securities (in the case of the
         Company) and the Guarantees (in the case of the Guarantors), except
         such as may be required by the securities or Blue Sky laws of the
         various states in connection with the offer and sale of the Securities
         and by Federal and state securities laws with respect to the Company's
         and the Guarantors' obligations under the Registration Rights
         Agreement.

                  (k)      There has not occurred any material adverse change,
         or any development involving a prospective material adverse change, in
         the condition, financial or otherwise, or in the earnings, business or
         operations of the Company and its subsidiaries, taken as a whole, from
         that set forth in the Final Memorandum (exclusive of any amendments or
         supplements thereto subsequent to the date of this Agreement).

                  (l)      There are no legal or governmental proceedings
         pending or threatened to which the Company or any of its subsidiaries
         is a party or to which any of the properties of the Company or any of
         its subsidiaries is subject other than proceedings accurately described
         in all material respects in the Memorandum and proceedings that would
         not have a material adverse effect on the Company and its subsidiaries,
         taken as a whole, or on the power or ability of the Company or the
         Guarantors to perform their respective obligations under this
         Agreement, the Indenture, the Registration Rights Agreement, the
         Securities (in the case of the Company) and the Guarantee (in the case
         of the Guarantors) or to consummate the transactions contemplated by
         the Final Memorandum.

                  (m)      Each of the Company and its subsidiaries has all
         necessary consents, authorizations, approvals, orders, certificates and
         permits of and from, and has made all declarations and filings with,
         all federal, state, local and other governmental authorities, all
         self-regulatory organizations and all courts and other tribunals, to
         own, lease, license and use its properties and assets and to conduct
         its business in the manner described in the Final Memorandum, except to
         the extent that the failure to obtain such consents, authorizations,
         approvals, orders, certificates and permits or make such declarations
         and filings would not have a material adverse effect on the Company and
         its subsidiaries, taken as a whole. Neither the Company nor any of its
         subsidiaries has received any notice of proceedings relating to the
         revocation or modification of any such consent, authorization,
         approval, order, certificate or permit which, singly or in the
         aggregate, if the subject of an unfavorable decision, ruling or
         finding, would result in a material adverse change in the condition,
         financial or otherwise, or in the earnings, business or operations of
         the Company and its subsidiaries, taken as a whole, except as described
         in or contemplated by the Final Memorandum.


                                       4


                  (n)      The Company and its subsidiaries (i) are in
         compliance with any and all applicable foreign, federal, state and
         local laws and regulations relating to the protection of human health
         and safety, the environment or hazardous or toxic substances or wastes,
         pollutants or contaminants ("Environmental Laws"), (ii) have received
         all permits, licenses or other approvals required of them under
         applicable Environmental Laws to conduct their respective businesses
         and (iii) are in compliance with all terms and conditions of any such
         permit, license or approval, except where such noncompliance with
         Environmental Laws, failure to receive required permits, licenses or
         other approvals or failure to comply with the terms and conditions of
         such permits, licenses or approvals would not, singly or in the
         aggregate, have a material adverse effect on the Company and its
         subsidiaries, taken as a whole.

                  (o)      In the ordinary course of business, the Company
         conducts a periodic review of the effect of Environmental Laws on the
         business, operations and properties of the Company and its
         subsidiaries, in the course of which it identifies and evaluates
         associated costs and liabilities (including, without limitation, any
         capital or operating expenditures required for clean-up, closure of
         properties or compliance with Environmental Laws or any permit, license
         or approval, any related constraints on operating activities and any
         potential liabilities to third parties). On the basis of such review,
         the Company has reasonably concluded that such associated costs and
         liabilities would not, singly or in the aggregate, have a material
         adverse effect on the Company and its subsidiaries, taken as a whole.

                  (p)      Neither the Company nor the Guarantors, after giving
         effect to the offering and sale of the Securities and the application
         of the proceeds thereof as described in the Final Memorandum, will be
         an "investment company" as such term is defined in the Investment
         Company Act of 1940, as amended.

                  (q)      None of the Company, any Guarantor or any affiliate
         (as defined in Rule 501(b) of Regulation D under the Securities Act, an
         "Affiliate") of the Company or any Guarantor has directly, or through
         any agent, (i) sold, offered for sale, solicited offers to buy or
         otherwise negotiated in respect of, any security (as defined in the
         Securities Act) which is or will be integrated with the sale of the
         Securities in a manner that would require the registration under the
         Securities Act of the Securities or (ii) engaged in any form of general
         solicitation or general advertising in connection with the offering of
         the Securities, (as those terms are used in Regulation D under the
         Securities Act) or in any manner involving a public offering within the
         meaning of Section 4(2) of the Securities Act.

                  (r)      None of the Company, any Guarantor, their Affiliates
         or any person acting on its or their behalf has engaged or will engage
         in any directed selling efforts (within the meaning of Regulation S)
         with respect to the Securities and the Company, any Guarantor and their
         Affiliates and any person acting on its or their behalf have complied
         and will comply with the offering restrictions requirement of
         Regulation S.

                  (s)      It is not necessary in connection with the offer,
         sale and delivery of the Securities to the Placement Agents in the
         manner contemplated by this Agreement to register the Securities or the
         Guarantees under the Securities Act or to qualify the Indenture under
         the Trust Indenture Act of 1939, as amended.


                                       5


                  (t)      The Securities and the Guarantees satisfy the
         requirements set forth in Rule 144A(d)(3) under the Securities Act.

                  (u)      The Securities and the Guarantees conform in all
         material respects to the description thereof contained in the Final
         Memorandum under the heading "Description of the Notes".

                  (v)      Subsequent to the respective dates as of which
         information is given in the Final Memorandum, (1) the Company and its
         subsidiaries have not incurred any material liability or obligation,
         direct or contingent, nor entered into any material transaction not in
         the ordinary course of business; (2) the Company has not purchased any
         of its outstanding capital stock, nor declared, paid or otherwise made
         any dividend or distribution of any kind on its capital stock; and (3)
         there has not been any material change in the capital stock, short-term
         debt or long-term debt of the Company and its consolidated
         subsidiaries, except in each case as described in or contemplated by
         the Final Memorandum.

                  (w)      The Company and its subsidiaries have good and
         marketable title in fee simple to all real property and good and
         marketable title to all personal property owned by them which is
         material to the business of the Company and its subsidiaries, in each
         case free and clear of all liens, encumbrances and defects except such
         as are described in the Final Memorandum or such as do not materially
         affect the value of such property and do not interfere with the use
         made and proposed to be made of such property by the Company and its
         subsidiaries: and any real property and buildings held under lease by
         the Company and its subsidiaries are held by them under valid,
         subsisting and enforceable leases with such exceptions as are not
         material and do not interfere with the use made and proposed to be made
         of such property and buildings by the Company and its subsidiaries, in
         each case except as described in or contemplated by the Final
         Memorandum.

                  (x)      The Company and its subsidiaries own or possess, or
         can acquire on reasonable terms, all material patents, patent rights,
         licenses, inventions, copyrights, know-how (including trade secrets and
         other unattended and/or unpatentable proprietary or confidential
         information, systems or procedures), trademarks, service marks and
         trade names currently employed by them in connection with the business
         now operated by them, and neither the Company nor any of its
         subsidiaries has received any notice of infringement of or conflict
         with asserted rights of others with respect to any of the foregoing
         which, singly or in the aggregate, if the subject of an unfavorable
         decision, ruling or finding, would result in any material adverse
         change in the condition, financial or otherwise, or in the earnings,
         business or operations of the Company and its subsidiaries, taken as a
         whole.

                  (y)      No material labor dispute with the employees of the
         Company or any of its subsidiaries exists, except as described in or
         contemplated by the Final Memorandum, or, to the knowledge of the
         Company, is imminent; and the Company is not aware of any existing,
         threatened or imminent labor disturbance by the employees of any of its
         principal suppliers, manufacturers or contractors that could result in
         any material adverse change in the condition, financial or otherwise,
         or in the earnings, business or operations of the Company and its
         subsidiaries, taken as a whole.


                                       6


                  (z)      The Company and each of its subsidiaries are insured
         by insurers of recognized financial responsibility against such losses
         and risks and in such amounts as are prudent and customary in the
         businesses in which they are engaged; neither the Company nor any such
         subsidiary has been refused any insurance coverage sought or applied
         for; and neither the Company nor any such subsidiary has any reason to
         believe that it will not be able to renew its existing insurance
         coverage as and when such coverage expires or to obtain similar
         coverage from similar insurers as may be necessary to continue its
         business at a cost that would not materially and adversely affect the
         condition, financial or otherwise, or the earnings, business or
         operations of the Company and its subsidiaries, taken as a whole,
         except as described in or contemplated by the Final Memorandum.

                  (aa)     The Company and each of its subsidiaries maintain a
         system of internal accounting controls sufficient to provide reasonable
         assurance that (1) transactions are executed in accordance with
         management's general or specific authorizations; (2) transactions are
         recorded as necessary to permit preparation of financial statements in
         conformity with generally accepted accounting principles and to
         maintain asset accountability; (3) access to assets is permitted only
         in accordance with management's general or specific authorization; and
         (4) the recorded accountability for assets is compared with the
         existing assets at reasonable intervals and appropriate action is taken
         with respect to any differences.

         2.       Agreements to Sell and Purchase. The Company hereby agrees to
sell to the several Placement Agents, and each Placement Agent, upon the basis
of the representations and warranties herein contained, but subject to the
conditions hereinafter stated, agrees, severally and not jointly, to purchase
from the Company the respective principal amount of Securities set forth in
Schedule I hereto opposite its name at a purchase price of 106.956725% of the
principal amount, plus accrued interest thereon from September 15, 2003 to but
excluding the Closing Date thereof (the "Purchase Price").

                  The Company and the Guarantors hereby agree that, without the
prior written consent of Morgan Stanley & Co. Incorporated on behalf of the
Placement Agents, it will not, during the period beginning on the date hereof
and continuing to and including the Closing Date, offer, sell, contract to sell
or otherwise dispose of any debt of the Company or any Guarantor or warrants to
purchase debt of the Company or any Guarantor substantially similar to the
Securities or the Guarantees (other than the sale of the Securities under this
Agreement.)

         3.       Terms of Offering. You have advised the Company and the
Guarantors that the Placement Agents will make an offering of the Securities
purchased by the Placement Agents hereunder on the terms to be set forth in the
Final Memorandum, as soon as practicable after this Agreement is entered into as
in your judgment is advisable.


                                       7


         4.       Payment and Delivery. Payment for the Securities shall be made
to the Company in Federal or other funds immediately available in New York City
against delivery of such Securities for the respective accounts of the several
Placement Agents at 10:00 a.m., New York City time, on November 26, 2003, or at
such other time on the same or such other date, not later than December 8, 2003,
as shall be designated in writing by you. The time and date of such payment are
hereinafter referred to as the "Closing Date."

                  Certificates for the Securities shall be in definitive form or
global form, as specified by you, and registered in such names and in such
denominations as you shall request in writing not later than one full business
day prior to the Closing Date. The certificates evidencing the Securities shall
be delivered to you on the Closing Date for the respective accounts of the
several Placement Agents, with any transfer taxes payable in connection with the
transfer of the Securities to the Placement Agents duly paid, against payment of
the Purchase Price therefor.

         5.       Conditions to the Placement Agents' Obligations. The several
obligations of the Placement Agents to purchase and pay for the Securities on
the Closing Date are subject to the following conditions:

                  (a)      Subsequent to the execution and delivery of this
         Agreement and prior to the Closing Date:

                           (i)      there shall not have occurred any
                  downgrading, nor shall any notice have been given of any
                  intended or potential downgrading or of any review for a
                  possible change that does not indicate the direction of the
                  possible change, in the rating accorded the Company or any of
                  the Company's securities or in the rating outlook for the
                  Company by any "nationally recognized statistical rating
                  organization," as such term is defined for purposes of Rule
                  436(g)(2) under the Securities Act; and

                           (ii)     there shall not have occurred any change, or
                  any development involving a prospective change, in the
                  condition, financial or otherwise, or in the earnings,
                  business or operations of the Company and its subsidiaries,
                  taken as a whole, from that set forth in the Final Memorandum
                  (exclusive of any amendments or supplements thereto subsequent
                  to the date of this Agreement) that, in your judgment, is
                  material and adverse and that makes it, in your judgment,
                  impracticable to market the Securities on the terms and in the
                  manner contemplated in the Final Memorandum.

                  (b)      The Placement Agents shall have received on the
         Closing Date a certificate, dated the Closing Date and signed by an
         executive officer of the Company and each Guarantor, to the effect set
         forth in Section 5(a)(i) and to the effect that the representations and
         warranties of the Company and such Guarantor contained in this
         Agreement are true and correct as of the Closing Date and the Company
         and such Guarantor has complied with all of the agreements and
         satisfied all of the conditions on its part to be performed or
         satisfied hereunder on or before the Closing Date.

                  The officer signing and delivering such certificate may rely
         upon the best of his or her knowledge as to proceedings threatened.


                                       8


                  (c)      The Placement Agents shall have received on the
         Closing Date an opinion of Barrett & McNagny LLP, counsel for the
         Company and the Guarantors, dated the Closing Date, to the effect set
         forth in Exhibit A. Such opinion shall be rendered to the Placement
         Agents at the request of the Company and the Guarantors and shall so
         state therein.

                  (d)      The Placement Agents shall have received on the
         Closing Date an opinion of Latham & Watkins, New York counsel for the
         Company and the Guarantors, dated the Closing Date, to the effect set
         forth in Exhibit B. Such opinion shall be rendered to the Placement
         Agents at the request of the Company and the Guarantors and shall so
         state therein.

                  (e)      The Placement Agents shall have received on the
         Closing Date an opinion of Shearman & Sterling LLP, counsel for the
         Placement Agents, dated the Closing Date, in form and substance
         satisfactory to you.

                  (f)      The Placement Agents shall have received on each of
         the date hereof and the Closing Date letters, dated the date hereof or
         the Closing Date, as the case may be, in form and substance
         satisfactory to the Placement Agents, from Ernst & Young LLP,
         independent public accountants, containing statements and information
         of the type ordinarily included in accountants' "comfort letters" to
         underwriters with respect to the financial statements and certain
         financial information contained in or incorporated by reference into
         the Final Memorandum; provided that the letters delivered on the
         Closing Date shall use a "cut-off date" not less than three business
         days prior to the Closing Date.

                  (g)      The Sixth Amendment to the Credit Agreement shall
         have been duly authorized, executed and delivered by the parties
         thereto, and be in full force and effect.

                  (h)      The Securities shall have been designated PORTAL
         securities in accordance with the rules and regulations adopted by the
         National Association of Securities Dealers, Inc. relating to trading in
         the PORTAL Market.

                  (i)      The Placement Agents shall have received such other
         documents and certificates as are reasonably requested by you or your
         counsel.

         6.       Covenants of the Company and Guarantors. In further
consideration of the agreements of the Placement Agents contained in this
Agreement, each of the Company and the Guarantors, jointly and severally,
covenants with each Placement Agent as follows:

                  (a)      To furnish to you in New York City, without charge,
         prior to 10:00 a.m. New York City time on the business day next
         succeeding the date of this Agreement and during the period mentioned
         in Section 6(c), as many copies of the Final Memorandum, any documents
         incorporated by reference therein and any supplements and amendments
         thereto as you may reasonably request.

                  (b)      Before amending or supplementing the final
         Memorandum, to furnish to you a copy of each such proposed amendment or
         supplement and not to use any such proposed amendment or supplement to
         which you reasonably object.


                                       9


                  (c)      If, during such period after the date hereof and
         prior to the date on which all of the Securities shall have been sold
         by the Placement Agents, any event shall occur or condition exist as a
         result of which it is necessary to amend or supplement the Final
         Memorandum in order to make the statements therein, in the light of the
         circumstances when the Final Memorandum is delivered to a purchaser,
         not misleading, or if, in the opinion of counsel for the Placement
         Agents, it is necessary to amend or supplement the Final Memorandum to
         comply with applicable law, forthwith to prepare and furnish, at its
         own expense, to the Placement Agents, either amendments or supplements
         to the Final Memorandum so that the statements in the Final Memorandum
         as so amended or supplemented will not, in the light of the
         circumstances when the Final Memorandum is delivered to a purchaser, be
         misleading or so that the Final Memorandum, as amended or supplemented,
         will comply with applicable law.

                  (d)      To endeavor to qualify the Securities and the
         Guarantees for offer and sale under the securities or Blue Sky laws of
         such jurisdictions as you shall reasonably request.

                  (e)      Whether or not the transactions contemplated in this
         Agreement are consummated or this Agreement is terminated, to pay or
         cause to be paid all expenses incident to the performance of its
         obligations under this Agreement, including: (i) the fees,
         disbursements and expenses of the Company's and the Guarantors' counsel
         and the Company's and the Guarantors' accountants in connection with
         the issuance and sale of the Securities and all other fees or expenses
         in connection with the preparation of the Memorandum (including the fee
         and expenses of counsel to the Placement Agents in connection with the
         preparation therewith) and all amendments and supplements thereto,
         including all printing costs associated therewith, and the delivering
         of copies thereof to the Placement Agents, in the quantities herein
         above specified, (ii) all costs and expenses related to the transfer
         and delivery of the Securities to the Placement Agents, including any
         transfer or other taxes payable thereon, (iii) the cost of printing or
         producing any Blue Sky or legal investment memorandum in connection
         with the offer and sale of the Securities under state securities laws
         and all expenses in connection with the qualification of the Securities
         for offer and sale under state securities laws as provided in Section
         6(d) hereof, including filing fees and the reasonable fees and
         disbursements of counsel for the Placement Agents in connection with
         such qualification and in connection with the Blue Sky or legal
         investment memorandum, (iv) any fees charged by rating agencies for the
         rating of the Securities, (v) all document production charges and
         expenses of counsel to the Placement Agents (but not including their
         fees for professional services) in connection with the preparation of
         this Agreement, (vi) the fees and expenses, if any, incurred in
         connection with the admission of the Securities for trading in PORTAL
         or any appropriate market system, (vii) the costs and charges of the
         Trustee and any transfer agent, registrar or depositary, (viii) the
         cost of the preparation, issuance and delivery of the Securities, (ix)
         the costs and expenses of the Company relating to investor
         presentations on any "road show" undertaken in connection with the
         marketing of the offering of the Securities, including, without
         limitation, expenses associated with the production of road show slides
         and graphics, fees and expenses of any consultants engaged in
         connection with the road show presentations with the prior approval of
         the Company, travel and lodging expenses of the representatives and
         officers of the Company, the Guarantors and any such consultants, and
         the cost of any aircraft chartered in connection with the road show,
         and (x) all other costs and expenses incident to the performance of the
         obligations of the Company and the Guarantors hereunder for which
         provision is not otherwise made in this Section. It is understood,
         however, that except as provided in this Section, Section 8, and the
         last paragraph of Section 10, the Placement Agents will pay all of
         their costs and expenses, including fees and disbursements of their
         counsel, transfer taxes payable on resale of any of the Securities by
         them and any advertising expenses connected with any offers they may
         make.


                                       10


                  (f)      None of the Company, the Guarantors or their
         Affiliates will sell, offer for sale or solicit offers to buy or
         otherwise negotiate in respect of any security (as defined in the
         Securities Act) which could be integrated with the sale of the
         Securities in a manner which would require the registration under the
         Securities Act of the Securities or the Guarantees.

                  (g)      Not to solicit any offer to buy or offer or sell the
         Securities by means of any form of general solicitation or general
         advertising (as those terms are used in Regulation D under the
         Securities Act) or in any manner involving a public offering within the
         meaning of Section 4(2) of the Securities Act.

                  (h)      While any of the Securities remain "restricted
         securities" within the meaning of the Securities Act, to make
         available, upon request, to any seller of the Securities the
         information specified in Rule 144A(d)(4) under the Securities Act,
         unless the Company is then subject to Section 13 or 15(d) of the
         Exchange Act.

                  (i)      To use its best efforts to permit the Securities to
         be designated PORTAL securities in accordance with the rules and
         regulations adopted by the National Association of Securities Dealers,
         Inc. relating to trading in the PORTAL Market.

                  (j)      None of the Company, the Guarantors or their
         Affiliates or any person acting on their behalf (other than the
         Placement Agents) will engage in any directed selling efforts (as that
         term is defined in Regulation S) with respect to the Securities, and
         the Company, the Guarantors and their Affiliates and each person acting
         on their behalf (other than the Placement Agents) will comply with the
         offering restrictions requirement of Regulation S.

                  (k)      During the period of two years after the Closing
         Date, the Company and the Guarantors will not, and will not permit any
         of their affiliates (as defined in Rule 144 under the Securities Act)
         to resell any of the Securities which constitute "restricted
         securities" under Rule 144 that have been reacquired by any of them.


                                       11


         7.       Offering of Securities; Restrictions on Transfer. (a) Each
Placement Agent, severally and not jointly, represents and warrants that such
Placement Agent is a qualified institutional buyer as defined in Rule 144A under
the Securities Act (a "QIB"). Each Placement Agent, severally and not jointly,
agrees with the Company and the Guarantors that (i) it will not solicit offers
for, or offer or sell, such Securities by any form of general solicitation or
general advertising (as those terms are used in Regulation D under the
Securities Act) or in any manner involving a public offering within the meaning
of Section 4(2) of the Securities Act and (ii) it will solicit offers for such
Securities only from, and will offer such Securities only to, persons that it
reasonably believes to be (A) in the case of offers inside the United States,
QIBs and (B) in the case of offers outside the United States, to persons other
than U.S. persons ("foreign purchasers," which term shall include dealers or
other professional fiduciaries in the United States acting on a discretionary
basis for foreign beneficial owners (other than an estate or trust)) in reliance
upon Regulation S under the Securities Act that, in each case, in purchasing
such Securities are deemed to have represented and agreed as provided in the
Final Memorandum under the caption "Transfer Restrictions".

                  (b)      Each Placement Agent, severally and not jointly,
         represents, warrants, and agrees with respect to offers and sales
         outside the United States that:

                           (ii)     such Placement Agent understands that no
                  action has been or will be taken in any jurisdiction by the
                  Company or the Guarantors that would permit a public offering
                  of the Securities, or possession or distribution of the
                  Memorandum or any other offering or publicity material
                  relating to the Securities, in any country or jurisdiction
                  where action for that purpose is required;

                           (iii)    such Placement Agent will comply with all
                  applicable laws and regulations in each jurisdiction in which
                  it acquires, offers, sells or delivers Securities or has in
                  its possession or distributes the Memorandum or any such other
                  material, in all cases at its own expense;

                           (iv)     neither the Securities nor the Guarantee
                  have been registered under the Securities Act and may not be
                  offered or sold within the United States or to, or for the
                  account or benefit of, U.S. persons except in accordance with
                  Rule 144A or Regulation S under the Securities Act or pursuant
                  to another exemption from the registration requirements of the
                  Securities Act;

                           (v)      such Placement Agent has offered the
                  Securities and will offer and sell the Securities (A) as part
                  of their distribution at any time and (B) otherwise until 40
                  days after the later of the commencement of the offering and
                  the Closing Date, only in accordance with Rule 903 of
                  Regulation S or as otherwise permitted in Section 7(a);
                  accordingly, neither such Placement Agent, its Affiliates nor
                  any persons acting on its or their behalf have engaged or will
                  engage in any directed selling efforts (within the meaning of
                  Regulation S) with respect to the Securities, and any such
                  Placement Agent, its Affiliates and any such persons have
                  complied and will comply with the offering restrictions
                  requirement of Regulation S;

                           (vi)     such Placement Agent has (A) not offered or
                  sold and, prior to the date six months after the Closing Date,
                  will not offer or sell the Securities to persons in the United
                  Kingdom except to persons whose ordinary activities involve
                  them in acquiring, holding, managing or disposing of
                  investments (as principal or agent) for the purposes of their
                  businesses or otherwise in circumstances which have not
                  resulted and will not result in an offer to the public in the
                  United Kingdom within the meaning of the Public Offers of
                  Securities Regulations 1995; (B) complied and will comply with
                  all applicable provisions of the Financial Services Act 1986
                  with respect to anything done by it in relation to the
                  Securities in, from or otherwise involving the United Kingdom,
                  and (C) only issued or passed on and will only issue or pass
                  on in the United Kingdom any document received by it in
                  connection with the issue of the Securities to a person who is
                  of a kind described in Article 11(3) of the Financial Services
                  Act 1986 (Investment Advertisements) (Exemptions) Order 1996
                  or is a person to whom such document may otherwise lawfully be
                  issued or passed on; and


                                       12


                           (vii)    such Placement Agent agrees that, at or
                  prior to confirmation of sales of the Securities, it will have
                  sent to each distributor, dealer or person receiving a selling
                  concession, fee or other remuneration that purchases the
                  Securities from it during the restricted period a confirmation
                  or notice to substantially the following effect:

                           "The Securities covered hereby have not been
                  registered under the U.S. Securities Act of 1933 (the
                  "Securities Act") and may not be offered and sold within the
                  United States or to, or for the account or benefit of, U.S.
                  persons (i) as part of their distribution at any time or (ii)
                  otherwise until 40 days after the later of the commencement of
                  the offering and the closing date, except in either case in
                  accordance with Regulation S (or Rule 144A if available) under
                  the Securities Act. Terms used above have the meaning given to
                  them by Regulation S."

                           Terms used in this Section 7(b) have the meanings
                  given to them by Regulation S.

         8.       Indemnity and Contribution. (a) Each of the Company and the
Guarantors agrees, jointly and severally, to indemnify and hold harmless each
Placement Agent, each person, if any, who controls any Placement Agent within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act and each affiliate of any Placement Agent within the meaning of
Rule 405 under the Securities 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 either Memorandum (as amended or supplemented if
the Company or the Guarantors shall have furnished any amendments or supplements
thereto), or caused by any omission or alleged omission to state therein a
material fact necessary to make the statements therein in the light of the
circumstances under which they were made 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 Placement Agent furnished to the Company and the Guarantors in
writing by such Placement Agent through you expressly for use therein.

                  (b)      Each Placement Agent agrees, severally and not
         jointly, to indemnify and hold harmless the Company, the Guarantors,
         their directors and officers and each person, if any, who controls the
         Company or the Guarantors within the meaning of either Section 15 of
         the Securities Act or Section 20 of the Exchange Act to the same extent
         as the foregoing indemnity from the Company and the Guarantors to such
         Placement Agent, but only with reference to information relating to
         such Placement Agent furnished to the Company and the Guarantors in
         writing by such Placement Agent through you expressly for use in either
         Memorandum or any amendments or supplements thereto.


                                       13


                  (c)      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 8(a) or 8(b), 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
         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 Morgan Stanley & Co. Incorporated, in the case
         of parties indemnified pursuant to Section 8(a), and by the Company, in
         the case of parties indemnified pursuant to Section 8(b). The
         indemnifying party shall not be liable for any settlement of any
         proceeding effected without its written consent, but if settled 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.


                                       14


                  (d)      To the extent the indemnification provided for in
         Section 8(a) or 8(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 Company and the Guarantors, on the one hand, and the Placement
         Agents, on the other hand, from the offering of the Securities or (ii)
         if the allocation provided by clause 8(d)(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 8(d)(i) above but also
         the relative fault of the Company and the Guarantors, on the one hand,
         and of the Placement Agents, 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 and the Guarantors, on
         the one hand, and the Placement Agents, on the other hand, in
         connection with the offering of the Securities shall be deemed to be in
         the same respective proportions as the net proceeds from the offering
         of the Securities (before deducting expenses) received by the Company
         and the total discounts and commissions received by the Placement
         Agents in respect thereof, bear to the aggregate offering price of the
         Securities. The relative fault of the Company and the Guarantors, on
         the one hand, and of the Placement Agents, 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 Company and the Guarantors or by the Placement Agents and the
         parties' relative intent, knowledge, access to information and
         opportunity to correct or prevent such statement or omission. The
         Placement Agents' respective obligations to contribute pursuant to this
         Section 8 are several in proportion to the respective principal amount
         of Securities they have purchased hereunder, and not joint.

                  (e)      The Company, the Guarantors and the Placement Agents
         agree that it would not be just or equitable if contribution pursuant
         to this Section 8 were determined by pro rata allocation (even if the
         Placement Agents were treated as one entity for such purpose) or by any
         other method of allocation that does not take account of the equitable
         considerations referred to in Section 8(d). The amount paid or payable
         by an indemnified party as a result of the losses, claims, damages and
         liabilities referred to in Section 8(d) 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 such action or claim. Notwithstanding
         the provisions of this Section 8, no Placement Agent shall be required
         to contribute any amount in excess of the amount by which the total
         price at which the Securities resold by it in the initial placement of
         such Securities were offered to investors exceeds the amount of any
         damages that such Placement Agent has otherwise been required to pay by
         reason of such untrue or alleged untrue statement or omission or
         alleged omission. No person guilty of fraudulent misrepresentation
         (within the meaning of Section 11(f) of the Securities Act) shall be
         entitled to contribution from any person who was not guilty of such
         fraudulent misrepresentation. The remedies provided for in this Section
         8 are not exclusive and shall not limit any rights or remedies which
         may otherwise be available to any indemnified party at law or in
         equity.

                  (f)      The indemnity and contribution provisions contained
         in this Section 8 and the representations, warranties and other
         statements of the Company and the Guarantors contained in this
         Agreement 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 Placement Agent, any person
         controlling any Placement Agent or any affiliate of any Placement Agent
         or by or on behalf of the Company, the Guarantors, their officers or
         directors or any person controlling the Company or the Guarantors and
         (iii) acceptance of and payment for any of the Securities.


                                       15


         9.       Termination. The Placement Agents may terminate this Agreement
by notice given by you to the Company, if after the execution and delivery of
this Agreement and prior to the Closing Date (i) trading generally shall have
been suspended or materially limited on, or by, as the case may be, any of the
New York Stock Exchange, the American Stock Exchange, the Nasdaq National
Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange
or the Chicago Board of Trade, (ii) trading of any securities of the Company
shall have been suspended on any exchange or in any over-the-counter market,
(iii) a material disruption in securities settlement, payment or clearance
services in the United shall have occurred, (iv) any moratorium on commercial
banking activities shall have been declared by Federal or New York State
authorities or (v) there shall have occurred any outbreak or escalation of
hostilities, or any change in financial markets or any calamity or crisis that,
in your judgment, is material and adverse and which, singly or together with any
other event specified in this clause (v), makes it, in your judgment,
impracticable or inadvisable to proceed with the offer, sale or delivery of the
Securities on the terms and in the manner contemplated in the Final Memorandum.

         10.      Effectiveness; Defaulting Placement Agents. This Agreement
shall become effective upon the execution and delivery hereof by the parties
hereto.

         If, on the Closing Date, any one or more of the Placement Agents shall
fail or refuse to purchase Securities that it or they have agreed to purchase
hereunder on such date, and the aggregate principal amount of Securities which
such defaulting Placement Agent or Placement Agents agreed but failed or refused
to purchase is not more than one-tenth of the aggregate principal amount of
Securities to be purchased on such date, the other Placement Agents shall be
obligated severally in the proportions that the principal amount of Securities
set forth opposite their respective names in Schedule I bears to the aggregate
principal amount of Securities set forth opposite the names of all such
non-defaulting Placement Agents, or in such other proportions as you may
specify, to purchase the Securities which such defaulting Placement Agent or
Placement Agents agreed but failed or refused to purchase on such date; provided
that in no event shall the principal amount of Securities that any Placement
Agent has agreed to purchase pursuant to this Agreement be increased pursuant to
this Section 10 by an amount in excess of one-ninth of such principal amount of
Securities without the written consent of such Placement Agent. If, on the
Closing Date any Placement Agent or Placement Agents shall fail or refuse to
purchase Securities which it or they have agreed to purchase hereunder on such
date and the aggregate principal amount of Securities with respect to which such
default occurs is more than one-tenth of the aggregate principal amount of
Securities to be purchased on such date, and arrangements satisfactory to you
and the Company for the purchase of such Securities are not made within 36 hours
after such default, this Agreement shall terminate without liability on the part
of any non-defaulting Placement Agent or of the Company or of the Guarantors. In
any such case either you or the Company shall have the right to postpone the
Closing Date, but in no event for longer than seven days, in order that the
required changes, if any, in the Final Memorandum or in any other documents or
arrangements may be effected. Any action taken under this paragraph shall not
relieve any defaulting Placement Agent from liability in respect of any default
of such Placement Agent under this Agreement.


                                       16


         If this Agreement shall be terminated by the Placement Agents, or any
of them, because of any failure or refusal on the part of the Company or the
Guarantors to comply with the terms or to fulfill any of the conditions of this
Agreement, or if for any reason the Company shall be unable to perform its
obligations under this Agreement, the Company will reimburse the Placement
Agents or such Placement Agents as have so terminated this Agreement with
respect to themselves, severally, for all out-of-pocket expenses (including the
fees and disbursements of their counsel) reasonably incurred by such Placement
Agents in connection with this Agreement or the offering contemplated hereunder.

         11.      Notices. All notices and other communications under this
Agreement shall be in writing and mailed, delivered or sent by facsimile
transmission to: if sent to the Placement Agents, Morgan Stanley & Co.
Incorporated, 1585 Broadway, New York, New York 10036, attention: High Yield New
Issues Group, facsimile number (212) 761-0587 and if sent to the Company or to
the Guarantors, to Steel Dynamics, Inc., 6714 Pointe Inverness Way, Suite 200,
Fort Wayne, Indiana 46804, attention: Tracy Shellabarger, facsimile number (219)
969-3555.

         12.      Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

         13.      Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

         14.      Headings. The headings of the sections of this Agreement have
been inserted for convenience of reference only and shall not be deemed a part
of this Agreement


                                       17


                                             Very truly yours,

                                             STEEL DYNAMICS, INC.

                                             By: /s/ Tracy L. Shellabarger
                                                 -------------------------------
                                                 Name:  Tracy L. Shellabarger
                                                 Title:


                                             SDI INVESTMENT COMPANY

                                             By: /s/ Tracy L. Shellabarger
                                                 -------------------------------
                                                 Name:  Tracy L. Shellabarger
                                                 Title:


                                             DYNAMIC BAR PRODUCTS LLC.

                                             By: /s/ Tracy L. Shellabarger
                                                 -------------------------------
                                                 Name:  Tracy L. Shellabarger
                                                 Title:


                                             STLD HOLDINGS, INC.

                                             By: /s/ Tracy L. Shellabarger
                                                 -------------------------------
                                                 Name:  Tracy L. Shellabarger
                                                 Title:


                                             FERROUS RESOURCES LLC

                                             By: /s/ Tracy L. Shellabarger
                                                 -------------------------------
                                                 Name:  Tracy L. Shellabarger
                                                 Title:


                                             STEEL DYNAMICS SALES NORTH
                                             AMERICA, INC.

                                             By: /s/ Tracy L. Shellabarger
                                                 -------------------------------
                                                 Name:  Tracy L. Shellabarger
                                                 Title:

Accepted as of the date hereof

MORGAN STANLEY & CO. INCORPORATED
GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC.

By: Morgan Stanley & Co. Incorporated


By: /s/
    -------------------------------
    Name:
    Title:




                                   SCHEDULE I


                                Placement Agents


- --------------------------------------------------------------------------------
                                                         Principal Amount of
                     Placement Agent                 Securities to be Purchased
- --------------------------------------------------------------------------------
Morgan Stanley & Co. Incorporated...............            $ 70,000,000
- --------------------------------------------------------------------------------
Goldman, Sachs & Co. ...........................            $ 25,000,000
- --------------------------------------------------------------------------------
J.P. Morgan Securities Inc. ....................            $  5,000,000
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Total:  ........................................            $100,000,000
- --------------------------------------------------------------------------------



                                  SCHEDULE II


                                   Guarantors

SDI Investment Company
Dynamic Bar Products LLC
STLD Holdings, Inc
Ferrous Resources LLC
Steel Dynamics Sales North America, Inc.





                                  SCHEDULE III


                                  Subsidiaries



                                                             Percent of capital              Percent of voting
                                                        stock/equity units owned by     stock/voting units owned by
Name                                                        Steel Dynamics, Inc.            Steel Dynamics, Inc.
- ----                                                    ---------------------------     ---------------------------
                                                                                            
Iron Dynamics, Inc.                                                 100%                            100%
New Millennium Building Systems, LLC                                100%                            100%
Omni Dynamic Aviation, LLC                                         97.5%                           97.5%
Paragon Steel Enterprises, LLC                                       50%                             50%
SDI Investment Company                                              100%                            100%
Dynamic Bar Products LLC                                            100%                            100%
STLD Holdings, Inc                                                  100%                            100%
Ferrous Resources LLC                                               100%                            100%
Steel Dynamics Sales North America, Inc                             100%                            100%





                                   EXHIBIT A


             OPINION OF COUNSEL FOR THE COMPANY AND THE GUARANTORS

         Attach draft opinion of the counsel for the Company and the Guarantors
to be delivered pursuant to Section 5(c) of the Placement Agreement to the
effect that:

         A.       The Company has been duly incorporated, is validly existing as
a corporation in good standing under the laws of the jurisdiction of its
incorporation, has the corporate power and authority to own its property and to
conduct its business as described in the Final Memorandum and is duly qualified
to transact business and is in good standing in each jurisdiction in which the
conduct of its business or its ownership or leasing of property requires such
qualification, except to the extent that the failure to be so qualified or be in
good standing would not have a material adverse effect on the Company and its
subsidiaries, taken as a whole.

         B.       Each subsidiary of the Company has been duly incorporated or
organized, is validly existing as a corporation or as a limited liability
company in good standing under the laws of the jurisdiction of its incorporation
or organization, has the corporate power and authority to own its property and
to conduct its business as described in the Final Memorandum and is duly
qualified to transact business and is in good standing in each jurisdiction in
which the conduct of its business or its ownership or leasing of property
requires such qualification, except to the extent that the failure to be so
qualified or be in good standing would not have a material adverse effect on the
Company and its subsidiaries, taken as a whole; all of the issued shares of
capital stock, and all membership units or interests, of each subsidiary of the
Company have been duly and validly authorized and issued, are fully paid and
non-assessable, and are owned directly by the Company, free and clear of all
liens, encumbrances, equities or claims.

         C.       The Placement Agreement has been duly authorized, executed and
delivered by the Company and the Guarantors.

         D.       All shares of common stock of the Company and its subsidiaries
outstanding on the Closing Date have been duly authorized and are validly
issued, fully paid and non-assessable.

         E.       The Securities have been duly authorized, executed and
delivered by the Company.

         F.       The Guarantee by each Guarantor has been duly authorized,
executed and delivered by such.

         G.       The Indenture has been duly authorized, executed and delivered
by the Company and the Guarantors.

         H.       The Registration Rights Agreement has been duly authorized,
executed and delivered by the Company and the Guarantors.


                                      A-1


         I.       The Sixth Amendment to the Credit Agreement has been duly
authorized, executed and delivered by the Company and the Guarantors named
therein and is in full force and effect.

         J.       The execution and delivery by the Company and the Guarantors
of, and the performance by the Company and the Guarantors of their respective
obligations under, the Placement Agreement, the Indenture, the Registration
Rights Agreement, the Securities (in the case of the Company) and the Guarantees
(in the case of the Guarantors) will not contravene any provision of applicable
law or the articles of incorporation or by-laws of the Company or the Guarantors
or, to the best of such counsel's knowledge, any agreement or other instrument
binding upon the Company or any of its subsidiaries that is material to the
Company and its subsidiaries, taken as a whole, (including, but not limited to,
the Credit Agreement as amended by the Sixth Amendment) or, to the best of such
counsel's knowledge, any judgment, order or decree of any governmental body,
agency or court having jurisdiction over the Company or any subsidiary, and no
consent, approval, authorization or order of, or qualification with, any
governmental body or agency is required for the performance by the Company or
the Guarantors of their respective obligations under the Placement Agreement,
the Indenture, the Registration Rights Agreement, the Securities (in the case of
the Company) and the Guarantees (in the case of the Guarantors), except such as
may be required by the securities or Blue Sky laws of the various states in
connection with the offer and sale of the Securities and by Federal and state
securities laws with respect to the Company's and the Guarantors' obligations
under the Registration Rights Agreement.

         K.       After due inquiry, such counsel does not know of any legal or
governmental proceedings pending or threatened to which the Company or any of
its subsidiaries is a party or to which any of the properties of the Company or
any of its subsidiaries is subject other than proceedings fairly summarized in
all material respects in the Final Memorandum and proceedings which such counsel
believes are not likely to have a material adverse effect on the Company and its
subsidiaries, taken as a whole, or on the power or ability of the Company and
the Guarantors to perform their respective obligations under the Placement
Agreement, the Indenture, the Registration Rights Agreement, the Securities (in
the case of the Company), and the Guarantees (in the case of the Guarantors) or
to consummate the transactions contemplated by the Final Memorandum.

         L.       After due inquiry, to the best of our knowledge, the Company
and its subsidiaries (i) are in compliance with any and all applicable foreign,
federal, state and local laws and regulations relating to the protection of
human health and safety, the environment or hazardous or toxic substances or
wastes, pollutants or contaminants ("Environmental Laws"), (ii) have received
all permits, licenses or other approvals required of them under applicable
Environmental Laws to conduct their respective businesses and (iii) are in
compliance with all terms and conditions of any such permit, license or
approval, except where such noncompliance with Environmental Laws, failure to
receive required permits, licenses or other approvals or failure to comply with
the terms and conditions of such permits, licenses or approvals would not,
singly or in the aggregate, have a material adverse effect on the Company and
its subsidiaries, taken as a whole.


                                      A-2


         M.       Each of the Company and the Guarantors are not, and after
giving effect to the offering and sale of the Securities and the application of
the proceeds thereof as described in the Final Memorandum, will not be an
"investment company" as such term is defined in the Investment Company Act of
1940, as amended.

         N.       The statements related to legal matters, documents or
proceedings included in the Final Memorandum under the captions "Risk
Factors--Environmental regulation imposes substantial costs and limitations on
our operations," "Description of Notes," "Description of Capital Stock,"
"Description of Certain Indebtedness," "Certain ERISA Considerations," "Private
Placement," and "Transfer Restrictions," and in "Item 1 -
Business--Environmental Matters," "Item 3 - Legal Proceedings," "Item 1 -
Business - Section 201 Investigation," "Item 1 - Business--Risk Factors--Risks
Related to Our Business--Environmental regulation imposes substantial costs and
limitations on our operations" and "Item 13 - Certain Relationships and Related
Transactions" of the Company's most recent annual report on Form 10-K and in
"Item 1 - Legal Proceedings," of each quarterly report on Form 10-Q included or
incorporated by reference in the Final Memorandum, in each case fairly summarize
in all material respects such matters, documents or proceedings.

         O.       The statements in the Final Memorandum under the caption
"United States Federal Income Tax Considerations," insofar as such statements
constitute a summary of the United States federal tax laws referred to therein,
are accurate and fairly summarize in all material respects the United States
federal tax laws referred to therein.

         P.       Such counsel (i) is of the opinion that each document
incorporated by reference in the Final Memorandum (except for financial
statements and schedules and other financial and statistical data included
therein as to which such counsel need not express any opinion), complied as to
form when filed with the Commission in all material respects with the Exchange
Act and the rules and regulations of the Commission thereunder and (ii) has no
reason to believe that (except for financial statements and schedules and other
financial and statistical data as to which such counsel need not express any
belief) the Final Memorandum when issued contained, or as of the date such
opinion is delivered contains, any untrue statement of a material fact or
omitted or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.

         Q.       Based upon the representations, warranties and agreements of
the Company in the Placement Agreement and of the Placement Agents in the
Placement Agreement, it is not necessary in connection with the offer, sale and
delivery of the Securities to the Placement Agents under the Placement Agreement
or in connection with the initial resale of such Securities by the Placement
Agents in accordance with the Placement Agreement to register the Securities
under the Securities Act of 1933, as amended, or to qualify the Indenture under
the Trust Indenture Act of 1939, it being understood that no opinion is
expressed as to any subsequent resale of any Security.


                                      A-3


         R.       Each of the Company and its subsidiaries has all necessary
certificates, orders, permits, licenses, authorizations, consents and approvals
of and from, and has made all declarations and filings with, all federal, state
and local governmental authorities, all self-regulatory organizations and all
courts and tribunals, to own, lease, license and use its properties and assets
and to conduct its business in the manner described in the Final Memorandum, and
neither the Company nor any of its subsidiaries has received any notice of
proceedings relating to revocation or modification of any such certificates,
orders, permits, licenses, authorizations, consents or approvals, nor is the
Company or any of its subsidiaries in violation of, or in default under, any
federal, state or local law, regulation, rule, decree, order or judgment
applicable to the Company or any of its subsidiaries the effect of which, singly
or in the aggregate, would have a material adverse effect on the prospects,
condition, financial or otherwise, or in the earnings, business or operations of
the Company and its subsidiaries, taken as a whole, except as described in the
Final Memorandum.

         With respect to paragraph P above, counsel may state that his or her
opinion and belief are based upon his or her participation in the preparation of
the Final Memorandum (and any amendments or supplements thereto), and review and
discussion of the contents thereof and review of the documents incorporated by
reference therein, but are without independent check or verification except with
respect to paragraphs N and O.


                                      A-4


                                   EXHIBIT B


         OPINION OF NEW YORK COUNSEL FOR THE COMPANY AND THE GUARANTORS

         Attach draft opinion of the New York counsel for the Company and the
Guarantors to be delivered pursuant to Section 5(d) of the Placement Agreement
to the effect that:

         A.       Assuming the Securities have been duly authorized, executed
and delivered by the parties thereto, the Securities are valid and binding
obligations of the Company, enforceable in accordance with their terms, subject
to applicable bankruptcy, insolvency or similar laws affecting creditors' rights
generally and general principles of equity, and will be entitled to the benefits
of the Indenture and the Registration Rights Agreement.

         B.       Assuming the Guarantees have been duly authorized, executed
and delivered by the parties thereto, the Guarantees are valid and binding
agreements of the Guarantors enforceable against the Guarantors in accordance
with its terms, subject to applicable bankruptcy, insolvency or similar laws
affecting creditors' rights generally and general principles of equity, and will
be entitled to the benefits of the Indenture and the Registration Rights
Agreement.

         C.       Assuming the Indenture has been duly authorized, executed and
delivered by the parties thereto, the Indenture is a valid and binding agreement
of the Company and the Guarantors, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency or similar laws affecting
creditors' rights generally and general principles of equity.

         D.       Assuming the Registration Rights Agreement has been duly
authorized, executed and delivered by the parties thereto, the Registration
Rights Agreement is a valid and binding agreement of the Company and the
Guarantors, enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency or similar laws affecting creditors' rights generally and
general principles of equity and except as rights to indemnification and
contribution under the Registration Rights Agreement may be limited under
applicable law.

         E.       Assuming the Sixth Amendment has been duly authorized,
executed and delivered by the parties thereto, the Sixth Amendment is a valid
and binding agreement of the Company and the Guarantors, enforceable in
accordance with its terms, subject to applicable bankruptcy, insolvency or
similar laws affecting creditors' rights generally and general principles of
equity.


                                      B-1

EX-99.1

EXHIBIT 99.1

LETTER OF TRANSMITTAL

to Exchange All of the Outstanding
9 1/2% Senior Notes Due 2009

FOR

9 1/2% Senior Notes Due 2009
Registered Under the Securities Act of 1933,

OF

STEEL DYNAMICS, INC.

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON JUNE 15, 2004 (THE “EXPIRATION DATE”) UNLESS EXTENDED BY
STEEL DYNAMICS, INC.

The Bank of New York Trust Company, N.A.

By Registered or Certified Mail:	By Hand or Overnight Courier:
The Bank of New York Trust Company, N.A. c/o BNY Midwest Trust Company 2 North LaSalle Street, Suite 1020 Chicago, Illinois 60602	The Bank of New York Trust Company, N.A. c/o The Bank of New York 101 Barclay Street New York, New York 10286

By Facsimile:

312-827-8542
(For Eligible Institutions Only)

By Telephone:

312-827-8546

Delivery of this letter of transmittal to an address other than as set forth above or transmission via a facsimile transmission to a number other than as set forth above will not constitute a valid delivery.

The undersigned acknowledges receipt of the Prospectus dated May 17, 2004 (the “Prospectus”) of Steel Dynamics, Inc. (the “Company”), and this Letter of Transmittal (the “Letter of Transmittal”), which together describe the Company’s offer (the “Exchange Offer”) to exchange $1,000 in principal amount of its 9 1/2% Notes due 2009 that have been registered under the Securities Act of 1933, as amended (the “Registered Notes”) for each $1,000 in principal amount of outstanding 9 1/2% Notes due 2009 (the “Old Notes”). The terms of the Registered Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Old Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Registered Notes are freely transferable by holders thereof (except as provided herein or in the Prospectus) and are not subject to any covenant regarding registration under the Securities Act of 1933, as amended (the “Securities Act”).

The undersigned has checked the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW. YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.

List below the Old Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and principal amounts should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF OLD NOTES
Name(s) and Addresses of Registered Holder(s)	Certificate Number(s)	Aggregate Principal Amount Represented By Old Notes*	Principal Amount Tendered**
		$	$
		$	$
		$	$

* Need not be completed by book-entry holders.

** Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount represented by such Old Notes. See Instruction 2.

This Letter of Transmittal is to be used either if certificates representing Old Notes are to be forwarded herewith or if delivery of Old Notes is to be made by book-entry transfer to an account maintained by the Exchange Agent at the Depository Trust Company (the “Book-Entry Transfer Facility”), pursuant to the procedures set forth in the Prospectus under the caption “The Exchange Offer — Procedures for Tendering.” Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent.

Holders whose Old Notes are not immediately available or who cannot deliver their Old Notes and all other documents required hereby to the Exchange Agent on or prior to the Expiration Date must tender their Old Notes according to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer — Procedures for Tendering.”

	CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
	Name of Tendering Institution(s)
	The Depository Trust Company Account Number
	Transaction Code Number
	CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
	Name of Registered Holder(s)
	Name of Eligible Institution that Guaranteed Delivery
	Date of Execution of Notice of Guaranteed Delivery
	If Delivered by Book-Entry Transfer
	Account Number

2

CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE ADDITIONAL COPIES OF THE PROSPECTUS AND COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO:

Name

Address

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Registered Notes. If the undersigned is a broker-dealer that will receive Registered Notes for its own account in exchange for Old Notes that were acquired as result of market-making activities or other trading activities (other than Old Notes acquired directly from the Company), it acknowledges that it will deliver a prospectus in connection with any resale of such Registered Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. Any holder who is an “affiliate” of the Company or who has an arrangement or understanding with respect to the distribution of the Registered Notes to be acquired pursuant to the Exchange Offer, or any broker-dealer who purchased Old Notes from the Company to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements under the Securities Act.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

1.      Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the aggregate principal amount at maturity of Old Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Old Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Old Notes as are being tendered hereby.

2.      The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Old Notes tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Company. The undersigned hereby further represents that any Registered Notes acquired in exchange for Old Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such Registered Notes, whether or not such person is the undersigned, that neither the holder of such Old Notes nor any such other person is engaging in or intends to engage in a distribution of such Registered Notes, and that neither the holder of such Old Notes nor any such other person is an “affiliate,” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), of the Company.

3.      The undersigned also acknowledges that the Exchange Offer is being made in reliance on an interpretation, made to third parties, by the staff of the Securities and Exchange Commission (the “SEC”) that the Registered Notes issued in exchange for the Old Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Registered Notes are acquired in the ordinary course of such holders’ business, such holders are not engaging in and do not intend to engage in the distribution of such Registered Notes and such holders have no arrangements with any person to participate in the distribution of such Registered Notes. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Registered Notes. If the undersigned is a broker-dealer that will receive Registered Notes for its own account

3

in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of such Registered Notes. However, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

4.      The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Old Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in the Prospectus under the caption “The Exchange Offer — Withdrawal Rights.” See Instruction 9.

5.      Unless otherwise indicated in the box entitled “Special Issuance Instructions” below, please issue the Registered Notes (and, if applicable, substitute certificates representing Old Notes for any Old Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of Old Notes, please credit the account indicated above maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, please send the Registered Notes (and, if applicable, substitute certificates representing Old Notes for any Old Notes not exchanged) to the undersigned at the address shown above in the box entitled “Description of Old Notes.”

THE UNDERSIGNED ACKNOWLEDGES THAT THE EXCHANGE OFFER IS SUBJECT TO THE MORE DETAILED TERMS SET FORTH IN THE PROSPECTUS AND, IN CASE OF ANY CONFLICT BETWEEN THE TERMS OF THE PROSPECTUS AND THIS LETTER, THE TERMS OF THE PROSPECTUS SHALL PREVAIL.

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF OLD NOTES” ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS SET FORTH IN SUCH BOX ABOVE.

4

SPECIAL ISSUANCE INSTRUCTIONS

To be completed ONLY if certificates for old notes not exchanged and/or Exchange Notes are to be issued in the name of someone other than the person or persons whose signature(s) appear(s) on this letter below, or if old notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above.

Issue Exchange Notes and/or Old Notes to:
Name(s)*
	(Please type or print)
Name(s)*
	(Please type or print)
Address:

* (Such person(s) must properly complete a Substitute Form W-9, a Form W-8BEN, a Form W-8ECI, or a Form W-8IMY)

Credit unchanged Old Notes delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below.

Book-Entry Transfer Facility
Account Number, if applicable)

SPECIAL DELIVERY INSTRUCTIONS

To be completed ONLY if certificates for old notes not exchanged and/or Exchange Notes are to be sent to someone other than the person or persons whose signature(s) appear(s) on this letter below or to such person or persons at an address other than shown in the box entitled “Description of Old Notes” on this letter above.

Mail Exchange Notes and/or Old Notes to:
Name(s)*
	(Please type or print)
Name(s)*
	(Please type or print)
Address:

* (Such person(s) must properly complete a Substitute Form W-9, a Form W-8BEN, a Form W-8ECI, or a Form W-8IMY

5

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.

PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)

X
X
X
Signature(s) of Owner	Date

Area Code and Telephone Number:           (          )

If a holder is tendering any Old Notes, this Letter must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the Old Notes or by any person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 3.

Name(s):

Capacity:

Address:

SIGNATURE GUARANTEE
(if required by Instruction 3)

Signature(s) Guaranteed by an Eligible Institution:

(Authorized Signature)

(Title)

(Name and Firm)

INSTRUCTIONS

1.      Delivery of this Letter and Notes, Guaranteed Delivery Procedures. This Letter is to be completed by holders of Old Notes either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in the Prospectus under the caption “The Exchange Offer — Book-Entry Transfer.” Certificates for all physically tendered Old Notes, or Book-Entry Confirmation, as the case may be, as well as a properly completed and duly executed Letter (or manually signed facsimile thereof), with any required signature guarantees, and any other documents required by this Letter, must be received by the Exchange Agent at the address set forth herein on or prior to the Expiration Date, or the tendering holder must comply with the guaranteed delivery procedures set forth below. Old Notes tendered hereby must be in denominations or principal amount at maturity of $1,000 or any integral multiple thereof.

Noteholders whose certificates for Old Notes are not immediately available or who cannot deliver their certificates and any other required documents to the Exchange Agent on or prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Old Notes pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer — Guaranteed Delivery Procedures.” Pursuant to such procedures, (i) such tender must be made through an Eligible Institution (as defined below), (ii) on or prior to 5:00 p.m., New York City time, on the

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Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed Letter (or a facsimile thereof) and Notice of Guaranteed Delivery, substantially in the form provided by the Company (by facsimile transmission, mail or hand delivery), setting forth the name and address of the holder of Old Notes and the amount of Old Notes tendered, stating that the tender is being made thereby and guaranteeing that within three trading days after the date of execution of the Notice of Guaranteed Delivery, the certificates for all physically tendered Old Notes in proper form for transfer, or a Book-Entry Confirmation, as the case may be, and any other documents required by this Letter will be deposited by the Eligible Institution with the Exchange Agent, and (iii) the certificates for all physically tendered Old Notes, in proper form for transfer, or Book-Entry Confirmation, as the case may be, and all other documents required by this Letter, must be received by the Exchange Agent within three trading days after the date of execution of the Notice of Guaranteed Delivery.

The method of delivery of this Letter, the Old Notes and all other required documents is at the election and risk of the tendering holders, but the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. Instead of delivery by mail it is recommended that holders use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date. No Letter of Transmittal or Old Notes should be sent to the Company.

See “The Exchange Offer” section in the Prospectus.

2.      Partial Tenders. If less than all of the Old Notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount at maturity of Old Notes to be tendered in the box above entitled “Description of Old Notes” under “Principal Amount Tendered.” A reissued certificate representing the balance of nontendered Old Notes of a tendering holder who physically delivered Old Notes will be sent to such tendering holder, unless otherwise provided in the appropriate box on this Letter, promptly after the Expiration Date. All of the Old Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

3.      Signatures on this Letter, Bond Powers and Endorsements, Guarantee of Signatures. If this Letter is signed by the registered holder of the Old Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates without any change whatsoever.

If any tendered Old Notes are owned of record by two or more joint owners, all such owners must sign this Letter.

If any tendered Old Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter as there are different registrations of certificates.

When this Letter is signed by the registered holder or holders of the Old Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the Registered Notes are to be issued, or any untendered Old Notes are to be reissued, to a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificate(s) or bond powers must be guaranteed by an Eligible Institution.

If this Letter is signed by a person other than the registered holder or holders of any certificate(s) specified herein, such certificates must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the certificate(s) and signatures on such certificates(s) or bond powers must be guaranteed by an Eligible Institution.

If this Letter or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority to so act must be submitted with this Letter.

Endorsements on certificates for Old Notes or signatures on bond powers required by this Instruction 3 must be guaranteed by a financial institution (including most banks, savings and loan associations and

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brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program (each an “Eligible Institution” and collectively, “Eligible Institutions”).

Signatures on the Letter need not be guaranteed by an Eligible Institution if (A) the Old Notes are tendered (i) by a registered holder of Old Notes (which term, for purposes of the Exchange Offer, includes any participant in the Book-Entry Transfer Facility system whose name appears on a security position listing as the holder of such Old Notes) who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on this Letter, or (ii) for the account of an Eligible Institution and (B) the box entitled “Special Registration Instructions” on this Letter has not been completed.

4.      Special Issuance and Delivery Instructions. Tendering holders of Old Notes should indicate in the applicable box the name and address to which Registered Notes issued pursuant to the Exchange Offer and/or substitute certificates evidencing Old Notes not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated and such person named must properly complete a Substitute Form W-9, a Form W-8BEN, a Form W-8ECI, or a Form W-8IMY. Noteholders tendering Old Notes by book-entry transfer may request that Old Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such noteholder may designate hereon. If no such instructions are given, such Notes not exchanged will be returned to the name and address of the person signing this Letter.

5.      Transfer Taxes. The Company will pay all transfer taxes, if any, applicable to the transfer of Old Notes to it or its order pursuant to the Exchange Offer. If, however, Registered Notes and/or substitute Old Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the Old Notes tendered hereby, or if tendered Old Notes are registered in the name of any person other than the person signing this Letter, or if a transfer tax is imposed for any reason other than the transfer of Old Notes to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder.

6.      Waiver of Conditions. The Company reserves the absolute right to waive satisfaction of any or all conditions enumerated in the Prospectus.

7.      No Conditional Tenders. No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Old Notes, by execution of this Letter, shall waive any right to receive notice of the acceptance of their Old Notes for exchange.

      Although the Company intends to notify holders of defects or irregularities with respect to tenders of Old Notes, neither the Company, the Exchange Agent nor any other person shall incur any liability for failure to give any such notice.

8.      Mutilated, Lost, Stolen or Destroyed Old Notes. Any holder whose Old Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions.

9.      Withdrawal of Tenders. Tenders of Old Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

For a withdrawal of a tender of Old Notes to be effective, a written or facsimile transmission notice of withdrawal must be received by the Exchange Agent at its address set forth above prior to 5:00 p.m., New York City time, on the Expiration Date. Any such notice of withdrawal must (i) specify the name of the person having deposited the Old Notes to be withdrawn (the “Depositor”), (ii) identify the Old Notes to be withdrawn (including the certificate number or numbers and principal amount of such Old Notes), (iii) be signed by the holder in the same manner as the original signature on this Letter by which such Old Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the trustee under the Indenture pursuant to which the Old Notes were issued register the transfer of such Old Notes into the name of the person withdrawing the tender, and (iv) specify the name in

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which any such Old Notes are to be registered, if different from that of the Depositor. Any Old Notes so properly withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Old Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder as soon as practicable after withdrawal, rejection of tender, or termination of the Exchange Offer. Properly withdrawn Old Notes may be retendered by following the procedures described above at any time on or prior to 5:00 p.m., New York City time, on the Expiration Date.

All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Old Notes will be determined by the Company in its sole discretion, which determination will be final and binding. The Company reserves the absolute right to reject any and all Old Notes not properly tendered or any Old Notes the Company’s acceptance of which would, in the opinion of counsel for the Company, be unlawful. The Company also reserves the right to waive any defects, irregularities, or conditions of tender as to particular Old Notes. The Company’s interpretation of the terms and conditions of the Exchange Offer (including the instructions of this Letter) will be final and binding on all parties.

10.      Requests for Assistance or Additional Copies. Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus, this Letter and other related documents may be directed to the Exchange Agent, at the address and telephone number indicated above.

IMPORTANT TAX INFORMATION

Each prospective holder of Registered Notes should complete the attached Substitute Form W-9. Under current federal income tax law, a holder of Registered Notes is required to provide the correct taxpayer identification number (“TIN”) on Substitute Form W-9 or otherwise establish a basis for exemption from backup withholding to prevent any backup withholding on any payments received in respect of the Registered Notes. If a holder of Registered Notes is an individual, the TIN is such holder’s social security number. If the correct taxpayer identification number is not provided, a holder of Registered Notes may be subject to a $50 penalty imposed by the Internal Revenue Service.

Certain holders of Registered Notes (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. Exempt prospective holders of Registered Notes should indicate their exempt status on Substitute Form W-9. A foreign individual may qualify as an exempt recipient by submitting to the Exchange Agent the appropriate Internal Revenue Service Form W-8 (e.g., W-8BEN, Form W-8ECI or Form W-8IMY), properly completed and signed under penalty of perjury, attesting to the holder’s exempt status. The appropriate W-8 will be provided by the Exchange Agent upon request. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional instructions.

If backup withholding applies, up to 30.5% of any “reportable payment” made to the holder of Registered Notes or other payee must be withheld. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service, provided the requisite information is supplied.

Purpose of Substitute Form W-9

To prevent backup withholding with respect to any payments received in respect of the Registered Notes, each prospective holder of Registered Notes to be issued pursuant to Special Issuance Instructions should provide the Exchange Agent with either: (i) such prospective holder’s correct TIN by completing the form below, certifying that the TIN provided on Substitute Form W-9 is correct (or that such prospective holder is awaiting a TIN), that such prospective holder is a U.S. person (including a U.S. resident alien), and that (A) such prospective holder has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of a failure to report all interest or dividends or (B) the Internal Revenue Service has notified such prospective holder that he or she is no longer subject to backup withholding; or (ii) an adequate basis for exemption.

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What Number to Give the Exchange Agent

The prospective holder of Registered Notes to be issued pursuant to Special Issuance Instructions is required to give the Exchange Agent the TIN (e.g., social security number or employer identification number) of the prospective record owner of the Registered Notes. If the Registered Notes will be held in more than one name or are not held in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance regarding which number to report.

PAYOR’S NAME: Steel Dynamics, Inc.

	Part 1 – PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW	Social Security Number(s) or Employer Identification Number(s)
SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service	Part 2 – Certification – Under penalties of perjury, I certify that: (1) the number shown on this form is my current taxpayer identification number (or I am waiting for a number to be issued to me), (2) I am not subject to backup withholding either because I am exempt from backup withholding, I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. person (including a U.S. resident alien).
Payor’s Request for Taxpayer Identification Number (TIN)	Certificate Instructions – You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you are subject to backup withholding you receive another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2).	Part 3 [•] Awaiting TIN

Signature Date

NOTE: FAILURE BY A PROSPECTIVE HOLDER OF REGISTERED NOTES TO BE ISSUED

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PURSUANT TO THE SPECIAL ISSUANCE INSTRUCTIONS ABOVE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF UP TO 30.5% OF ALL PAYMENTS MADE TO YOU IN RESPECT OF THE REGISTERED NOTES DELIVERABLE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU CHECKED THE BOX IN
PART 3 OF SUBSTITUTE FORM W-9

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (b) I intend to mail or deliver such an application in the near future. I understand that if I do not provide a taxpayer identification number within sixty (60) days, up to 30.5% of all reportable payments made to me will be withheld until I provide such a number.

Signature	Date
		, 2004

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EX-99.2

EXHIBIT 99.2

NOTICE OF GUARANTEED DELIVERY

Steel Dynamics, Inc.
Offer to Exchange
All of the Outstanding
9 1/2% Senior Notes Due 2009

FOR

9 1/2% Senior Notes Due 2009 Registered Under the Securities Act of 1933,

This form or one substantially equivalent hereto must be used by registered holders of outstanding 9 1/2% Senior Notes due 2009 (the “Old Notes”) who wish to tender their Old Notes in exchange for a like principal amount of 9 1/2% Notes due 2009 that have been registered under the Securities Act of 1933 (the “Registered Notes”) pursuant to the exchange offer described in the Prospectus dated May 17, 2004 (the “Prospectus”) if the holder’s Old Notes are not immediately available or if such holder cannot deliver its Old Notes and Letter of Transmittal (and any other documents required by the Letter of Transmittal) to The Bank of New York Trust Company, N.A. (the “Exchange Agent”) prior to 5:00 p.m., New York City time, on June 15, 2004. This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight courier) or mail to the Exchange Agent. See “The Exchange Offer — Procedures for Tendering — Guaranteed Delivery Procedures” in the Prospectus.

The Exchange Agent for the Exchange Offer is:

The Bank of New York Trust Company, N.A.

By Registered or Certified Mail:	By Hand or Overnight Courier:
The Bank of New York Trust Company, N.A. c/o BNY Midwest Trust Company 2 North LaSalle Street, Suite 1020 Chicago, Illinois 60602	The Bank of New York Trust Company, N.A. c/o The Bank of New York 101 Barclay Street New York, New York 10286

By Facsimile:

312-827-8542
(For Eligible Institutions Only)

By Telephone:

312-827-8546

Delivery of this notice of guaranteed delivery to an address other than as set forth above or transmission via a facsimile transmission to a number other than as set forth above will not constitute a valid delivery.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an eligible institution (as defined in the Prospectus), such signature guarantee must appear in the applicable space provided on the Letter of Transmittal for Guarantee of Signatures.

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Ladies and Gentlemen:

The undersigned hereby tenders to Steel Dynamics, Inc. (the “Company”) the principal amount of Old Notes indicated below, upon the terms and subject to the conditions contained in the Prospectus, receipt of which is hereby acknowledged.

DESCRIPTION OF SECURITIES TENDERED
Name of Tendering Holder	Name and Address of Registered Holder as it appears on the Old Notes (Please Print)	Certificate Number(s) for Old Notes Tendered	Principal Amount Of Old Notes Tendered

Please sign here
X
X
X
Signature(s) of Owner	Date

Must be signed by the holder(s) of Old Notes as their name(s) appear(s) on certificates for Old Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below.

Please print name(s) and address(es)

 Name(s):

 Capacity:

 Address:

The Depository Trust Company

(Check if Old Notes will be tendered by book-entry transfer)

Account Number:

THE GUARANTEE ON THE FOLLOWING PAGE MUST BE COMPLETED.

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THE FOLLOWING GUARANTEE MUST BE COMPLETED

GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a member of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees to deliver to the Exchange Agent at one of its addresses set forth above, the certificates representing the Old Notes (or a confirmation of book-entry transfer of such Old Notes into the Exchange Agent’s account at The Depository Trust Company), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guaranteed, and any other documents required by the Letter of Transmittal within three NYSE trading days after the date of execution of this Notice of Guaranteed Delivery.

Name of Firm:
	(Authorized signature)
Address:	Title:
(Zip Code)	Name:
		(Please type or print)
	Date:
Area Code and Telephone Number

NOTE: DO NOT SEND OLD NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. OLD NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

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