10-K

2006

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
x	OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2006
	OR
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
	For the transition period from              to
	Commission File No. 1-9117

RYERSON INC.

(Exact name of registrant as specified in its charter)

Delaware (State of Incorporation)	36-3425828 (I.R.S. Employer Identification No.)
2621 West 15th Place, Chicago, Illinois (Address of Principal executive offices)	60608 (Zip Code)

Registrant’s telephone number, including area code: (773) 762-2121

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of exchange on which registered
Common Stock ($1.00 par value), including Preferred Stock Purchase Rights	New York Stock Exchange, Inc.

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨    No x

Indicate by Check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨    No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x    No ¨.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Exchange Act Rule 12b-2).

Large accelerated filer  ¨        Accelerated filer  x        Non-accelerated filer  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨    No x

The aggregate market value of the voting stock of the registrant held by non-affiliates of the registrant was approximately $696,582,000 as of June 30, 2006.(1)

The number of shares of Common Stock ($1.00 par value) of the registrant outstanding as of February 28, 2007 was 26,475,466.

(1) Excluding stock held by directors and executive officers of registrant, without admission of affiliate status of such individuals for any other purpose.

DOCUMENTS INCORPORATED BY REFERENCE

Part III of this Report on Form 10-K incorporates by reference certain information from the registrant’s definitive Proxy Statement that will be furnished to stockholders in connection with the Company’s 2007 Annual Meeting of Stockholders.

This Annual Report on Form 10-K contains statements which constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements appear in a number of places, including Item 1. “Business,” Item 3. “Legal Proceedings” and Item 7. “Management’s Discussion and Analysis of Financial Conditions and Results of Operations.” Such statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “estimates,” “will,” “should,” “plans” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements as a result of various factors. Among the factors that significantly impact the metals distribution industry and the Company’s business are: cyclicality of our business, due to the cyclical nature of our customers’ businesses; managing the costs of purchased metals relative to the price at which we sell our products during periods of rapid price escalation, when we may not be able to pass through pricing increases fully to our customers quickly enough to maintain desirable gross margins; managing inventory and other costs and expenses; consolidation in the metals manufacturing industry, from which we purchase product, which could limit our ability to effectively negotiate and manage costs of inventory or cause material shortages, either of which would impact profitability; remaining competitive and maintaining market share in the highly fragmented metals distribution industry, in which price is a competitive tool and in which customers who purchase commodity products are often able to source metals from a variety of sources; whether our growth strategies, including our marketing programs and acquisitions, will generate sufficient additional sales to increase our market share or profitability; whether we can integrate acquisitions such as Integris Metal successfully without loss of key employees or customers; the timing and cost of our consolidation of our multiple information technology platforms to a single SAP platform, particularly in light of the number of facilities acquired when we purchased Integris Metals; our customer base, which, unlike many of our competitors, contains a substantial percentage of large customers, so that the potential loss of one or more large customers could negatively impact tonnage sold and our profitability; our substantial debt, with a debt-to-capitalization ratio of 65% at December 31, 2006, with $188 million available under our credit facility and with $325 million in outstanding notes; and a risk of a change in control that would significantly constrain its working capital and cash flows. This report identifies other factors that could cause such differences (see Item 1A. “Risk Factors” herein). No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

TABLE OF CONTENTS

Note Regarding Forward-Looking Statements

		Page
	PART I
Item 1.	Business	1
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	16
Item 2.	Properties	16
Item 3.	Legal Proceedings	19
Item 4.	Submission of Matters to a Vote of Security Holders	19
	Executive Officers of the Registrant	20
	PART II
Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	22
Item 6.	Selected Financial Data	23
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	46
Item 8.	Financial Statements and Supplementary Data	46
	Reports of Independent Registered Public Accounting Firms	47
	Notes to Consolidated Financial Statements	54
	Financial Statement Schedule	94
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	95
Item 9A.	Controls and Procedures	95
	Management’s Report on Internal Control Over Financial Reporting	95
Item 9B.	Other Information	97
	PART III
Item 10.	Directors and Executive Officers of the Registrant	98
Item 11.	Executive Compensation	99
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	99
Item 13.	Certain Relationships and Related Transactions	100
Item 14.	Principal Accounting Fees and Services	100
	PART IV
Item 15.	Exhibits and Financial Statement Schedules	100

PART I

ITEM 1.    BUSINESS.

Ryerson Inc. (“Ryerson”), formerly Ryerson Tull, Inc., a Delaware corporation, is the sole stockholder of Joseph T. Ryerson & Son, Inc. (“JT Ryerson”), a Delaware corporation, and of Ryerson Canada, Inc., a Canadian federal corporation (“Ryerson Canada”). Unless the context indicates otherwise, Ryerson, JT Ryerson, and Ryerson Canada, together with their subsidiaries, are collectively referred to herein as “we”, “us”, “our” or the “Company”. The Company also owns certain joint venture interests, which are not material, in certain foreign operations discussed below.

On January 4, 2005, Ryerson acquired all of the capital stock of Integris Metals, Inc. (“Integris Metals”) for a cash purchase price of $410 million, plus assumption of approximately $234 million of Integris Metals’ debt. Integris Metals was the fourth largest metals service center in North America with leading market positions in aluminum and stainless steel.

Effective January 1, 2006, Ryerson’s operating subsidiaries J. M. Tull Metals Company, Inc (“Tull”), J&F Steel, LLC (“J&F”), and Integris Metals, Inc. and its U.S. subsidiaries (collectively, IM-US) merged into JT Ryerson. Effective October 4, 2006, JT Ryerson acquired Lancaster Steel Service Company, Inc., a New York corporation (“Lancaster Steel”).

Effective January 1, 2007, Ryerson’s operating subsidiaries Integris Metals, Ltd., a Canadian federal corporation (“IM-Canada”) and Ryerson Canada, Inc., an Ontario corporation, were amalgamated as Ryerson Canada.

The Company was comprised of JT Ryerson, Tull, and Ryerson Canada until January 4, 2005. After that date and until the January 1, 2006 merger of certain of its operating subsidiaries as described above, the Company was comprised of JT Ryerson, Tull, IM-US., J&F, IM-Canada and Ryerson Canada. From January 1, 2006, through year-end 2006, the Company was comprised of JT Ryerson (including its subsidiary Lancaster Steel), IM-Canada and Ryerson Canada, leading metals distribution and materials processing organizations. As of January 1, 2007, the Company is comprised of JT Ryerson and Ryerson Canada.

Operations

The Company is engaged in materials distribution in the United States, Canada, Mexico, India and China. The Company conducts its operations in the United States through its operating subsidiary JT Ryerson, which merged with the Company’s other U.S. operating subsidiaries, IM-U.S., J&F and Tull, effective January 1, 2006; in Canada through Ryerson Canada, Inc. and Integris Metals, Ltd., which amalgamated, effective January 1, 2007, as Ryerson Canada, Inc.; in Mexico through Coryer, S.A. de C.V., a joint venture with G. Collado S.A. de C.V.; in India through Tata Ryerson Limited, a joint venture with the Tata Iron & Steel Corporation, an integrated steel manufacturer in India; in China through VSC-Ryerson China Limited, a joint venture with Van Shung Chong Holdings Limited, a Hong Kong Stock Exchange listed company. The Company is organized into business units along product lines. The Company is a leading metals service center in the United States based on sales, with 2006 sales of $5.9 billion. The Company distributes and processes metals and other materials throughout the continental United States and is among the largest purchasers of steel in the United States.

Industry Overview

Primary steel producers typically sell steel in the form of standard-sized coils, sheets, plates, structurals, bars and tubes, and generally sell in large volumes with long lead times for production and delivery. Other primary metals producers, such as producers of stainless steel and aluminum, also typically sell their products in large volumes with long lead times for production and delivery. However, many customers seek to purchase metals with customized specifications, including value-added processing, in smaller volumes, on shorter lead

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times and with more reliable delivery than primary metals producers are able to provide. Metals service centers act as intermediaries between primary metals producers and customers by purchasing metals in a variety of shapes and sizes from primary metals producers in large volumes, allowing metals service centers to take advantage of producer economies of scale resulting in lower costs of materials purchased, and engaging in a variety of distribution and value-added processing operations to meet the demands of specific customers. Because metals service centers purchase metals from a number of primary producers, they can maintain a consistent supply of various types of metal used by their customers. By purchasing products from metals service centers, customers may be able to lower their inventory levels, decrease the time between the placement of an order and receipt of materials and reduce internal expenses, thereby lowering their total cost of raw or semi-finished materials.

The metals service center industry is cyclical, impacted both by market demand and metals supply. Periods of strong and weak market demand principally are due to the cyclical nature of the industries in which the largest consumers of metals operate. Any significant slowdown in one or more of those industries can have a material adverse effect on the demand for metals, resulting in lower prices for metals and reduced profitability for metals service centers, including the Company. Metals prices and metals service center profitability generally improve as metal-consuming industries recover from economic downturns. However, excess supply of metals can, even in periods of strong demand, result in lower prices for metals and adversely impact profitability.

The industry is comprised of many companies, the majority of which have operations limited as to product line and size of inventory, with customers located in a specific geographic area. The industry is highly fragmented, consisting of a large number of small companies and a few relatively large companies. In general, competition is based on quality, service, price and geographic proximity.

The industry is divided into three major groups: general line service centers, specialized service centers, and processing centers, each of which targets different market segments. General line service centers handle a broad line of metals products and tend to concentrate on distribution rather than processing. General line service centers range in size from one location to a nationwide network of locations. For general line service centers, individual order size in terms of dollars and tons tends to be small relative to processing centers, while the total number of orders is typically very high. Specialized service centers focus their activities on a narrower range of product and service offerings than general line companies. Such service centers provide a narrower range of services to their customers and emphasize product expertise and lower operating costs, while maintaining a moderate level of investment in processing equipment. Processing centers typically process large quantities of steel purchased from primary producers for resale to large industrial customers, such as the automotive industry. Because orders are typically large, operation of a processing center requires a significant investment in processing equipment.

The Company competes with many other general line service centers, specialized service centers and processing centers on a regional and local basis, some of which may have greater financial resources and flexibility than the Company. The Company also competes to a lesser extent with primary steel producers. Primary steel producers typically sell to very large customers that require regular shipments of large volumes of steel. Although these large customers sometimes use metals service centers to supply a portion of their metals needs, metals service center customers typically are consumers of smaller volumes of metals than are customers of primary steel producers. Although the Company purchases from foreign steelmakers, some of the Company’s competitors purchase a higher percentage of metals than the Company from foreign steelmakers. Such competitors may benefit from favorable exchange rates or other economic or regulatory factors that may result in a competitive advantage. This competitive advantage may be offset somewhat by higher transportation costs and less dependable delivery times associated with importing metals into the United States. Excess capacity of metals relative to demand in the industry from mid-1995 through late 2003 led to a weakening in prices. Notwithstanding brief periods of price increases, the Company was generally reducing its prices from mid-1995 through late 2003 to remain competitive. Demand also was impacted by a cyclical downturn in the U.S. economy, impacting the Company’s business through decreasing volumes and declining prices starting in the second half of 2000 and continuing through the third quarter of 2003. Since the fourth quarter of 2003, the

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Company has experienced an increase in demand and prices for its products. In 2004, metals producers imposed material surcharges, increased prices and placed supply constraints on certain materials, due to global economic factors including increased demand from China and in the United States, decreased imports into the United States, and consolidation in the steelmaking industry. The metals service center industry experienced a significant recovery in 2004 through 2006, due to global economic factors including increased demand from China and in the United States, decreased imports into the United States, and consolidation in the steelmaking industry, and a rebounding of the U.S. manufacturing sector, all of which combined to substantially increase metals selling prices from 2003 levels. Heading into 2007, although high inventory levels throughout the supply chain in late 2006 will likely put downward pressure on the industry and the Company sales volume for at least the first quarter of 2007, overall business conditions appear to generally be favorable with an expectation of reasonably stable demand.

Products and Services

The Company carries a full line of carbon steel, stainless steel, alloy steels and aluminum, and a limited line of nickel and red metals. These materials are inventoried in a number of shapes, including coils, sheets, rounds, hexagons, square and flat bars, plates, structurals and tubing.

The following table shows the Company’s percentage of sales by major product lines for 2006, 2005 and 2004:

	Percentage of Sales
Product Line	2006		2005		2004
Stainless and aluminum	52	%	50	%	31	%
Carbon flat rolled	25		26		39
Bars, tubing and structurals	9		10		13
Fabricated and carbon plate	9		9		14
Other	5		5		3
Total	100	%	100	%	100	%

More than one-half of the materials sold by the Company are processed. The Company uses techniques such as sawing, slitting, blanking, pickling, cutting to length, leveling, flame cutting, laser cutting, edge trimming, edge rolling, fabricating, polishing, shearing and grinding to process materials to specified thickness, length, width, shape and surface quality pursuant to specific customer orders. Among the most common processing techniques used by the Company are pickling, a chemical process using an acidic solution to remove surface oxide, commonly called “scale,” from steel which develops after the steel is hot rolled; slitting, which is cutting coiled metals to specified widths along the length of the coil; and leveling, which is flattening metals and cutting them to exact lengths. The Company also uses third-party fabricators to outsource certain processes that the Company is not able to perform internally (such as pickling, painting, forming and drilling) to enhance the Company’s value-added services.

The plate burning and fabrication processes are particularly important to the Company. These processes require sophisticated and expensive processing equipment. As a result, rather than making investments in such equipment, manufacturers have increasingly outsourced these processes to metals service centers.

As part of securing customer orders, the Company also provides technical services to its customers to assure the most cost effective material application while maintaining or improving the customers’ product quality.

The Company’s services include: just-in-time inventory programs, production of kits containing multiple products for ease of assembly by the customer, the provision of Company-owned materials to the customer and the placement of Company employees at a customer’s site for inventory management, and production and

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technical assistance. The Company also provides special stocking programs in which products that would not otherwise be stocked by the Company are held in inventory to meet certain customers’ needs. These services are designed to reduce customers’ costs by minimizing their investment in inventory and improving their production efficiency.

Customers

The Company’s customer base is diverse, numbering over 40,000. No single customer accounted for more than 10 percent of Company sales in 2006, and the top ten customers accounted for approximately 14 percent of its sales in 2006. Substantially all of the Company’s sales are attributable to its U.S. operations and substantially all of its long-lived assets are located in the United States. The only operations attributed to a foreign country relate to the Company’s subsidiaries in Canada, which comprised 9 percent, 8 percent and 3 percent of the Company’s sales in 2006, 2005 and 2004, respectively. Canadian assets were 9 percent, 9 percent and 3 percent of consolidated assets at December 31, 2006, 2005 and 2004, respectively. The Company’s customer base includes most metal-consuming industries, most of which are cyclical. The following table shows the Company’s percentage of sales by class of customers for 2006, 2005 and 2004:

	Percentage of Sales
Class of Customer	2006		2005		2004
Fabricated metal products producers	28	%	27	%	26	%
Machinery manufacturers	27		31		34
Electrical machinery producers	13		13		17
Transportation equipment producers	11		10		8
Construction-related purchasers	6		5		5
Wholesale distributors	5		5		3
Metals mills and foundries	2		2		1
Other	8		7		6
Total	100	%	100	%	100	%

Some of the Company’s largest customers have procurement programs with the Company, typically ranging from three months to one year in duration. Pricing for these contracts is generally based on a pricing formula rather than a fixed price for the program duration. However, certain customer contracts are at fixed prices; in order to minimize its financial exposure, the Company generally matches these fixed-price sales programs with fixed-price supply programs. In general, sales to customers are priced at the time of sale based on prevailing market prices.

Suppliers

In 2006, the Company purchased approximately 3.5 million tons of materials from many suppliers, including mills located throughout the world. The Company’s top 25 suppliers accounted for 80 percent of 2006 purchase dollars.

The Company purchases the majority of its inventories at prevailing market prices from key suppliers with which it has established relationships to obtain improvements in price, quality, delivery and service. The Company is generally able to meet its materials requirements because it uses many suppliers, because there is a substantial overlap of product offerings from these suppliers, and because there are a number of other suppliers able to provide identical or similar products. Because of the competitive nature of the business, when metal prices increase due to product demand, mill surcharges, supplier consolidation or other factors that in turn lead to supply constraints or longer mill lead times, the Company may not be able to pass its increased material costs fully to customers. In recent years and continuing in 2006, there have been significant consolidations among suppliers of carbon steel, stainless steel, and aluminum. Continued consolidation among suppliers could lead to

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disruptions in the Company’s ability to meet its material requirements as the sources of our products become more concentrated from fewer producers. The Company believes it will be able to meet its material requirements because it believes it has good relationships with its suppliers and believes it will continue to be among the largest customers of its suppliers.

Sales and Marketing

The Company maintains its own sales force. In addition to its office sales staff, the Company markets and sells its products through the use of its field sales force that has extensive product and customer knowledge and through a comprehensive catalog of the Company’s products. The Company’s office and field sales staffs, which together consist of approximately 1,200 employees, include technical and metallurgical personnel. In addition, its corporate marketing department develops advertising materials and coordinates national product-specific promotions targeting industries serviced by the Company.

A portion of the Company’s customers experience seasonal slowdowns. The Company’s sales in the months of July, November and December traditionally have been lower than in other months because of a reduced number of shipping days and holiday or vacation closures for some customers. Consequently, the Company’s sales in the first two quarters of the year are usually higher than in the third and fourth quarters.

Capital Expenditures

In recent years the Company has made capital expenditures to maintain, improve and expand processing capabilities. Additions by the Company to property, plant and equipment, together with retirements for the five years ended December 31, 2006, excluding the initial purchase price of acquisitions, are set forth below. The net capital change during such period aggregated a reduction of $45.4 million.

	Additions		Retirements or Sale		Net
	(In millions)
2006	$	35.7	$	51.7	$	(16.0	)
2005		32.6		53.4		(20.8	)
2004		32.6		35.4		(2.8	)
2003		19.4		22.8		(3.4	)
2002		10.5		12.9		(2.4	)

The Company anticipates capital expenditures, excluding acquisitions, in the range of $50 million to $70 million for 2007. The Company expects capital expenditures will be funded from cash generated by operations.

Employees

As of December 31, 2006, the Company employed approximately 5,700 persons, of whom 2,700 were office employees and approximately 3,000 were plant employees. Fifty-three percent of the plant employees were members of various unions, including the United Steelworkers and the Teamsters. The Company’s relationship with the various unions generally has been good. There have been two work stoppages at Integris Metals’ facilities over the last five years (but prior to Ryerson’s acquisition of Integris Metals): a strike by the members of the International Brotherhood of Teamsters Local #221, covering 69 individuals, which occurred at the Minneapolis (Integris) facility in June 2003 and lasted less than one month; and a strike by the members of the International Brotherhood of Teamsters Local #938, covering 81 individuals, at the Toronto (Integris) facility, which began on July 6, 2004, and ended when a settlement was reached on October 31, 2004. During 2006, contracts covering 976 employees at 17 Company facilities expired; the agreement with the joint United Steelworkers and Teamsters unions representing approximately 540 employees at 3 Chicago area facilities expired January 31, 2006 and other agreements with the United Steelworkers and Teamsters expired on various dates through October 31, 2006. The membership of the joint union representing the Chicago-area employees

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initiated a strike from March 6, 2006 to March 13, 2006. On July 9, 2006, the joint United Steelworkers and Teamster unions representing the Chicago-area employees ratified a three-year collective bargaining agreement, through March 31, 2009. In addition, the United Steelworkers Union, representing approximately 225 employees at six other facilities ratified a new three-year contract effective August 1, 2006 through July 31, 2009. During 2007, 12 separate collective bargaining agreements will expire on various dates (January 11 through December 31) covering 12 facilities and 378 plant employees, involving the Teamsters, Steelworkers, Bridge and Iron Workers and Service Employees International Union. While management does not expect any irresolvable issues to arise in connection with the renewal of existing contracts, no assurances can be given that labor disruptions will not occur or that any of these collective bargaining agreements will be extended prior to their expiration.

Environmental, Health and Safety Matters

The Company’s operations are subject to many federal, state and local regulations relating to the protection of the environment and to workplace health and safety. In particular, its operations are subject to extensive federal, state and local laws and regulations governing waste disposal, air and water emissions, the handling of hazardous substances, environmental protection, remediation, workplace exposure and other matters. The Company’s management believes that the Company’s operations are presently in substantial compliance with all such laws and does not presently anticipate that it will be required to expend any substantial amounts in the foreseeable future in order to meet present environmental, workplace health or safety requirements. The Company continues to analyze and implement improvements for protection of the environment and safety of the Company workplace. However, additional costs and liabilities may be incurred to comply with future requirements, which costs and liabilities could have a material adverse effect on the Company’s results of operations, financial condition or cash flows.

Some of the properties owned or leased by the Company are located in industrial areas or have a history of heavy industrial use. The Company may incur environmental liabilities with respect to these properties in the future that could have a material adverse effect on the Company’s financial condition or results of operations. The Company had previously established a minor environmental accrual for one property that it acquired and operates. The Company has commenced the required environmental remediation and continues to monitor the results with the goal of closure. The Company believes that the accrual is adequate to cover the potential remediation costs for the identified environmental issues and anticipated expenditures. The Company is not aware of any pending remedial actions or claims relating to environmental matters at properties presently used for Company operations that are expected to have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

Capital and operating expenses for pollution control projects were less than $500,000 per year for the past five years. Excluding any potential additional remediation costs resulting from the environmental remediation for the properties described above, the Company expects spending for pollution control projects to remain at historical levels.

The Company’s United States operations are also subject to the Department of Transportation Federal Motor Carrier Safety Regulations. In 2006, the Company operated a private trucking motor fleet for making deliveries to some of its customers. The Company’s drivers do not carry any material quantities of hazardous materials. The Company’s Canadian operations are subject to similar regulations.

Patents and Trademarks

The Company owns several U.S. and foreign trademarks, service marks and copyrights. Certain of the trademarks are registered with the U.S. Patent and Trademark Office and, in certain circumstances, with the trademark offices of various foreign countries. The Company considers certain other information owned by it to be trade secrets. It protects its trade secrets by, among other things, entering into confidentiality agreements with

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its employees regarding such matters and implementing measures to restrict access to sensitive data and computer software source code on a need-to-know basis. The Company believes that these safeguards adequately protect its proprietary rights and vigorously defends these rights. While the Company considers all of its intellectual property rights as a whole to be important, it does not consider any single right to be essential to its operations as a whole.

Restructuring

In 2006, the Company recorded restructuring charges of $4.5 million for workforce reductions resulting from the integration of Integris Metals of $4.0 million and other workforce reductions of $0.5 million. The charges consist primarily of employee-related costs, including severance for 186 employees and other future cash outlays totaling $3.3 million for employee related costs, non-cash costs totaling $1.0 million for pensions and other post-retirement benefits and $0.2 million for future lease payments for a closed facility. The Company expects to record additional restructuring charges of approximately $4 million to $5 million for workforce reductions, tenancy and other costs related to the acquisition of Integris Metals as the integration process continues in 2007.

Foreign Operations

Ryerson Canada

Ryerson Canada, Inc., a wholly-owned, indirect Canadian subsidiary of the Company, is a metals service center and processor. On January 1, 2007, it amalgamated with the Company’s wholly-owned indirect Canadian subsidiary Integris Metals, Ltd. Ryerson Canada Inc. has facilities in Calgary (AB), Edmonton (AB), Richmond (BC), Winnipeg (MB), Saint John (NB), Brampton (ON), Sudbury (ON), Toronto (ON) (includes Canadian headquarters), Windsor (ON), Laval (QC), Vaudreuil (QC) and Saskatoon (SK), Canada.

Coryer

The Company owns a 49 percent interest in Coryer, S.A. de C.V., a joint venture with the Grupo Collado, S.A. de C.V., a steel distributor in Mexico. Coryer conducts its business through its subsidiary Collado Ryerson, S.A. de C.V., a metals service center and processor with a processing facility at Matamoros, Mexico. The joint venture has enabled the Company to expand service capability in Mexico.

Tata Ryerson Limited

The Company owns a 50 percent interest in Tata Ryerson Limited, a joint venture with the Tata Iron & Steel Corporation, an integrated steel manufacturer in India. Tata Ryerson Limited operates metals service centers and processing facilities at Jamshedpur, Pune, Bara, Howrah, Faridabad, Raipur and Rudapur, India. Tata Ryerson Limited also maintains sales offices in Chennai, Siliguri, Bangalore, Kanpur, Dehra Dun, Thane, Noida and Ludhiana, India.

VSC-Ryerson China Limited

In 2006, Ryerson contributed $28.3 million to form VSC-Ryerson China Limited, a joint venture with Van Shung Chong Holdings Limited, a Hong Kong Stock Exchange Listed company. Ryerson owns 40% of the venture and has an option to take a majority interest in three years. VSC-Ryerson is based in Hong Kong. It operates processing and metal service center operations in Guangzhou, Dongguan, Kunshan and Tianjin, and sales offices in Beijing, Shanghai, Wuxi and Shenzhen.

Available Information

The Company makes its periodic and current reports available, free of charge, on the Investor Relations section of its website as soon as reasonably practicable after such material is electronically filed with, or

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furnished to, the Securities and Exchange Commission. The Company also posts its Corporate Governance Guidelines, Code of Ethics and Business Conduct and Board of Directors’ committee charters within this section of the website. The Company’s website address is www.ryerson.com. Print copies of these documents can also be obtained by contacting the Investor Relations department of the Company. The Securities and Exchange Commission also maintains an Internet website that contains reports, proxy statements and other information filed by or regarding the Company at www.sec.gov.

ITEM 1A.    RISK FACTORS.

Liquidity Risks

The Company has a significant amount of debt. Its substantial indebtedness could adversely affect its business, financial condition and results of operations and its ability to meet its payment obligations under its outstanding notes and other debt.

The Company has a significant amount of debt and substantial debt service requirements. As of December 31, 2006, it had outstanding on a consolidated basis approximately $1,206.5 million of senior indebtedness.

This level of debt could have significant consequences on the Company’s future operations, including:

• making it difficult for the Company to meet its payment and other obligations under its outstanding debt;

• resulting in an event of default if it fails to comply with the financial and other restrictive covenants contained in its debt agreements, which event of default could result in all of its debt becoming immediately due and payable;

• reducing the availability of its cash flow to fund working capital, capital expenditures, acquisitions, required pension plan funding, and other general corporate purposes, and limiting its ability to obtain additional financing for these purposes;

• subjecting it to the risk of increased sensitivity to interest rate increases on its indebtedness with variable interest rates, including borrowings under its revolving credit facility;

• limiting its flexibility in planning for, or reacting to, and increasing its vulnerability to, changes in its business, the industry in which it operates and the general economy; and

• placing it at a competitive disadvantage compared to its competitors that have less debt or are less leveraged.

Any of the above-listed factors could have an adverse effect on the Company’s business, financial condition and results of operations and its ability to meet its payment obligations under its debt.

The Company’s ability to meet its payment and other obligations under its debt depends on its ability to generate significant cash flow in the future. This, to some extent, is subject to general economic, financial, competitive, legislative and regulatory factors as well as other factors that are beyond the Company’s control. Its business may not generate cash flow from operations and future borrowings may not be available to the Company under its revolving credit facility or otherwise in an amount sufficient to enable it to meet its payment obligations under its debt and to fund other liquidity needs. If the Company is not able to generate sufficient cash flow to service its debt obligations, it may need to refinance or restructure capital. If it is unable to implement one or more of these alternatives, it may not be able to meet its payment obligations under its debt.

The Company may incur additional debt or take other actions that could negatively impact its stockholders.

The Company’s revolving credit facility, receivables securitization facility, and the indentures governing its outstanding notes do not completely prohibit the Company from incurring additional debt, including secured

8

debt. In addition, the notes do not require the Company to achieve or maintain any minimum financial results relating to its financial position or results of operations. If the Company issues other debt securities in the future, its debt service obligations will increase.

A significant amount of the Company’s debt agreements contain covenant restrictions that may limit its ability to operate its business.

The agreements governing the Company’s revolving credit facility, its 8.25% Notes due 2011 and its 3.50% Notes due 2024 contain, and any of its other future debt agreements may contain, covenant restrictions that limit its ability to operate its business, including restrictions on its ability to:

• incur debt (including secured debt) or issue guarantees;

• grant liens on its assets;

• make certain investments;

• enter into sale and leaseback transactions;

• enter into transactions with its affiliates;

• sell certain assets;

• repurchase capital stock or make other restricted payments;

• declare or pay dividends or make other distributions to stockholders; and

• enter into merger or consolidations or make certain acquisitions.

In addition, its revolving credit facility and its receivables securitization facility contain other affirmative and negative covenants. The Company’s ability to comply with these covenants is dependent on its future performance, which will be subject to many factors, some of which are beyond its control, including prevailing economic conditions.

As a result of these covenants, its ability to respond to changes in business and economic conditions and to obtain additional financing, if needed, may be significantly restricted, and the Company may be prevented from engaging in transactions that might otherwise be beneficial to it. In addition, its failure to comply with these covenants could result in a default under its debt, which could permit the holders to accelerate such debt. If any of the Company’s debt is accelerated, it may not have sufficient funds available to repay such debt.

A change of control of the Company could severely constrain the Company’s working capital and cash flows, harming the Company’s ability to access credit, to purchase inventory and to operate its business, as well as result in significant costs that would impact its results of operations.

The Company announced on January 2, 2007 that it had received notice from Harbinger Capital Partners Master Fund I, Ltd. And Harbinger Capital Partners Special Situations Fund, L.P. seeking to nominate seven individuals for election to Ryerson’s Board of Directors at its 2007 Annual Meeting of shareholders to replace a majority of the existing Board of Directors of Ryerson Inc. A change in the majority of the existing Board under such circumstances, or acquisition by a third party of 30% or more of the Company’s stock, would constitute a

• “change in control” under the Company’s $750 million credit facility, resulting in automatic and immediate termination of that credit facility with all borrowings being immediately due and payable;

• a termination event under the Company’s $450 million receivables securitization facility, allowing termination of lenders’ obligations under that agreement with all borrowings being immediately due and payable in full, lenders’ seizure of the Company’s bank accounts to which customers remit payment, and sale of the Company’s collateral securing the facility;

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• Under the terms of the indentures governing the Company’s 3.50% Convertible Senior Notes due 2024 and its 8 ¹/4% Senior Notes due 2011, a change in control of the Company gives each note holder the right to require the Company to repurchase all or any part of such holder’s notes at a purchase price in cash equal to accrued and unpaid interest plus, for the 8 ¹/4% Notes, 101% of the principal amount of those Notes, and for the 3.50% Convertible Senior Notes, 100% of the principal amount of those Notes.

• a “change in control” under the Company’s long-term incentive stock plan that would accelerate vesting of or payment of outstanding equity and equity-based awards and result in a material stock-based compensation charge to operating results based upon the price of Ryerson’s common stock at that time;

• a “change in control” under a number of the Company’s retirement and other employee benefit plans, requiring severance and other payments in the event of termination of employees with rights to benefits under those plans; and

• a “change in control” under a variety of contractual arrangements with service vendors, software providers and others, potentially resulting in termination of required services and acceleration of payments or imposition of financial penalties.

The termination of the Company’s borrowing facilities and its repurchase obligations under the indentures for its notes would leave the Company with insufficient working capital and cash flow to acquire inventory for resale and to otherwise operate its business. The Company’s ability to continue to operate its business would depend on its ability to find replacement credit facilities, which would be subject to general economic conditions, credit availability, assessment of its credit-worthiness and other factors beyond the Company’s control. If the Company is not able to obtain credit or to generate sufficient cash flow to service its debt and other obligations, it may need to restructure capital or be materially adversely affected.

If the Company is able to obtain replacement credit facilities, it may incur substantial costs and expenses in replacing the facilities, in addition to the expense incurred in connection with its long-term incentive stock plan and change in control provisions under its other compensation plans, programs, agreements, and arrangements.

Certain employee retirement benefit plans are underfunded and the actual cost of those benefits could exceed current estimates, which would require us to fund the shortfall.

As of December 31, 2006, the Company’s pension plan had an unfunded liability of $91 million. The Company’s actual costs for benefits required to be paid may exceed those projected and future actuarial assessments of the extent of those costs may exceed the current assessment. Under those circumstances, the adjustments required to be made to the Company’s recorded liability for these benefits could have a material adverse effect on its results of operations and financial condition and cash payments to fund these plans could have a material adverse effect on its cash flows. The Company may be required to make substantial future contributions to improve the plan’s funded status, which may have a material adverse effect on its results of operations, financial condition or cash flows.

Future funding for postretirement employee benefits other than pensions also may require substantial payments from current cash flow.

The Company provides postretirement life insurance and medical benefits to approximately half of its employees. It paid $14 million in postretirement benefits in 2006 and recorded an expense of $13 million in its financial statements. Its unfunded postretirement benefit obligation as of December 31, 2006 was $202 million.

The Company’s obligations from such postretirement benefits could increase significantly if health care costs increase at a faster pace than those assumed by management. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Pension and Postretirement Benefit Plan Assumptions” for further discussion of these assumptions. An increase of 1% in the health care cost trend rate (for U.S plans—10 percent for participants less than 65 years old and 12 percent for participants

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greater than 65 years old in 2006, grading down to 5 percent in 2012. For Canadian plans—9% in 2006, grading down to 5% in 2010.) would have increased its 2006 postretirement benefit expense by $0.7 million.

The Company’s repurchase obligations for its $175 million outstanding convertible senior notes could negatively impact the Company’s liquidity in the event note holders’ put rights are triggered.

The Company’s $175 million 3.50% convertible senior notes due 2024 provide that in any quarter before January 1, 2020, if the last reported sale price of our common stock for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter is greater than or equal to 125% of the initial conversion price, or $26.7125 on such last trading day, note holders have the right to convert their notes. On conversion, the Company will deliver cash to holders for each $1,000 principal amount of notes (subject to certain adjustments) and Company common stock to the extent the conversion value exceeds $1,000 (subject to certain adjustments.) There can be no assurance that the Company will have liquidity adequate to pay the principal amount of such notes tendered for conversion.

The Company’s outstanding convertible senior notes may negatively impact diluted earnings per share or be dilutive to stockholders’ ownership interests.

The Company issued $175 million of 3.50% convertible senior notes due 2024 in November 2004. In any quarter in which the weighted average market price of our common stock exceeds the $21.37 conversion price initially established for these notes, the calculation of diluted earnings per share will be negatively impacted. While this event did not occur in 2006, the Company’s higher stock prices in first quarter 2007 could result in such dilution. If the last reported sale price of the Company’s common stock is greater than or equal to 125% of that initial conversion price, or $26.7125, for at least twenty trading days in the period of thirty consecutive trading days ending on the last trading day of the preceding calendar quarter, holders of the notes will have a right to convert their notes to common stock; note holders also have additional rights to convert the notes upon the occurrence of specific events, as set forth in the indenture governing the notes. On conversion of the notes, the Company will deliver cash to holders for each $1,000 principal amount of notes (subject to certain adjustments) and Company common stock to the extent the conversion value exceeds $1,000 (subject to certain adjustments.) Conversion of the notes will dilute the ownership interest of existing stockholders, including holders who had previously converted their notes.

The Company’s risk management strategies may result in losses.

The Company may use commodities contracts to minimize price volatility and supply risks. It may also use fixed-price and/or fixed-volume supplier contracts to offset contracts with customers. Additionally, it may use foreign exchange contracts and interest rate swaps to hedge Canadian dollar and floating rate debt exposures. These risk management strategies pose certain risks, including the risk that losses on a hedge position may exceed the amount invested in such instruments. Moreover, a party in a hedging transaction may be unavailable or unwilling to settle its obligations, which could cause the Company to suffer corresponding losses. A hedging instrument may not be effective in eliminating all of the risks inherent in any particular position. Company profitability may be adversely affected during any period as a result of use of such instruments.

The Company may be adversely affected by currency fluctuations in the U.S. dollar versus the Canadian dollar.

The Company has significant operations in Canada which incur the majority of their metal supply costs in U.S. dollars but earn the majority of their sales in Canadian dollars. The Company may from time to time experience losses when the value of the U.S. dollar strengthens against the Canadian dollar, which could have a material adverse effect on its results of operations. In addition, it will be subject to translation risk when it consolidates its Canadian subsidiaries’ net assets into its balance sheet. Fluctuations in the value of the U.S. dollar versus the Canadian dollar could reduce the value of these assets as reported in the Company’s financial statements, which could, as a result, reduce its stockholder’s equity.

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The Company could incur substantial costs in order to comply with, or to address any violations under, environmental laws that could significantly increase its operating expenses and reduce its operating income.

The Company’s operations are subject to various environmental statutes and regulations, including laws and regulations governing materials it uses. In addition, certain of its operations are subject to federal, state and local environmental laws and regulations that impose limitations on the discharge of pollutants into the air and water and establish standards for the treatment, storage and disposal of solid and hazardous wastes. Failure to maintain or achieve compliance with these laws and regulations or with the permits required for its operations could result in substantial operating costs and capital expenditures, in addition to fines and civil or criminal sanctions, third party claims for property damage or personal injury, cleanup costs or temporary or permanent discontinuance of operations. Certain of its facilities are located in industrial areas, have a history of heavy industrial use and have been in operation for many years and, over time, the Company and other predecessor operators of these facilities have generated, used, handled and disposed of hazardous and other regulated wastes. Environmental liabilities could exist, including cleanup obligations at these facilities or at off-site locations where materials from Company operations were disposed of, which could result in future expenditures that cannot be currently quantified and which could have a material adverse effect on its financial position, results of operations or cash flows.

The Company may face product liability claims that are costly and create adverse publicity.

If any of the products that the Company sells cause harm to any of its customers, the Company could be exposed to product liability lawsuits. If the Company were found liable under product liability claims, it could be required to pay substantial monetary damages. Further, even if it successfully defended itself against this type of claim, it could be forced to spend a substantial amount of money in litigation expenses, its management could be required to spend valuable time in the defense against these claims and its reputation could suffer, any of which could harm its business.

Operational Risks

The price volatility inherent in the metals markets could lead to significant losses for metals service centers, particularly during periods of rapid price decline, and periods of rapid price increases could impact the Company’s profitability if it is unable to fully pass through those price increases to its customers.

Metals prices are volatile due to a number of factors, including but not limited to, general economic conditions, production levels, significant excess capacity in times of reduced demand, fluctuations in foreign exchange rates, foreign and domestic competition, and the effect of rapidly increasing nickel surcharges on stainless steel.

The Company maintains substantial inventories of metals in order to meet the just-in-time delivery requirements of its customers. Rapid price increases in metals prices, particularly stainless steel in the 2005-06 period, required the Company to raise its selling prices; however, it may be unable to fully pass through those price increases to its customers or it may raise the prices to a level that is not competitive in the market place, resulting in lower demand. Metals market price decreases usually require that the Company lower its selling prices to market prices. A reduction in its selling prices could result in lower profit margins or, in some cases, losses, which would reduce its profitability.

Because of this volatility, working capital management, in particular, inventory management, is a key profitability driver in the metals service center industry. The Company may not be successful in managing inventory in the future.

The Company may not be able to successfully complete the integration of Integris Metals and other acquisitions, and if it is unable to do so, it is unlikely to increase its growth rates.

The Company has grown through a combination of internal expansion, acquisitions and corporate joint ventures. The Integris Metals acquisition is the largest acquisition in the Company’s history and the successful

12

integration of Integris Metals is vital to increasing the Company’s growth rates in the near term. While the Company intends to continue to grow through selective acquisitions, such as its acquisition of Lancaster Steel Service Company, Inc., in October 2006, it may not be able to identify appropriate acquisition candidates, consummate acquisitions on satisfactory terms or integrate acquired businesses effectively and profitably into its existing operations.

The Company’s future success will depend on its ability to complete the integration of the former Integris Metals and other acquisitions successfully into its operations. After any acquisition, customers may choose to diversify their supply chains to reduce reliance on a single supplier for the majority of their metals needs. The Company may not be able to retain all of its and an acquisition’s customers, which may adversely affect its business and sales. The Company has not previously integrated an acquisition the size of Integris Metals into its operations. Integration of Integris Metals requires the Company to enhance its operational and financial systems and employ additional qualified personnel, management and financial resources, and may adversely affect its business by diverting management away from day-to-day operations. Further, failure to successfully integrate Integris Metals may adversely affect the Company’s profitability by creating significant operating inefficiencies that could increase its operating expenses as a percentage of sales and reduce its operating income. In addition, the Company may not realize expected cost savings from Integris Metals or other acquisitions, which may adversely affect its profitability.

Lead time and the cost of the Company’s products could increase if it were to lose one of its primary suppliers.

If, for any reason, the Company’s primary suppliers of aluminum, carbon steel, stainless steel or other metals should curtail or discontinue their delivery of such metals in the quantities needed and at prices that are competitive, the Company’s business could suffer. The number of available suppliers could be reduced by factors such as industry consolidation and bankruptcies affecting steel and metal producers. Our top 25 suppliers accounted for 80% of our 2006 purchases. The Company could be significantly and adversely affected if delivery were disrupted from a major supplier. If, in the future, the Company were unable to obtain sufficient amounts of the necessary metals at competitive prices and on a timely basis from its traditional suppliers, it may not be able to obtain such metals from alternative sources at competitive prices to meet its delivery schedules, which could have a material adverse effect on its sales and profitability.

The metals distribution business is very competitive and increased competition could reduce the Company’s gross margins and net income.

The principal markets that the Company serves are highly competitive. The metals distribution industry is very fragmented and competitive, consisting of a large number of small companies and a few relatively large companies. Competition is based principally on price, service, quality, production capabilities, inventory availability and timely delivery. Competition in the various markets in which the Company participates comes from companies of various sizes, some of which have greater financial resources than the Company and some of which have more established brand names in the local markets served by the Company. Increased competition could force the Company to lower its prices or to offer increased services at a higher cost, which could reduce the Company’s profitability.

The Company services industries that are highly cyclical, and any downturn in its customers’ industries could reduce its sales and profitability.

Many of the Company’s products are sold to industries that experience significant fluctuations in demand based on economic conditions, energy prices, seasonality, consumer demand and other factors beyond the Company’s control. These industries include manufacturing, electrical products and transportation. Any decrease in demand within one or more of these industries may be significant and may last for a lengthy period of time. Any significant slowdown in one or more of these industries could have an adverse effect on the demand for metals, resulting in lower prices for metals, which would reduce the Company’s profitability. The Company may

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have difficulty increasing or maintaining its level of sales or profitability if it is not able to divert sales of its products to customers in other industries when one or more of its customers’ industries experiences a decline. The Company does not expect the cyclical nature of its industry to change.

If the Company experiences work stoppages, it could be harmed.

As of December 31, 2006, the Company employed approximately 5,700 persons, of which 2,700 were office employees and approximately 3,000 were plant employees. Fifty-three percent of its plant employees were members of various unions, including the United Steel Workers of America and the International Brotherhood of Teamsters unions. The Company’s relationship with the various unions generally has been good. There have been two work stoppages at Integris Metals’ facilities over the last five years (but prior to Ryerson’s acquisition of Integris Metals): a strike by the members of the International Brotherhood of Teamsters Local #221, covering 69 individuals, which occurred at the Minneapolis (Integris) facility in June 2003 and lasted less than one month; and a strike by the members of the International Brotherhood of Teamsters Local #938, covering 81 individuals, at the Toronto (Integris) facility, which began on July 6, 2004, and ended when a settlement was reached on October 31, 2004. During 2006, the agreement with the joint United Steelworkers and Teamsters unions representing approximately 540 employees at 3 Chicago area facilities expired January 31, 2006. The membership of the joint union representing the Chicago-area employees initiated a week-long strike on March 6, 2006. On July 9, 2006, the joint United Steelworkers and Teamster unions representing the Chicago-area employees ratified a three-year collective bargaining agreement, through March 31, 2009. In addition, the United Steelworkers Union, representing approximately 230 employees at six other facilities ratified a new three-year contract effective August 1, 2006 through July 31, 2009.

In 2007, 12 contracts covering 400 employees at 12 Company facilities will expire. The Company may not be able to negotiate extensions of these agreements or new agreements prior to their expiration date. As a result, it may experience additional labor disruptions in the future. A widespread work stoppage could have a material adverse effect on its results of operations, financial position and cash flows if it were to last for a significant period of time.

Any prolonged disruption of Company processing centers could harm its business.

The Company has dedicated processing centers that permit it to produce standardized products in large volumes while maintaining low operating costs. Any prolonged disruption in the operations of any of these facilities, whether due to labor or technical difficulties, destruction or damage to any of the facilities or otherwise, could materially adversely affect the Company’s business and results of operations.

The Company may not be able to retain or expand its customer base if the North American manufacturing industry continues to erode through moving offshore or through acquisition and merger or consolidation activity in our customers’ industries.

The Company’s customer base primarily includes manufacturing and industrial firms. Some of the Company’s customers operate in industries that are undergoing consolidation through acquisition and merger activity; some are considering or have considered, relocating production operations overseas or outsourcing particular functions overseas Some customers have closed as they were unable to compete successfully with overseas competitors. The Company’s facilities are predominately located in the United States and Canada. To the extent that its customers cease U.S. operations, relocate or move operations overseas where it’s the Company does not have a presence, the Company could lose their business. Acquirers of manufacturing and industrial firms may have suppliers of choice that do not include the Company, which could impact the Company’s customer base and market share.

Operating results may fluctuate depending on the season.

A portion of the Company’s customers experience seasonal slowdowns. The Company’s sales in the months of July, November and December traditionally have been lower than in other months because of a reduced

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number of shipping days and holiday or vacation closures for some customers. Consequently, the Company’s sales in the first two quarters of the year are usually higher than in the third and fourth quarters. As a result, analysts and investors may inaccurately estimate the effects of seasonality on the Company’s results of operations in one or more future quarters and, consequently, its operating results may fall below expectations.

The Company may not be able to complete its systems consolidation project in the timeframe or at the expense it anticipates, which could affect results of operations, result in disruptions of its business, or diminish the benefits the Company expects to obtain from the systems consolidation.

The Company commenced an upgrade of its systems capability in 2004, to consolidate its multiple information technology operating platforms onto one integrated SAP platform, with an initial estimated completion of late 2007. Due to its acquisitions of J&F in 2004 and Integris Metals in 2005, and the additional number of facilities that will need to be converted onto the SAP system, the Company will require more time and additional capital expenditures and implementation expenses in order to complete the full implementation of SAP. The Company now anticipates completion of the SAP installation by the end of 2008. If the project is further delayed through new acquisitions or difficulties associated with its implementation, the Company could incur substantial additional expense and time delay, or suffer disruption to operations and business activities, that could negatively impact results of operations, either of which could erode the cost savings and business practice improvements the Company anticipates will result from the systems consolidation.

Damage to the Company’s information technology infrastructure could harm its business.

The unavailability of any of the Company’s computer-based systems for any significant period of time could have a material adverse effect on its operations. In particular, its ability to manage inventory levels successfully largely depends on the efficient operation of its computer hardware and software systems. The Company uses management information systems to track inventory information at individual facilities, communicate customer information and aggregate daily sales, margin and promotional information. Difficulties associated with upgrades, installations of major software or hardware, and integration with new systems could have a material adverse effect on results of operations. The Company will be required to expend substantial resources to integrate its information systems with the systems of companies it has acquired. The integration of these systems may disrupt its business or lead to operating inefficiencies. In addition, these systems are vulnerable to, among other things, damage or interruption from fire, flood, tornado and other natural disasters, power loss, computer system and network failures, operator negligence, physical and electronic loss of data, or security breaches and computer viruses.

The loss of services of the Company’s executive management team could harm its business.

The success of the Company’s business depends on the continued services of its executive management team. The Company may not be able to retain its executive management team or attract suitable replacements or additional personnel if required. The loss of the services of one or more members of its executive management team could have a material adverse effect on its business.

Strategic Risks

The Company’s initiation of additional international joint ventures, including its joint venture in China, may cause the Company to incur costs and risks that may distract management from effectively operating the Company’s North American business, and such joint ventures may not be profitable.

The Company maintains joint venture operations in Mexico, India and China. International operations are subject to certain risks inherent in conducting business in foreign countries, including price controls, exchange controls, limitations on participation in local enterprises, nationalization, expropriation and other governmental action, and changes in currency exchange rates. While the Company believes that its joint venture arrangements with local partners provides it with experienced business partners in foreign countries, events or issues may occur

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that require attention of its senior executives and may result in expenses that erode the profitability of the joint ventures or cause the Company’s capital investments in its joint ventures to be unprofitable.

ITEM 1B.    UNRESOLVED STAFF COMMENTS.

Not applicable.

ITEM 2.    PROPERTIES.

Ryerson Inc.

As of January 1, 2007, the Company’s facilities were:

Joseph T. Ryerson & Son, Inc.

JT Ryerson maintains 110 operational facilities and 4 locations that are dedicated to administration services. All of the metals service center facilities are in good condition and are adequate for JT Ryerson’s existing operations. Approximately 39% of these facilities are leased. The lease terms expire at various times through 2020. Properties noted as vacated below have been closed and are in the process of being sold. JT Ryerson’s properties and facilities are adequate to serve its present and anticipated needs.

The following table sets forth certain information with respect to each facility as of January 1, 2007:

Location	Own/Lease
Birmingham, AL	Owned
Fort Smith, AR	Owned
Hickman, AR**	Leased
Little Rock, AR (2)	Owned
West Memphis, AR	Owned
Phoenix, AZ	Owned
Phoenix, AZ	Leased
Livermore, CA	Leased
Los Angeles, CA	Owned
San Diego, CA	Leased
Stockton, CA	Leased
Vernon, CA	Owned
Commerce City, CO	Owned
Denver, CO	Owned
Wallingford, CT	Leased
Wilmington, DE	Owned
Jacksonville, FL	Owned
Miami, FL	Owned
Orlando, FL	Owned
Orlando, FL	Leased
Tampa Bay, FL	Owned
Atlanta, GA	Leased
Duluth, GA	Owned
Lawrenceville, GA	Leased/Vacated
Norcross, GA	Owned
Cedar Rapids, IA	Owned
Des Moines, IA	Owned
Marshalltown, IA	Owned
Boise, ID	Leased

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Location	Own/Lease
Chicago, IL	Leased
Chicago, IL (Headquarters)*	Owned
Chicago, IL (16th Street Facility)	Owned
Chicago, IL (111th Street—Brite Line)**	Owned
Chicago, IL (111th Street—RCP)	Owned/Vacated
Westmont, IL*	Leased
Burns Harbor, IN	Owned
Indianapolis, IN	Owned
Wichita, KS	Leased
Louisville, KY	Owned
Shelbyville, KY**	Owned
Shreveport, LA	Owned
St. Rose, LA (New Orleans)	Owned
Devens, MA	Owned
Marlborough, MA	Owned/Vacated
Grand Rapids, MI	Leased
Jenison, MI	Owned
Lansing, MI	Leased
Midland, MI	Leased
Fridley, MN	Leased
Minneapolis, MN	Owned
Plymouth, MN	Owned
Kansas City, MO	Owned
Maryland Heights, MO	Leased
North Kansas City, MO	Owned
St. Louis, MO (2)	Leased
Greenwood, MS	Leased
Jackson, MS	Owned
Billings, MT	Leased
Charlotte, NC (2)	Owned
Charlotte, NC	Owned/Vacated
Greensboro, NC	Owned
Pikeville, NC	Leased
Youngsville, NC	Leased
Omaha, NE	Owned
Union, NJ	Leased/Vacated
Buffalo, NY	Owned
New York, NY*	Leased
Rochester, NY	Leased
Cincinnati, OH	Leased
Cincinnati, OH	Owned
Cleveland, OH (2)	Owned
Hamilton, OH*	Leased
Middletown, OH	Owned
Tulsa, OK (2)	Owned
Oklahoma City, OK	Owned
Portland, OR (2)	Leased
Ambridge, PA**	Owned
Erie, PA	Leased
Fairless Hills, PA	Leased
Pittsburgh, PA	Owned

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Location	Own/Lease
Pittsburgh, PA	Leased
Charleston, SC	Leased
Greenville, SC	Owned
Chattanooga, TN	Owned
Knoxville, TN	Leased
Loudon, TN	Leased
Memphis, TN	Owned
Memphis, TN	Leased
Nashville, TN	Owned
Dallas, TX (2)	Owned
Houston, TX	Owned
Pounding Mill, VA	Owned
Richmond, VA	Owned
Richmond, VA (Sales)	Leased
Marysville, WA	Leased
Renton, WA	Owned
Seattle/Auburn, WA	Owned
Spokane, WA	Leased
Spokane, WA	Owned
Baldwin, WI	Leased
Green Bay, WI	Owned
Milwaukee, WI	Owned
Milwaukee, WI	Leased

* Office space only

** Processing centers

Lancaster Steel Service Company, Inc.

Lancaster Steel, a wholly owned indirect subsidiary of Ryerson Inc., has 2 facilities in New York. Both of the facilities are in good condition and are adequate for Lancaster Steel’s existing and anticipated operations. One facility is leased and one is owned.

Ryerson Canada, Inc.

Ryerson Canada, Inc., a wholly owned indirect Canadian subsidiary of Ryerson Inc., has 15 facilities in Canada. All of the metals service center facilities are in good condition and are adequate for Ryerson Canada’s existing and anticipated operations. Five facilities are leased.

Location	Own/Lease
Calgary, AB	Owned
Edmonton, AB	Owned
Edmonton, AB (Warehouse Only)	Owned
Richmond, BC	Owned
Richmond, BC (2)	Leased
Winnipeg, MB	Owned
Saint John, NB	Owned
Brampton, ON	Leased
Sudbury, ON	Owned
Toronto, ON (includes Canadian Headquarters)	Owned
Windsor, ON	Owned
Laval, QC	Leased
Vaudreuil, QC	Leased
Saskatoon, SK	Owned

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Coryer S.A. de C.V.

Coryer S.A. de C.V., a joint venture in which the Company owns a 49 percent interest, owns one operating facility in Matamoros, Mexico. Coryer’s property is adequate to serve its present and anticipated needs.

Tata Ryerson Limited

Tata Ryerson Limited, a joint venture company in which the Company owns a 50 percent interest, has seven metals service centers in India, at Jamshedpur, Pune, Bara, Howrah, Faridabad, Raipur and Rudrapur, India. Tata Ryerson Limited also maintains sales offices in Chennai, Siliguri, Bangalore, Kanpur, Dehra Dun, Thane, Noida and Ludhiana, India. Tata Ryerson’s properties are adequate to serve its present and anticipated needs.

VSC-Ryerson China Limited

VSC-Ryerson Limited, a joint venture company in which the Company owns a 40 percent interest, has 5 service and processing centers in China, at Guangzhou, Dongguan, Kunshan, Tianjin, and Nansha. VSC-Ryerson also maintains sales offices in Beijing, Shanghai, Wuxi and Shenzhen, China.

ITEM 3.    LEGAL PROCEEDINGS.

From time to time, the Company is named as a defendant in legal actions incidental to its ordinary course of business. The Company does not believe that the resolution of these claims will have a material adverse effect on the Company’s financial position, results of operations or cash flows. The Company maintains liability insurance coverage to assist in protecting its assets from losses arising from or related to activities associated with business operations.

On April 22, 2002, Champagne Metals, an Oklahoma metals service center that processes and sells aluminum products, sued the Company and other metals service centers in the United States District Court for the Western District of Oklahoma. The other defendants are Ken Mac Metals, Inc.; Samuel, Son & Co., Limited; Samuel Specialty Metals, Inc.; Metal West, L.L.C.; Integris Metals (now owned by the Company); and Earle M. Jorgensen Company. Champagne Metals alleges a conspiracy among the defendants to induce or coerce aluminum suppliers to refuse to designate it as a distributor in violation of federal and state antitrust laws and tortious interference with business and contractual relations. The complaint seeks damages with the exact amount to be proved at trial. Champagne Metals seeks treble damages on its antitrust claims and seeks punitive damages in addition to actual damages on its other claim. The Company believes that the suit is without merit, answered the complaint denying all claims and allegations, and filed a Motion for Summary Judgment which was granted. On September 15, 2005, the U.S. Court of Appeals for the Tenth Circuit heard oral arguments on plaintiff’s appeal of the lower court decision. On August 7, 2006, the U.S. Court of Appeals for the Tenth Circuit issued a ruling affirming in part and reversing in part the district court judgment in favor of defendants, and sent the case back to the district court for reconsideration of the summary judgment in light of guidance provided by the Tenth Circuit opinion. The Company cannot determine at this time whether any potential liability related to this litigation would materially affect the Company’s financial position, results of operations or cash flows.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

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EXECUTIVE OFFICERS OF REGISTRANT

Officers are elected by the Board of Directors of Ryerson. All executive officers of Ryerson have been employed by the Company or an affiliate of the Company throughout the past five years.

Set forth below are the executive officers of Ryerson as of February 28, 2007, and the age of each as of such date. Their principal occupations at present and during the past five years, including positions and offices held with the Company or a significant subsidiary or affiliate of the Company, are shown below.

Name, Age and Present Position with Registrant	Positions and Offices Held During the Past Five Years
Neil S. Novich, 52 Chairman, President and Chief Executive Officer	Mr. Novich has been Chairman, President and Chief Executive Officer and a director of Ryerson since February 1999. Mr. Novich is also a director of W.W. Grainger, Inc.
Jay M. Gratz, 54 Executive Vice President, Chief Financial Officer and President—Ryerson Coil Processing Division	Mr. Gratz has been Executive Vice President and Chief Financial Officer of Ryerson since February 1999 and President of Ryerson Coil Processing Division since November 2001.
Gary J. Niederpruem, 55 Executive Vice President	Mr. Niederpruem has been Executive Vice President of Ryerson since February 1999. He is responsible for the General Line division service centers in the U.S. and Canada and for Operations, which includes logistics, materials management, safety, plant layout and all physical plant and equipment.
Anita J. Pickens, 49 Executive Vice President	Ms. Pickens has been Executive Vice President of Ryerson since January 2007, and is responsible for Global Accounts, corporate marketing, and stainless, aluminum, carbon flat roll and long products growth programs. She joined the Company in 1981, serving in a variety of sales management positions prior to becoming vice president and general manager for the Central division in 1999. In 2000, she was appointed vice president for the Global Accounts division, before joining the SAP project team as change manager in 2003.
James M. Delaney, 49 President—Global Accounts Division	Mr. Delaney has been President, Customer Solutions Team and Chief Customer Officer since June 2000. He was Chief Procurement Officer from July 2001 to January 2006 and President of Ryerson Central, a unit of Ryerson, from February 1999 to June 2000.
Stephen E. Makarewicz, 60 President, Ryerson South	Mr. Makarewicz has been President, Ryerson South, a unit of Ryerson, since June 2000 and President, Chief Executive Officer and Chief Operating Officer of Tull from October 1994 until its January 1, 2006 merger with JT Ryerson.
William Korda, 59 Vice President— Human Resources	Mr. Korda has been Vice President—Human Resources of Ryerson since February 1999.
Joyce E. Mims, 64 Vice President	Ms. Mims has been Vice President of Ryerson since January 2001 and served as Vice President and General Counsel of Ryerson from January 2001 to January 2007. She was Vice President, General Counsel and Secretary of Ryerson from June 1999 until January 2001.

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Name, Age and Present Position with Registrant	Positions and Offices Held During the Past Five Years
M. Louise Turilli, 57 Vice President and General Counsel	Ms. Turilli has been Vice President and General Counsel of Ryerson since January 2007. Prior to joining Ryerson, she was Vice President and Deputy General Counsel of Quest Communications International Inc., Denver, CO, from 2003 until joining Ryerson and served as Vice President and Associate General Counsel of BellSouth Corporation, Atlanta, GA, from 2001 to 2003.
Darell R. Zerbe, 64 Vice President— Information Technology	Mr. Zerbe has been Vice President—Information Technology and Chief Information Officer of Ryerson since February 1999.
Terence R. Rogers, 47 Vice President— Finance and Treasurer	Mr. Rogers has been Vice President—Finance of Ryerson since September 2001 and Treasurer of Ryerson since February 1999. He was Chief Procurement Officer from April 2000 to July 2001.
Lily L. May, 57 Vice President, Controller and Chief Accounting Officer	Ms. May has been Vice President of Ryerson since January 2003 and Controller since February 1999.
Virginia M. Dowling, 56 Vice President, Deputy General Counsel and Secretary	Mrs. Dowling has been Vice President of Ryerson since September 2006, Deputy General Counsel since April 2004, and Secretary of Ryerson since April 2001. She joined the Company’s predecessor, Inland Steel Industries, Inc., as an attorney in 1989.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

(a) The common stock of Ryerson is listed and traded on the New York Stock Exchange. As of February 28, 2007, the number of holders of record of common stock of Ryerson was 7,381.

The following table sets forth the high and low sale prices for and the frequency and amount of cash dividends declared on the Common Stock for the period January 1, 2005 through December 31, 2006.

	Per Common Share Market Price						Dividend declared
	High		Low		Close
2006
First Quarter	$	33.24	$	23.74	$	26.76	$	0.05
Second Quarter		31.89		23.52		27.00		0.05
Third Quarter		28.20		19.60		21.89		0.05
Fourth Quarter		25.79		21.02		25.09		0.05
Year		33.24		19.60		25.09	$	0.20
2005
First Quarter	$	15.89	$	12.15	$	12.67	$	0.05
Second Quarter		16.75		10.22		14.27		0.05
Third Quarter		21.51		13.95		21.30		0.05
Fourth Quarter		24.66		18.15		24.32		0.05
Year		24.66		10.22		24.32	$	0.20

Restrictions in the Company’s financing that limit the Company’s ability to pay dividends are described in Item 7 “Management’s Discussion and Analysis of Financial Condition—Total Debt” at page 25.

(b) Not applicable.

(c) During 2006, the Company repurchased 23,899 shares of its equity securities from participants of its 401(k) benefit plan. In the first quarter of 2006 the Company repurchased 1,484 shares of equity securities at an average price of $26.95 per share. Common Stock repurchases in the fourth quarter of 2006 were as follows:

Period	Total number of shares purchased	Average price paid per share	Total number of shares purchased as part of publicly announced plans or programs	Maximum number of shares (or approximate dollar value of shares) that may yet be purchased under the plans or programs (in millions)
October 1, 2006 – October 31, 2006	4,146	24.12	—	—
November 1, 2006 – November 30, 2006	—	—	—	—
December 1, 2006 – December 31, 2006	18,269	22.83	—	—
Total	22,415	23.07	—	—

(d) The equity compensation plan information called for is included under Item 12 in Part III of this Annual Report on Form 10-K.

(e) Comparison of Five-Year Cumulative Total Return

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The following chart compares the cumulative total stockholder return on our common stock for the five-year period ended December 31, 2006, with the cumulative total return of the Standard and Poor’s Small Cap 600 Index and to a peer group of metals distributors. The comparison in the chart assumes the investment of $100 on December 31, 2001. Cumulative total stockholder return means share price increases or decreases plus dividends paid, with the dividends reinvested in our common stock.

Because there is no nationally recognized industry index consisting of metals distributors to use as a peer group index, we constructed our own peer group. It consists of five other public companies in the metals distribution industry: A.M. Castle & Co., Friedman Industries Incorporated, Olympic Steel, Inc., Reliance Steel & Aluminum Co., and Steel Technologies Inc.

ITEM 6. SELECTED FINANCIAL DATA.

The following consolidated financial information should be read in conjunction with the audited Consolidated Financial Statements of Ryerson Inc. and Subsidiaries and the Notes thereto included in Item 8. “Financial Statements and Supplementary Data.”

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FIVE YEAR SUMMARY OF SELECTED FINANCIAL DATA

AND OPERATING RESULTS

(Dollars in millions, except per share and per ton data)

	2006			2005			2004			2003			2002
Summary of Earnings
Net sales	$	5,908.9		$	5,780.5		$	3,302.0		$	2,189.4		$	2,096.5
Gross profit		858.0			887.0	(2)		491.2			359.0			348.8
Operating profit (loss)		183.9	(1)		232.9	(3)		99.7	(4)		3.4	(5)		(7.9	)(6)
Income (loss) before income taxes and discontinued operations		114.2	(1)		160.6	(3)		76.0	(4)		(15.3	)(5)		(18.8	)(7)
Income (loss) from continuing operations		71.8	(1)		98.1	(3)		49.0	(4)		(13.6	)(5)		(11.8	)(7)
Earnings (loss) per share from continuing operations—basic		2.75			3.88			1.96			(0.56	)		(0.48	)
Earnings (loss) per share from continuing operations—diluted		2.50			3.78			1.91			(0.56	)		(0.48	)
Earnings (loss) per share—basic		2.75			3.88			2.24			(0.56	)		(3.86	)(8)
Earnings (loss) per share—diluted		2.50			3.78			2.18			(0.56	)		(3.86	)(8)
Financial Position at Year End
Inventory—current value(9)	$	1,632.6		$	1,107.0		$	941.6		$	501.1		$	493.9
Working capital		1,420.1			778.4			778.9			505.1			506.4
Property, plant and equipment		401.1			398.4			239.3			225.0			233.0
Total assets		2,537.3			2,151.0			1,540.8			1,119.3			1,105.3
Long-term debt, including amount due within one year		1,206.5			877.2			526.2			266.3			220.4
Stockholders’ equity		648.7			547.8			439.6			386.6			409.1
Financial Ratios
Inventory turnover—current value basis(9)		3.7x			3.9x			4.0x			3.8x			4.1x
Return on ending stockholders’ equity		11.1	%		17.9	%		12.7	%		(3.5	)%		(23.4	)%
Volume and Per Ton Data
Tons shipped (000)		3,292			3,499			2,821			2,553			2,610
Average selling price per ton	$	1,795		$	1,652		$	1,170		$	858		$	803
Gross profit per ton		261			254			174			140			134
Operating expenses per ton		205			187			139			139			137
Operating profit (loss) per ton		56			67			35			1			(3	)
Profit Margins
Gross profit as a percent of sales		14.5	%		15.3	%		14.9	%		16.4	%		16.6	%
Operating expenses as a percent of sales		11.4			11.3			11.9			16.2			17.0
Operating profit (loss) as a percent of sales		3.1			4.0			3.0			0.2			(0.4	)
Other Data
Average number of employees		5,701			5,819			3,434			3,471			3,715
Tons shipped per average employee		577			601			822			736			703
Capital expenditures	$	35.7		$	32.6		$	32.6		$	19.4		$	10.5
Cash flow provided by (used in) operating activities		(261.0	)		321.5			(170.0	)		(12.6	)		(141.6	)
Dividends declared per common share		0.20			0.20			0.20			0.20			0.20

(1) Includes restructuring and plant closure costs of $4.5 million, or $2.8 million after-tax, and a gain on the sale of assets of $21.6 million, or $13.2 million after-tax.

(2) Includes a $9.6 million, or $5.8 million after-tax, charge from a change in method of applying LIFO and a LIFO liquidation gain of $13.1 million, or $7.9 million after-tax.

(3) In addition to LIFO method change and LIFO liquidation gain noted in (2), includes restructuring and plant closure costs of $4.0 million, or $2.4 million after-tax, a pension curtailment gain of $21.0 million, or $12.8 million after-tax, and gain on the sale of assets of $6.6 million, or $4.0 million after-tax.

(4) Includes restructuring and plant closure costs of $3.6 million, or $2.2 million after-tax, and gain on the sale of assets of $5.6 million, or $3.4 million after-tax.

(5) Includes restructuring and plant closure costs of $6.2 million pretax or $3.8 million after-tax.

(6) Includes an unfavorable adjustment to the sale of Inland Engineered Materials Corporation of $8.5 million pretax, or $5.4 million after-tax, restructuring and plant closure costs of $2.7 million pretax, or $1.6 million after-tax, a $10.9 million pretax, or $6.6 million after-tax, gain on the sale of assets and a $4.1 million pretax, or $2.6 million after-tax, gain on the sale of Company’s interests in China.

(7) In addition to the items noted in (6), includes a $5.1 million pretax, or $3.3 million after-tax, gain from shares received on demutualization of an insurance company.

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(8) In addition to items noted in (6) and (7), includes $82.2 million after-tax, or $3.31 per share, impairment charge resulting from the adoption of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets.” The charge was recorded as the cumulative effect of a change in accounting principle. Also includes $0.07 per share loss from discontinued operations.

(9) Inventory at current value is defined as the sum of inventory plus LIFO reserve. Inventory turnover on the current value basis is defined as cost of materials sold divided by the average monthly inventory at current value. These measures are not recognized financial measures under generally accepted accounting principles in the United States and, therefore, should not be considered in isolation or as an alternative to other financial statement data presented in the consolidated financial statements. Inventory at current value and inventory turnover on the current value basis as presented in this report may not be comparable to similarly titled measures used by other companies.

Reconciliation of Inventories to Inventory—current value

	At December 31,
	2006		2005		2004		2003		2002
	(Dollars in millions)
Inventories at stated LIFO value	$	1,128.6	$	834.3	$	606.9	$	439.9	$	454.8
Excess of replacement cost over stated LIFO value		504.0		272.7		334.7		61.2		39.1
Inventory—current value	$	1,632.6	$	1,107.0	$	941.6	$	501.1	$	493.9

Calculation of Inventory turnover—current value basis:

	2006		2005		2004		2003		2002
	(Dollars in Millions)
Cost of materials sold	$	5,050.9	$	4,893.5	$	2,810.8	$	1,830.4	$	1,747.7
Divide by average monthly inventory—current value	$	1,347.1	$	1,257.0	$	698.5	$	488.1	$	430.9
Inventory turnover—current value basis		3.7x		3.9x		4.0x		3.8x		4.1x

Management considers inventory turnover on the current value basis and inventory at current value to be critical measures and tools in managing its investment in inventory. The Company accounts for its inventory primarily using the LIFO method. Although the LIFO method has the benefit of more accurately matching sales with current cost of material, management believes that inventory turnover calculated using the cost of material sold divided by inventory at a current value basis is the more relevant measure of inventory management.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This section contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. See disclosure presented on the inside of the front cover of this Annual Report on Form 10-K for cautionary information with respect to such forward-looking statements. The following discussion should be read in conjunction with Item 6 “SELECTED FINANCIAL DATA” and the Company’s Consolidated Financial Statements and related Notes thereto in Item 8, “FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.”

Overview

Industry and Operating Trends

The Company purchases large quantities of metal products from primary producers and sells these materials in smaller quantities to a wide variety of metals-consuming industries. More than one-half of the metals products sold are processed by the Company by burning, sawing, slitting, blanking, cutting to length or other techniques. The Company sells its products and services to many industries, including machinery manufacturers, fabricated

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metal products, electrical machinery, transportation equipment, construction, wholesale distributors, and metals mills and foundries. Revenue is recognized upon delivery of product to customers. The timing of shipment is substantially the same as the timing of delivery to customers given the proximity of the Company’s distribution sites to its customers.

Sales, gross profit and operating expense control are the principal factors that impact the Company’s profitability:

Sales.    The Company’s sales volume and pricing is driven by market demand, which is largely determined by overall industrial production and conditions in specific industries in which the Company’s customers operate. Increases in sales volume generally enable the Company both to improve purchasing leverage with suppliers, as the Company buys larger quantities of metals inventories, and to reduce operating expenses per ton sold. Sales prices are also primarily driven by market factors such as overall demand and availability of product. The Company’s net sales include revenue from product sales, net of returns, allowances, customer discounts and incentives.

Gross profit.    Gross profit is the difference between net sales and the cost of materials sold. Cost of materials sold includes metal purchase and in-bound freight costs, third-party processing costs and direct and indirect internal processing costs. The Company’s sales prices to its customers are subject to market competition. Achieving acceptable levels of gross profit is dependent on the Company acquiring metals at competitive prices, its ability to manage the impact of changing prices and efficiently managing its internal and external processing costs.

Operating expenses.    Optimizing business processes and asset utilization to lower fixed expenses such as employee, facility and truck fleet costs which cannot be rapidly reduced in times of declining volume, and maintaining low fixed cost structure in times of increasing sales volume, have a significant impact on the Company’s profitability. Operating expenses include costs related to warehousing and distributing the Company’s products as well as selling, general and administrative expenses.

The metals service center industry is generally considered cyclical with periods of strong demand and higher prices followed by periods of weaker demand and lower prices due to the cyclical nature of the industries in which the largest consumers of metals operate. The manufacturing sector in North America experienced a significant cyclical downturn from mid-2000 through 2003. During this period, sales volume measured in tons per shipping day decreased and adversely impacted the Company’s financial results, which at the time did not include Integris Metals and J&F. The metals service center industry experienced a significant recovery starting in 2004 due to global economic factors including increased demand from China and in the United States, decreased imports into the United States, consolidation in the steelmaking industry, and a rebound of the U.S. manufacturing sector, all of which combined to substantially increase metals selling prices from 2003 levels. During 2006, moderate growth occurred in all product lines. Prices trended upward, and, in particular, rose significantly in stainless steel products due to nickel surcharges. Through the date of this filing in 2007, short-term weakness exists due to excess inventory throughout the supply chain. However, business conditions for most of 2007 are expected to remain generally favorable.

Integris Metals Acquisition

On January 4, 2005, Ryerson acquired all of the capital stock of Integris Metals for a cash purchase price of $410 million, plus assumption of approximately $234 million of Integris Metals’ debt. Prior to the acquisition, Integris Metals was the fourth largest metals service center in North America with leading market positions in aluminum and stainless steel and the Company was a general line materials (primarily metals) distributor and processor, offering a broad line of sheet, bar, tube and plate products in carbon steel and stainless steel and to a lesser extent, aluminum.

The Integris Metals acquisition substantially increased the size of the Company: the acquisition approximately doubled the number of service center facilities maintained by the Company, as well as increased

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the Company’s net sales from $3.3 billion in 2004 to $5.8 billion in 2005. The Company commenced an integration plan in 2005 to consolidate facilities and integrate administrative functions and to date has recorded restructuring charges of $8.0 million for workforce reductions and facility closures related to the acquisition. Completion of the Integris Metals integration is expected to result in additional pre-tax restructuring charges of approximately $4 million to $5 million, as well as incremental operating expenses—primarily for physical relocation of equipment and inventory—of approximately $4 million to $5 million. The restructuring charges consist of employee-related costs including severance and post-retirement benefits, and tenancy and other costs. Approximately half of the charge for restructuring activities is expected to result in cash expenditures. We recorded $4.5 million of restructuring charges during 2006 in accordance with Statement of Financial Accounting Standards No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” and related accounting guidance. When completed, the Company expects the overall integration to impact approximately 20 facilities and 350 employees. The Company expects to capture annualized cost synergies of approximately $60 million through the integration plan, of which approximately $42 million of annualized run-rate cost synergies have been accomplished as of December 31, 2006.

Consistent with generally accepted accounting principles (GAAP), the discussion of the Company’s results of operations for the twelve months ended December 31, 2005 includes the financial results of Integris Metals for all but the first three days of the period. The inclusion of these results, plus the continuing integration process, may render direct comparison with the results for prior periods less meaningful. Accordingly, the discussion below addresses, where appropriate, trends that management believes are significant, separate and apart from the impact of the Integris Metals’ acquisition.

Supplemental information with comparisons of 2005 Statement of Operations data to pro forma data for the comparable periods in 2004 is presented in a separate section below under the subheading “Supplemental Information—Pro Forma Comparisons.” The unaudited pro forma 2004 data presented reflects the Company’s acquisitions of J&F and Integris Metals, the terms of its amended and restated credit agreement dated January 4, 2005 and its 2004 issuances of $175 million convertible senior notes due 2024 and of $150 million of senior notes due 2011, as if all such events had occurred on January 1, 2004.

Historical Results of Operations

	2006			2005			2004
	(In millions, except per share data)
Net sales	$	5,908.9		$	5,780.5		$	3,302.0
Gross profit		858.0			887.0			491.2
Warehousing, delivery, selling, general and administrative expenses		691.2			677.7			393.5
Restructuring charges		4.5			4.0			3.6
Other gains		(21.6	)		(27.6	)		(5.6	)
Operating profit		183.9			232.9			99.7
Income from continuing operations		71.8			98.1			49.0
Income from discontinued operations		—			—			7.0
Net income	$	71.8		$	98.1		$	56.0
Income per common share from continuing operations—diluted	$	2.50		$	3.78		$	1.91
Net income per common share—diluted	$	2.50		$	3.78		$	2.18
Average shares outstanding—diluted		28.7			26.0			25.7

Continuing Operations

The Company reported income from continuing operations in 2006 of $71.8 million, or $2.50 per diluted share, as compared with income from continuing operations of $98.1 million, or $3.78 per diluted share, in 2005, and income from continuing operations of $49.0 million, or $1.91 per diluted share, in 2004. Included in 2006 results are restructuring and plant closure costs of $2.8 million after-tax, or $0.10 per share, and gain on the sale of assets of $13.2 million after-tax, or $0.46 per share.

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Comparison of 2006 with 2005—Continuing Operations

Net Sales

Net sales of $5.91 billion in 2006 increased 2 percent from $5.78 billion in 2005 as a result of a 9 percent increase in average selling price partially offset by a 6 percent decrease in tons shipped. The decrease in volume was largely due to the sale of certain assets of our U.S. oil and gas tubular alloy and bar alloy business in the first quarter of 2006 and the loss of two large accounts in the first quarter of 2006. The average selling price per ton increased in 2006 primarily as a result of significantly higher aluminum and stainless steel prices in the marketplace, with higher surcharges being the largest factor. Carbon steel prices also rose but at a slower rate. There was not a significant change in product mix.

Gross Profit

Gross profit—the difference between net sales and the cost of materials sold—decreased $29.0 million, or 3 percent, to $858.0 million in 2006 from $887.0 million in 2005. Gross profit was unfavorably impacted by an approximately $190 million LIFO charge reflecting the significant run-up in stainless steel and aluminum material costs during 2006. Gross profit as a percentage of sales decreased to 14.5% from 15.3% a year ago, largely due to the significant increase in nickel surcharges on stainless steel, which are generally passed through to customers without markup. Gross profit per ton increased to $261 in 2006 from $254 in 2005.

Expenses

Total 2006 operating expenses increased by $20.0 million to $674.1 million from $654.1 million in 2005.

• Warehousing, delivery, selling, general and administrative expenses in 2006 increased $13.5 million to $691.2 million from $677.7 million in 2005. The increase was primarily due to increased expenses related to the SAP implementation ($8.5 million), higher employee costs ($7.1 million), higher energy-related costs ($2.9 million) and the operating expenses of Lancaster Steel Service acquired in October, 2006 ($2.5 million), offset by an $8.0 million decrease in operating expense due to the sale of the oil and gas business assets in March, 2006.

• Included in 2006 total operating expenses are restructuring and plant closure costs of $4.5 million and a gain of $21.6 million from sale of the oil and gas business assets. 2005 total operating expenses included restructuring and plant closure costs of $4.0 million, a $21.0 million pension curtailment gain and a $6.6 million gain on sale of assets.

Total operating expenses per ton were $205 in 2006 and $187 in 2005. Operating expenses represent 11.4 percent and 11.3 percent of sales in 2006 and 2005, respectively. The average number of employees decreased 2.0 percent in 2006 to 5,701 from 5,819 in 2005.

Operating Profit

Operating profit was $183.9 million in 2006, representing 3.1 percent of sales, compared to an operating profit of $232.9 million, or 4.0 percent of sales, in 2005. The decrease in 2006 operating profit resulted from lower level of gross profit generated and higher operating expenses in 2006, as discussed above.

Other Expenses

Other expenses, primarily interest and financing costs, decreased to $69.7 million in 2006 from $72.3 million in 2005 primarily due to lower average borrowings of approximately $130 million on the Company’s credit facility partially offset by slightly higher borrowing rates in 2006.

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Provision for Income Taxes

In 2006, the Company recorded income tax expense of $42.4 million compared to $62.5 million in 2005. The effective tax rate was 37.1 percent in 2006 compared to 38.9 percent in 2005. In 2005, the Company recorded a $2.1 million income tax benefit as a result of a favorable settlement from an IRS examination and a $2.2 million income tax expense related to estimated tax exposures. The lower effective tax rate in 2006 resulted from a higher proportion of income taxed at lower-than-U.S foreign income tax rates.

Earnings Per Share

Diluted earnings per share from continuing operations were $2.50 in 2006 and $3.78 in 2005, with the decrease due primarily to the results of operations discussed above. In addition, the diluted shares outstanding increased 2.7 million shares primarily related to the dilutive effect of the convertible notes, stock option exercises and the dilutive effects of stock-based compensation.

Comparison of 2005 with 2004—Continuing Operations

Net Sales

Net sales of $5.78 billion in 2005 increased 75 percent from $3.3 billion in 2004 as a result of a 41 percent increase in average selling price and a 24 percent increase in tons shipped. The Company had a shift in the mix of products sold to an increased proportion of higher priced stainless steel and aluminum due to the acquisition of Integris Metals on January 4, 2005. All of the increase in tons shipped was attributable to the acquisition of Integris Metals.

Gross Profit

Gross profit—the difference between net sales and the cost of materials sold—increased $395.8 million, or 81 percent, to $887.0 million in 2005 from $491.2 million in 2004. The change in the LIFO method of inventory valuation for the domestic portion of our inventory decreased gross profit by $9.6 million in 2005. However, as a result of inventory reductions, gross profit benefited from the liquidation of LIFO inventory carried at lower costs by $13.1 million in 2005. Gross profit as a percentage of sales increased to 15.3% from 14.9% a year ago. Gross profit per ton increased to $254 in 2005 from $174 in 2004, primarily attributable to the acquisition of Integris Metals, which increased average selling price due to the shift in product mix discussed above in “Net Sales.”

Expenses

Total operating expenses in 2005 increased $262.6 million to $654.1 million from $391.5 million in 2004. Approximately $238.1 million of the $262.6 million increase was attributable to expenses from Integris Metals.

• Warehousing, delivery, selling, general and administrative expenses in 2005 increased to $677.7 million from $393.5 million in 2004. The increase was primarily due to expenses from Integris Metals ($259.1 million), to increased delivery expenses of $8.4 million resulting from higher volume, higher diesel fuel costs and increased transportation prices, in addition to higher costs for labor ($3.2 million), group insurance and pension costs ($2.5 million), and repair and maintenance costs ($1.2 million). The increase was also attributable to higher costs for stock-based compensation ($3.4 million), professional fees ($2.5 million), and audit fees ($2.1 million).

• Included in the total operating expenses are restructuring and plant closure costs of $4.0 million for 2005 and $3.6 million in 2004. Also included in 2005 total operating expenses was a pension curtailment gain of $21.0 million.

Total operating expenses per ton was $187 in 2005 and $139 in 2004. Operating expenses represent 11.3 percent and 11.9 percent of sales in 2005 and 2004, respectively. The average number of employees increased 69

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percent in 2005 to 5,819 from 3,434 in 2004 due to the Integris Metals acquisition. Tons shipped per employee decreased 27 percent from 822 tons to 601 tons. Operating expenses per ton are higher than historical levels and tons shipped per employee are lower than historical levels due to the shift in the Company’s product mix toward more aluminum and stainless steel after the acquisition of Integris Metals. Aluminum is lighter in weight than carbon and stainless is processed more slowly because of its surface-critical applications. As a result, expenses per ton have increased, while tons shipped per employee decreased.

Operating Profit

Operating profit was $232.9 million in 2005, representing 4.0 percent of sales, compared to an operating profit of $99.7 million, or 3.0 percent of sales, in 2004. The higher operating profit was primarily due to the acquisition of Integris Metals and the higher level of gross profit generated from higher average selling price in 2005, as discussed above.

Other Expenses

Other expenses, primarily interest and financing costs, increased to $72.3 million in 2005 from $23.7 million in 2004. Higher levels of credit facility borrowings to fund the Integris Metals acquisition and increased working capital requirements during 2005 were primarily responsible for the increase in interest and financing costs as well as higher interest rates and increased amortization of debt issuance costs associated with debt issued in the fourth quarter of 2004 and the amendment of the Company’s credit facility in the first quarter of 2005. See “Total Debt” in “Liquidity and Capital Resources” section below for a further discussion of outstanding debt.

Provision for Income Taxes

In 2005, the Company recorded income tax expense of $62.5 million compared to $27.0 million in 2004. The effective tax rate was 38.9 percent in 2005 compared to 35.5 percent in 2004. In 2005, the Company recorded a $2.1 million income tax benefit as a result of a favorable settlement from an IRS examination and a $2.2 million income tax expense related to estimated tax exposures. In 2004, the Company recorded a $1.9 million income tax benefit as a result of the reassessment of the valuation allowance for certain state deferred tax assets. The higher effective tax rate in 2005 resulted from higher state and local income taxes.

Earnings Per Share

Diluted earnings per share from continuing operations was $3.78 in 2005 and $1.91 in 2004, with the increase due primarily to the results of operations discussed above.

Discontinued Operations

Regarding discontinued operations, on July 16, 1998, Ispat International N.V. (“Ispat”) acquired Inland Steel Company (“ISC”), the Company’s wholly owned subsidiary that constituted the steel manufacturing and related operations segment of the Company’s consolidated operations. In 1998, the Company recorded a $510.8 million after-tax gain from this transaction. In the second quarter of 2002, the Company recorded a $1.7 million after-tax charge as an additional accrual for environmental indemnification claims made by Ispat in connection with the sale of ISC. In 2003, the Company and Ispat settled all environmental and other indemnification claims between them related to the Company’s indemnification obligations under the ISC/Ispat Merger Agreement and certain matters related to the Ispat Pension Plan. Details of the settlement are discussed in the “ISC/Ispat Transaction” below. In 2004, Ispat made the final required contributions to the Ispat Pension Plan and the Company reduced its liability related to its guaranty to the Pension Benefit Guaranty Corporation (“PBGC”) that Ispat would make the required payments. The Company’s liability was reduced from $5.5 million to zero and a favorable $3.5 million after-tax adjustment to the gain on the sale of ISC was recorded. In 2004, the Company also recorded a favorable $3.5 million after-tax adjustment to the gain on the sale of ISC related to the

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settlement of litigation with insurers regarding coverage issues. The combined benefit of these two matters to 2004 earnings was $7.0 million after-tax, or $0.27 per diluted share.

Supplemental Information—Pro forma Comparisons

Management’s discussion below reflects its analysis of the pro forma data presented below. Management believes that the comparison of 2005 results with unaudited 2004 pro forma data will assist in understanding trends in the Company’s business for the factors that management considers critical to assessing the Company’s operating and financial performance. The unaudited pro forma 2004 data presented below reflects the Company’s acquisitions of J&F and Integris Metals, the terms of its amended and restated credit agreement dated January 4, 2005 and its 2004 issuances of $175 million Convertible Senior Notes due 2024 and of $150 million of Senior Notes due 2011, as if all such events had occurred on January 1, 2004. See “Pro Forma Results Reconciliation” below for a reconciliation of 2004 historical results to 2004 pro forma data.

	2005			Unaudited Pro forma 2004
	(In millions)
Net sales	$	5,780.5		$	5,409.0
Gross profit		887.0			870.4
Warehousing, delivery, selling, general and administrative expenses		677.7			664.6
Restructuring charges		4.0			5.2
Other gains		(27.6	)		(8.0	)
Operating profit		232.9			208.6
Income from continuing operations		98.1			94.6

Comparison of 2005 with 2004 Unaudited Pro forma—Continuing Operations

Net Sales

Net sales of $5.78 billion in 2005 increased 7 percent from $5.41 billion pro forma 2004 as a result of a 12 percent increase in average selling price partially offset by a 5 percent decrease in tons shipped. The Company continued to benefit in 2005 from higher metals prices, which began to increase in early 2004. However, carbon flat-rolled pricing declined in 2005 from fourth quarter 2004 levels as supply shortages were alleviated in 2005.

Gross Profit

Gross profit—the difference between net sales and the cost of materials sold—increased 1.9 percent to $887.0 million in 2005 from $870.4 million pro forma 2004. Gross profit as a percentage of sales decreased to 15.3 percent from 16.1 percent a year ago. The pro forma 2004 results reflect Integris Metals cost of material on a weighted-average cost basis for stainless and carbon steel, which resulted in higher gross margin in 2004 as prices increased rapidly. During 2005, as stated above, all of the Company’s domestic inventories are valued using the LIFO method. Gross profit per ton increased to $254 in 2005 from $237 pro forma 2004 due to higher selling prices.

Expenses

Total operating expenses in 2005 decreased $7.7 million to $654.1 million from $661.8 million pro forma 2004.

• Warehousing, delivery, selling, general and administrative expenses in 2005 increased $13.1 million to $677.7 million from $664.6 million pro forma 2004. The increase was primarily due to increased delivery expenses of $9.2 million resulting from higher diesel fuel costs and increased transportation prices, in addition to higher labor costs ($3.5 million), group insurance and pension costs ($4.9 million) and higher costs for stock-based compensation ($3.4 million). The increase was partially offset by lower sales incentive bonuses ($10.7 million).

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• 2005 total expenses include a pension curtailment gain of $21.0 million.

• Included in the total expenses are restructuring and plant closure costs of $4.0 million for 2005 and $5.2 million pro forma 2004.

Total operating expenses per ton were $187 in 2005 and $180 pro forma 2004, primarily the effect of lower shipment in 2005 from 2004 pro forma volume.

Operating Profit

Operating profit was $232.9 million in 2005, representing 4.0 percent of sales, compared to an operating profit of $208.6 million, representing 3.9 percent of sales, pro forma 2004. The improvement was due to the higher level of gross profit generated from higher average selling price in 2005 aided by lower operating expenses, as discussed above.

Liquidity and Capital Resources

The Company’s primary sources of liquidity are cash and cash equivalents, cash flows from operations and borrowing availability under its revolving credit facility. Its principal source of operating cash is from the sale of metals and other materials. Its principal uses of cash are for payments associated with the procurement and processing of metals and other materials inventories, costs incurred for the warehousing and delivery of inventories and the selling and administrative costs of the business, and for capital expenditures.

The Company had cash and cash equivalents at December 31, 2006 of $55.1 million, compared to $27.4 million at December 31, 2005. At December 31, 2006, the Company had $1,207 million of total debt outstanding, a debt-to-capitalization ratio of 65% and $188 million available under its revolving credit facility. At December 31, 2005, the Company had $877 million of total debt outstanding, a debt-to-capitalization ratio of 62% and $575 million available under its revolving credit facility.

Net cash used by operating activities was $261.0 million in 2006, primarily due to a $287.7 million increase in inventories and a $34.6 million increase in accounts receivable. The cash outflow from the increase in inventory and receivables was partially offset by net income of $71.8 million, and an increase in accrued taxes payable of $23.8 million. Accounts receivable was higher at December 31, 2006 than at December 31, 2005 because of higher average selling prices during the fourth quarter. Inventory was higher at December 31, 2006 than at December 31, 2005, due to an increase in the amount of material on hand and higher average metal costs. The Company also made income tax payments of $53.7 million in 2006 and $82.8 million in 2005.

Net cash used for investing included capital expenditures of $35.7 million and $32.6 million in 2006 and 2005, respectively. In 2006, the Company sold certain assets related to its U.S. oil and gas tubular alloy and bar alloy business generating cash proceeds of $54.3 million, and sold four exited facilities and other assets, generating cash proceeds of $11.2 million. In 2005, the Company sold five exited facilities and other assets, generating cash proceeds of $25.3 million. During the fourth quarter of 2006, the Company acquired Lancaster Steel, in which the Company invested a total of approximately $33.2 million, by paying $17.6 million in cash, net of $0.4 million of cash acquired, and by assuming $15.6 million of Lancaster Steels’ then-existing debt. Also during the fourth quarter of 2006, the Company contributed $28.3 million to form VSC-Ryerson China Limited, a joint venture with Van Shung Chong Holdings Limited, a Hong Kong Stock Exchange listed company, in which the Company owns a 40 percent equity interest in VSC-Ryerson China Limited. During the first quarter of 2005, the Company acquired Integris Metals, in which the Company invested a total of approximately $644.1 million, by paying $410.1 million in cash, net of $1.1 million of cash acquired, and by assuming $234.0 million of Integris Metals’ then-existing debt. Ryerson paid for these acquisitions with funds borrowed under the Company’s credit facility.

Net cash provided by financing activities during 2006 was $305.4 million as compared to $105.6 million during 2005, as a result of net borrowings under the Company’s revolving credit facility. During 2006, the

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Company received $10.7 million of proceeds on the exercise of common stock options. During 2005, the Company received $3.8 million of proceeds on the exercise of common stock options.

The Company believes that cash flow from operations and proceeds from the amended credit facility and the securitization facility will provide sufficient funds to meet the Company’s contractual obligations and operating requirements in the normal course. The Company believes that new public or private debt or equity financing is a potential future source of funding. In the event the Company were to seek such debt financing, the ability to complete any future financing and the amount, terms and cost of any such future financing would be subject to debt market conditions at that time.

The Company announced on January 2, 2007 that it had received notice from Harbinger Capital Partners Master Fund I, Ltd. And Harbinger Capital Partners Special Situations Fund, L.P. seeking to nominate seven individuals for election to Ryerson’s Board of Directors at its 2007 Annual Meeting of shareholders to replace a majority of the existing Board of Directors of Ryerson Inc. A change in the majority of the existing Board under such circumstances, or acquisition by a third party of 30% or more of the Company’s stock, would constitute a change in control or termination event under the Company’s credit and securitization facilities resulting in acceleration of borrowings thereunder. In addition, a change in control would give the holders of its 2024 notes and its 2011 notes the right to require the Company to repurchase all or any part of such holder’s notes for cash. A number of the Company’s retirement and other employee benefit plans require severance and other cash payments in the event of termination of employees with rights to benefits under those plans in the event of a change in control. A “change in control” under a variety of contractual arrangements with service vendors, software providers and others could result in termination of required services and acceleration of payments or imposition of financial penalties.

The termination of the Company’s borrowing facilities and its repurchase obligations under the indentures for its notes would leave the Company with insufficient working capital and cash flow to acquire inventory for resale and to otherwise operate its business. The Company’s ability to continue to operate its business would depend on its ability to find replacement credit facilities, which would be subject to general economic conditions, credit availability, assessment of its credit-worthiness and other factors beyond the Company’s control. If the Company is not able to obtain credit or to generate sufficient cash flow to service its debt and other obligations in connection with a change in control, it would be materially adversely affected.

If the Company is able to obtain replacement credit facilities, it may incur substantial costs and expenses in replacing the facilities. There can be no assurance that any replacement facilities will be obtained on favorable terms.

The Company’s Board of Directors and its advisors conducted a thorough evaluation of Harbinger’s proposal and will oppose its efforts to obtain control of the Company’s Board and, consequently, the Company. The Board believes that implementing the Company’s current strategic plan will significantly enhance value for all shareholders. In addition, the Board has retained UBS Investment Bank as its financial advisor to assist in comparing the Company’s current plan with other strategic alternatives, which may create additional value. Ryerson may not update its process or disclose developments with respect to potential strategic initiatives unless the Board has approved a definitive course of action or transaction.

Total Debt

As a result of the cash flow outflow from operating activities and investing activities, total debt in the Consolidated Balance Sheet increased to $1,206.5 million at December 31, 2006 from $877.2 million at December 31, 2005.

Total debt outstanding as of December 31, 2006 consisted of the following amounts: $881.5 million borrowing under the Credit Facility, $175 million 3.50% Convertible Senior Notes, and $150 million 8 ¹/4% Senior Notes. Discussion of each of these borrowing arrangements follows.

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Credit Facility

On January 4, 2005, the Company amended and restated its $525 million revolving credit facility and the $350 million revolving credit facility assumed in connection with the Integris Metals acquisition, to establish a new 5-year, $1.1 billion revolving credit facility. On December 20, 2005, the Company entered into an amendment effective January 3, 2006 (the “Amendment No. 1”) to the credit facility (collectively referred to as the “Credit Facility”). The amendment extended the termination date of the Credit Facility for an additional year to January 4, 2011; reduced interest rates and fees on the Credit Facility as discussed below; eliminated the lenders’ right to request the pledge of the stock of certain of the Company’s subsidiaries; and provided further flexibility in the covenants and restrictions under the Credit Facility as discussed below. The amount of the Credit Facility could be increased by up to $200 million under certain circumstances.

At December 31, 2006, under the Company’s Credit Facility, the Company had $882 million outstanding funded borrowing, $30 million of letters of credit issued and $188 million available, compared to $575 million available on December 31, 2005. The weighted average interest rate on the borrowings under the revolving credit agreement was 6.9 percent and 6.4 percent at December 31, 2006 and 2005, respectively.

Amounts outstanding under the Credit Facility bear interest, at our option, at a rate determined by reference to the base rate (the greater of the Federal Funds Rate plus 0.50% and JPMorgan Chase Bank’s prime rate) or a LIBOR rate or, for our Canadian subsidiaries that are borrowers, a rate determined by reference to the Canadian base rate (the greater of the Federal Funds Rate plus 0.50% and JP Morgan Chase Bank’s Toronto Branch’s reference rate for Canadian Dollar loans in Canada), the prime rate (the greater of the Canadian Dollar bankers’ acceptance rate plus 0.50% and JP Morgan Chase Bank’s Toronto Branch’s reference rate for Canadian Dollar loans in Canada) or an “acceptance fee” rate payable upon the sale of a bankers’ acceptance. The spread over the base rate was between 0.00% and 0.75% and the spread over the LIBOR rate and for bankers’ acceptances was between 1.00% and 1.75%, depending on the amount available to be borrowed. Overdue amounts and all amounts owed during the existence of a default would bear interest at 2% above the rate otherwise applicable.

In addition to paying interest on outstanding principal, the Company (and certain of its subsidiaries that also are permitted to borrow under the facility) were required to pay a commitment fee of up to 0.375% of the daily average unused portion of the committed loans under the Credit Facility (i.e., the difference between the commitment amount and the daily average balance of loans plus letter of credit liabilities).

Borrowings under the Credit Facility are secured by first-priority liens on all of the inventory, accounts receivable, lockbox accounts and the related assets (including proceeds) of the Company, other subsidiary borrowers and certain other U.S. and Canadian subsidiaries that act as guarantors.

In addition to funded borrowings under the Credit Facility, the Credit Facility Agreement also provided collateral for certain letters of credit that we may obtain thereunder and for certain derivative obligations that are identified by us from time to time.

The Credit Facility permits stock repurchases, the payment of dividends and the prepayment/repurchase of our debt, the 3.50% Convertible Senior Notes due 2024 (the “2024 Notes’) and the 8 ¹/4% Senior Notes due 2011 (the “2011 Notes” and collectively, with the 2024 Notes, the “Bonds”). Stock repurchases, dividends and (with respect to the Bonds, if not made from the proceeds of new debt or equity) prepayment/repurchase of debt are subject to specific liquidity tests (the breach of which would result in the application of more stringent aggregate limits). In the most restrictive case, the Company would be prohibited from prepaying/repurchasing any of the Bonds until the applicable maturity date (except from the proceeds of new debt or equity) and would be limited to a maximum payment of $10 million in dividends on common stock (and $200,000 on preferred stock) in any fiscal year, a maximum of $15 million during any twelve month period for equity purchases relating to stock, options or similar rights issued in connection with an employee benefit plan and a maximum of $5 million in aggregate with respect to other stock purchases.

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The Credit Facility also contains covenants that, among other things, limit the incurrence of debt, the creation of liens, transactions with affiliates, mergers and consolidations, sales of assets and acquisitions. The Credit Facility also requires that, if availability under the Credit Facility declines to a certain level, we maintain a minimum fixed charge coverage ratio as of the end of each fiscal quarter and provides for a default upon (among other things) the occurrence of a change of control of Ryerson and a cross-default to other financing arrangements.

The lenders under the Credit Facility have the ability to reject a borrowing request if there has occurred any event, circumstance or development that has had or could reasonably be expected to have a material adverse effect on the Company. If Ryerson, or any significant subsidiaries becomes insolvent or commences bankruptcy proceedings, all amounts borrowed under the Credit Facility will become immediately due and payable.

Proceeds from Credit Facility borrowings and repayments of Credit Facility borrowings in the Consolidated Statement of Cash Flows represent borrowings under the Company’s revolving credit agreement with original maturities greater than three months. Net short-term proceeds (repayments) under the Credit Facility represent borrowings under the Credit Facility with original maturities less than three months.

On January 26, 2007, the Company entered into an amendment and restatement to its existing $1.1 billion Credit Facility that would have expired on January 4, 2011. This transaction resulted in a 5-year, $750 million revolving credit facility (the “Amended Credit Facility”). Also on January 26, 2007, Ryerson Funding LLC, a special purpose subsidiary of Joseph T. Ryerson & Son, Inc. entered into a 5-year, $450 million revolving securitization facility (the “Securitization Facility”). The details of these two new credit transactions are discussed in the Subsequent Events section.

$100 Million 9 ¹/8% Notes due 2006

In July 2006, the Company paid the 2006 Notes with proceeds from borrowings under the credit facility.

$175 Million 3.50% Convertible Senior Notes due 2024

At December 31, 2006, $175 million of the Company’s 2024 Notes remain outstanding. The 2024 Notes pay interest semi-annually and are fully and unconditionally guaranteed by Ryerson Procurement Corporation, one of our wholly-owned subsidiaries, on a senior unsecured basis and are convertible into common stock of Ryerson at an initial conversion price of approximately $21.37 per share. The 2024 Notes mature on November 1, 2024.

Holders of the 2024 Notes have the right to require Ryerson to repurchase some or all of their 2024 Notes for cash at a repurchase price equal to 100% of the principal amount of the 2024 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but not including, the repurchase date, on November 1, 2009, November 1, 2014 and November 1, 2019, or following a fundamental change (as defined in the Indenture dated as of November 10, 2004 by and among Ryerson Inc., Ryerson Procurement Corporation and The Bank of New York Trust Company, N.A., as Trustee, for the 2024 Notes (the “2024 Notes Indenture”) including a change in control of the Company) that occurs at any time prior to maturity of the 2024 Notes.

The 2024 Notes are convertible into shares of common stock of Ryerson on or prior to the trading day preceding the stated maturity, under the following circumstances: (1) during any calendar quarter (and only during such calendar quarter) commencing after December 31, 2004 and before January 1, 2020, if the last reported sale price of Ryerson’s common stock is greater than or equal to 125% of the conversion price for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter; (2) at any time on or after January 1, 2020, if the last reported sale price of common stock on any date on or after December 31, 2019 is greater than or equal to 125% of the conversion price; (3) subject to certain limitations, during the five business day period after any five consecutive trading day period in which the trading price per note for each day of that period was less than 98% of the product of the conversion rate and the

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last reported sale price of the common stock of Ryerson; (4) if we call the 2024 Notes for redemption; or (5) upon the occurrence of certain corporate transactions. At December 31, 2006, none of these events had occurred and, as a result, the holders of the 2024 Notes did not have the right to convert their 2024 Notes.

The 2024 Notes are convertible into the common stock of Ryerson at an initial conversion price of approximately $21.37 per share (equal to an initial conversion rate of 46.7880 shares per $1,000 principal amount) upon the occurrence of certain events. Article 15 of the 2024 Notes Indenture provides for the conversion terms. The 2024 Notes Indenture provides that the conversion price will be adjusted downward (resulting in more shares of common stock being issued) if Ryerson (1) issues shares of common stock as a dividend or distribution on outstanding shares of common stock or effects a share split of its common stock, (2) issues to its holders of common stock short-term rights or warrants to subscribe for or purchase shares of the common stock at a price per share less than current market value (subject to readjustment to the extent that such rights or warrants are not exercised prior to their expiration), (3) distributes shares of capital stock, evidences of indebtedness or other assets or property to its common stockholders, (4) makes any cash dividend or distribution to common stockholders in excess of $0.05 per share during any fiscal quarter or (5) makes a payment in respect of a tender offer or exchange offer for common stock at a price per share in excess of the then-current market price. Conversely, the conversion price will be adjusted upward to reflect any reverse stock split or share combination involving the common stock. Upon conversion, Ryerson will deliver cash equal to the lesser of the aggregate principal amount of the 2024 Notes being converted and Ryerson’s total conversion obligation (the market value of the common stock into which the 2024 Notes are convertible), and common stock in respect of the remainder.

$150 Million 8 ¹/4% Senior Notes due 2011

At December 31, 2006, $150 million of the Company’s 2011 Notes remain outstanding. The 2011 Notes pay interest semi-annually and are fully and unconditionally guaranteed by Ryerson Procurement Corporation, on a senior unsecured basis. The 2011 Notes mature on December 15, 2011.

The 2011 Notes contain covenants that limit the Company’s ability to incur additional debt; issue redeemable stock and preferred stock; repurchase capital stock; make other restricted payments including, without limitation, paying dividends and making investments; redeem debt that is junior in right of payment to the 2011 Notes; create liens without securing the 2011 Notes; sell or otherwise dispose of assets, including capital stock of subsidiaries; enter into agreements that restrict the payment of dividends from subsidiaries; merge, consolidate and sell or otherwise dispose of substantially all of our assets; enter into sale/leaseback transactions; enter into transactions with affiliates; guarantee indebtedness; and enter into new lines of business. These covenants are subject to a number of exceptions and qualifications. If the 2011 Notes were to receive an investment grade rating from both Moody’s Investors Services Inc. and Standard & Poor’s Ratings Group, certain of these covenants would be suspended for so long as the 2011 Notes continue to be rated as investment grade.

Under the terms of the indentures governing the 2011 Notes, a change in control of the Company gives each note holder the right to require the Company to repurchase all or any part of such holder’s notes at a purchase price in cash equal to accrued and unpaid interest plus, 101% of the principal amount of the 2011 Notes.

Pension Funding

The Company made a contribution of $18.8 million and $10.3 million in 2006 and 2005 to improve the plans funded status, respectively. At December 31, 2006, as reflected in “NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Note 9: Retirement Benefits.” pension liabilities exceeded trust assets by $91 million. The Company anticipates that it will not have any required pension contribution funding under the Employee Retirement Income Security Act of 1974 (“ERISA”) in 2007 but could have sizable future pension contribution requirements for the Ryerson Pension Plan, into which the Integris Pension Plan was merged in

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2005 and the Lancaster Steel Company pension plan was merged at December 31, 2006. Future contribution requirements depend on the investment returns on plan assets, the impact of discount rates on pension liabilities, and changes in regulatory requirements. The Company is unable to determine the amount or timing of any such contributions required by ERISA or whether any such contributions would have a material adverse effect on the Company’s financial position or cash flows. The Company believes that cash flow from operations and its Credit Facility described above will provide sufficient funds if the Company elects to make a contribution in 2007.

Income Tax Payments

The Company paid income taxes of $53.7 million and $82.8 million in 2006 and 2005, respectively. The Company expects to pay income taxes of approximately $6 million in the first quarter of 2007 and may be required to pay additional amounts thereafter in 2007 depending upon the Company’s profitability.

Off-Balance Sheet Arrangements

In the normal course of business with customers, vendors and others, Ryerson has entered into off-balance sheet arrangements, such as letters of credit, which totaled $30 million as of December 31, 2006. Ryerson has also guaranteed the borrowings of Coryer under Coryer’s credit facility. At December 31, 2006, the amount of the guaranty was $3.8 million. Additionally, other than normal long term operating leases included in the Contractual Obligations table below, the company does not have any material off-balance sheet financing arrangements. None of these off-balance sheet arrangements either has, or is likely to have, a material effect on Ryerson’s current or future financial condition, results of operations, liquidity or capital resources.

Contractual Obligations

The following table presents contractual obligations at December 31, 2006:

	Payments Due by Period
Contractual Obligations*	Total		Less than 1 year		1 – 3 years		4 – 5 years		After 5 years
	(In millions)
Long-Term Notes	$	150	$	—	$	—	$	150	$	—
Convertible Senior Note		175		—		175		—		—
Credit Facility		882		82		—		800		—
Interest on Long-Term Notes, Convertible Senior Note and Credit Facility		414		79		159		98		78
Purchase Obligations		207		207		—		—		—
Operating leases		85		24		27		15		19
Total	$	1,913	$	392	$	361	$	1,063	$	97

* The contractual obligations disclosed above do not include the Company’s potential future pension funding obligations (see discussion above).

Subsequent Events

Shareholder Proposal

On January 2, 2007, Harbinger Capital Partners announced it is seeking to elect seven nominees, which would be a majority, to Ryerson’s Board of Directors at the Company’s 2007 Annual Meeting. Ryerson’s Board of Directors and its advisors conducted a thorough evaluation of Harbinger’s analysis and proposal compared to

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Ryerson’s short-term and long-term plans. Based on this evaluation, Ryerson’s Board disagrees with Harbinger’s analysis and will oppose its efforts to obtain control of Ryerson’s Board and consequently, the Company. The Board believes that implementing the company’s current strategic plan will significantly enhance value for all shareholders. In addition, the Board has retained UBS Investment Bank as its financial advisor to assist in comparing the Company’s current plan with other strategic alternatives which may create additional value.

Amended Credit Facility and Securitization Facility

On January 26, 2007, Ryerson Inc. entered into an amendment and restatement to its existing $1.1 billion revolving credit facility that would have expired on January 4, 2011. This transaction resulted in a new 5-year, $750 million revolving credit facility (the “Amended Credit Facility”). During January 2007, we recorded a charge of $2.7 million for unamortized debt issuance costs related to the Amended Credit Facility.

Amounts outstanding under the Amended Credit Facility bear interest at a rate determined by reference to the base rate (the greater of the Federal Funds Rate plus 0.50% and JPMorgan Chase Bank’s prime rate) or a LIBOR rate or, for the Company’s Canadian subsidiary that is a borrower, a rate determined by reference to the Canadian base rate (the greater of the Federal Funds Rate plus 0.50% and JP Morgan Chase Bank’s Toronto Branch’s reference rate for Canadian Dollar loans in Canada) and the prime rate (the greater of the Canadian Dollar bankers’ acceptance rate plus 0.50% and JP Morgan Chase Bank’s Toronto Branch’s reference rate for Canadian Dollar loans in Canada). The spread over the base rate is between 0.25% and 0.75% and the spread over the LIBOR and for the bankers’ acceptances is between 1.00% and 1.75%, depending on the amount available to be borrowed. Overdue amounts and all amounts owed during the existence of a default bear interest at 2% above the rate otherwise applicable thereto.

Borrowings under the Amended Credit Facility are secured by first-priority liens on all of the inventory, accounts receivables (excluding U.S. receivables), lockbox accounts and related assets of the Company, other subsidiary borrowers and certain other U.S. subsidiaries of the Borrower that act as guarantors.

The Amended Credit Agreement also contains covenants that, among other things, restrict the Company and its subsidiaries with respect to the incurrence of debt, the creation of liens, transactions with affiliates, mergers and consolidations, sales of assets and acquisitions. The Amended Credit Facility also requires that, if availability under the Amended Credit Facility declines to a certain level, the Company maintain a minimum fixed charge coverage ratio as of the end of each fiscal quarter and includes defaults upon (among other things) the occurrence of a change of control of the Company and a cross-default to other financing arrangements.

The lenders under the Credit Facility have the ability to reject a borrowing request if there has occurred any event, circumstance or development that has had or could reasonably be expected to have a material adverse effect on the Company. If the Company, any of the other borrowers or any significant subsidiaries of the other borrowers becomes insolvent or commences bankruptcy proceedings, all amounts borrowed under the Amended Credit Facility will become immediately due and payable.

On January 26, 2007, Ryerson Funding LLC (the “SPV”), a wholly owned special purpose subsidiary of Joseph T. Ryerson & Son, Inc. (the “Originator”) entered into a 5-year, $450 million revolving securitization facility (the “Securitization Facility”). In connection with the Securitization Facility, the Originator will sell and/or contribute accounts receivables to the SPV. The SPV will thereafter make borrowings from the lenders secured by the receivables. The Originator will continue to service accounts receivable on behalf of the SPV for a monthly fee.

Borrowings under the Securitization Facility are secured by first-priority liens on all of the accounts receivables sold or contributed to SPV by the Originator and related assets of the SPV.

The Securitization Facility contains covenants that, among other things, restrict the SPV with respect to the incurrence of debt, the creation of liens, transactions with affiliates, mergers and consolidations, sales of assets

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and acquisitions. The Securitization Facility includes defaults upon (among other things) the occurrence of a change of control of the SPV and a cross-default to other financing arrangements.

If the SPV or Originator becomes insolvent or commences bankruptcy proceedings, all amounts borrowed under the Securitization Facility will become immediately due and payable.

Capital Expenditures

Capital expenditures during 2006 and 2005 totaled $35.7 million and $32.6 million, respectively. Capital expenditures were primarily for machinery and equipment and SAP implementation related costs.

The Company anticipates capital expenditures, excluding acquisitions, to be in the range of $40 million to $50 million in 2007, which will maintain or improve the Company’s processing capacity and upgrade the Company’s information technology capability.

In 2004, the Company commenced an upgrade of its systems capability through consolidating its multiple information technology operating platforms onto one integrated SAP platform. Including the additional Integris Metals facilities that will need to be converted to SAP as well as the enhanced functionality, the Company anticipates that the full implementation of SAP by the end of 2008 will require total expenditures of $80 million, an increase over the previous estimate of $65 million, for the Company-wide conversion, $41 million of which are capital expenditures. Through the end of 2006, the Company has spent $58 million, $32 million of which were capital expenditures.

Restructuring

2006

In 2006, the Company recorded a charge of $4.0 million due to workforce reductions resulting from our integration of IM-US and IM Canada (collectively, “Integris Metals”) with Ryerson. The charge consists of future cash outlays of $2.8 million for employee-related costs, including severance for 170 employees, non-cash costs totaling $1.0 million for pensions and other post-retirement benefits and $0.2 million for future lease payments for a closed facility. Combined with the 2005 restructuring charge discussed below, to date the Company has recorded a total charge of $8.0 million for workforce reductions and facility closures related to our acquisition of Integris Metals. The Company expects to record additional restructuring charges of $4 million to $5 million for workforce reductions, tenancy and other costs related to the acquisition of Integris Metals as the integration process continues over the next 12 months. In 2006, the Company also recorded a charge of $0.5 million for other workforce reductions. The charge consists of future cash outlays for employee-related costs, including severance for 16 employees. The December 31, 2006 accrual balance will be paid primarily in 2007.

2005

The Company recorded a charge of $4.0 million in 2005 due to workforce reductions resulting from the integration of Integris Metals with the Company. The charges consist of costs for employees that were employed by the Company prior to the acquisition, including severance for 33 employees and other future cash outlays totaling $2.6 million and non-cash costs totaling $1.4 million for pensions and other post-retirement benefits.

2004

In the third quarter of 2004, the Company recorded a charge of $3.0 million as a result of consolidating two locations into one facility in the Northeast region of the United States. The charge consists of employee-related costs, including severance for 30 employees. In the second quarter of 2004, the Company recorded a charge of $0.6 million as a result of workforce reductions. The charge consists of employee-related costs, including severance for 3 employees. The restructuring actions associated with the charges have been completed. In 2005, the Company completed the utilization of the accrual.

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Deferred Tax Assets

At December 31, 2006, the Company had net deferred tax assets of $154 million comprised primarily of $53 million of Alternative Minimum Tax (“AMT”) credit carryforwards, a deferred tax asset related to post-retirement benefits other than pensions (FASB Statement No. 106 obligation) of $77 million, a deferred tax asset related to pension liability of $34 million and state net operating loss tax credit carryforwards of $8 million. The Company believes that it is more likely than not that the Company will realize all of its deferred tax assets, except for certain of its state NOL carryforwards for which a valuation allowance of $1 million has been provided as discussed below.

The AMT credit carryforwards may be used indefinitely to reduce regular federal income taxes. The Company believes that it is more likely than not that all of its federal tax credits and carryforwards will be realized.

At December 31, 2006, the deferred tax asset related to the Company’s post-retirement benefits other than pensions was $77 million. At December 31, 2006, the Company also had a deferred tax asset related to the Company’s pension liability of $34 million. To the extent that future annual charges under FASB Statement No. 106 and the pension expense continue to exceed amounts deductible for tax purposes, this deferred tax asset will continue to grow. Thereafter, even if the Company should have a tax loss in any year in which the deductible amount would exceed the financial statement expense, the tax law provides for a 20-year carryforward period of that loss.

The Company had $8 million of state net operating loss (“NOL”) carryforwards available at December 31, 2006. The deferred tax asset for state NOL carryforwards is reviewed for recoverability based on historical taxable income, the expected reversal of existing temporary differences, tax planning strategies, and on projections of future taxable income. A valuation allowance has been provided to the extent that the Company does not expect to be able to utilize all of the specific NOLs prior to their expiration in 2007-2025.

Outlook

The Company experienced reasonably strong demand in the first half of 2006, although its volumes were impacted by the sale of the oil and gas business and the loss of two key accounts. During the second half of 2006, high inventory levels throughout the supply chain put downward pressure on industry and Company volume. These high inventories will continue to affect the industry and the Company for at least the first quarter of 2007. However, overall business conditions in 2007 appear to generally be favorable with an expectation of reasonably stable demand. Pricing levels during 2006 increased as the year progressed largely due to the impact of rising nickel surcharges on stainless steel and the Company expects to see continued pricing volatility during 2007. However, pricing trends will continue to be commodity specific. Domestic metals pricing remains difficult to predict due to its commodity nature and the extent to which prices are affected by interest rates, foreign exchange rates, energy prices, international supply/demand imbalances, surcharges and other factors. The Company is unable to predict the duration of the current strength in the domestic economic cycle.

Critical Accounting Estimates

Preparation of this Annual Report on Form 10-K requires the Company to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of the Company’s financial statements, and the reported amounts of sales and expenses during the reporting period. The Company’s critical accounting policies, including the assumptions and judgments underlying them, are disclosed under the caption “NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Note 1: Statement of Accounting and Financial Policies” under Item 8. These policies have been consistently applied and address such matters as revenue recognition, depreciation methods, inventory valuation, asset impairment recognition

40

and pension and postretirement expense. While policies associated with estimates and judgments may be affected by different assumptions or conditions, the Company believes its estimates and judgments associated with the reported amounts are appropriate in the circumstances. Actual results may differ from those estimates.

The Company considers the policies discussed below as critical to an understanding of the Company’s financial statements, as application of these policies places the most significant demands on management’s judgment, with financial reporting results relying on estimation of matters that are uncertain. Senior management has discussed the development and selection of the critical accounting estimates and the related disclosure herein with the Audit Committee of the Board of Directors.

Provision for allowances, claims and doubtful accounts:    The Company performs ongoing credit evaluations of customers and sets credit limits based upon review of the customers’ current credit information and payment history. The Company monitors customer payments and maintains a provision for estimated credit losses based on historical experience and specific customer collection issues that the Company has identified. Estimation of such losses requires adjusting historical loss experience for current economic conditions and judgments about the probable effects of economic conditions on certain customers. The Company cannot guarantee that the rate of future credit losses will be similar to past experience. The Company considers all available information when assessing each quarter the adequacy of the provision for allowances, claims and doubtful accounts.

Inventory valuation:    The Company’s inventories are valued at cost, which is not in excess of market. Inventory costs reflect metal and in-bound freight purchase costs, third-party processing costs and internal direct and allocated indirect processing costs. Cost is primarily determined by the last-in, first-out (“LIFO”) method. The Company regularly reviews inventory on hand and records provisions for obsolete and slow-moving inventory based on historical and current sales trends. Changes in product demand and the Company’s customer base may affect the value of inventory on hand which may require higher provisions for obsolete inventory. The Company changed its method of accounting for certain inventories effective January 1, 2005. (See “NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Note 2: Inventories” under Item 8 for further details).

Deferred tax asset:    The Company records operating loss and tax credit carryforwards and the estimated effect of temporary differences between the tax basis of assets and liabilities and the reported amounts in the Consolidated Balance Sheet. The Company follows detailed guidelines in each tax jurisdiction when reviewing tax assets recorded on the balance sheet and provides for valuation allowances as required. Deferred tax assets are reviewed for recoverability based on historical taxable income, the expected reversals of existing temporary differences, tax planning strategies and on forecasts of future taxable income. The forecasts of future taxable income require assumptions regarding volume, selling prices, margins, expense levels and industry cyclicality. If the Company is unable to generate sufficient future taxable income in certain tax jurisdictions, the Company will be required to record additional valuation allowances against the Company’s deferred tax assets. At December 31, 2006, as a result of its analysis, the Company has a valuation reserve of $1 million. (See “NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Note 11: Income Taxes” under Item 8 for further details).

Goodwill:    The Company reviews the carrying value of goodwill annually utilizing a discounted cash flow model. Changes in estimates of future cash flows caused by changes in market conditions or unforeseen events could negatively affect the fair value of reporting unit fair values and result in an impairment charge. The Company cannot predict the occurrence of events that might adversely affect the reported value of goodwill. (See “NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Note 12: Goodwill” under Item 8 for further details).

Pension and postretirement benefit plan assumptions:    The Company sponsors various benefit plans covering a substantial portion of its employees for pension and postretirement medical costs. Statistical methods are used to anticipate future events when calculating expenses and liabilities related to the plans. The statistical

41

methods include assumptions about, among other things, the discount rate, expected return on plan assets, rate of increase of health care costs and the rate of future compensation increases. The Company’s actuarial consultants also use subjective factors such as withdrawal and mortality rates when estimating expenses and liabilities. The discount rate used for U.S. plans reflects the market rate for high-quality fixed-income investments on the Company’s annual measurement date (September 30) and is subject to change each year. The discount rate was determined by matching, on an approximate basis, the coupons and maturities for a portfolio of corporate bonds (rated Aa or better by Moody’s Investor Services or AA or better by Standard and Poor’s) to the expected plan benefit payments defined by the projected benefit obligation. The discount rates used for plans outside the U.S. are based on a combination of relevant indices regarding corporate and government securities, the duration of the liability and appropriate judgment. The assumptions used in the actuarial calculation of expenses and liabilities may differ materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates or longer or shorter life spans of participants. These differences may result in a significant impact on the amount of pension or postretirement benefit expense the Company may record in the future. For example, a 0.25 percentage point decrease in the discount rate (from 5.75 percent to 5.50 percent) would have increased 2006 annual pension expense by $0.5 million. Also, a 0.25 percentage point decrease in the expected rate of return on plan assets (from 8.75 percent to 8.5 percent) would have increased 2006 annual pension expense by $1.3 million. For postretirement benefits, a one percent increase in the health care trend rate (for U.S plans -10 percent for participants less than 65 years old and 12 percent for participants greater than 65 years old in 2006, grading down to 5 percent in 2012. For Canadian plans—9% in 2006, grading down to 5% in 2010.) would have increased 2006 postretirement benefit expense by $0.7 million. (See “NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Note 9: Retirement Benefits” under Item 8 for further details).

In September 2006, the FASB issued SFAS No. 158, “Employer’s Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R) (“SFAS158”). SFAS 158 requires an employer to recognize in its consolidated balance sheet an asset for a plan’s overfunded status or a liability for a plan’s underfunded status, measure a plan’s assets and its obligations that determine its funded status as of the end of the employer’s fiscal year, and recognize changes in the funded status of a defined benefit postretirement plan in the year in which the changes occur. Those changes will be reported in comprehensive income and as a separate component of stockholders’ equity. Certain provisions of SFAS 158 are effective for our year ending December 31, 2006.

Legal contingencies:    The Company is involved in a number of legal and regulatory matters including those discussed in “NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Note 17: Commitments and Contingencies” under Item 8. As required by SFAS No. 5, “Accounting for Contingencies,” the Company determines whether an estimated loss from a loss contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. The Company analyzes its legal matters based on available information to assess potential liability. The Company consults with outside counsel involved in our legal matters when analyzing potential outcomes. The Company cannot determine at this time whether any potential liability related to this litigation would materially affect the Company’s financial position, results of operations or cash flows.

Recent Accounting Pronouncements

SFAS 156

In March 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 156, “Accounting for Servicing of Financial Assets—an amendment of FASB Statement No. 140” which is effective for fiscal years beginning after September 15, 2006. This statement was issued to modify the accounting for servicing rights and to reduce the volatility that results from using different measurement attributes. We are currently evaluating the new statement to determine the potential impact, if any, this would have on our financial results.

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SFAS 157

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurement” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This Statement does not require any new fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. We are currently assessing the impact of SFAS 157 on our financial statements.

FIN 48

In July 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes (an interpretation of FASB Statement No. 109)” (“FIN 48”) which is effective for fiscal years beginning after December 15, 2006 with earlier adoption encouraged. This interpretation was issued to clarify the accounting for uncertainty in income taxes recognized in the financial statements by prescribing a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. We are currently evaluating the potential impact of implementing FIN 48 but it is not expected to have a material impact on our consolidated financial statements.

Other Matters

Mexico

In the third quarter of 2003, the Company and G. Collado S.A. de C.V. formed Coryer, a joint venture that will enable the Company to expand service capability in Mexico. The Company invested $3.4 million in the joint venture for a 49 percent equity interest. In the first quarter of 2004, the Company contributed $2.0 million to increase its equity investment in Coryer. After equal contributions from both joint venture partners, the Company’s ownership percentage remained unchanged. The Company also loaned $3.2 million to the joint venture in 2004. In the third quarter of 2004, Coryer repaid $2.0 million of its outstanding loan due to the Company. Ryerson has guaranteed the borrowings of Coryer under Coryer’s credit facility. At December 31, 2006, the amount of the guaranty was $3.8 million.

India

In the third quarter of 2005, the Company contributed $0.7 million to increase its equity investment in Tata Ryerson Limited. In the fourth quarter of 2004, the Company contributed $1.5 million to increase its equity investment in Tata Ryerson Limited. These contributions matched contributions from the Company’s joint venture partner and allowed the Company to maintain its 50 percent ownership percentage in Tata Ryerson Limited.

China

In the fourth quarter of 2006, the Company and Van Shung Chong Holdings Limited (“VSC”) and its subsidiary, CAMP BVI, formed VSC-Ryerson China Limited to enable the Company, through this joint venture, to provide metals distribution services in China. The Company invested $28.3 million in the joint venture for a 40 percent equity interest. The Company has an option to become the majority owner of VSC-Ryerson China Limited in 2009.

Lancaster Steel

In the fourth quarter of 2006, the Company acquired Lancaster Steel Service Company, Inc., a metals service center company based in upstate New York, for $17.6 million plus the assumption of $15.6 million of debt.

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Pro Forma Results Reconciliation

The data below reflects pro forma data that will assist in understanding trends in the Company’s business for the factors that management considers critical to assessing the Company’s operating and financial performance. The unaudited pro forma 2004 data presented below reflects the Company’s acquisitions of J&F and Integris Metals, the terms of its amended and restated credit agreement dated January 4, 2005 and its 2004 issuances of $175 million Convertible Senior Notes due 2024 and of $150 million of Senior Notes due 2011, as if all such events had occurred on January 1, 2004.

The following table presents the pro forma adjustments made to the Company’s historical consolidated statement of operations for the year ended December 31, 2004 to arrive at the 2004 pro forma amounts (see pages 31-32 for comparison of 2004 pro forma data to 2005 results):

Condensed Consolidating Statement of Operations (Unaudited)

Year Ended December 31, 2004

(In millions, except per share data)

	The Company			J&F (A)			J&F pro forma adjustments (C)			Debt offerings pro forma adjustments (C)			Integris (B)			Integris pro forma adjustments (C)			Pro forma
Net sales	$	3,302.0		$	103.3		$	—		$	—		$	2,003.7		$	—		$	5,409.0
Cost of materials sold		2,810.8			89.5			—	(1)		—			1,637.9			0.4	(8)		4,538.6
Gross profit		491.2			13.8			—			—			365.8			(0.4	)		870.4
Warehousing, delivery, selling, general and administrative		393.5			8.0			—			—			260.8			2.3	(8)(9)(10)		646.6
Restructuring and plant closure costs		3.6			—			—			—			1.6			—			5.2
Gain on sale of assets		(5.6	)		(2.4	)		—			—			—			—			(8.0	)
Operating profit		99.7			8.2			—			—			103.4			(2.7	)		208.6
Other revenue and expense, net		0.3			—			—			—			(0.7	)		—			(0.4	)
Interest and other expense on debt		(24.0	)		(0.5	)		(1.0	)(2)		(6.8	)(4)(6)		(10.6	)		(19.0	)(11)		(61.9	)
Income before income taxes		76.0			7.7			(1.0	)		(6.8	)		92.1			(21.7	)		146.3
Provision for income taxes		27.0			3.1			(0.4	)(3)		(2.7	)(5)(7)		32.2			(7.5	)(12)		51.7
Income from continuing operations	$	49.0		$	4.6		$	(0.6	)	$	(4.1	)	$	59.9		$	(14.2	)	$	94.6
Income from continuing operations per share of common stock
Basic income per share	$	1.96																	$	3.79
Diluted income per share	$	1.91																	$	3.68

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Notes to unaudited pro forma condensed

consolidated financial statements

The following adjustments have been reflected in the unaudited pro forma condensed consolidated statements of operations:

A. To reflect the pre-acquisition results of operations of J&F Steel for the period presented. J&F Steel’s statement of operations for the period presented includes restructuring activities associated with the closure of a facility prior to acquisition of J&F Steel by us. Related to the restructuring is a $2.4 million gain on the sale of assets in the year ended December 31, 2004.

B. To reflect the results of operations of Integris for the period presented. Integris’ statement of operations for the period presented includes restructuring activities associated with employee reductions, changes to certain distribution operations and other merger related costs in connection with the integration of business processes and systems, which totaled $1.6 million in the year ended December 31, 2004.

C. To reflect the following adjustments for the impact of the acquisition of J&F Steel:

(1) To adjust depreciation expense to reflect the estimated fair value of property, plant and equipment at the date of acquisition;

(2) Estimated increase in interest expense related to increased borrowing to finance the acquisition. An increase of 0.125 percent in the interest rate would have increased interest expense by $0.1 million in the year ended December 31, 2004; and

(3) Estimated effect on income tax benefit resulting from above adjustments assuming our on-going effective tax rates.

To reflect the following adjustments for the impact of the issuance of the convertible notes:

(4) Estimated increase in interest expense, including amortization of the issuance cost of the convertible notes; and

(5) Estimated effect on income tax benefit resulting from above adjustment assuming our on-going effective tax rates.

To reflect the following adjustments for the impact of the issuance of the senior notes:

(6) Estimated increase in interest expense, including amortization of the issuance cost of the notes; and

(7) Estimated effect on income tax benefit resulting from above adjustment assuming our on-going effective tax rates.

To reflect the following adjustments for the impact of the acquisition of Integris:

(8) To increase depreciation and lease expense to reflect the estimated fair value of property, plant and equipment and leases at the date of acquisition.

(9) To increase amortization of intangible assets to reflect the estimated fair value of intangible assets at the date of acquisition.

(10) To adjust post-retirement benefit expense to reflect the estimated fair value of deferred employee benefits at the date of acquisition;

(11) Estimated increase in interest expense related to increased borrowing under the revolving credit facilities to finance the acquisition and additional amortization of deferred debt issuance costs under the revolving credit facilities and the bridge loan facility. An increase of 0.125 percent in the interest rate would have increased interest expense by $0.5 million in the year 2004; and

(12) Estimated effect on income tax benefit resulting from above adjustments assuming our on-going effective tax rates.

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ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

In January 2006, the Company entered into forward agreements for $100 million of pay fixed, receive floating interest rate swaps to effectively convert the interest rate from floating to fixed through July 2009. These interest rate swaps were designated as cash flow hedges under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activity” (“SFAS 133”) and had an asset value of approximately $0.7 million at December 31, 2006.

In August 2006, the Company entered into forward agreements for $60 million of pay fixed, receive floating interest rate swaps to effectively convert the interest rate from floating to fixed through August 2009. These interest rate swaps were designated as cash flow hedges under SFAS 133 and had a liability value of approximately $0.4 million at December 31, 2006.

The Company is subject to exposure from fluctuations in foreign currencies. Foreign currency exchange contracts are used by the Company’s Canadian subsidiaries to hedge the variability in cash flows from the forecasted payment of currencies other than the functional currency. The Canadian subsidiaries’ foreign currency contracts were principally used to purchase U.S. dollars. The Company had foreign currency contracts with a U.S. dollar notional amount of $2.8 million outstanding at December 31, 2006, and a liability value of $0.1 million. The Company currently does not account for these contracts as hedges but rather marks these contracts to market with a corresponding offset to current earnings.

From time to time, the Company may enter into fixed price sales contracts with its customers for certain of its inventory components. The Company may enter into metal commodity futures and options contracts to reduce volatility in the price of these metals. The Company currently does not account for these contracts as hedges, but rather marks these contracts to market with a corresponding offset to current earnings. As of December 31, 2006 and 2005, there were no significant outstanding metals commodity futures or options contracts.

Cash equivalents are highly liquid, short-term investments with maturities of three months or less that are an integral part of the Company’s cash management portfolio. The carrying amount of cash equivalents approximates fair value because of the short maturity of those instruments. The estimated fair value of the Company’s long-term debt and the current portions thereof using quoted market prices of Company debt securities recently traded and market-based prices of similar securities for those securities not recently traded was $1,262 million at December 31, 2006 and $931 million at December 31, 2005, as compared with the carrying value of $1,207 million and $877 million at year-end 2006 and 2005, respectively. Approximately 26.9% and 48.5% of the Company’s debt was at fixed rates of interest at year-end 2006 and 2005, respectively. However, the Company has entered into interest rate swaps totaling $160 million of notional value, which effectively increases the fixed portion of debt to 40.2% of outstanding. A one percent increase in interest rates on variable rate debt would have increased 2006 interest expense by approximately $7.2 million.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Index to Consolidated Financial Statements

	Page
Financial Statements
Reports of Independent Registered Public Accounting Firms	47-48
Consolidated Statements of Operations and Reinvested Earnings for the three years ended December 31, 2006	50
Consolidated Statements of Cash Flows for the three years ended December 31, 2006	51
Consolidated Balance Sheets at December 31, 2006 and 2005	52
Consolidated Statements of Comprehensive Income for the three years ended December 31, 2006	53
Notes to Consolidated Financial Statements	54-92
Management’s Report on Internal Control Over Financial Reporting	95
Financial Statements Schedule
II—Valuation and Qualifying Accounts	94
All other schedules are omitted because they are not applicable. The required information is shown in the Financial Statements or Notes thereto.

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R EPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and

Shareholders of Ryerson, Inc.:

We have audited the accompanying consolidated balance sheet of Ryerson Inc. and Subsidiary Companies as of December 31, 2006, and the related consolidated statements of operations and reinvested earnings, cash flows and comprehensive income for the year ended December 31, 2006. Our audit also included the financial statement schedule listed in the Index at Item 8. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the 2006 financial statements referred to above present fairly, in all material respects, the consolidated financial position of Ryerson, Inc. and Subsidiary Companies at December 31, 2006, and the consolidated results of their operations and their cash flows for the year then ended in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth herein.

As discussed in Note 1 to the financial statements, the Company adopted the provisions of the Financial Accounting Standards Board’s Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, and Financial Accounting Standards Board’s Statement of Financial Accounting Standards No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, in fiscal year 2006.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Ryerson Inc. and Subsidiary Companies’ internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 9, 2007 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Chicago, Illinois

March 9, 2007

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

and Shareholders of Ryerson Inc.:

In our opinion, the consolidated financial statements as of December 31, 2005 and for each of the two years in the period ended December 31, 2005 listed in the accompanying index present fairly, in all material respects, the financial position of Ryerson Inc. and its subsidiaries at December 31, 2005, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2005 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule for each of the two years in the period ended December 31, 2005 listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit of financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that out audits provide a reasonable basis for our opinion.

As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for certain inventories effective January 1, 2005.

/s/    PricewaterhouseCoopers LLP

Chicago, Illinois

March 30, 2006

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Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting

The Board of Directors and

Shareholders of Ryerson, Inc.:

We have audited management’s assessment, included in the accompanying Management Report on Internal Control Over Financial Reporting, that Ryerson Inc. and Subsidiary Companies maintained effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Ryerson, Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management’s assessment that Ryerson Inc. and Subsidiary Companies maintained effective internal control over financial reporting as of December 31, 2006 is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, Ryerson Inc. and Subsidiary Companies maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006 based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Ryerson, Inc. and Subsidiary Companies as of December 31, 2006, and the related consolidated statements of operations and reinvested earnings, cash flows and comprehensive income for the year then ended of Ryerson Inc. and Subsidiary Companies and our report dated March 9, 2007 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Chicago, Illinois

March 9, 2007

49

RYERSON INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND REINVESTED EARNINGS

(In millions, except per share data)

	Year ended December 31,
	2006			2005			2004
Net sales	$	5,908.9		$	5,780.5		$	3,302.0
Cost of materials sold		5,050.9			4,893.5			2,810.8
Gross profit		858.0			887.0			491.2
Warehousing, delivery, selling, general and administrative		691.2			677.7			393.5
Restructuring and plant closure costs		4.5			4.0			3.6
Pension curtailment gain		—			(21.0	)		—
Gain on sale of assets		(21.6	)		(6.6	)		(5.6	)
Operating profit		183.9			232.9			99.7
Other expense:
Other income and expense, net		1.0			3.7			0.3
Interest and other expense on debt		(70.7	)		(76.0	)		(24.0	)
Income before income taxes		114.2			160.6			76.0
Provision for income taxes		42.4			62.5			27.0
Income from continuing operations		71.8			98.1			49.0
Discontinued operations—Inland Steel Company Gain on sale (net of tax provision of $3.7 in 2004)		—			—			7.0
Net income		71.8			98.1			56.0
Dividends on preferred stock		0.2			0.2			0.2
Net income applicable to common stock	$	71.6		$	97.9		$	55.8
Earnings per share of common stock
Basic:
Income from continuing operations	$	2.75		$	3.88		$	1.96
Inland Steel Company—gain on sale		—			—			0.28
Basic earnings per share	$	2.75		$	3.88		$	2.24
Diluted:
Income from continuing operations	$	2.50		$	3.78		$	1.91
Inland Steel Company—gain on sale		—			—			0.27
Diluted earnings per share	$	2.50		$	3.78		$	2.18
Retained earnings at beginning of year	$	468.4		$	375.5		$	324.7
Net income for the year		71.8			98.1			56.0
Dividends declared:
Common ($0.20 per share)		(5.2	)		(5.0	)		(5.0	)
Preferred ($2.40 per share)		(0.2	)		(0.2	)		(0.2	)
Retained earnings at end of year	$	534.8		$	468.4		$	375.5

See Notes to Consolidated Financial Statements.

50

RYERSON INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

	Year ended December 31,
	2006			2005			2004
Operating Activities:
Net income	$	71.8		$	98.1		$	56.0
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		40.0			39.2			21.1
Stock-based compensation		7.8			5.3			1.1
Deferred income taxes		(37.8	)		25.2			(29.9	)
Deferred employee benefit cost		(5.0	)		9.7			(15.5	)
Excess tax benefit from stock-based compensation		(5.8	)		—			—
Restructuring and plant closure costs		1.0			1.4			3.4
Gain from sale of ISC, net of tax		—			—			(3.5	)
Pension curtailment gain		—			(21.0	)		—
Gain on sale of assets		(21.6	)		(6.6	)		(5.6	)
Change in operating assets and liabilities, net of effects of acquisitions:
Receivables		(34.6	)		98.4			(182.7	)
Inventories		(287.7	)		177.0			(131.6	)
Other assets		4.6			(8.6	)		4.5
Accounts payable		(11.7	)		(44.0	)		59.2
Accrued liabilities		(5.8	)		(15.5	)		10.9
Accrued taxes payable		23.8			(39.2	)		41.1
Other items		—			2.1			1.5
Net adjustments		(332.8	)		223.4			(226.0	)
Net cash provided by (used in) operating activities		(261.0	)		321.5			(170.0	)
Investing Activities:
Acquisitions, net of cash acquired		(17.6	)		(410.1	)		(41.4	)
Capital expenditures		(35.7	)		(32.6	)		(32.6	)
Investment in joint venture		(28.9	)		(0.7	)		(3.5	)
Loan to joint venture		—			—			(3.2	)
Loan repayment from joint venture		—			—			2.0
Proceeds from sales of assets		54.3			—			—
Proceeds from sales of property, plant and equipment		11.2			25.3			21.6
Net cash used in investing activities		(16.7	)		(418.1	)		(57.1	)
Financing Activities:
Long-term debt issued		—			—			325.0
Long-term debt retired		(100.0	)		—			—
Repayment of debt assumed in acquisition		(15.6	)		(234.0	)		(13.5	)
Proceeds from credit facility borrowings		1,320.0			1,535.7			506.0
Repayment of credit facility borrowings		(1,185.0	)		(1,437.3	)		(551.0	)
Net short-term proceeds/(repayments) under credit facility		294.3			252.1			(20.0	)
Credit facility issuance costs		(1.0	)		(10.1	)		(1.2	)
Bond issuance costs		—			(0.6	)		(8.9	)
Net increase (decrease) in book overdrafts		(17.8	)		1.2			(1.0	)
Dividends paid		(5.4	)		(5.2	)		(5.2	)
Acquisition of Treasury Stock		(0.6	)		—			—
Proceeds from exercise of common stock options		10.7			3.8			1.6
Excess tax benefit from stock-based compensation		5.8			—			—
Net cash provided by financing activities		305.4			105.6			231.8
Net increase in cash and cash equivalents		27.7			9.0			4.7
Cash and cash equivalents—beginning of year		27.4			18.4			13.7
Cash and cash equivalents—end of year	$	55.1		$	27.4		$	18.4
Supplemental Disclosures
Cash paid during the year for:
Interest	$	66.8		$	67.0		$	20.6
Income taxes, net		53.7			82.8			13.1

See Notes to Consolidated Financial Statements.

51

RYERSON INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED BALANCE SHEETS

(In millions, except shares)

	At December 31,
	2006			2005
Assets
Current assets:
Cash and cash equivalents	$	55.1		$	27.4
Restricted cash (Note 15)		0.1			0.6
Receivables less provision for allowances, claims and doubtful accounts of $15.4 and $21.0, respectively		643.3			610.3
Inventories (Note 2)		1,128.6			834.3
Prepaid expenses and other assets		12.7			19.8
Deferred income taxes (Note 11)		33.8			1.0
Total current assets		1,873.6			1,493.4
Investments and advances		57.0			22.3
Property, plant and equipment, at cost, less accumulated depreciation (Note 3)		401.1			398.4
Deferred income taxes (Note 11)		119.8			129.2
Intangible pension asset (Note 9)		—			7.9
Other intangibles (Note 13)		7.2			10.8
Goodwill (Note 12)		59.7			64.8
Deferred charges and other assets		18.9			24.2
Total assets	$	2,537.3		$	2,151.0
Liabilities
Current liabilities:
Accounts payable	$	255.5		$	276.7
Accrued liabilities:
Salaries, wages and commissions		51.7			49.4
Income and other taxes		19.3			6.5
Interest on debt		8.8			8.6
Restructuring liabilities (Note 10)		3.5			3.0
Other accrued liabilities		18.3			18.6
Short-term credit facility borrowings (Note 4)		81.8			252.1
Current portion of long-term debt (Note 4)		—			100.1
Current portion of deferred employee benefits		14.6			—
Total current liabilities		453.5			715.0
Long-term debt (Note 4)		1,124.7			525.0
Taxes and other credits		13.3			9.5
Deferred employee benefits (Note 9)		297.1			353.7
Total liabilities		1,888.6			1,603.2
Commitments and contingencies (Note 17)
Stockholders’ Equity
Preferred stock, $1.00 par value; 15,000,000 shares authorized; issued—79,451 shares in 2006 and 79,968 shares in 2005 for all series; aggregate liquidation value of $3.5 in 2006 and 2005 (Note 5)		0.1			0.1
Common stock, $1.00 par value; authorized—100,000,000 shares; issued—50,556,350 shares in 2006 and 2005 (Notes 5 through 7)		50.6			50.6
Capital in excess of par value (Note 5)		831.7			847.0
Retained earnings		534.8			468.4
Restricted stock awards		—			(0.8	)
Treasury stock at cost—Common stock of 24,093,615 shares in 2006 and 24,989,128 shares in 2005 (Note 5)		(701.1	)		(729.0	)
Accumulated other comprehensive income (loss) (Note 5)		(67.4	)		(88.5	)
Total stockholders’ equity		648.7			547.8
Total liabilities and stockholders’ equity	$	2,537.3		$	2,151.0

See Notes to Consolidated Financial Statements.

52

RYERSON INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

	Year ended December 31,
	2006		2005		2004
Net income	$	71.8	$	98.1	$	56.0
Other comprehensive income:
Foreign currency translation adjustments		0.6		3.6		4.4
Benefit plan liabilities, net of tax provision of $11.9 in 2006, $2.9 provision in 2005 and $2.8 benefit in 2004		17.2		5.7		(4.3	)
Unrealized gain on derivative instruments		0.1		—		—
Comprehensive income	$	89.7	$	107.4	$	56.1

See Notes to Consolidated Financial Statements.

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N OTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1:    Statement of Accounting and Financial Policies

Business Description and Basis of Presentation.    Ryerson Inc. (“Ryerson”), a Delaware corporation, formerly Ryerson Tull, Inc., is the sole stockholder of Joseph T. Ryerson & Son, Inc. (“JT Ryerson”), of Integris Metals, Ltd., a Canadian federal corporation (“IM Canada”) and of Ryerson Canada, Inc., an Ontario corporation (“Ryerson Canada”). Unless the context indicates otherwise, Ryerson, JT Ryerson, IM Canada and Ryerson Canada, together with their subsidiaries, are collectively referred to herein as “we”, “us”, “our” or the “Company”.

Effective January 1, 2006, Ryerson’s operating subsidiaries J. M. Tull Metals Company, Inc. (“Tull”), J&F Steel, LLC (“J&F”), and Integris Metals, Inc. and its U.S. subsidiaries (collectively, “IM-US”) merged into JT Ryerson.

We conduct materials distribution operations in the United States through our operating subsidiary JT Ryerson; in Canada through our operating subsidiaries, IM Canada and Ryerson Canada; in Mexico through Coryer, S.A. de C.V., a joint venture with G. Collado S.A. de C.V.; in India through Tata Ryerson Limited, a joint venture with the Tata Iron & Steel Corporation, an integrated steel manufacturer in India and in China through VSC-Ryerson China Limited, a joint venture with Van Shun Chong Holdings Limited. The Company continues to report its results as one reportable operating segment.

Principles of Consolidation.    The Company consolidates entities in which it owns or controls more than 50% of the voting shares. All significant intercompany balances and transactions have been eliminated in consolidation. Additionally, variable interest entities that do not have sufficient equity investment to permit the entity to finance its activities without additional subordinated support from other parties or whose equity investors lack the characteristics of a controlling financial interest for which the Company is the primary beneficiary are included in the consolidated financial statements. There were no such variable entities that were required to be consolidated as of December 31, 2006 and 2005.

Equity Investments.    Investments in affiliates in which the Company’s ownership is 20% to 50% are accounted for by the equity method. Equity income is reported in “Cost of materials sold” in the Consolidated Statements of Operations and Reinvested Earnings. Equity income totaled $4.4 million in 2006, $4.0 million in 2005 and $2.4 million in 2004.

Use of Estimates.    The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and related notes to financial statements. Changes in such estimates may affect amounts reported in future periods.

Reclassification.    Certain items previously reported have been reclassified to conform with the 2006 presentation.

Revenue Recognition.    Revenue is recognized in accordance with Staff Accounting Bulletin (“SAB”) No. 104, “Revenue Recognition.” Revenue is recognized upon delivery of product to customers. The timing of shipment is substantially the same as the timing of delivery to customers given the proximity of the Company’s distribution sites to its customers.

Stock-Based Compensation.    Effective January 1, 2006, the Company adopted Financial Accounting Standards Board’s (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 123R, “Share-Based Payment” (“SFAS 123R”) using the modified prospective method, in which compensation cost was recognized beginning with the effective date for (a) all share-based payments granted after the effective date and (b) all awards granted to employees prior to the effective date of SFAS 123R that remain unvested on the effective date. Results for prior periods have not been restated.

54

As permitted under SFAS No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), the Company elected to follow Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”), and related interpretations in accounting for stock-based awards to employees through December 31, 2005. Accordingly, compensation cost for stock options and nonvested stock grants was measured as the excess, if any, of the market price of the Company’s common stock at the date of grant over the exercise price and was charged to operating expense over the vesting period.

With the adoption of SFAS 123R, the Company has elected to amortize stock-based compensation for awards granted on or after the adoption of SFAS 123R on January 1, 2006 on a straight-line basis over the requisite service (vesting) period for the entire award. For awards granted prior to January 1, 2006, compensation costs are amortized in a manner consistent with FASB Interpretation (“FIN”) No. 28, “Accounting for Stock Appreciation Rights and Other Variable Stock Option or Award Plans.”

Shipping and Handling Fees and Costs.    Shipping and handling fees billed to customers are classified in “Net Sales” in our Consolidated Statement of Operations and Reinvested Earnings. Shipping and handling costs, primarily distribution costs, are classified in “Warehousing, delivery, selling, general and administrative” expenses in our Consolidated Statement of Operations and Reinvested Earnings. These costs totaled $117.7 million in 2006, $116.6 million in 2005 and $70.8 million in 2004.

Benefits for Retired Employees.    The estimated cost of the Company’s defined benefit pension plan and its post-retirement medical benefits are determined annually after considering information provided by consulting actuaries. The cost of these benefits for retirees is accrued during their term of employment (see Note 9). Pensions are funded in accordance with the requirements of the Employee Retirement Income Security Act (“ERISA”) of 1974 into a trust established for the Ryerson Pension Plan. Costs for retired employee medical benefits are funded when claims are submitted. Certain salaried employees are covered by a defined contribution plan, for which the cost is expensed in the period earned.

In September 2006, the FASB issued SFAS No. 158, “Employer’s Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R) (SFAS158). SFAS 158 requires an employer to recognize in its consolidated balance sheet an asset for a plan’s overfunded status or a liability for a plan’s underfunded status, measure a plan’s assets and its obligations that determine its funded status as of the end of the employer’s fiscal year, and recognize changes in the funded status of a defined benefit postretirement plan in the year in which the changes occur. Those changes will be reported in comprehensive income and as a separate component of stockholders’ equity. During 2006, we adopted SFAS 158 and recognized the underfunded status of our plans in the consolidated balance sheet (see Note 9).

Per Share Results.    Basic per share results are based on the weighted average number of common shares outstanding and take into account the dividend requirements of preferred stock. Diluted per share results reflect the dilutive effect of outstanding stock options, the further dilutive effect of the assumed conversion into common stock of the outstanding shares of convertible preferred stock, the 3.50% Convertible Senior Notes and the elimination of the related preferred stock dividends.

Cash Equivalents.    Cash equivalents reflected in the financial statements are highly liquid, short-term investments with original maturities of three months or less that are an integral part of the Company’s cash management portfolio. Checks issued in excess of funds on deposit at the bank represent “book” overdrafts and are reclassified to accounts payable. Amounts reclassified totaled $33.1 million and $50.9 million at December 31, 2006 and 2005, respectively.

Inventory Valuation.    Inventories are stated at the lower of cost or market value. We use the last-in, first-out (“LIFO”) method for valuing our domestic inventories. We use the weighted-average cost method for valuing our foreign inventories. See Note 2.

55

Property, Plant and Equipment.    Property, plant and equipment are depreciated, for financial reporting purposes, using the straight-line method over the estimated useful lives of the assets. The provision for depreciation is based on the estimated useful lives of the assets:

Land improvements	20 years
Buildings	45 years
Machinery and equipment	14.5 years
Furniture and fixtures	10 years
Transportation equipment	6 years

Expenditures for normal repairs and maintenance are charged against income in the period incurred.

Goodwill.    In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets,” goodwill is reviewed at least annually for impairment using a two-step approach. In the first step, the Company tests for impairment of goodwill by estimating the fair values of its reporting units using the present value of future cash flows approach, subject to a comparison for reasonableness to its market capitalization at the date of valuation. If the carrying amount exceeds the fair value, the second step of the goodwill impairment test is performed to measure the amount of the impairment loss, if any. In the second step the implied fair value of the goodwill is estimated as the fair value of the reporting unit used in the first step less the fair value of all other net tangible and intangible assets of the reporting unit. If the carrying amount of goodwill exceeds its implied fair market value, an impairment loss is recognized in an amount equal to that excess, not to exceed the carrying amount of the goodwill. In addition, goodwill of a reporting unit is tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.

Long-lived Assets and Other Intangible Assets.    Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company estimates the future cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, an impairment is recognized. Any related impairment loss is calculated based upon comparison of the fair value to the carrying value of the asset. Separate intangible assets that have finite useful lives are amortized over their useful lives. An impaired intangible asset would be written down to fair value, using the discounted cash flow method. Other intangible assets are amortized primarily over a period of 3 to 5 years.

In 2004, the Company issued $175 million of 3.50% Convertible Senior Notes and $150 million of 8 ¹/4% Senior Notes (see Note 4). Deferred financing costs associated with the issuance are being amortized using the effective interest method. The 3.50% Convertible Senior Notes fees are being amortized over the five year period from the date of issuance to the first date that the Notes can be put back to the Company by the holders of the Notes (November 1, 2009). The 8 ¹/4% Senior Notes fees are being amortized until maturity at December 15, 2011.

Income Taxes.    The Company records operating loss and tax credit carryforwards and the estimated effect of temporary differences between the tax basis of assets and liabilities and the reported amounts in the Consolidated Balance Sheet. The Company follows detailed guidelines in each tax jurisdiction when reviewing tax assets recorded on the balance sheet and provides for valuation allowances as required.

Foreign Currency Translation.    The Company translates assets and liabilities of its foreign subsidiaries, where the functional currency is the local currency, into U.S. dollars at the current rate of exchange on the last day of the reporting period. Revenues and expenses are translated at the average monthly exchange rates prevailing during the year.

56

Recent Accounting Pronouncements.

In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Instruments” (“SFAS 155”), which amends SFAS No. 133 and 140. SFAS 155 allows financial instruments that have embedded derivatives to be accounted for as a whole if the holder elects to account for the whole instrument on a fair value basis. The standard also provides guidance on other hybrid instrument accounting issues. SFAS 155 is effective for fiscal years beginning after September 15, 2006. The Company is currently evaluating the impact of SFAS 155, but does not believe it will have a material impact on the Company’s consolidated financial statements.

In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets—an amendment of FASB Statement No. 140” which is effective for fiscal years beginning after September 15, 2006. This statement was issued to modify the accounting for servicing rights and to reduce the volatility that results from using different measurement attributes. We are currently evaluating the new statement to determine the potential impact, if any, this would have on our financial results.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurement” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This Statement does not require any new fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. We are currently assessing the impact of SFAS 157 on our financial statements.

In July 2006, the FASB issued FIN. 48, “Accounting for Uncertainty in Income Taxes (an interpretation of FASB Statement No. 109)” (“FIN 48”) which is effective for fiscal years beginning after December 15, 2006. This interpretation was issued to clarify the accounting for uncertainty in income taxes recognized in the financial statements by prescribing a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. We are currently evaluating the potential impact of FIN 48 but it is not expected to have a material impact on our consolidated financial statements.

Note 2:    Inventories

Inventories were classified on December 31 as follows:

	At December 31,
	2006		2005
	(In millions)
In process and finished products	$	1,128.6	$	834.3

The difference between replacement cost and current cost of inventory as compared to the stated LIFO value was $504 million and $273 million at December 31, 2006 and 2005, respectively. Approximately 88% and 87% of inventories are accounted for under the LIFO method at December 31, 2006 and 2005, respectively. Non-LIFO inventories consist primarily of inventory at our foreign facilities using the weighted-average cost method.

In 2005, the Company changed its method of applying LIFO inventory costing for the domestic component of its inventory, effective January 1, 2005. The change reduced the number of pools and combined inventory items with similarities into three pools consistent with our significant product lines. The accounting change is also in line with the Company’s Integris integration plan and the January 1, 2006 merger of its U.S. operating subsidiaries into its Joseph T. Ryerson and Son, Inc. subsidiary. Management believes that the change in application of the LIFO method of valuing inventory is preferable because it results in a better matching of current costs with current revenues. The cumulative effect of this accounting change for the periods prior to January 1, 2005 is not determinable. Accordingly, such change has been accounted for prospectively from January 1, 2005. In addition, pro forma amounts prior to January 1, 2005 cannot be reasonably estimated and have not been disclosed.

57

Cost of material sold after the change in application of the LIFO inventory costing method was $9.6 million higher in 2005 than it would have been under the previous LIFO method. The impact of the change on net income for the year ended December 31, 2005 was an after-tax charge of $5.8 million, or $0.22 per share.

During 2005, inventory quantities were reduced. This reduction resulted in a liquidation of LIFO inventory quantities carried at lower costs prevailing in prior years as compared with the cost of 2005 purchases, the effect of which decreased cost of goods sold by approximately $13.1 million and increased net income by approximately $7.9 million or $0.30 per diluted share.

Note 3:    Property, Plant and Equipment

Property, plant and equipment consisted of the following at December 31:

	At December 31,
	2006		2005
	(In millions)
Land and land improvements	$	51.3	$	51.7
Buildings and leasehold improvements		280.1		271.8
Machinery, equipment and other		428.6		437.6
Transportation equipment		4.1		3.4
Construction in progress		8.8		7.4
Total		772.9		771.9
Less: Accumulated depreciation		371.8		373.5
Net property, plant and equipment	$	401.1	$	398.4

Note 4:    Long-Term Debt

Long-term debt consisted of the following at December 31:

	At December 31,
	2006		2005
	(In millions)
Credit Facility	$	881.5	$	452.1
9 1/8% Notes due July 15, 2006		—		100.1
3.50% Convertible Senior Notes due 2024		175.0		175.0
8 1/4% Senior Notes due 2011		150.0		150.0
Total debt		1,206.5		877.2
Less:
Short-term credit facility borrowings		81.8		252.1
9 1/8% Notes due within one year		—		100.1
Total long-term debt	$	1,124.7	$	525.0

Credit Facility

On January 4, 2005, the Company amended and restated its $525 million revolving credit facility and the $350 million revolving credit facility assumed in connection with the Integris Metals acquisition, to establish a new 5-year, $1.1 billion revolving credit facility. On December 20, 2005, the Company entered into an amendment effective January 3, 2006 (the “Amendment No. 1”) to the credit facility (collectively referred to as the “Credit Facility”). The amendment extended the termination date of the Credit Facility for an additional year to January 4, 2011; reduced interest rates and fees on the Credit Facility as discussed below; eliminated the

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lenders’ right to request the pledge of the stock of certain of the Company’s subsidiaries; and provided further flexibility in the covenants and restrictions under the Credit Facility as discussed below. The amount of the Credit Facility may be increased by up to $200 million under certain circumstances.

At December 31, 2006, the Company had $882 million outstanding funded borrowing under its revolving credit agreement, $30 million of letters of credit issued under the credit facility and $188 million available under the $1.1 billion revolving credit agreement, compared to $575 million available on December 31, 2005. The weighted average interest rate on the borrowings under the revolving credit agreement was 6.9 percent and 6.4 percent at December 31, 2006 and 2005, respectively.

Amounts outstanding under the Credit Facility bear interest, at our option, at a rate determined by reference to the base rate (the greater of the Federal Funds Rate plus 0.50% and JPMorgan Chase Bank’s prime rate) or a LIBOR rate or, for our Canadian subsidiaries that are borrowers, a rate determined by reference to the Canadian base rate (the greater of the Federal Funds Rate plus 0.50% and JP Morgan Chase Bank’s Toronto Branch’s reference rate for Canadian Dollar loans in Canada), the prime rate (the greater of the Canadian Dollar bankers’ acceptance rate plus 0.50% and JP Morgan Chase Bank’s Toronto Branch’s reference rate for Canadian Dollar loans in Canada) or an “acceptance fee” rate payable upon the sale of a bankers’ acceptance. The spread over the base rate is between 0.00% and 0.75% and the spread over the LIBOR rate and for bankers’ acceptances is between 1.00% and 1.75%, depending on the amount available to be borrowed. Overdue amounts and all amounts owed during the existence of a default bear interest at 2% above the rate otherwise applicable.

In addition to paying interest on outstanding principal, the Company (and certain of our subsidiaries that also are permitted to borrow under the facility) are required to pay a commitment fee of up to 0.375% of the daily average unused portion of the committed loans under the Credit Facility (i.e., the difference between the commitment amount and the daily average balance of loans plus letter of credit liabilities).

Borrowings under the Credit Facility are secured by first-priority liens on all of the inventory, accounts receivable, lockbox accounts and the related assets (including proceeds) of the Company, other subsidiary borrowers and certain other U.S. and Canadian subsidiaries that act as guarantors.

In addition to funded borrowings under the Credit Facility, the Credit Facility Agreement also provide collateral for certain letters of credit that we may obtain thereunder and for certain derivative obligations that are identified by us from time to time.

The Credit Facility permits stock repurchases, the payment of dividends and the prepayment/repurchase of our debt, the 3.50% Convertible Senior Notes due 2024 (the “2024 Notes’) and the 8 ¹/4% Senior Notes due 2011 (the “2011 Notes” and collectively, with the 2024 Notes, the “Bonds”). Stock repurchases, dividends and (with respect to the Bonds, if not made from the proceeds of new debt or equity) prepayment/repurchase of debt are subject to specific liquidity tests (the breach of which would result in the application of more stringent aggregate limits). In the most restrictive case, the Company would be prohibited from prepaying/repurchasing any of the Bonds until the applicable maturity date (except from the proceeds of new debt or equity) and would be limited to a maximum payment of $10 million in dividends on common stock (and $200,000 on preferred stock) in any fiscal year, a maximum of $15 million during any twelve month period for equity purchases relating to stock, options or similar rights issued in connection with an employee benefit plan and a maximum of $5 million in aggregate with respect to other stock purchases.

The Credit Facility also contains covenants that, among other things, limit us with respect to the incurrence of debt, the creation of liens, transactions with affiliates, mergers and consolidations, sales of assets and acquisitions. The Credit Facility also requires that, if availability under the Credit Facility declines to a certain level, we maintain a minimum fixed charge coverage ratio as of the end of each fiscal quarter and provides for a default upon (among other things) the occurrence of a change of control of Ryerson and a cross-default to other financing arrangements.

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The lenders under the Credit Facility have the ability to reject a borrowing request if there has occurred any event, circumstance or development that has had or could reasonably be expected to have a material adverse effect on the Company. If Ryerson, or any significant subsidiaries becomes insolvent or commences bankruptcy proceedings, all amounts borrowed under the Credit Facility will become immediately due and payable.

Proceeds from Credit Facility borrowings and repayments of Credit Facility borrowings in the Consolidated Statement of Cash Flows represent borrowings under the Company’s revolving credit agreement with original maturities greater than three months. Net short-term proceeds (repayments) under the Credit Facility represent borrowings under the Credit Facility with original maturities less than three months.

On January 26, 2007, the Company entered into an amendment and restatement to its existing $1.1 billion Credit Facility that would have expired on January 4, 2011. This transaction resulted in a 5-year, $750 million revolving credit facility (the “Amended Credit Facility”). Also on January 26, 2007, Ryerson Funding LLC, a special purpose subsidiary of Joseph T. Ryerson & Son, Inc. entered into a 5-year, $450 million revolving securitization facility (the “Securitization Facility”). The details of these two new credit transactions are discussed in the Subsequent Events section. (See Note 22).

$100 Million 9 ¹/8% Notes due 2006

On July 17, 2006, the Company paid the 2006 Notes with proceeds from borrowings under the Credit Facility.

$175 Million 3.50% Convertible Senior Notes due 2024

At December 31, 2006, $175 million of the 2024 Notes remain outstanding. The 2024 Notes pay interest semi-annually and are fully and unconditionally guaranteed by Ryerson Procurement Corporation, one of our wholly-owned subsidiaries, on a senior unsecured basis and are convertible into common stock of Ryerson at an initial conversion price of approximately $21.37 per share. The 2024 Notes mature on November 1, 2024.

Holders of the 2024 Notes have the right to require Ryerson to repurchase some or all of their 2024 Notes for cash at a repurchase price equal to 100% of the principal amount of the 2024 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but not including, the repurchase date, on November 1, 2009, November 1, 2014 and November 1, 2019, or following a fundamental change (as defined in the Indenture dated as of November 10, 2004 by and among Ryerson Inc., Ryerson Procurement Corporation and The Bank of New York Trust Company, N.A., as Trustee, for the 2024 Notes (the “2024 Notes Indenture”)) that occurs at any time prior to maturity of the 2024 Notes.

The 2024 Notes are convertible into shares of common stock of Ryerson on or prior to the trading day preceding the stated maturity, under the following circumstances: (1) during any calendar quarter (and only during such calendar quarter) commencing after December 31, 2004 and before January 1, 2020, if the last reported sale price of Ryerson’s common stock is greater than or equal to 125% of the conversion price for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter; (2) at any time on or after January 1, 2020, if the last reported sale price of common stock on any date on or after December 31, 2019 is greater than or equal to 125% of the conversion price; (3) subject to certain limitations, during the five business day period after any five consecutive trading day period in which the trading price per note for each day of that period was less than 98% of the product of the conversion rate and the last reported sale price of the common stock of Ryerson; (4) if we call the 2024 Notes for redemption; or (5) upon the occurrence of certain corporate transactions. At December 31, 2006, none of these events had occurred and, as a result, the holders of the 2024 Notes did not have the right to convert their 2024 Notes.

The 2024 Notes are convertible into the common stock of Ryerson at an initial conversion price of approximately $21.37 per share (equal to an initial conversion rate of 46.7880 shares per $1,000 principal

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amount) upon the occurrence of certain events. Article 15 of the 2024 Notes Indenture provides for the conversion terms. The 2024 Notes Indenture provides that the conversion price will be adjusted downward (resulting in more shares of common stock being issued) if Ryerson (1) issues shares of common stock as a dividend or distribution on outstanding shares of common stock or effects a share split of its common stock, (2) issues to its holders of common stock short-term rights or warrants to subscribe for or purchase shares of the common stock at a price per share less than current market value (subject to readjustment to the extent that such rights or warrants are not exercised prior to their expiration), (3) distributes shares of capital stock, evidences of indebtedness or other assets or property to its common stockholders, (4) makes any cash dividend or distribution to common stockholders in excess of $0.05 per share during any fiscal quarter or (5) makes a payment in respect of a tender offer or exchange offer for common stock at a price per share in excess of the then-current market price. Conversely, the conversion price will be adjusted upward to reflect any reverse stock split or share combination involving the common stock. Upon conversion, Ryerson will deliver cash equal to the lesser of the aggregate principal amount of the 2024 Notes being converted and Ryerson’s total conversion obligation (the market value of the common stock into which the 2024 Notes are convertible), and common stock in respect of the remainder.

$150 Million 8 ¹/4% Senior Notes due 2011

At December 31, 2006, $150 million of the 2011 Notes remain outstanding. The 2011 Notes pay interest semi-annually and are fully and unconditionally guaranteed by Ryerson Procurement Corporation, on a senior unsecured basis. The 2011 Notes mature on December 15, 2011.

The 2011 Notes contain covenants that limit the Company’s ability to incur additional debt; issue redeemable stock and preferred stock; repurchase capital stock; make other restricted payments including, without limitation, paying dividends and making investments; redeem debt that is junior in right of payment to the 2011 Notes; create liens without securing the 2011 Notes; sell or otherwise dispose of assets, including capital stock of subsidiaries; enter into agreements that restrict the payment of dividends from subsidiaries; merge, consolidate and sell or otherwise dispose of substantially all of the Company’s assets; enter into sale/leaseback transactions; enter into transactions with affiliates; guarantee indebtedness; and enter into new lines of business. These covenants are subject to a number of exceptions and qualifications. If the 2011 Notes receive an investment grade rating from both Moody’s Investors Services Inc. and Standard & Poor’s Ratings Group, certain of these covenants would be suspended for so long as the 2011 Notes continued to be rated as investment grade. At December 31, 2006, the 2011 Notes did not have an investment grade rating.

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Note 5: Capital Stock and Accumulated Other Comprehensive Income (Loss)

On December 31, 2006, 11,872,455 shares of common stock were reserved for issuance upon conversion of the Company’s $175 million of outstanding 3.50% Convertible Senior Notes due 2024, 3,785,563 shares of common stock remained reserved for issuance under the Company’s various stock plans and 79,451 shares were reserved for issuance upon conversion of shares of preferred stock.

The Series A $2.40 Cumulative Convertible Preferred Stock, $1.00 par value per share (“Series A Preferred Stock”), is convertible into common stock at the rate of one share of common stock for each share of Series A Preferred Stock and is redeemable, at the Company’s option, at $44 per share plus any accrued and unpaid dividends. Each such share is entitled to one vote and generally votes together with holders of common stocks as one class. Dividends are paid quarterly and totaled $0.2 million in 2006, 2005 and 2004.

The following table details changes in capital accounts:

																Accumulated Other Comprehensive Income (Loss)
	Common Stock			Treasury Stock					Preferred Stock Series A				Capital in Excess of Par Value			Foreign Currency Translation		Benefit Plan Liabilities			Unrealized Gain on Derivative Instruments
	Shares	Dollars		Shares		Dollars			Shares		Dollars		Dollars			Dollars		Dollars			Dollars
	(In millions, except shares in thousands)
Balance at January 1, 2004	50,556	$	50.6	(25,730	)	$	(752.0	)	80		$	0.1		861.2		$	2.4	$	(100.3	)		—
Acquisition of treasury stock	—		—	(3	)		—		—			—		—			—		—			—
Issued under stock-based compensation plans	—		—	194			5.8		—			—		(3.7	)		—		—			—
Foreign currency translation	—		—	—			—		—			—		—			4.4		—			—
Benefit Plan Liabilities (net of tax benefit of $2.8)	—		—	—			—		—			—		—			—		(4.3	)		—
Balance at December 31, 2004	50,556		50.6	(25,539	)		(746.2	)	80			0.1		857.5			6.8		(104.6	)		—
Acquisition of treasury stock	—		—	(3	)		—		—			—		—			—		—			—
Issued under stock-based compensation plans	—		—	553			17.2		—			—		(10.5	)		—		—			—
Foreign currency translation	—		—	—			—		—			—		—			3.6		—			—
Benefit Plan Liabilities (net of tax provision of $2.9)	—		—	—			—		—			—		—			—		5.7			—
Balance at December 31, 2005	50,556		50.6	(24,989	)		(729.0	)	80			0.1		847.0			10.4		(98.9	)		—
Acquisition of treasury stock	—		—	(24	)		(0.6	)	—			—		—			—		—			—
Series A Conversion	—		—	1			—		(1	)		—		—			—		—			—
Issued under stock- based compensation plans	—		—	918			28.5		—			—		(15.3	)		—		—			—
Foreign currency translation	—		—	—			—		—			—		—			0.6		—			—
Benefit Plan Liabilities (net of tax provision of $11.9)	—		—	—			—		—			—		—			—		17.2			—
Adoption of SFAS 158 (net of tax benefit of $1.5)	—		—	—			—		—			—		—			—		3.2			—
Unrealized gain on derivative instruments	—		—	—			—		—			—		—			—		—			0.1
Balance at December 31, 2006	50,556	$	50.6	(24,094	)	$	(701.1	)	79		$	0.1	$	831.7		$	11.0	$	(78.5	)	$	0.1

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Note 6:    Stock-Based Compensation

Effective January 1, 2006, the Company adopted SFAS No. 123R, “Share-Based Payment” (“SFAS 123R”) using the modified prospective method, in which compensation cost was recognized beginning with the effective date for (a) all share-based payments granted after the effective date and (b) all awards granted to employees prior to the effective date of SFAS 123R that remain unvested on the effective date. Results for prior periods have not been restated.

As permitted under SFAS 123, “Accounting for Stock-Based Compensation”, the Company elected to follow APB 25, “Accounting for Stock Issued to Employees”, and related interpretations in accounting for stock-based awards to employees through December 31, 2005. Accordingly, compensation cost for stock options and nonvested stock grants was measured as the excess, if any, of the market price of the Company’s common stock at the date of grant over the exercise price and was charged to operating expense over the vesting period. The majority of stock-based compensation expense prior to the adoption of SFAS 123R related to performance awards and nonvested stock grants. The following table illustrates stock-based compensation recognized in the statement of operations by category of award:

	2006		2005		2004
	(In millions)
Stock-based compensation related to:
Performance awards	$	5.5	$	3.7	$	0.6
Grants of nonvested stock		1.9		0.7		0.3
Stock options granted to employees and directors		0.1		—		—
Supplemental savings plan		0.3		0.8		0.2
Stock appreciation rights		—		0.1		—
Stock-based compensation recognized in the statement of operations	$	7.8	$	5.3	$	1.1

The total tax benefit realized for the tax deduction for stock-based compensation was $5.7 million, $2.0 million and $0.4 million for the years ended December 31, 2006, 2005 and 2004, respectively.

With the adoption of SFAS 123R, the Company has elected to amortize stock-based compensation for awards granted on or after the adoption of SFAS 123R on January 1, 2006 on a straight-line basis over the requisite service (vesting) period for the entire award. For awards granted prior to January 1, 2006, compensation costs are amortized in a manner consistent with FIN 28, “Accounting for Stock Appreciation Rights and Other Variable Stock Option or Award Plans.” The stock-based compensation cost that has been recognized in the statement of operations is included in the Warehousing, delivery, selling, general and administrative line item.

Company Plans

The 2002 Incentive Stock Plan (“2002 Plan”), approved by stockholders on May 8, 2002, provides for the issuance, pursuant to options and other awards, of 2.5 million shares of common stock plus shares available for issuance under the 1999 and 1995 Incentive Stock Plans (“1999 and 1995 Plans”), to officers and other key employees. As of December 31, 2006, a total of 659,549 shares were available for future grants. Options remain outstanding and exercisable under the 1999 and 1995 Plans; however, no further options may be granted under these plans. Under the various plans, the per share option exercise price may not be less than 100 percent of the fair market value per share on the date of grant. Generally, options become exercisable over a three-year period with one-third becoming fully exercisable at each annual anniversary of grant. Options expire ten years from the date of grant.

The 2002 Plan also provides, as did the 1999 and 1995 Plans, for the granting of restricted stock, stock appreciation rights (“SARs”) and performance awards to officers and other key employees. Restricted stock grants are valued at the market price per share at the date of grant and generally vest over a three to five-year

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period. Performance awards, which are nonvested stock units, are granted to key employees based upon the market price per share at the date of grant and are settled in the form of common stock and/or cash at the end of a four-year period, subject to the achievement of certain performance goals.

Directors’ Compensation Plan

Under our Directors’ Compensation Plan, our non-employee directors receive an annual base fee of $120,000 consisting of $60,000 in stock and $60,000 in cash. The non-employee directors can choose to receive all or any part of the $60,000 cash portion in whole shares of our common stock. We also pay non-employee directors $1,500 for attending a special Board meeting and $1,500 for attending a special committee meeting that is not held in connection with a regular or special Board meeting. The Chairs of the Compensation Committee and of the Nominating and Governance Committee receive an additional annual fee of $6,000; the Audit Committee Chair receives an additional fee of $10,000 per year. No fees are paid for membership on the Executive Committee. Non-employee directors are reimbursed for actual expenses incurred for attending meetings. The Chairman of the Board is not paid any of these base fees or special fees and receives no extra pay for serving as a director.

We pay the cash portion of the annual fee quarterly, prorating the quarterly payment if a director serves for part of a quarter. We pay the stock portion as restricted stock issued at the beginning of the director’s term, with a prorata portion of those shares vesting at the end of each calendar quarter. The non-employee directors receive the same cash dividends on the restricted stock as do stockholders of our common stock. If a director leaves the Board early, he or she forfeits any shares that are still restricted and have not yet vested.

The non-employee directors can choose to defer payment of all or any portion of their fees into Ryerson stock equivalents with dividend equivalents or into a deferred cash account that earns interest at the prime rate in effect at JPMorgan Chase & Co. (or its successor). We pay the deferred amounts in from one to ten installments after the director leaves the Board.

Prior to the 2004-2005 director term, we paid a portion of the annual base fee in stock options awarded to each non-employee director. Under the Directors’ Compensation Plan, the per share option exercise price was not less than 100 percent of the fair market value per share on the grant date. Generally, options became exercisable over a one-year period, with one-half becoming fully exercisable six months after the date of grant. Options expire ten years from the date of grant. As of December 31, 2006, a total of 61,892 shares were available for future grants.

Supplemental Savings Plan

The Company’s nonqualified unfunded supplemental savings plan allows highly compensated employees who make the maximum annual 401(k) contributions allowed by the Internal Revenue Code to the savings plan to make additional contributions of their base salary exceeding the IRS-allowed limits to the nonqualified supplemental savings plan and to receive the same level of benefits (including a credit for Company matching contributions) they would have received if those IRS limits did not exist. The nonqualified supplemental savings plan allows deferred amounts to be credited with interest at the rate paid by the qualified savings plan’s most restrictive fund, the Managed Income Portfolio Fund II (or successor fund), or to be accounted for as phantom stock units, adjusted to reflect gains, losses and dividend equivalents on each date that the Company pays a cash dividend on its common stock. Phantom stock units are not actual stock but are obligations of the Company to make subsequent payments to participants in an amount determined by the fair market value of the Company’s stock at the time of payment. The phantom stock units are classified as liability awards. As of December 31, 2006, there were 87,048 outstanding phantom stock units with a fair value of $2.2 million.

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Summary of Assumptions and Activity

Performance awards are classified as liabilities and remeasured at each reporting date until the date of settlement. A summary of the performance awards activity (representing the maximum share units that could be earned under such awards) during 2006 is presented below:

Performance Awards	Share Units	Weighted Average Grant Date Fair Value Per Share
Nonvested at December 31, 2005	1,002,238	$	13.51
Nonvested shares granted	781,000		29.75
Vested	—		—
Forfeited	—		—
Nonvested at December 31, 2006	1,783,238	$	20.62

As of December 31, 2006, there was $13.1 million of total unrecognized compensation cost related to nonvested performance awards; that cost is expected to be recognized over a weighted-average period of 2.3 years.

The fair value of each share of the Company’s nonvested restricted stock was measured on the grant date. A summary of the nonvested restricted stock activity during 2006 is presented below:

Nonvested Restricted Stock	Shares		Weighted Average Grant Date Fair Value Per Share
Nonvested at December 31, 2005	106,418		$	14.48
Nonvested shares granted	56,840			24.57
Vested	(32,243	)		16.75
Forfeited	(4,000	)		13.11
Nonvested at December 31, 2006	127,015		$	18.46

As of December 31, 2006, there was $1.5 million of total unrecognized compensation cost related to nonvested restricted stock; that cost is expected to be recognized over a weighted-average period of 1.3 years. The fair value of shares vested during the years ended December 31, 2006, 2005 and 2004 was $0.8 million, $0.7 million and $0.4 million, respectively.

The fair value of each option award was estimated on the date of grant using the Black-Scholes option pricing model. The weighted-average fair value of options granted in 2004 was $4.47 per share. The following assumptions were used for options granted in 2004: dividend yield of 1.0%; expected volatility of 46.3%; risk-free interest rate of 3.3%; and expected term of five years. No options were granted in 2006 and 2005. A summary of option activity during 2006 is presented below:

Options	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
					(Years)	(In millions)
Outstanding at December 31, 2005	2,861,285		$	13.98
Options granted	—			—
Exercised	(997,021	)		10.77
Forfeited	—			—
Canceled or expired	(192,880	)		32.35
Outstanding at December 31, 2006	1,671,384		$	13.77	3.3	$	18.9
Exercisable at December 31, 2006	1,669,734		$	13.78	3.3	$	18.9

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The total intrinsic value of options exercised during the years ended December 31, 2006, 2005 and 2004 was $14.9 million, $5.2 million and $0.9 million, respectively. Substantially all of these options were exercised pursuant to sales plans established in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. Upon the exercise of options, the Company issues common stock from its treasury shares. Cash received from option exercises was $10.7 million, $3.8 million and $1.6 million, respectively. The tax benefit realized from stock options exercised during the years ended December 31, 2006, 2005 and 2004 was $5.8 million, $2.0 million and $0.4 million, respectively.

As of December 31, 2006, there were 54,900 outstanding and exercisable SARs issued in tandem with an equivalent number of stock options with a fair value of $0.2 million. The SARs are classified as liability awards and expire in 2008. During the 2006, no SARs were granted, vested or forfeited.

Effects on Financial Statement Presentation

As a result of adopting SFAS 123R on January 1, 2006, the Company’s income before income taxes and net income was $0.1 million and $0.0 million lower in 2006 than if it had continued to account for share-based compensation under APB 25. The adoption of SFAS 123R did not impact the basic or diluted earnings per share of $2.75 and $2.50 for the year ended December 31, 2006.

Prior to the adoption of SFAS 123R, we reported all tax benefits resulting from stock-based compensation as operating cash flows in the statement of cash flows. As a result of adopting SFAS 123R, we are prospectively reporting the excess tax benefits from stock-based compensation as financing cash flows in the statement of cash flows. The excess benefit reported as financing cash flows rather than operating cash flows for the year ended December 31, 2006 was $5.8 million.

If the fair-value based method prescribed by SFAS No. 123 had been applied in measuring employee stock compensation expense for the years ended December 31, 2005 and 2004, the pro-forma effect on net income, basic and diluted earnings per share would have been as follows:

	2005		2004
	(In millions, except per share amounts)
Net income applicable to common stock, as reported	$	97.9	$	55.8
Deduct: Total stock-based compensation expense determined under the fair value method for all stock option awards, net of related tax effects		0.6		0.7
Pro forma net income applicable to common stock	$	97.3	$	55.1
Basic earnings per share:
As reported	$	3.88	$	2.24
Pro forma	$	3.86	$	2.19
Diluted earnings per share:
As reported	$	3.78	$	2.18
Pro forma	$	3.73	$	2.13

Note 7:    Stockholder Rights Plan

Pursuant to a stockholder rights plan, on November 25, 1997, the Company’s Board of Directors declared a dividend distribution, payable to stockholders of record on December 17, 1997, of one preferred stock purchase right (a “Right”) for each outstanding share of the Company’s common stock. The Rights will expire December 17, 2007. On September 22, 1999, the stockholder rights plan was amended. Under this amended Plan, the Rights will separate from the common stock and a distribution will occur upon the earlier of (i) ten days following an announcement that a person or group has acquired beneficial ownership of 10 percent or more of

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the outstanding common stock or the date a person enters an agreement providing for certain acquisition transactions or (ii) ten business days following publication of a tender or exchange offer that would result in any person or group beneficially owning 10 percent or more of the common stock (or a later date as the Board determines).

In the event that any person or group acquires 10 percent or more of the outstanding shares of common stock, each Right will entitle the holder, other than such acquiring person or group, to purchase that number of shares of common stock of the Company having a market value of twice the exercise price of the Right. At any time thereafter if the Company consummates certain business combination transactions or sells substantially all of its assets, each Right will entitle the holder, other than the person or group acquiring 10 percent or more of the outstanding shares of common stock, to purchase that number of shares of the surviving company stock which at the time of the transaction would have a market value of twice the exercise price of the Right. The preceding sentences will not apply to (i) persons who acquire common stock pursuant to an offer for all outstanding shares of common stock which the independent directors determine to be fair to and otherwise in the best interest of the Company and its stockholders after receiving advice from one or more investment banking firms and (ii) certain persons owning less than 15 percent of the outstanding common stock who report their ownership on Schedule 13G under the Securities Exchange Act of 1934 or on Schedule 13D under the Exchange Act, provided that they do not state any intention to or reserve the right to control or influence the Company and such persons certify that they acquired their shares inadvertently and will not acquire any additional shares of common stock.

The Rights will not have voting rights and, subject to certain exceptions, will be redeemable at the option of the Company at a price of one cent per Right (subject to adjustments) at any time prior to the close of business on the fifteenth day following public announcement that a person or group has acquired beneficial ownership of 10 percent or more of the outstanding common stock or the date a person enters an agreement providing for certain acquisition transactions. Any Rights held by a person triggering a distribution date will become null and void. The Board may exchange all or part of the Rights, except for those acquired by the person or group acquiring 10 percent or more of the outstanding shares of common stock, for shares of common or preferred stock of the Company. Until a Right is exercised, the holder will have no rights as a stockholder. While the distribution of the Rights will not be taxable to stockholders or the Company, stockholders may recognize taxable income if the rights become exercisable.

Note 8:    Derivatives and Fair Value of Financial Instruments

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value.

Derivatives

In January 2006, the Company entered into forward agreements for $100 million of pay fixed, receive floating interest rate swaps to effectively convert the interest rate from floating to fixed through July 2009. These interest rate swaps were designated as cash flow hedges under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activity” (“SFAS 133”) and had an asset value of approximately $0.7 million at December 31, 2006.

In August 2006, the Company entered into forward agreements for $60 million of pay fixed, receive floating interest rate swaps to effectively convert the interest rate from floating to fixed through August 2009. These interest rate swaps were designated as cash flow hedges under SFAS 133 and had a liability value of approximately $0.4 million at December 31, 2006.

The Company is subject to exposure from fluctuations in foreign currencies. Foreign currency exchange contracts are used by the Company’s Canadian subsidiaries to hedge the variability in cash flows from the forecasted payment of currencies other than the functional currency. The Canadian subsidiaries’ foreign currency

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contracts were principally used to purchase U.S. dollars. The Company had foreign currency contracts with a U.S. dollar notional amount of $2.8 million outstanding at December 31, 2006, and a liability value of $0.1 million. The Company currently does not account for these contracts as hedges but rather marks these contracts to market with a corresponding offset to current earnings.

From time to time, the Company may enter into fixed price sales contracts with its customers for certain of its inventory components. The Company may enter into metal commodity futures and options contracts to reduce volatility in the price of these metals. The Company currently does not account for these contracts as hedges, but rather marks these contracts to market with a corresponding offset to current earnings. As of December 31, 2006 and 2005, there were no significant outstanding metals commodity futures or options contracts.

Cash and Cash Equivalents

The carrying amount of cash equivalents approximates fair value because of the short maturity of those instruments.

Long-Term Debt

The estimated fair value of the Company’s long-term debt and the current portions thereof using quoted market prices of Company debt securities recently traded and market-based prices of similar securities for those securities not recently traded was $1,262 million at December 31, 2006 and $931 million at December 31, 2005, as compared with the carrying value of $1,207 million and $877 million at year-end 2006 and 2005, respectively.

Note 9:    Retirement Benefits

In September 2006, the FASB issued SFAS No. 158, “Employer’s Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R) (“SFAS158”). SFAS 158 requires an employer to recognize in its consolidated balance sheet an asset for a plan’s overfunded status or a liability for a plan’s underfunded status, measure a plan’s assets and its obligations that determine its funded status as of the end of the employer’s fiscal year, and recognize changes in the funded status of a defined benefit postretirement plan in the year in which the changes occur. Those changes will be reported in comprehensive income and as a separate component of stockholders’ equity. Certain provisions of SFAS 158 are effective as of December 31, 2006. The adjustment for FAS 158 affected our Consolidated Balance Sheet as follows:

	Prior to SFAS 158 adoption			Impact of SFAS 158 Adoption			After SFAS 158 Adoption
	(In millions)
Deferred income taxes	$	119		$	1		$	120
Current portion of deferred employee benefits		—			(15	)		(15	)
Deferred employee benefits		(321	)		24			(297	)
Intangible pension asset		7			(7	)		—
Accumulated other comprehensive income (loss)		70			(3	)		67

Prior to January 1, 1998, the Company’s non-contributory defined benefit pension plan covered certain employees, retirees and their beneficiaries. Benefits provided to participants of the plan were based on pay and years of service for salaried employees and years of service and a fixed rate or a rate determined by job grade for all wage employees, including employees under collective bargaining agreements.

Effective January 1, 1998, the Company froze the benefits accrued under its defined benefit pension plan for certain salaried employees, and instituted a defined contribution plan. Effective March 31, 2000, benefits for certain salaried employees of J. M. Tull Metals Company and AFCO Metals were similarly frozen, with the employees becoming participants in the Company’s defined contribution plan. Salaried employees who vested in

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their benefits accrued under the defined benefit plan at December 31, 1997, and March 31, 2000, are entitled to those benefits upon retirement. Certain transition rules have been established for those salaried employees meeting specified age and service requirements. For 2006, 2005 and 2004, expense recognized for such defined contribution plan was $10.2 million, $8.9 million and $6.6 million, respectively.

As part of the acquisition of Integris Metals on January 4, 2005, the Company assumed various defined benefit pension plan obligations and assets and post-retirement benefit obligations other than pensions for certain Integris Metals employees in both the U.S. and Canada. During the third quarter of 2005, the Company adopted a change to freeze the benefits accrued under the Integris Non-Union Pension Plan, a defined benefit pension plan, for certain salaried and wage employees of Integris Metals as of December 31, 2005, and instituted a defined contribution plan effective January 1, 2006. As a result of this action, the Company recognized a pension curtailment gain of $21.0 million in the third quarter of 2005 in accordance with SFAS No. 88, “Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits.”

The Company has other deferred employee benefit plans, including supplemental pension plans, the liability for which totaled $18.6 million at December 31, 2006 and $13.3 million at December 31, 2005.

Summary of Assumptions and Activity

The tables included below provide reconciliations of benefit obligations and fair value of plan assets of the Company plans as well as the funded status and components of net periodic benefit costs for each period related to each plan. The Company uses a September 30 measurement date to determine the pension and other postretirement benefit information. A discount rate of 5.75% was used to calculate the net periodic benefit cost for Integris Metals’ U.S. pension plans as of January 4, 2005, the date of the acquisition. The assumptions used to determine the information below related to Pension Benefits for U.S. plans were as follows:

	2006		2005		2004
Discount rate for calculating obligations	5.95	%	5.70	%	6.00	%
Discount rate for calculating net periodic benefit cost	5.70		6.00		6.25
Expected rate of return on plan assets	8.75		8.75		8.75
Rate of compensation increase	4.00		4.00		4.00

The expected rate of return on U.S. plan assets is 8.75% for 2007.

The assumptions used to determine the information below related to Other Postretirement Benefits, primarily health care, for U.S. plans were as follows:

	2006		2005		2004
Discount rate for calculating obligations	5.85	%	5.55	%	5.75	%
Discount rate for calculating net periodic benefit cost	5.55		5.75		6.00
Rate of compensation increase	4.00		4.00		4.00

The assumptions used to determine the information below related to Pension Benefits for Canadian plans were as follows:

	2006		2005
Discount rate for calculating obligations	5.25	%	5.25	%
Discount rate for calculating net periodic benefit cost	5.25		5.75
Expected rate of return on plan assets	7.00		7.00
Rate of compensation increase	3.50		3.50

The expected rate of return on Canadian plan assets is 7.0% for 2007.

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The assumptions used to determine the information below related to Other Postretirement Benefits, primarily healthcare, for Canadian plans were as follows:

	2006		2005
Discount rate for calculating obligations	5.25	%	5.25	%
Discount rate for calculating net periodic benefit cost	5.25		5.75
Rate of compensation increase	3.50		3.50

	Year ended September 30,
	Pension Benefits						Other Benefits
	2006			2005			2006			2005
	(In millions)
Change in Benefit Obligation
Benefit obligation at beginning of year	$	677		$	443		$	226		$	182
Service cost		5			8			4			4
Interest cost		37			38			12			13
Plan amendments		—			—			—			(16	)
Actuarial loss		(4	)		24			(23	)		(5	)
Special termination benefits		—			2			1			1
Company restructuring		—			1			—			—
Curtailment		—			(21	)		—			—
Acquisition		—			216			—			60
Effect of changes in exchange rates		—			2			—			—
Benefits paid (net of participant contributions)		(43	)		(36	)		(14	)		(13	)
Benefit obligation at end of year	$	672		$	677		$	206		$	226
Accumulated benefit obligation at end of year	$	667		$	668			N/A			N/A
Change in Plan Assets
Plan assets at fair value at beginning of year	$	547		$	348		$	—		$	—
Actual return on plan assets		58			63			—			—
Acquisition		—			161			—			—
Employer contributions		19			10			14			13
Effect of changes in exchange rates		—			1			—			—
Benefits paid (net of participant contributions)		(43	)		(36	)		(14	)		(13	)
Plan assets at fair value at end of year	$	581		$	547		$	—		$	—
Reconciliation of Prepaid (Accrued) and Total Amount Recognized
Funded status	$	(91	)	$	(130	)	$	(206	)	$	(226	)
Unrecognized net (gain) loss(1)		—			166			—			49
Unrecognized prior service cost(1)		—			8			—			(40	)
Prepaid (accrued) benefit cost at September 30 Accrued Benefit Liability(1)		—			44			—			(217	)
Change in account, October-December		—			—			4			4
Net amount recognized at December 31	$	(91	)	$	44		$	(202	)	$	(213	)
Amounts recognized in balance sheet consist of:
Prepaid (accrued) benefit cost	$	—		$	—		$	(206	)	$	(217	)
Accrued benefit liability		(91	)		(127	)		—			—
Intangible asset(1)		—			8			—			—
Accumulated other comprehensive income (loss)(1)		—			163			—			—
Change in account, October-December		—			—			4			4
Net amount recognized	$	(91	)	$	44		$	(202	)(2)	$	(213	)

(1) Disclosure is not applicable in 2006 as a result of SFAS 158.

(2) Net amount recognized for “other benefits” in 2006 of $202 million consists of $14 million in current liabilities and $189 million in non- current liabilities

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Canadian benefit obligations represented $46 million and $47 million of the Company’s total Pension Benefits obligations at September 30, 2006 and 2005, respectively. Canadian plan assets represented $48 million and $47 million of the Company’s total plan assets at fair value at September 30, 2006 and 2005, respectively. In addition, Canadian benefit obligations represented $18 million and $14 million of the Company’s total Other Benefits obligation at September 30, 2006 and 2005, respectively.

Amounts recognized in accumulated other comprehensive income (loss) at December 31, 2006 consists of the following:

	December 31, 2006
	Pension Benefits		Other Benefits
	(In millions)
Amounts recognized in accumulated other comprehensive income (loss), pre-tax, consists of
Net actuarial loss	$	135	$	24
Prior service cost (credit)		7		(35	)
Total	$	142	$	(11	)

The estimated net actuarial loss and prior service cost for pension benefits that will be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost over the next fiscal year are expected to be $10 million and $1 million, respectively. The estimated net actuarial loss and prior service cost (credit) for other postretirement benefits that will be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost (credit) over the next fiscal year is expected to be $1 million and $(6) million, respectively.

For measurement purposes for U.S. plans at September 30, 2006, the annual rate of increase in the per capita cost of covered health care benefits was 9.25 percent for participants less than 65 years old and 11 percent for participants greater than 65 years old in 2006, grading down to 5 percent in 2012, the level at which it is expected to remain. For measurement purposes for Canadian plans at September 30, 2006, the annual rate of increase in the per capita cost of covered health care benefits was 12 percent in 2006, grading down to 6 percent in 2010, the level at which it is expected to remain. For measurement purposes for U.S. plans at September 30, 2005, the annual rate of increase in the per capita cost of covered health care benefits was 10 percent for participants less than 65 years old and 12 percent for participants greater than 65 years old in 2005, grading down to 5 percent in 2012, the level at which it is expected to remain. For measurement purposes for Canadian plans at September 30, 2005, the annual rate of increase in the per capita cost of covered health care benefits was 9 percent in 2005, grading down to 5 percent in 2009, the level at which it is expected to remain. For measurement purposes at September 30, 2004, the annual rate of increase in the per capita cost of covered health care benefits was 10 percent in 2004, grading down to 5 percent in 2011, the level at which it was expected to remain.

	Pension Benefits									Other Benefits
	2006			2005			2004			2006			2005			2004
	(In millions)
Components of net periodic benefit cost
Service cost	$	5		$	8		$	3		$	4		$	4		$	3
Interest cost		37			38			25			12			13			10
Expected return on assets		(43	)		(42	)		(30	)		—			—			—
Amortization of prior service cost		1			1			2			(6	)		3			(4	)
Recognized actuarial (gain) loss		12			12			8			2			(4	)		2
Net periodic benefit cost	$	12		$	17		$	8		$	12		$	16		$	11

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The assumed health care cost trend rate has an effect on the amounts reported for the health care plans. For purposes of determining net periodic benefit cost for U.S plans, the annual rate of increase in the per capita cost of covered health care benefits was 10 percent for participants less than 65 years old and 12 percent for participants greater than 65 years old in 2006, grading down to 5 percent in 2012. For purposes of determining net periodic benefit cost for Canadian plans, the annual rate of increase in the per capita cost of covered health care benefits was 9 percent in 2006, grading down to 5 percent in 2009. A one-percentage-point change in the assumed health care cost trend rate would have the following effects:

	1% increase		1% decrease
	(In millions)
Effect on service cost plus interest cost	$	0.7	$	(0.5	)
Effect on postretirement benefit obligation		7.4		(6.2	)

Pension Trust Assets

The expected long-term rate of return on pension trust assets is 7.00% to 8.75% based on the historical investment returns of the trust, the forecasted returns of the asset classes and a survey of comparable pension plan sponsors.

The Company’s pension trust weighted-average asset allocations at September 30, 2006 and 2005, by asset category are as follows:

	Trust Assets at September 30,
	2006		2005
Equity securities	75.4	%	69.3	%
Debt securities	12.2		19.2
Real Estate	8.8		7.3
Other	3.6		4.2
Total	100.0	%	100.0	%

The Compensation Committee of the Board of Directors has general supervisory authority over the Pension Trust Fund and approves the investment policies and plan asset target allocation. An internal management committee provides on-going oversight of plan assets in accordance with the approved policies and asset allocation ranges and has the authority to appoint and dismiss investment managers. The investment policy objectives are to maximize long-term return from a diversified pool of assets while minimizing the risk of large losses, and to maintain adequate liquidity to permit timely payment of all benefits. The policies include diversification requirements and restrictions on concentration in any one single issuer or asset class. The currently approved asset investment classes are cash; fixed income; domestic equities; international equities; real estate; private equities and hedge funds of funds. Company management allocates the plan assets among the approved investment classes and provides appropriate directions to the investment managers pursuant to such allocations. The approved target ranges and allocations as of the September 30, 2006 and 2005 measurement dates were as follows:

	Range		Target
Equity securities	30-85	%	75	%
Debt securities	5-50		10
Real Estate	0-15		10
Other	0-15		5
Total			100	%

At September 30, 2006, Equity Securities did not include any Ryerson common stock. Equity securities included Ryerson common stock in the amount of $2.8 million (0.6 percent of total plan assets) at September 30, 2005.

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Contributions

The Company had no required ERISA contributions for 2006. The Company contributed $18.8 million to improve the funded status of the plans. At December 31, 2006, the Company does not have an estimate of such potential contribution in 2007.

Estimated Future Benefit Payments

	Pension Benefits		Other Benefits
	(In millions)
2007	$	39.9	$	15.6
2008		39.6		15.8
2009		40.5		15.9
2010		41.7		16.3
2011		42.8		16.5
2012-2016		234.7		84.7

Note 10:    Restructuring Charges

The following summarizes restructuring accrual activity for the years ended December 31, 2006, 2005 and 2004:

	Employee related costs			Tenancy and other costs			Total restructuring costs
	(In millions)
Balance at December 31, 2003	$	3.0		$	3.8		$	6.8
Restructuring charges		3.6			—			3.6
Cash payments		(2.0	)		(1.5	)		(3.5	)
Non-cash adjustments		(3.4	)		—			(3.4	)
Reclassifications		(0.2	)		0.2			—
Balance at December 31, 2004		1.0			2.5			3.5
Restructuring charges		4.0			—			4.0
Cash payments		(2.3	)		(0.8	)		(3.1	)
Non-cash adjustments		(1.4	)		—			(1.4	)
Reclassifications		(0.1	)		0.1			—
Balance at December 31, 2005		1.2			1.8			3.0
Restructuring charges		4.3			0.2			4.5
Cash payments		(2.3	)		(0.7	)		(3.0	)
Non-cash adjustments		(1.0	)		—			(1.0	)
Balance at December 31, 2006	$	2.2		$	1.3		$	3.5

2006

In 2006, the Company recorded a charge of $4.0 million primarily due to workforce reductions resulting from our integration of IM-US and IM Canada (collectively, “Integris Metals”) with Ryerson. The charge consists of future cash outlays of $2.8 million for employee-related costs, including severance for 170 employees, non-cash costs totaling $1.0 million for pensions and other post-retirement benefits and $0.2 million for future lease payments for a closed facility. Combined with the 2005 restructuring charge discussed below, to date the Company has recorded a total charge of $8.0 million for workforce reductions and facility closures related to our acquisition of Integris Metals. The Company expects to record additional restructuring charges of approximately $4 million to $5 million for workforce reductions, tenancy and other costs related to the

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acquisition of Integris Metals as the integration process continues over the next 12 months. In 2006, the Company also recorded a charge of $0.5 million for other workforce reductions. The charge consists of future cash outlays for employee-related costs, including severance for 16 employees. The December 31, 2006 accrual balance will be paid primarily in 2007.

2005

In 2005, the Company recorded a charge of $4.0 million due to workforce reductions resulting from the integration of Integris Metals with the Company. The charge consists of costs for employees that were employed by the Company prior to the acquisition, including severance for 33 employees and other future cash outlays totaling $2.6 million and non-cash costs totaling $1.4 million for pensions and other post-retirement benefits.

2004

The 2004 restructuring and plant closure costs totaled $3.6 million for facility consolidations and workforce reductions. The charge consisted of employee-related costs. The restructuring actions associated with the charge have been completed. During 2005, the Company completed the utilization of the reserve.

Note 11:    Income Taxes

The elements of the provisions for income taxes related to continuing operations for each of the three years indicated below were as follows:

	Year ended December 31,
	2006			2005		2004
	(In millions)
Income before income tax—continuing operations:
Federal	$	75.2		$	141.5	$	64.4
Foreign		39.0			19.1		11.6
	$	114.2		$	160.6	$	76.0
Current income taxes:
Federal	$	64.1		$	24.0	$	54.6
Foreign		12.1			6.4		3.2
State		4.0			6.9		(0.9	)
		80.2			37.3		56.9
Deferred income taxes		(37.8	)		25.2		(29.9	)
Total tax expense	$	42.4		$	62.5	$	27.0

Income taxes on continuing operations differ from the amounts computed by applying the federal tax rate as follows:

	Year ended December 31,
	2006			2005			2004
	(In millions)
Federal income tax expense computed at statutory tax rate of 35%	$	40.0		$	56.2		$	26.6
Additional taxes or credits from:
State and local income taxes, net of federal income tax effect		2.1			6.9			(0.6	)
Non-deductible expenses		0.7			(0.7	)		1.4
Foreign income not includable in federal taxable income		(1.4	)		(1.3	)		(0.9	)
Canadian taxes		(0.3	)		0.9			—
Valuation allowance		—			—			(1.9	)
All other, net		1.3			0.5			2.4
Total income tax provision	$	42.4		$	62.5		$	27.0

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The components of the deferred income tax assets and liabilities arising under SFAS 109 were as follows:

	December 31,
	2006			2005
	(In millions)
Deferred tax assets:
AMT tax credit carryforwards	$	53		$	53
SFAS 106 impact (post-retirement benefits other than pensions)		77			80
State net operating loss carryforwards		8			10
Bad debt allowances		5			7
Pension liability		34			49
Goodwill and other intangibles		2			2
Other deductible temporary differences		30			18
Less valuation allowances		(1	)		(1	)
Inventory basis differences		17			—
	$	225		$	218
Deferred tax liabilities:
Fixed asset basis difference		71			71
Inventory basis difference		—			17
		71			88
Net deferred tax asset	$	154		$	130

The Company had available at December 31, 2006, federal AMT credit carryforwards of approximately $53 million, which may be used indefinitely to reduce regular federal income taxes. The Company believes that it is more likely than not that all of its federal tax credits and carryforwards will be realized.

At December 31, 2006, the deferred tax asset related to the Company’s post-retirement benefits other than pensions (SFAS No. 106) was $77 million. At December 31, 2006, the Company also had a deferred tax asset related to the Company’s pension liability of $34 million. To the extent that future annual charges under SFAS No. 106 and the pension expense continue to exceed amounts deductible for tax purposes, this deferred tax asset will continue to grow. Thereafter, even if the Company should have a tax loss in any year in which the deductible amount would exceed the financial statement expense, the tax law provides for a 20-year carryforward period for that loss.

The Company had $8 million of state NOL carryforwards available at December 31, 2006. The deferred tax asset for state NOL carryforwards is reviewed for recoverability based on historical taxable income, the expected reversal of existing temporary differences, tax planning strategies, and, most importantly, on projections of future taxable income. A valuation allowance has been provided to the extent that the Company does not expect to be able to utilize all of the specific NOLs prior to their expiration in 2007-2025.

At December 31, 2006 the Company had approximately $55 million of undistributed foreign earnings. The Company has not recognized any U.S. tax expense on $51 million of these earnings since it intends to reinvest the earnings outside the U.S. for the foreseeable future. The Company has recognized U.S. tax expense on $4 million of these undistributed earnings that were included in the Company’s prior year U.S. taxable income under the U.S. Subpart F income rules.

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Note 12:    Goodwill

The following is a summary of changes in the carrying amount of goodwill for the years ended December 31, 2005 and December 31, 2006:

	Carrying Amount
	(In millions)
Balance at December 31,2004		—
Goodwill acquired during the period		64.8
Balance at December 31, 2005	$	64.8
Goodwill acquired during the period		—
Goodwill allocated to disposed assets		(2.0	)
Settlement of acquired tax liability and deferred tax assets		(3.1	)
Balance at December 31, 2006	$	59.7

The settlement of acquired tax liabilities resulted from a favorable IRS examination of $0.8 million and an adjustment of $2.3 million of deferred tax assets related to Integris Metals.

In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets,” (“SFAS 142”) goodwill is reviewed at least annually for impairment using a two-step approach. In the first step, the Company tests for impairment of goodwill by estimating the fair values of its reporting units using the present value of future cash flows approach, subject to a comparison for reasonableness to its market capitalization at the date of valuation. Projected cash flows are discounted to present value using an estimated weighted average cost of capital, which considers both returns to equity and debt investors. If the carrying amount exceeds the fair value, the second step of the goodwill impairment test is performed to measure the amount of the impairment loss, if any. In the second step the implied fair value of the goodwill is estimated as the fair value of the reporting unit used in the first step less the fair value of all other net tangible and intangible assets of the reporting unit. If the carrying amount of goodwill exceeds its implied fair market value, an impairment loss is recognized in an amount equal to that excess, not to exceed the carrying amount of the goodwill. For purposes of performing annual impairment tests, the Company identified reporting units in accordance with the guidance provided within SFAS 142. As of November 1, 2006, the date of the Company’s annual impairment testing, the Company identified two reporting units.

Based on the results of its annual impairment tests, the Company determined that no impairment of goodwill exists as of November 1, 2006. However, future goodwill impairment tests could result in a charge to earnings. The Company will continue to evaluate goodwill on an annual basis as of November 1 and whenever events and changes in circumstances indicate that there may be a potential impairment.

Note 13:    Intangible Assets

The following summarizes the components of intangible assets at December 31, 2006 and 2005:

	December 31, 2006							December 31, 2005
Amortized intangible assets	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
	(In millions)
Customer relationships	$	13.8	$	(7.4	)	$	6.4	$	13.8	$	(3.8	)	$	10.0
Trademarks		0.9		(0.1	)		0.8		0.9		(0.1	)		0.8
Total	$	14.7	$	(7.5	)	$	7.2	$	14.7	$	(3.9	)	$	10.8

The weighted-average amortization period is 4.7 years in total, 3.7 years for customer relationships and 20 years for trademarks.

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Amortization expense related to intangible assets for the years ended December 31, 2006 and 2005 was $3.8 million and $3.9 million, respectively.

Estimated amortization expense related to intangible assets at December 31, 2006, for each of the years in the five year period ending December 31, 2011 and thereafter is as follows:

	Estimated Amortization Expense
	(In millions)
For the year ended 12/31/07	$	3.9
For the year ended 12/31/08		2.4
For the year ended 12/31/09		0.2
For the year ended 12/31/10		0.1
For the year ended 12/31/11		0.1
For the years ended thereafter		0.5

Note 14:    Earnings Per Share

	Year Ended December 31,
	2006		2005		2004
	(In millions, except per share data)
Basic earnings per share
Income from continuing operations	$	71.8	$	98.1	$	49.0
Less preferred stock dividends		0.2		0.2		0.2
Income from continuing operations available to common stockholders		71.6		97.9		48.8
Gain on sale of discontinued operations		—		—		7.0
Net income available to common stockholders	$	71.6	$	97.9	$	55.8
Average shares of common stock outstanding		26.1		25.2		24.9
Basic earnings per share
From continuing operations	$	2.75	$	3.88	$	1.96
Gain on sale of discontinued operations		—		—		0.28
Basic earnings per share	$	2.75	$	3.88	$	2.24
Diluted earnings per share
Income from continuing operations available to common stockholders	$	71.6	$	97.9	$	48.8
Gain on sale of discontinued operations		—		—		7.0
Effect of convertible preferred stock		0.2		0.2		0.1
Net income available to common stockholders and assumed conversions	$	71.8	$	98.1	$	55.9
Average shares of common stock outstanding		26.1		25.2		24.9
Dilutive effect of stock options		0.7		0.6		0.6
Stock-based compensation		0.5		0.1		0.1
Convertible securities		1.4		0.1		0.1
Shares outstanding for diluted earnings per share calculation		28.7		26.0		25.7
Diluted earnings per share
From continuing operations	$	2.50	$	3.78	$	1.91
Gain on sale of discontinued operations		—		—		0.27
Diluted earnings per share	$	2.50	$	3.78	$	2.18

In 2006, all options to purchase shares of common stock were included in the computation of diluted earnings per share (“EPS”) because the options were dilutive.

77

In 2005, options to purchase 544,483 shares of common stock at prices ranging from $21.93 to $33.22 per share were outstanding, but were not included in the computation of diluted EPS because the options’ exercise price was higher than the average market price of the common shares.

In 2004, options to purchase 1,558,867 shares of common stock at prices ranging from $16.03 per share to $38.35 per share were outstanding, but were not included in the computation of diluted EPS because the options’ exercise price was higher than the average market price of the common shares.

Upon conversion of the Company’s 2024 Notes, the holder of each 2024 Note will receive cash equal to the lesser of the aggregate principal amount of the 2024 Notes being converted and the Company’s total conversion obligation (the market value of the common stock into which the 2024 Notes are convertible), and common stock in respect of the remainder. During 2006, the Company’s average share price has exceeded the conversion price ($21.37 per share), of the 2024 Notes, which resulted in an increase of 1.3 million potential shares to diluted shares outstanding. During 2005 and 2004, the Company’s average share price did not exceed the conversion price ($21.37 per share) of the 2024 Notes, therefore the conversion value was less than the principal amount of the 2024 Notes. Under the net share settlement method and in accordance with EITF 04-8, “The Effect of Contingently Convertible Debt on Diluted Earnings per Share,” there were no potential shares issuable under the 2024 Notes to be used in the calculation of diluted EPS for 2005 and 2004. Therefore, the shares used in the calculation of diluted EPS excluded the potential shares contingently issuable under the 2024 Notes because those potential shares were not dilutive for 2005 and 2004. The maximum number of shares the Company may issue with respect to the 2024 Notes is 11,872,455.

Note 15:    Restricted Cash

In the first quarter of 2002, the Company recorded a $5.1 million pretax gain for the receipt of shares as a result of the demutualization of one of its insurance carriers, Prudential. This gain represents a portion of the total of $6.3 million of shares received. The remaining shares are attributable to participants in the optional life insurance plan and therefore the liability has been recorded as a benefit payable.

In the second quarter of 2002, the Company sold all of the shares received. As a result of the sale, the Company recorded income of $0.6 million in the second quarter, as its allocable share of the gain on sale. The portion of the sale proceeds attributable to optional life insurance plan participants ($1.3 million) is required to be used for the benefit of plan participants and as such, has been recorded as “restricted cash” in the Consolidated Balance Sheets. The restricted cash balance has earned interest totaling $0.1 million as of December 31, 2006. In the third quarter of 2002, the Company began making payments for the benefit of optional life insurance plan participants. At December 31, 2006, these payments totaled $1.3 million.

Note 16:    Sales by Product

The Company derives substantially all of its sales from the distribution of metals. The Company has two operating segments, General Line and Coil Processing. Due to similar economic characteristics, products and services, types of customers, distribution methods, and regulatory environment, the operating segments have been aggregated into a single reporting segment.

The following table shows the Company’s percentage of sales by major product line for 2006, 2005 and 2004:

	Percentage of Sales
Product Line	2006		2005		2004
Stainless and aluminum	52	%	50	%	31	%
Carbon flat rolled	25		26		39
Bars, tubing and structurals	9		10		13
Fabrication and carbon plate	9		9		14
Other	5		5		3
Total	100	%	100	%	100	%

78

No customer accounted for more than 10 percent of Company sales in 2006 and the top ten customers accounted for approximately 14 percent of its sales in 2006. Substantially all of the Company’s sales are attributable to its U.S. operations and substantially all of its long-lived assets are located in the United States. The only operations attributed to a foreign country relate to the Company’s subsidiaries in Canada, which comprised 9 percent, 8 percent and 3 percent of the Company’s sales in 2006, 2005 and 2004, respectively, Canadian assets were 9 percent, 9 percent and 3 percent of consolidated assets at December 31, 2006, 2005 and 2004, respectively.

Note 17:    Commitments and Contingencies

ISC/Ispat Transaction

In 1998, Ryerson (together with its subsidiaries, the “Company”) sold its steel manufacturing segment (“ISC”) to Ispat International N.V. and certain of its affiliates (“Ispat”) pursuant to an agreement of sale and merger (the “ISC/Ispat Merger Agreement”). Pursuant to that Agreement, the Company agreed to indemnify Ispat up to $90 million for losses incurred in connection with breaches of representations and warranties contained in the agreement and for expenditures and losses incurred relating to certain environmental liabilities. Ispat was required to make all such indemnification claims prior to March 31, 2000, other than claims related to tax matters, certain organizational matters and environmental matters.

As part of the sale transaction, the Inland Steel Industries Pension Plan was transferred to Ispat. As a condition to completing the ISC/Ispat transaction, Ispat and the Company entered into an agreement with the Pension Benefit Guaranty Corporation (“PBGC”) to provide certain financial commitments to reduce the underfunding of that pension plan (the “Ispat Pension Plan”) and to secure the Plan’s unfunded benefit liabilities on a termination basis. These commitments included a Company guaranty of $50 million of the obligations of Ispat to the PBGC in the event of a distress or involuntary termination of the Ispat Pension Plan.

In August 2001, the Company established a $50 million letter of credit in favor of the PBGC as security for the guaranty. Under the agreement among the PBGC, Ispat and the Company, by July 16, 2003, Ispat was required to take all necessary action to provide adequate replacement security to the PBGC, which would permit the Company to terminate the guaranty and the related letter of credit. Ispat did not provide the replacement security by such date, and the Company, in accordance with the aforementioned agreement, renewed its letter of credit on July 16, 2003 (the “PBGC Letter of Credit”), on a year-to-year basis. On September 15, 2003, the PBGC Letter of Credit and guaranty were reduced to $29 million pursuant to certain agreements signed on that date and described below.

On May 29, 2001, the Company entered into a settlement agreement with Ispat that settled certain claims, other than those related to environmental liabilities and certain property tax matters, for approximately $15 million, which applied against the $90 million indemnification cap. Ispat also notified the Company of certain environmental matters of which Ispat was aware, of certain environmental expenses that it had incurred or might incur, of certain property tax matters and of other matters arising under ISC/Ispat Merger Agreement for which Ispat believed it was entitled to indemnification under that Agreement.

In the second quarter of 2002, the Company recorded an additional $2.7 million pretax charge related to Ispat’s claim for indemnification regarding environmental matters.

On September 15, 2003, the Company and Ispat settled all environmental and other indemnification claims between them arising from the ISC/Ispat Merger Agreement, including certain matters related to the Ispat Pension Plan. The Company had previously established an accrual to cover these claims. Under this second settlement agreement:

• The Company contributed $21 million to the Ispat Pension Plan.

• Ispat released the Company from any remaining environmental and other indemnification obligations arising out of the ISC/Ispat Merger Agreement.

79

• Ispat agreed to make specified monthly contributions to the Ispat Pension Plan totaling $29 million over the twelve-month period beginning January 2004, to reduce and discharge the Company’s PBGC Letter of Credit, as described below.

• Ispat agreed to share certain property tax refunds and to pay to the Ispat Pension Plan an amount equal to the cash received or the face amount of any related credit or non-cash refund, which would pro-rata reduce Ispat’s monthly contributions.

• Ispat agreed to pay the Company one-third of any environmental insurance proceeds (less certain fees and expenses incurred in pursuing such claims), up to a maximum of $21 million, related to the Company’s environmental indemnifications under the ISC/Ispat Merger Agreement.

On September 15, 2003, the Company also entered into an agreement with Ispat and the PBGC under which the PBGC agreed that any contributions described above (the “Contributions”) made by Ispat or the Company to the Ispat Pension Plan would reduce and discharge the PBGC Letter of Credit and the Company’s guaranty on a dollar-for-dollar basis, until each was reduced to zero. The Company had a $5.5 million liability recorded related to this guaranty to the PBGC. Based on Ispat making the required monthly Contributions, the Company reduced the liability related to the PBGC guaranty to $3.5 million in the second quarter 2004 and recorded a favorable $1.2 million after-tax adjustment to the gain on the sale of ISC. During the third quarter of 2004, Ispat made the final monthly Contributions. As a result, the PBGC Letter of Credit was reduced to zero, and the Company reduced the liability related to the PBGC guaranty to zero and recorded a favorable $2.3 million after-tax adjustment to the gain on the sale of ISC. Except for claims which could be made under Employee Retirement Income Security Act of 1974, as amended, for the period in which the Company was the sponsor of the Ispat Pension Plan, the Company has no further liability with respect to the Ispat Pension Plan.

Other Matters

The Company is currently a defendant in antitrust litigation. The Company believes that this suit is without merit and has answered the complaint denying all claims and allegations. The trial court entered judgment on June 15, 2004 sustaining the Company’s summary judgment motion and those of the other defendants on all claims. On September 15, 2005, the U.S. Court of Appeals for the Tenth Circuit heard oral arguments on plaintiff’s appeal. On August 7, 2006, the U.S. Court of Appeals for the Tenth Circuit issued a ruling affirming in part and reversing in part the district court judgment in favor of defendants, and sent the case back to the district court for reconsideration of the summary judgment in light of guidance provided by the Tenth Circuit opinion. The Company cannot determine at this time whether any potential liability related to this litigation would materially affect its financial position, results of operations, or cash flows.

Lease Obligations & Other

The Company has noncancellable operating leases for which future minimum rental commitments are estimated to total $84.7 million, including approximately $23.7 million in 2007, $15.9 million in 2008, $11.5 million in 2009, $8.1 million in 2010, $6.5 million in 2011 and $19.0 million thereafter.

Rental expense under operating leases totaled $32.1 million in 2006, $30.7 million in 2005 and $16.2 million in 2004.

To fulfill contractual requirements for certain customers in 2006, the Company has entered into certain fixed-price noncancellable contractual obligations. These purchase obligations which will all be paid in 2007 aggregated $207.2 million at December 31, 2006.

There are various claims and pending actions against the Company other than those related to the ISC/Ispat transaction and the antitrust litigation. The amount of liability, if any, for those claims and actions at December 31, 2006 is not determinable but, in the opinion of management, such liability, if any, will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.

80

Note 18:    Acquisitions

Lancaster Steel Service Company, Inc.

On October 4, 2006, JT Ryerson acquired Lancaster Steel Service Company, Inc. (“Lancaster Steel”) for a cash purchase price of $18 million, plus assumption of approximately $16 million of debt. Lancaster Steel is a metal service center company based in upstate New York, which was founded in 1963 and operates from facilities in Lancaster and Liverpool, N.Y. The acquisition has been accounted for by the purchase method of accounting, and the purchase price has been allocated to the preliminary fair value of assets acquired and liabilities assumed. The Company paid for the acquisition with funds borrowed under its credit facility. This acquisition is not considered to be material to the Company, and, therefore, pro forma information has not been presented.

Integris Metals, Inc.

On January 4, 2005, Ryerson acquired all of the capital stock of Integris Metals for a cash purchase price of $410 million, plus assumption of approximately $234 million of Integris Metals’ debt. The Company has also incurred fees of $1.2 million in connection with the acquisition. Integris Metals was the fourth largest metals service center in North America with leading market positions in aluminum and stainless steel. The Company paid for the acquisition with funds borrowed under the Company’s new credit facility.

On June 23, 2005, the Board of Directors of the Company approved a preliminary plan of facility consolidations and organizational restructuring resulting from the Company’s acquisition of Integris Metals. As of December 31, 2005, the Company recorded a $7.2 million liability for exit costs assumed in the acquisition of Integris Metals. The liability consists of future cash outlays for Integris Metals employee-related costs, including severance and employee relocation costs, totaling $5.7 million, future cash outlays for tenancy and other costs totaling $0.5 million and non-cash costs of $1.0 million for pensions and other post-retirement benefits.

The following table summarizes the fair values of the assets acquired and liabilities assumed for Integris Metals at January 4, 2005:

	At January 4, 2005
	(In millions)
Cash and cash equivalents	$	1.1
Accounts receivable		241.5
Inventories		401.8
Other current assets		13.7
Property, plant and equipment		176.5
Intangible assets		14.7
Goodwill		64.8
Other assets		13.9
Total assets acquired					928.0
Current liabilities		(158.5	)
Long-term debt		(234.0	)
Deferred employee benefits and other credits		(124.3	)
Total liabilities assumed					(516.8	)
Net assets acquired				$	411.2

The financial statements of the Company presented in this report include the financial results of Integris Metals since the date of acquisition, January 4, 2005. Since the difference between the reported results and pro forma results as if the acquisition had occurred on January 1, 2005 is immaterial, no pro forma results are presented for the year ended December 31, 2005. Goodwill recorded in connection with the Integris Metals acquisition is not deductible for income tax purposes.

81

J&F Steel, LLC

On July 30, 2004, the Company completed its acquisition of 100% of the equity interests in J & F Steel, LLC (“J&F”), in which the Company invested a total of approximately $59.1 million, by paying $41.4 million in cash, net of $4.2 million of cash acquired, and assuming $13.5 million of debt. During the third quarter of 2004, the Company redeemed the $13.5 million of outstanding debt. The acquisition has been accounted for by the purchase method of accounting, and the purchase price has been allocated to assets acquired and liabilities assumed. The Company funded the transaction by drawing on its revolving credit facility. The results of J&F are included in the Company’s financial statements from the date of acquisition.

The following table summarizes the fair values of the assets acquired and liabilities assumed for J&F at July 30, 2004:

	At July 30, 2004
	(In millions)
Cash and cash equivalents	$	4.2
Accounts receivable		23.7
Inventories		34.3
Property, plant and equipment		18.6
Other assets		0.5
Total assets acquired					81.3
Current liabilities		(22.2	)
Long-term debt		(13.5	)
Total liabilities assumed					(35.7	)
Net assets acquired				$	45.6

The following table compares the year ended December 31, 2005 reported results to the unaudited 2004 pro forma results of the Company which reflect the Company’s acquisitions of Integris Metals and J&F, which was acquired on July 30, 2004, the terms of its amended and restated credit agreement dated January 4, 2005 and its issuances of $175 million of 2024 Notes and of $150 million of 2011 Notes, as if all such events had occurred at January 1, 2004:

	Year Ended December 31,
	2005		2004 Pro forma
	(In millions, except per share data)
Net sales	$	5,780.5	$	5,409.0
Income from continuing operations		98.1		94.6
Net income		98.1		101.6
Income from continuing operations per share:
Basic	$	3.88	$	3.79
Diluted	$	3.78	$	3.68
Net income per share:
Basic	$	3.88	$	4.07
Diluted	$	3.78	$	3.95

Note 19:    Condensed Consolidating Financial Statements

In November 2004, the Company issued the 2024 Notes that are fully and unconditionally guaranteed on a senior unsecured basis by Ryerson Procurement Corporation, an indirect wholly-owned subsidiary of the Company. In December 2004, the Company issued the 2011 Notes that are fully and unconditionally guaranteed by Ryerson Procurement Corporation as well. The following condensed consolidating financial information as of December 31, 2006 and 2005 and for each of the three years in the period ended December 31, 2006 is provided in lieu of separate financial statements for the Company and Ryerson Procurement Corporation.

82

RYERSON INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2006

(In millions)

	Parent			Guarantor			Non-guarantor			Eliminations			Consolidated
Net sales	$	—		$	4,996.2		$	6,038.4		$	(5,125.7	)	$	5,908.9
Cost of materials sold		—			4,942.1			5,234.5			(5,125.7	)		5,050.9
Gross profit		—			54.1			803.9			—			858.0
Warehousing, delivery, selling, general and administrative expenses		2.3			3.6			685.3			—			691.2
Restructuring and plant closure costs		—			—			4.5			—			4.5
Gain on the sale of assets		—			—			(21.6	)		—			(21.6	)
Operating profit (loss)		(2.3	)		50.5			135.7			—			183.9
Other income and expense, net		0.3			—			0.7			—			1.0
Interest and other expense on debt		(31.0	)		—			(39.7	)		—			(70.7	)
Intercompany transactions:
Interest expense on intercompany loans		(66.7	)		(12.5	)		(14.5	)		93.7			—
Interest income on intercompany loans		2.4			0.4			90.9			(93.7	)		—
Income (loss) before income taxes		(97.3	)		38.4			173.1			—			114.2
Provision (benefit) for income taxes		(28.6	)		15.4			55.6						42.4
Equity in (earnings) loss of subsidiaries		(140.5	)		—			(23.0	)		163.5			—
Net income	$	71.8		$	23.0		$	140.5		$	(163.5	)	$	71.8

83

RYERSON INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2005

(In millions)

	Parent			Guarantor			Non-guarantor			Eliminations			Consolidated
Net sales	$	—		$	3,400.3		$	5,870.1		$	(3,489.9	)	$	5,780.5
Cost of materials sold		—			3,363.5			5,019.9			(3,489.9	)		4,893.5
Gross profit		—			36.8			850.2			—			887.0
Warehousing, delivery, selling, general and administrative expenses		0.6			3.2			673.9			—			677.7
Restructuring and plant closure costs		—			—			4.0			—			4.0
Pension curtailment gain		—			—			(21.0	)		—			(21.0	)
Gain on the sale of assets		—			—			(6.6	)		—			(6.6	)
Operating profit (loss)		(0.6	)		33.6			199.9			—			232.9
Other income and expense, net		0.6			—			3.1			—			3.7
Interest and other expense on debt		(41.4	)		—			(34.6	)		—			(76.0	)
Intercompany transactions:
Interest expense on intercompany loans		(42.7	)		(9.0	)		(15.2	)		66.9			—
Interest income on intercompany loans		4.3			3.5			59.1			(66.9	)		—
Income (loss) before income taxes		(79.8	)		28.1			212.3			—			160.6
Provision (benefit) for income taxes		(27.0	)		11.2			78.3						62.5
Equity in (earnings) loss of subsidiaries		(150.9	)		—			(16.9	)		167.8			—
Net income	$	98.1		$	16.9		$	150.9		$	(167.8	)	$	98.1

84

RYERSON INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2004

(In millions)

	Parent			Guarantor			Non-guarantor			Eliminations			Consolidated
Net sales	$	—		$	2,704.0		$	3,331.2		$	(2,733.2	)	$	3,302.0
Cost of materials sold		—			2,674.8			2,869.2			(2,733.2	)		2,810.8
Gross profit		—			29.2			462.0			—			491.2
Warehousing, delivery, selling, general and administrative expenses		0.7			2.8			390.0			—			393.5
Restructuring and plant closure costs		—			—			3.6			—			3.6
Gain on the sale of assets		—			—			(5.6	)		—			(5.6	)
Operating profit (loss)		(0.7	)		26.4			74.0			—			99.7
Other income and expense, net		0.1			—			0.2			—			0.3
Interest and other expense on debt		(14.4	)		—			(9.6	)		—			(24.0	)
Intercompany transactions:
Interest expense on intercompany loans		(23.5	)		(6.1	)		(25.5	)		55.1			—
Interest income on intercompany loans		2.3			4.4			48.4			(55.1	)		—
Income (loss) before income taxes		(36.2	)		24.7			87.5			—			76.0
Provision (benefit) for income taxes		(15.4	)		9.9			32.5						27.0
Equity in (earnings) loss of subsidiaries		(69.8	)		—			(14.8	)		84.6			—
Income (loss) from continuing operations		49.0			14.8			69.8			(84.6	)		49.0
Discontinued operations—Inland Steel Company		7.0			—			—			—			7.0
Net income	$	56.0		$	14.8		$	69.8		$	(84.6	)	$	56.0

85

RYERSON INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31, 2006

(In millions)

	Parent			Guarantor			Non-guarantor			Eliminations			Consolidated
OPERATING ACTIVITIES:
Net income	$	71.8		$	23.0		$	140.5		$	(163.5	)	$	71.8
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		—			—			40.0			—			40.0
Stock-based compensation		1.4			—			6.4			—			7.8
Equity in earnings of subsidiaries		(140.5	)		—			(23.0	)		163.5			—
Deferred income taxes		(19.0	)		—			(18.8	)		—			(37.8	)
Deferred employee benefit cost/funding		2.1			—			(7.1	)		—			(5.0	)
Restructuring and plant closure costs		—			—			1.0			—			1.0
Excess tax benefit from stock—based compensation		(5.8	)		—			—			—			(5.8	)
Gain on sale of assets		—			—			(21.6	)		—			(21.6	)
Change in:
Receivables		—			—			(34.6	)		—			(34.6	)
Inventories		—			—			(287.7	)		—			(287.7	)
Other assets and income tax receivable		5.4			—			(0.8	)		—			4.6
Intercompany receivable/payable		(55.9	)		57.0			(1.1	)		—			—
Accounts payable		(3.2	)		15.2			(23.7	)		—			(11.7	)
Accrued liabilities		13.5			1.5			3.0			—			18.0
Other items		6.8			—			(6.8	)		—			—
Net adjustments		(195.2	)		73.7			(374.8	)		163.5			(332.8	)
Net cash provided by (used in) operating activities		(123.4	)		96.7			(234.3	)		—			(261.0	)
INVESTING ACTIVITIES:
Acquisitions		—			—			(17.6	)		—			(17.6	)
Capital expenditures		—			—			(35.7	)		—			(35.7	)
Investment in joint venture		—			—			(28.9	)		—			(28.9	)
Loan to related companies		—			(68.4	)		(195.7	)		264.1			—
Loan repayment from related companies		—			—			4.2			(4.2	)		—
Proceeds from sales of assets		—			—			65.5			—			65.5
Net cash provided by (used in) investing activities		—			(68.4	)		(208.2	)		259.9			(16.7	)
FINANCING ACTIVITIES:
Long term debt retired		(100.0	)		—			—			—			(100.0	)
Repayment of debt assumed in acquisition		—			—			(15.6	)		—			(15.6	)
Proceeds from credit facility borrowings		—			—			1,320.0			—			1,320.0
Repayment of credit facility borrowings		—			—			(1,185.0	)		—			(1,185.0	)
Net short-term proceeds/(repayments) under credit facility		(20.0	)		—			314.3			—			294.3
Proceeds from intercompany borrowing		264.1			—			—			(264.1	)		—
Repayment of intercompany borrowing		—			(4.2	)		—			4.2			—
Net change in book overdrafts		—			(24.1	)		6.3			—			(17.8	)
Credit facility issuance costs		(1.0	)		—			—			—			(1.0	)
Acquisition of treasury stock		(0.6	)		—			—			—			(0.6	)
Dividends paid		(5.4	)		—			—			—			(5.4	)
Proceeds from exercise of common stock options		10.7			—			—			—			10.7
Excess tax benefit from stock—based compensation		5.8			—			—			—			5.8
Net cash provided by (used in) financing activities		153.6			(28.3	)		440.0			(259.9	)		305.4
Net change in cash and cash equivalents		30.2			—			(2.5	)		—			27.7
Beginning cash and cash equivalents		1.5			—			25.9			—			27.4
Ending cash and cash equivalents	$	31.7		$	—		$	23.4		$	—		$	55.1

86

RYERSON INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31, 2005

(In millions)

	Parent			Guarantor			Non-guarantor			Eliminations			Consolidated
OPERATING ACTIVITIES:
Net income	$	98.1		$	16.9		$	150.9		$	(167.8	)	$	98.1
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		—			—			39.2			—			39.2
Stock-based compensation		0.4			—			4.9			—			5.3
Equity in earnings of subsidiaries		(150.9	)		—			(16.9	)		167.8			—
Deferred income taxes		31.4			—			(6.2	)		—			25.2
Deferred employee benefit cost/funding		(0.2	)		—			9.9			—			9.7
Restructuring and plant closure costs		—			—			1.4			—			1.4
Pension curtailment gain		—			—			(21.0	)		—			(21.0	)
Gain on sale of assets		—			—			(6.6	)		—			(6.6	)
Change in:
Receivables		—			—			98.4			—			98.4
Inventories		—			—			177.0			—			177.0
Other assets and income tax receivable		2.6			—			(11.2	)		—			(8.6	)
Intercompany receivable/payable		(70.1	)		(62.4	)		132.5			—			—
Accounts payable		(0.5	)		(15.8	)		(27.7	)		—			(44.0	)
Accrued liabilities		(38.2	)		1.4			(17.9	)		—			(54.7	)
Other items		2.0			—			0.1						2.1
Net adjustments		(223.5	)		(76.8	)		355.9			167.8			223.4
Net cash provided by (used in) operating activities		(125.4	)		(59.9	)		506.8			—			321.5
INVESTING ACTIVITIES:
Acquisitions		(411.2	)		—			1.1			—			(410.1	)
Capital expenditures		—			—			(32.6	)		—			(32.6	)
Investment in joint venture		—			—			(0.7	)		—			(0.7	)
Loan to related companies		—			—			(568.9	)		568.9			—
Loan repayment from related companies		—			39.3			4.9			(44.2	)		—
Proceeds from sales of assets		—			—			25.3			—			25.3
Net cash provided by (used in) investing activities		(411.2	)		39.3			(570.9	)		524.7			(418.1	)
FINANCING ACTIVITIES:
Repayment of debt assumed in acquisition		—			—			(234.0	)		—			(234.0	)
Proceeds from credit facility borrowings		290.0			—			1,245.7			—			1,535.7
Repayment of credit facility borrowings		(290.0	)		—			(1,147.3	)		—			(1,437.3	)
Net short-term proceeds/(repayments) under credit facility		20.0			—			232.1			—			252.1
Proceeds from intercompany borrowing		568.9			—			—			(568.9	)		—
Repayment of intercompany borrowing		(39.3	)		(4.9	)		—			44.2			—
Net increase/(decrease) in book overdrafts		—			25.5			(24.3	)		—			1.2
Credit facility issuance costs		(10.1	)		—			—			—			(10.1	)
Bond issuance costs		(0.6	)		—			—			—			(0.6	)
Dividends paid		(5.2	)		—			—			—			(5.2	)
Proceeds from exercise of common stock options		3.8			—			—			—			3.8
Net cash provided by (used in) financing activities		537.5			20.6			72.2			(524.7	)		105.6
Net increase in cash and cash equivalents		0.9			—			8.1			—			9.0
Beginning cash and cash equivalents		0.6			—			17.8			—			18.4
Ending cash and cash equivalents	$	1.5		$	—		$	25.9		$	—		$	27.4

87

RYERSON INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31, 2004

(In millions)

	Parent			Guarantor			Non-guarantor			Eliminations			Consolidated
OPERATING ACTIVITIES:
Net income	$	56.0		$	14.8		$	69.8		$	(84.6	)	$	56.0
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		—			—			21.1			—			21.1
Stock—based compensation		0.3			—			0.8			—			1.1
Equity in earnings of subsidiaries		(69.8	)		—			(14.8	)		84.6			—
Deferred income taxes		(24.4	)		—			(5.5	)		—			(29.9	)
Deferred employee benefit cost/funding		—			—			(15.5	)		—			(15.5	)
Restructuring and plant closure costs		—			—			3.4			—			3.4
Gain on the sale of ISC, net of tax		(3.5	)		—			—			—			(3.5	)
Gain on sale of assets		—			—			(5.6	)		—			(5.6	)
Change in:
Receivables		0.7			—			(183.4	)		—			(182.7	)
Inventories		—			—			(131.6	)		—			(131.6	)
Income tax receivable and other assets		4.9			—			(0.4	)		—			4.5
Intercompany receivable/payable		3.6			(93.2	)		89.6			—			—
Accounts payable		(0.2	)		39.0			20.4			—			59.2
Accrued liabilities		37.2			1.3			13.5			—			52.0
Other items		1.1			—			0.4			—			1.5
Net adjustments		(50.1	)		(52.9	)		(207.6	)		84.6			(226.0	)
Net cash provided by (used in) operating activities		5.9			(38.1	)		(137.8	)		—			(170.0	)
INVESTING ACTIVITIES:
Acquisitions, net of cash acquired		—			—			(41.4	)		—			(41.4	)
Capital expenditures		—			—			(32.6	)		—			(32.6	)
Investment in joint venture		—			—			(3.5	)		—			(3.5	)
Investments in non-guarantor subsidiaries		(25.7	)		—			—			25.7			—
Loan to joint venture		(0.5	)		—			(2.7	)		—			(3.2	)
Loan repayment from joint venture		—			—			2.0			—			2.0
Loan to related companies		(36.2	)		—			—			36.2			—
Loan repayment from related companies		—			3.8			251.4			(255.2	)		—
Proceeds from sales of assets		—			—			21.6			—			21.6
Net cash provided by (used in) investing activities		(62.4	)		3.8			194.8			(193.3	)		(57.1	)
FINANCING ACTIVITIES:
Long-term debt issued		325.0			—			—			—			325.0
Redemption of debt assumed in acquisition		—			—			(13.5	)		—			(13.5	)
Proceeds from credit facility borrowings		—			—			506.0			—			506.0
Repayment of credit facility borrowings		—			—			(551.0	)		—			(551.0	)
Net short-term repayments under credit facility		—			—			(20.0	)		—			(20.0	)
Proceeds from intercompany borrowing		—			36.2			—			(36.2	)		—
Repayment of intercompany borrowing		(255.2	)		—			—			255.2			—
Net increase/(decrease) in book overdrafts		—			(1.9	)		0.9			—			(1.0	)
Capital contribution from parent		—			—			25.7			(25.7	)		—
Credit facility issuance costs		(1.2	)		—			—			—			(1.2	)
Bond issuance costs		(8.9	)		—			—			—			(8.9	)
Dividends paid		(5.2	)		—			—			—			(5.2	)
Stock option exercise		1.6			—			—			—			1.6
Net cash provided by (used in) financing activities		56.1			34.3			(51.9	)		193.3			231.8
Net increase (decrease) in cash and cash equivalents		(0.4	)		—			5.1			—			4.7
Beginning cash and cash equivalents		1.0			—			12.7			—			13.7
Ending cash and cash equivalents	$	0.6		$	—		$	17.8		$	—		$	18.4

88

RYERSON INC.

CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2006

(In millions)

	Parent		Guarantor		Non-guarantor		Eliminations			Consolidated
ASSETS
Current Assets:
Cash and cash equivalents	$	31.7	$	—	$	23.4	$	—		$	55.1
Restricted cash		—		—		0.1		—			0.1
Receivables less provision for allowances, claims and doubtful accounts		—		—		643.3		—			643.3
Inventories		—		—		1,128.6		—			1,128.6
Deferred income taxes		—		—		36.5		(2.7	)		33.8
Prepaid expenses and other assets		10.1		—		12.7		(10.1	)		12.7
Intercompany receivable		99.0		228.7		—		(327.7	)		—
Total Current Assets		140.8		228.7		1,844.6		(340.5	)		1,873.6
Investments and advances		1,769.5		—		156.1		(1,868.6	)		57.0
Intercompany notes receivable		—		2.0		1,001.0		(1,003.0	)		—
Property, plant and equipment, at cost, less accumulated depreciation		—		—		401.1		—			401.1
Deferred income taxes		76.2		—		43.6		—			119.8
Other intangibles		—		—		7.2		—			7.2
Goodwill		—		—		59.7		—			59.7
Deferred charges and other assets		14.9		—		4.0		—			18.9
Total Assets	$	2,001.4	$	230.7	$	3,517.3	$	(3,212.1	)	$	2,537.3
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	1.4	$	125.6	$	128.5	$	—		$	255.5
Intercompany payable		—		—		327.7		(327.7	)		—
Salaries, wages and commissions		—		—		51.7		—			51.7
Other current liabilities		14.0		6.0		57.3		(12.8	)		64.5
Short-term credit facility borrowings		—		—		81.8		—			81.8
Total Current Liabilities		15.4		131.6		647.0		(340.5	)		453.5
Long-term debt		325.0		—		799.7		—			1,124.7
Long-term debt—intercompany		1,003.0		—		—		(1,003.0	)		—
Taxes and other credits		7.1		—		6.2		—			13.3
Deferred employee benefits		2.2		—		294.9		—			297.1
Total Liabilities		1,352.7		131.6		1,747.8		(1,343.5	)		1,888.6
Commitments and contingent liabilities
Stockholders’ Equity:
Preferred stock		0.1		—		—		—			0.1
Common stock		50.6		—		11.8		(11.8	)		50.6
Other stockholders’ equity		598.0		99.1		1,757.7		(1,856.8	)		598.0
Total Stockholders’ Equity		648.7		99.1		1,769.5		(1,868.6	)		648.7
Total Liabilities and Stockholders’ Equity	$	2,001.4	$	230.7	$	3,517.3	$	(3,212.1	)	$	2,537.3

89

RYERSON INC.

CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2005

(In millions)

	Parent		Guarantor		Non-guarantor		Eliminations			Consolidated
ASSETS
Current Assets:
Cash and cash equivalents	$	1.5	$	—	$	25.9	$	—		$	27.4
Restricted cash		—		—		0.6		—			0.6
Receivables less provision for allowances, claims and doubtful accounts		—		—		610.3		—			610.3
Inventories		—		—		834.3		—			834.3
Prepaid expenses and other assets		16.5		—		20.0		(15.7	)		20.8
Intercompany receivable		43.1		285.6		—		(328.7	)		—
Total Current Assets		61.1		285.6		1,491.1		(344.4	)		1,493.4
Investments and advances		1,611.4		—		98.4		(1,687.5	)		22.3
Intercompany notes receivable		—		—		809.4		(809.4	)		—
Property, plant and equipment, at cost, less accumulated depreciation		—		—		398.4		—			398.4
Deferred income taxes		57.2		—		72.0		—			129.2
Intangible pension asset		—		—		7.9		—			7.9
Other intangibles		—		—		10.8		—			10.8
Goodwill		—		—		64.8		—			64.8
Deferred charges and other assets		19.3		—		4.9		—			24.2
Total Assets	$	1,749.0	$	285.6	$	2,957.7	$	(2,841.3	)	$	2,151.0
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	3.2	$	134.4	$	139.1	$	—		$	276.7
Intercompany payable		—		—		328.7		(328.7	)		—
Salaries, wages and commissions		—		—		49.4		—			49.4
Other current liabilities		9.1		4.5		38.8		(15.7	)		36.7
Short-term credit facility borrowings		20.0		—		232.1		—			252.1
Current portion of long-term debt		100.1		—		—		—			100.1
Total Current Liabilities		132.4		138.9		788.1		(344.4	)		715.0
Long-term debt		325.0		—		200.0		—			525.0
Long-term debt—intercompany		738.8		70.6		—		(809.4	)		—
Taxes and other credits		4.9		—		4.6		—			9.5
Deferred employee benefits		0.1		—		353.6		—			353.7
Total Liabilities		1,201.2		209.5		1,346.3		(1,153.8	)		1,603.2
Commitments and contingent liabilities
Stockholders’ Equity:
Preferred stock		0.1		—		—		—			0.1
Common stock		50.6		—		11.8		(11.8	)		50.6
Other stockholders’ equity		497.1		76.1		1,599.6		(1,675.7	)		497.1
Total Stockholders’ Equity		547.8		76.1		1,611.4		(1,687.5	)		547.8
Total Liabilities and Stockholders’ Equity	$	1,749.0	$	285.6	$	2,957.7	$	(2,841.3	)	$	2,151.0

90

Note 20:    Gain on Sale of Assets

On March 13, 2006, we sold certain assets related to our U.S. oil and gas, tubular alloy and bar alloy business to Energy Alloys, LLC, a Texas limited liability company. We received approximately $50.2 million of cash proceeds and a $4 million, 3-year note in payment of the purchase price. In the first quarter of 2006, we recorded a gain on the sale of $21.0 million pretax, $12.7 million after-tax, or $0.44 per diluted share. In the second quarter of 2006, we received additional cash proceeds of $4.1 million, primarily relating to proceeds from the 3-year note and adjustments to the purchase price. We recorded an additional gain on the sale of $0.6 million pretax, $0.4 million after-tax, or $0.01 per diluted share in the second quarter of 2006 resulting from the note proceeds and purchase price adjustments.

Note 21:    Other Matters

Equity Investments

Coryer.    In 2003, the Company and G. Collado S.A. de C.V. formed Coryer, S.A. de C.V. (“Coryer”), a joint venture that will enable the Company to expand service capability in Mexico. The Company has a 49 percent equity interest in the joint venture. Ryerson has guaranteed the borrowings of Coryer under Coryer’s credit facility. At December 31, 2006, the amount of the guaranty was $3.8 million.

Tata Ryerson Limited.    The Company owns a 50 percent interest in Tata Ryerson Limited, a joint venture with the Tata Iron & Steel Corporation, an integrated steel manufacturer in India. Tata Ryerson Limited, which was formed in 1997, is a metals service center and processor with processing facilities at Jamshedpur, Pune, Bara, Howrah, Faridabad, Raipur and Rudapur, India. In the third quarter of 2005, the Company contributed $0.7 million, which is accounted for as cash outflow from investing activities, to increase its equity investment to match contributions from the Company’s joint venture partner and maintain a 50 percent ownership percentage. In the fourth quarter of 2004, the Company contributed $1.5 million to increase its equity investment in Tata Ryerson Limited. The impact of Tata Ryerson’s operations on the Company’s results of operations has not been material in any year held since inception.

VSC-Ryerson China Limited.    In the fourth quarter of 2006, the Company contributed $28.3 million to form VSC-Ryerson China Limited, a joint venture with Van Shung Chong Holdings Limited, a Hong Kong Stock Exchange listed company. VSC-Ryerson is based in Hong Kong and it develops processing and service center operations in Guangzhou, Dongguan, Kunshan and Tianjin and sales offices in Beijing, Shanghai, Wuxi and Shenzen. The Company owns a 40 percent equity interest in VSC-Ryerson China Limited. The Company financed the investment with borrowings under its credit facility. The Company has an option to become the majority owner of VSC-Ryerson China Limited in 2009.

Note 22:    Subsequent Events

Shareholder Proposal

On January 2, 2007, Harbinger Capital Partners announced it is seeking to elect seven nominees, which would be a majority, to Ryerson’s Board of Directors at the Company’s 2007 Annual Meeting. Ryerson’s Board of Directors and its advisors conducted a thorough evaluation of Harbinger’s analysis and proposal compared to Ryerson’s short-term and long-term plans. Based on this evaluation, Ryerson’s Board disagrees with Harbinger’s analysis and will oppose its efforts to obtain control of Ryerson’s Board and consequently, the Company. The Board believes that implementing the company’s current strategic plan will significantly enhance value for all shareholders. In addition, the Board has retained UBS Investment Bank as its financial advisor to assist in comparing the Company’s current plan with other strategic alternatives which may create additional value.

Amended Credit Facility and Securitization Facility

On January 26, 2007, Ryerson Inc. entered into an amendment and restatement to its existing $1.1 billion revolving credit facility that would have expired on January 4, 2011. This transaction resulted in a new 5-year, $750 million revolving credit facility (the “Amended Credit Facility”). During January 2007, we recorded a charge of $2.7 million for unamortized debt issuance costs related to the Amended Credit Facility.

91

Amounts outstanding under the Amended Credit Facility bear interest at a rate determined by reference to the base rate (the greater of the Federal Funds Rate plus 0.50% and JPMorgan Chase Bank’s prime rate) or a LIBOR rate or, for the Company’s Canadian subsidiary that is a borrower, a rate determined by reference to the Canadian base rate (the greater of the Federal Funds Rate plus 0.50% and JP Morgan Chase Bank’s Toronto Branch’s reference rate for Canadian Dollar loans in Canada) and the prime rate (the greater of the Canadian Dollar bankers’ acceptance rate plus 0.50% and JP Morgan Chase Bank’s Toronto Branch’s reference rate for Canadian Dollar loans in Canada). The spread over the base rate is between 0.25% and 0.75% and the spread over the LIBOR and for the bankers’ acceptances is between 1.00% and 1.75%, depending on the amount available to be borrowed. Overdue amounts and all amounts owed during the existence of a default bear interest at 2% above the rate otherwise applicable thereto.

Borrowings under the Amended Credit Facility are secured by first-priority liens on all of the inventory, accounts receivables (excluding U.S. receivables), lockbox accounts and related assets of the Company, other subsidiary borrowers and certain other U.S. subsidiaries of the Borrower that act as guarantors.

The Amended Credit Agreement also contains covenants that, among other things, restrict the Company and its subsidiaries with respect to the incurrence of debt, the creation of liens, transactions with affiliates, mergers and consolidations, sales of assets and acquisitions. The Amended Credit Facility also requires that, if availability under the Amended Credit Facility declines to a certain level, the Company maintain a minimum fixed charge coverage ratio as of the end of each fiscal quarter and includes defaults upon (among other things) the occurrence of a change of control of the Company and a cross-default to other financing arrangements.

The lenders under the Credit Facility have the ability to reject a borrowing request if there has occurred any event, circumstance or development that has had or could reasonably be expected to have a material adverse effect on the Company. If the Company, any of the other borrowers or any significant subsidiaries of the other borrowers becomes insolvent or commences bankruptcy proceedings, all amounts borrowed under the Amended Credit Facility will become immediately due and payable.

On January 26, 2007, Ryerson Funding LLC (the “SPV”), a wholly owned special purpose subsidiary of Joseph T. Ryerson & Son, Inc. (the “Originator’) entered into a 5-year, $450 million revolving securitization facility (the “Securitization Facility”). In connection with the Securitization Facility, the Originator will sell and/or contribute accounts receivables to the SPV. The SPV will thereafter make borrowings from the lenders secured by the receivables. The Originator will continue to service accounts receivable on behalf of the SPV for a monthly fee.

Borrowings under the Securitization Facility are secured by first-priority liens on all of the accounts receivables sold or contributed to SPV by the Originator and related assets of the SPV.

The Securitization Facility contains covenants that, among other things, restrict the SPV with respect to the incurrence of debt, the creation of liens, transactions with affiliates, mergers and consolidations, sales of assets and acquisitions. The Securitization Facility includes defaults upon (among other things) the occurrence of a change of control of the SPV and a cross-default to other financing arrangements.

If the SPV or Originator becomes insolvent or commences bankruptcy proceedings, all amounts borrowed under the Securitization Facility will become immediately due and payable.

92

SUPPLEMENTARY FINANCIAL DATA (UNAUDITED)

RYERSON INC. AND SUBSIDIARY COMPANIES

SUMMARY BY QUARTER

(In millions, except per share data)

	Net Sales		Gross Profit		Income (Loss) Before Income Taxes			Net Income			Earnings per Common Share
											Basic			Diluted
2006
First Quarter(1)	$	1,447.8	$	222.6	$	52.3		$	32.4		$	1.26		$	1.12
Second Quarter(2)		1,508.6		232.9		37.5			22.2			0.85			0.76
Third Quarter(3)		1,537.7		219.4		33.7			21.6			0.82			0.77
Fourth Quarter(4)		1,414.8		183.1		(9.3	)		(4.4	)		(0.17	)		(0.17	)
Year	$	5,908.9	$	858.0	$	114.2		$	71.8		$	2.75	(6)	$	2.50	(6)
2005
First Quarter	$	1,540.0	$	246.0	$	57.2		$	35.4		$	1.41		$	1.37
Second Quarter		1,520.2		231.3		44.9			25.7			1.02			0.99
Third Quarter		1,416.5		213.2		47.4	(5)		30.7	(5)		1.22	(5)		1.18	(5)
Fourth Quarter		1,303.8		196.5		11.1			6.3			0.25			0.24
Year	$	5,780.5	$	887.0	$	160.6		$	98.1		$	3.88	(6)	$	3.78

(1) Included in the first quarter 2006 results is a pretax gain on sale of assets of $21 million, $12.7 million after-tax, or $0.44 per share, from the sale of the Company’s three service centers serving the oil and gas industries.

(2) Included in the second quarter 2006 results is a pretax gain on sale of assets of $0.6 million, $0.4 million after-tax, or $0.01 per share, from the post-closing settlement on the March 2006 sale of the Company’s three service centers serving the oil and gas industries. Also included in the second quarter 2006 results is a pretax charge of $0.4 million, $0.2 million after-tax or $0.01 per share, associated with workforce reductions.

(3) Included in the third quarter 2006 results is a pretax charge of $0.7 million, $0.4 million after-tax or $0.02 per share, associated with workforce reductions and future lease payments at a closed facility.

(4) Included in the fourth quarter 2006 results is a pretax charge of $3.1 million, $1.9 million after-tax or $0.07 per share, associated with workforce reductions and future lease payments at a closed facility.

(5) In the third quarter of 2005, the Company recorded a $21.0 million pre-tax, $12.8 million after-tax or $0.49 per share, pension curtailment gain.

(6) Amounts for the quarters do not total to the amount reported for the year due to differences in the average number of shares outstanding.

93

RYERSON INC. AND SUBSIDIARY COMPANIES

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

For the Years Ended December 31, 2006, 2005 and 2004

(In millions)

	Provisions for Allowances
Year Ended December 31,	Balance at Beginning of Year		Amount acquired through acquisition		Additions Charged to Income			Deductions from Reserves			Balance at End of Year
2006 Allowance for doubtful accounts	$	21.0	$	0.3	$	(1.1	)	$	(4.8	)(A)	$	15.4
Valuation allowance—deferred tax assets		1.0		—		—			—			1.0
2005 Allowance for doubtful accounts	$	14.0	$	6.1	$	7.3		$	(6.4	)(A)	$	21.0
Valuation allowance—deferred tax assets		1.0		—		1.6			(1.6	)		1.0
2004 Allowance for doubtful accounts	$	11.7		—	$	7.4		$	(5.1	)(A)	$	14.0
Valuation allowance—deferred tax assets		5.1		—		(1.9	)		(2.2	)		1.0

NOTES:

(A) Bad debts written off during the year

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Management Report on Disclosure Controls and Procedures

The term “disclosure controls and procedures” defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) refers to the controls and other procedures of the Company that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within required time periods. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Our management, with the supervision and participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2006. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2006 the Company’s disclosure controls and procedures were effective.

M anagement Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934), and for performing an assessment of the effectiveness of internal control over financial reporting as of December 31, 2006.

Internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers, and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of the Company, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles (“GAAP”), and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of inherent limitations, internal control over financial reporting may not prevent or detect all error and fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2006, based upon criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on management’s assessment, management has concluded that the Company maintained effective internal control over financial reporting as of December 31, 2006 based on the criteria established in Internal Control—Integrated Framework issued by the COSO.

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Our management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2006 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report included herein.

Remediation of Material Weakness

As of December 31, 2005, the Company identified the following errors in the Company’s previously issued consolidated financial statements: (i) classification of metal processing costs, (ii) the effect of including nickel surcharges in inventory value and other out-of period adjustments, and (iii) other immaterial miscellaneous adjustments. As a result of these errors, the Company has restated its 2004 and 2003 annual consolidated financial statements, the interim consolidated financial statements for each of the 2004 quarters and for each of the first three 2005 quarters.

For additional information relating to the control deficiencies that resulted in the material weakness described above, please see the discussion under “Item 9A. Controls and Procedures—Management Report on Internal Control Over Financial Reporting” contained in our report on Form 10-K for the fiscal year ended December 31, 2005 and “Item 4. Controls and Procedures” contained in our reports on Form 10-Q for each of the first three 2006 fiscal quarters.

During the fourth quarter of 2005 and throughout 2006, we implemented a number of remediation measures to address the material weakness described above.

During the fourth quarter of 2005, we:

1. augmented our accounting resources by adding an experienced accounting executive with significant SEC reporting experience and GAAP knowledge to help balance the workload;

2. completed the transition and centralization of the accounting function related to the Integris Metals acquisition which enabled better communication and information flow; and

3. continued the upgrade of our information systems capability and consolidation of our multiple information technology operating platforms onto one integrated platform.

During 2006, we:

1. moved toward a more centralized system and database, reducing the workload and the strain on our accounting resources;

2. conducted training of personnel at operating locations to ensure accuracy of inventory records;

3. augmented GAAP training for our corporate accounting staff; and

4. put controls in place to ensure that we do not divert our accounting resources to support acquisition or other activities not directly related to accounting until all critical accounting matters have been handled.

Management believes that these remediation efforts have improved our internal control over financial reporting, as well as our disclosure controls and procedures, and that the material weakness has been remediated at December 31, 2006.

Changes in Control over Financial Reporting

Our management, with the supervision and participation of the Chief Executive Officer and the Chief Financial Officer, has evaluated any changes in the Company’s internal control over financial reporting that occurred during the last fiscal quarter and they have concluded that, except as otherwise discussed above, there

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have been no changes in the Company’s internal control over financial reporting during the fourth fiscal quarter of 2006 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

On March 10, the Board of Directors of the Company approved amendments to certain of the Company’s compensation plans, contracts and arrangements in respect of which the Company’s principal executive officer, principal financial officer and its three other most highly compensated executive officers as of December 31, 2006 (the “named executive officers”) participate or are a party and approved amendments to outstanding performance stock unit awards held by its executive officers, including the named executive officers. The material features of those amendments are as follows.

Standardized and Clarified Change in Control Definition

The definition of “change in control” in certain of the Company’s plans and agreements containing such a definition (the Ryerson 2002 Incentive Stock Plan, the Ryerson 1999 Incentive Stock Plan, the Ryerson 1996 Incentive Stock Plan, the Ryerson 1995 Incentive Stock Plan, the Nonqualified Savings Plan, the Ryerson Supplemental Retirement Plan for Covered Employees, the Ryerson General Severance Plan, the Annual Incentive Plan, individual director and executive officer indemnification agreements and individual change in control severance agreements (collectively referred to below as the “Amended Programs”) was clarified to specify that any director elected in connection with an actual or threatened proxy or other election contest is not a director approved by the incumbent Board of Directors for purposes of determining whether a change in control has occurred, and the definition in the Annual Incentive Plan was amended to conform to the otherwise generally standardized definition in the other Amended Programs.

Change in Control Agreements, Employment/Severance Agreement

The Company has entered into change in control agreements with its named executive officers and certain other officers of the Company. The Company’s change-in-control agreements, including those held by the named executive officers, are “double-trigger” agreements that generally provide for benefits only if there occurs both (1) a change in control of the Company and (2) termination of the executive’s employment under circumstances that entitle the executive to benefits.

The Board authorized amendments to the change in control agreements to clarify (a) the definition of change in control as described above, (b) that no duplication of benefits or payments available under other Company plans or arrangements is intended, (c) that additional years of age and service equal to the applicable severance multiple (ranging from one year to, in the case of the named executive officers, two or three years) will be credited to determine eligibility for retiree health and life insurance benefits (and not just for supplemental pension plan purposes), and (d) that for those agreements already providing a Company gross-up payment in respect of any federal excise tax imposed by Section 4999 of the Internal Revenue Code (the so-called “golden parachute” tax), the gross-up applies to payments or benefits provided under any other agreement, plan, program or arrangement of the Company regardless whether benefits are payable under the change in control agreements. The change in control agreements were also amended (a) to provide that executives are entitled to severance payments under the agreements for qualifying terminations, before a potential change in control or a change in control, at the request of a person with whom a potential transaction, if consummated, would constitute a change in control of the Company, provided that a potential change in control or a change in control occurs within 12 months of the date of termination of employment, and (b) in the case of the Company’s Chief Executive Officer only, to provide that “good reason,” as defined in his agreement, includes ceasing to be a chief executive officer of a publicly held company. The change in control agreements also were amended in certain other respects to comply with supervening applicable law, namely Internal Revenue Service Code Section 409A and accompanying regulations. Mr. Novich is the only named executive officer who benefits from the additional age

97

and service credit provided for retiree health and life insurance benefit purposes (because the other named executive officers are already eligible for those benefits); the additional age and service credit would make Mr. Novich eligible for those benefits. The Board authorized an amendment to Mr. Novich’s employment/severance agreement to provide the identical additional age and service credit for determination of eligibility for retiree health and life insurance benefits. Except for these potential additional retiree health and life insurance benefits for Mr. Novich, the amendments made to the change in control agreements do not provide additional pay or benefits to the named executive officers or other officers.

Outstanding Performance Stock Unit Awards

The Board also amended the calculation methodology for determining the payment to be made under outstanding performance stock unit awards in the event of a change in control. Prior to the amendment, all outstanding performance stock unit awards were to be paid at target levels in cash or shares of Company common stock (at the participant’s election), based on the “change in control price” (as defined in the 2002 Stock Incentive Plan), but prorated to reflect the number of months completed in the four-year performance period at the date of the change in control, provided that, if the Company’s market capitalization were less than $250 million at the date of the change in control, payment would be made only in respect of 30% of the units.

As amended, the units would be paid out at the greater of the applicable target or actual performance attainment level as of the change in control, and the service proration would be based on the number of months completed in the performance period rounded up, if not a multiple of 12, to the next highest multiple of 12. Accordingly, the amendment would increase the amount of the payment in respect of performance stock unit awards upon a change in control, but not beyond the maximum potential payments initially established for such awards. The amount of additional benefits payable to the named executive officers, if any, is not determinable at this time, as key variables in the calculation formula—such as the timing of a change in control, the price of the Company’s common stock at such time and the level of attainment of performance measures at such time—affect the amount payable and are not now determinable. An additional amendment to the awards provided that, in the event of a change in control, performance stock unit awards held by retirees or decedents’ estates would be settled at the same time and same price as awards held by current employees.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The information called for by this Item 10 with respect to directors of Ryerson is set forth under the caption “Election of Directors” in Ryerson’s definitive Proxy Statement which will be furnished to stockholders in connection with the Company’s 2007 Annual Meeting of Stockholders and is hereby incorporated by reference herein. The information called for with respect to executive officers of Ryerson is included in Part I of this Annual Report on Form 10-K under the caption “Executive Officers of Registrant.”

The information called for by this Item 10 with respect to compliance with Section 16(a) of the Exchange Act is set forth under the caption “Security Ownership of Directors and Management—Section 16(a) Beneficial Ownership Reporting Compliance” in Ryerson’s definitive Proxy Statement which will be furnished to stockholders in connection with the Company’s 2007 Annual Meeting of Stockholders and is hereby incorporated by reference.

The information called for by this Item 10 with respect to the Company’s Code of Ethics is set forth under the caption “Corporate Governance—Code of Ethics and Business Conduct” in Ryerson’s definitive Proxy Statement which will be furnished to stockholders in connection with the Company’s 2007 Annual Meeting of Stockholders and is hereby incorporated by reference.

The information called for by this Item 10 with respect to material changes to the procedures by which security holders may recommend nominees to Ryerson’s board of directors is set forth under the captions

98

“Corporate Governance—Director Selection” and “Stockholder Proposals and Nominations” in the Company’s definitive Proxy Statement which will be furnished to stockholders in connection with the Company’s 2007 Annual Meeting of Stockholders and is hereby incorporated by reference.

The information called for by this Item 10 with respect to the separately-designated standing audit committee, identification of that committee’s members and the “audit committee financial expert” is set forth under the caption “Committees of the Board of Directors—Audit Committee” in the Company’s definitive Proxy Statement which will be furnished to stockholders in connection with the Company’s 2007 Annual Meeting of Stockholders and is hereby incorporated by reference.

ITEM 11. EXECUTIVE COMPENSATION.

The information called for by this Item 11 is set forth under the captions “Compensation of Directors”, “Compensation Discussion and Analysis”, “Executive Compensation”, “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report” in Ryerson’s definitive Proxy Statement which will be furnished to stockholders in connection with the Company’s 2007 Annual Meeting of Stockholders and is hereby incorporated by reference herein.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The information called for by this Item 12 with respect to the Company’s common stock that may be issued upon the exercise of options under all of the Company’s equity compensation plans is set forth below:

Equity Compensation Plan Information

The following table gives information about the Company’s common stock that may be issued upon the exercise of options under all of the Company’s equity compensation plans as of December 31, 2006.

Plan Category	(a) Number of Shares to be Issued upon Exercise of Outstanding Options, Warrants and Rights	(b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		(c) Number of Shares Remaining Available for Future Issuance under Equity Compensation Plans, Excluding Shares Reflected in Column (a)
Equity compensation plans approved by security holders	1,597,324	$	13.86	659,549
Equity compensation plans not approved by security holders(1)	74,060	$	11.79	61,892
Total	1,671,384	$	13.77	721,441	(2)

(1) The former Ryerson Directors’ 1999 Stock Option Plan was not approved by stockholders. Under that plan, now part of the Ryerson Directors’ Compensation Plan (which was approved by stockholders), at the close of each annual meeting prior to 2005, each non-employee director received a stock option with a value of $20,000 (based on the Black-Scholes option pricing model).

(2) All of these shares may be issued as restricted shares as follows: under the Ryerson 2002 Incentive Stock Plan, 659,549 shares may be issued as restricted shares, and in the Directors’ Compensation Plan, which includes the Ryerson Directors’ 1999 Stock Option Plan, 61,892 shares may be issued as restricted shares.

The information called for by this Item 12 with respect to security ownership of more than five percent of Ryerson’s common stock and the security ownership of management is set forth under the captions “Additional Information Relating to Voting Securities” and “Security Ownership of Directors and Management” in Ryerson’s definitive Proxy Statement which will be furnished to stockholders in connection with the Company’s 2007 Annual Meeting of Stockholders and is hereby incorporated by reference herein.

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

The information called for by this Item 13 with respect to transactions with related persons and Ryerson’s policies and procedures for review, approval or ratification of such transactions is set forth under the caption “Related Party Transactions” in Ryerson’s definitive Proxy Statement which will be furnished to stockholders in connection with the Company’s 2007 Annual Meeting of Stockholders and is hereby incorporated by reference herein.

The information called for by this Item 13 with respect to director independence is set forth under the captions “Corporate Governance—Corporate Governance Guidelines—Director Independence” and “Committees of the Board of Directors—Audit Committee,—Compensation Committee, and—Nominating and Governance Committee” in the Company’s definitive Proxy Statement which will be furnished to stockholders in connection with the Company’s 2007 Annual Meeting of Stockholders and is hereby incorporated by reference herein.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The information called for by this Item 14 with respect to principal accountant fees and services is set forth under the caption “Auditor Matters” in Ryerson’s definitive Proxy Statement which will be furnished to stockholders in connection with the Company’s 2007 Annual Meeting of Stockholders and is hereby incorporated by reference herein.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

The exhibits required to be filed by Item 601 of Regulation S-K are listed in the Exhibit Index, which is attached hereto, and incorporated by reference herein.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Ryerson Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

RYERSON INC.
By:	/s/    JAY M. GRATZ
	Jay M. Gratz
	Executive Vice President and Chief Financial Officer

Date: March 14, 2007

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Ryerson Inc. and in the capacities and on the dates indicated.

Signature	Title		Date
/s/    NEIL S. NOVICH         Neil S. Novich	Chairman, President and Chief     Executive Officer and Director		March 14, 2007
/s/    JAY M. GRATZ         Jay M. Gratz	Executive Vice President and     Chief Financial Officer     (Principal Financial Officer)		March 14, 2007
/s/    LILY L. MAY         Lily L. May	Vice President, Controller and     Chief Accounting Officer     (Principal Accounting Officer)		March 14, 2007
JAMESON A. BAXTER	Director	) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) )	/s/    JAY M. GRATZ         Jay M. Gratz Attorney-in-fact March 14, 2007
RICHARD G. CLINE	Director
RUSSELL M. FLAUM	Director
JAMES A. HENDERSON	Director
GREGORY P. JOSEFOWICZ	Director
DENNIS J. KELLER	Director
MARTHA MILLER DE LOMBERA	Director
JERRY K. PEARLMAN	Director
ANRÉ D. WILLIAMS	Director

EXHIBIT INDEX

Stockholders may obtain a copy of Ryerson Inc.’s Annual Report on Form 10-K for 2006 (excluding exhibits) without charge by making a request in writing to Investor Relations Department, 2621 West 15th Place, Chicago, IL 60608. The Company will furnish any exhibit upon request upon payment of $5.00 for each exhibit requested.

Exhibit Number	Description
3.1	Restated Certificate of Incorporation of Ryerson Inc. (Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 5, 2006 (File No. 1-9117), and incorporated by reference herein.)
3.2	By-Laws, as amended (Filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on January 5, 2006 (File No. 1-9117), and incorporated by reference herein.)
4.1	Rights Agreement as amended and restated as of April 1, 2004, between the Company and The Bank of New York, as Rights Agent. (Filed as Exhibit 4.1 to the Company’s Registration Statement on Form 8-A/A-3 filed on April 1, 2004 (File No. 1-9117), and incorporated by reference herein.)
4.2	3.50% Convertible Senior Notes due 2024
(a)	Registration Rights Agreement dated as of November 10, 2004, between Ryerson, Ryerson Procurement Corporation, J.P. Morgan Securities Inc. and UBS Securities LLC. (Filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on November 10, 2004 (File No. 1-9117), and incorporated by reference herein.)
(b)	Indenture dated as of November 10, 2004, between Ryerson, Ryerson Procurement Corporation and The Bank of New York Trust Company, N.A. (Filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 10, 2004 (File No. 1-9117), and incorporated by reference herein.)
(c)	Specimen of 3.50% Convertible Senior Note due 2024 (Filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on November 10, 2004 (File No. 1-9117), and incorporated by reference herein.)
4.3	8 1/4% Senior Notes due 2011
(a)	Registration Rights Agreement dated as of December 13, 2004, between Ryerson, Ryerson Procurement Corporation, J.P. Morgan Securities Inc. and UBS Securities LLC. (Filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on December 13, 2004 (File No. 1-9117), and incorporated by reference herein.)
(b)	Indenture dated as of on December 13, 2004, between Ryerson, Ryerson Procurement Corporation and The Bank of New York Trust Company, N.A. (Filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 13, 2004 (File No. 1-9117), and incorporated by reference herein.)
(c)	Specimen of 144A 8 1/4% Senior Note due 2011 (Filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on December 13, 2004 (File No. 1-9117), and incorporated by reference herein.)
(d)	Specimen of Regulation S 8 1/4% Senior Note due 2011 (Filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on December 13, 2004 (File No. 1-9117), and incorporated by reference herein.)

Exhibit Number	Description
4.4	Credit Facility
(a)	Second Amended and Restated Credit Agreement, dated as of January 26, 2007, among Ryerson Inc., Joseph T. Ryerson & Son, Inc., Ryerson Canada, Inc., the lenders party thereto, JPMorgan Chase Bank, N.A., as General Administrative Agent, Collateral Agent and Swingline Lender, JPMorgan Chase Bank, National Association Toronto Branch, as Canadian Administrative Agent and General Electric Capital Corporation, as Syndication Agent and Co-Collateral Agent
(b)	Second Amended and Restated Guarantee and Security Agreement, dated as of December 20, 2002 and amended and restated as of January 26, 2007 among Ryerson Inc., the U.S. Subsidiaries of Ryerson Inc. party thereto and JPMorgan Chase Bank, N.A., as Collateral Agent
(c)	Amended and Restated Canadian Guarantee and Security Agreement, made as of January 4, 2005, among Integris Metals Ltd. and Ryerson Canada, Inc., the Canadian Subsidiary Guarantors party thereto, and JPMorgan Chase Bank, N.A. as Collateral Agent. (Filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on January 10, 2005 (File No. 1-9117), and incorporated by reference herein.)
(d)	First Amendment to Amended and Restated Canadian Guarantee and Security Agreement, made as of January 26, 2007, among Ryerson Canada, Inc. and JPMorgan Chase Bank, N.A. as Collateral Agent
4.5	Receivables Securitization Facility
(a)	Receivables Sale and Servicing Agreement dated as of January 26, 2007 by and among certain originators party thereto, Ryerson Funding LLC, as Buyer, Joseph T. Ryerson & Son, Inc., as Servicer, and Ryerson Inc., as Parent
(b)	Receivables Funding and Administration Agreement dated as of January 26, 2007, by and among Ryerson Funding LLC, as Borrower, the lenders party thereto, the group agents thereto, General Electric Capital Corporation, as Structuring Agent, and JPMorgan Chase Bank, N.A., as Administrative Agent
10.1*	Employment/Severance, Noncompete Agreements
(a)*	Employment Agreement dated December 1, 1999 as amended and restated January 1, 2006 and as amended through March 10, 2007 between the Company and Neil S. Novich
(b)*	Conformed Employment Agreement dated September 1, 1999 as amended and restated January 1, 2006 between the Company and Jay M. Gratz (Filed as Exhibit 10.18 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 1-9117), and incorporated by reference herein.)
(c)*	Conformed Employment Agreement dated September 1, 1999 as amended and restated January 1, 2006 between the Company and Gary J. Niederpruem (Filed as Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 1-9117), and incorporated by reference herein.)
(d)*	Conformed Employment Agreement dated as of July 23, 2001 as amended and restated January 1, 2006 between the Company and James M. Delaney (Filed as Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 1-9117), and incorporated by reference herein.)
(e)*	Employment Agreement dated February 28, 2007 between the Company and Stephen E. Makarewicz

* Management contract or compensatory plan or arrangement

Exhibit Number	Description
10.2*	Severance Agreements
(a)*	Severance Agreement dated January 28, 1998, between the Company and Jay M. Gratz. (Filed as Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2002 (File No. 1-9117), and incorporated by reference herein.)
(b)*	Amendment dated November 6, 1998 to the Severance Agreement dated January 28, 1998 referred to in Exhibit 10.13 above between the Company and Jay M. Gratz. (Filed as Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 1-9117), and incorporated by reference herein.)
(c)*	Amendment dated June 30, 2000 to the Severance Agreement dated January 28, 1998 referred to in Exhibit 10.13 between the Company and Jay M. Gratz. (Filed as Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000 (File No. 1-9117), and incorporated by reference herein.)
(d)-1*	Form of Senior Executive Change in Control Agreement
(d)-2*	Schedule to Form of Senior Executive Change in Control Agreement referred to in Exhibit 10.2(d)-1
(e)-1*	Form of Executive Change in Control Agreement
(e)-2*	Schedule to Form of Executive Change in Control Agreement referred to in Exhibit 10.2(e)-1
10.3*	Stock Plans
(a)-1*	Ryerson 2002 Incentive Stock Plan, as amended
(a)-2*	Form of pre-2007 restricted stock award agreement (Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 28, 2005 (File No. 1-9117), and incorporated by reference herein.)
(a)-3*	Form of post-2006 restricted stock award agreement
(a)-4	Form of pre-2007 performance award agreement
(a)-5*	Schedule of 2007 performance stock unit awards to named executive officers
(b)*	Schedule of special incentive awards to certain named executive officers
(c)*	Ryerson 1999 Incentive Stock Plan, as amended
(d)*	Ryerson 1996 Incentive Stock Plan, as amended
(e)*	Ryerson 1995 Incentive Stock Plan, as amended

* Management contract or compensatory plan or arrangement

Exhibit Number	Description
(f)-1*	Directors’ Compensation Plan, as amended through November 28, 2006
(f)-2*	Form of Option Agreement Under the Ryerson Directors’ Compensation Plan. (Filed as Exhibit 10.37 to the Company’s Annual Report on Form 10-K filed on March 22, 2005 (File No. 1-9117), and incorporated by reference herein.)
10.4*	Annual Incentive Plan
(a)*	Ryerson Annual Incentive Plan, as amended
(b)*	2007 Performance Measures for Annual Incentive Plan
10.5*	Ryerson Supplemental Retirement Plan for Covered Employees, as amended
10.6*	Ryerson Nonqualified Savings Plan, as amended
10.7*	Excerpt of Company’s Accident Insurance Policy as related to outside directors insurance
10.8*	Form of Indemnification Agreement, between the Company and the parties listed on the schedule thereto
10.8(a)*	Schedule to Form of Indemnification Agreement referred to in Exhibit 10.8
10.9*	Named Executive Officer Merit Increases effective January 28, 2007
10.10*	Director Compensation Summary. (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 22, 2005 (File No. 1-9117), and incorporated by reference herein.)
10.11*	Excerpt of Company’s Directors and Officers Insurance Policy
21	List of Certain Subsidiaries of the Registrant
23.l	Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP)
23.2	Consent of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP)
24	Powers of Attorney
31.1	Certificate of the Principal Executive Officer of the Company, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certificate of the Principal Financial Officer of the Company, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Written Statement of Neil S. Novich, Chairman, President and Chief Executive Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Written Statement of Jay M. Gratz, Executive Vice President and Chief Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Management contract or compensatory plan or arrangement

EX-4.4(A)

EXHIBIT 4.4(a)

$750,000,000

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

dated as of

January 26, 2007

among

Ryerson Inc.

Joseph T. Ryerson & Son, Inc.

Ryerson Canada, Inc.

The Lenders Party Hereto

JPMorgan Chase Bank, N.A.

as General Administrative Agent, Collateral Agent

and Swingline Lender

JPMorgan Chase Bank, National Association, Toronto Branch

as Canadian Administrative Agent

General Electric Capital Corporation

as Syndication Agent and Co-Collateral Agent

+

Bank of America, N.A.

as Documentation Agent

J.P. Morgan Securities Inc. and GE Capital Markets, Inc.

as Co-Lead Arrangers

J.P. Morgan Securities Inc.,

Sole Bookrunner

EXECUTION COPY

TABLE OF CONTENTS*

		PAGE
	ARTICLE 1 DEFINITIONS
Section 1.01.	Definitions	1
Section 1.02.	Accounting Terms and Determinations	48
Section 1.03.	Classes and Types of Loans	48
Section 1.04.	Related Lenders	48
Section 1.05.	Terms Generally	49
	ARTICLE 2
	THE CREDITS
Section 2.01.	Commitments to Lend	49
Section 2.02.	Notice of Borrowings	50
Section 2.03.	Bankers’ Acceptances	51
Section 2.04.	Notice to Lenders; Funding of Loans	56
Section 2.05.	Registry	57
Section 2.06.	Maturity of Loans	57
Section 2.07.	Fees	58
Section 2.08.	Interest Rates	58
Section 2.09.	Mandatory Prepayments	59
Section 2.10.	Optional Termination, Reduction or Reallocation of Commitments	60
Section 2.11.	Method of Electing Interest Rates	62
Section 2.12.	Scheduled Termination of Commitments; Mandatory Termination or Reduction of Commitments	64
Section 2.13.	Optional Prepayments; Collateralization of Bankers’ Acceptances	64
Section 2.14.	General Provisions as to Payments	65
Section 2.15.	Funding Losses	66
Section 2.16.	Computation of Interest and Fees	67
Section 2.17.	Judgment Currency	67
Section 2.18.	Currency Equivalents	68
Section 2.19.	Swingline Loans.	69
Section 2.20.	Letters of Credit	71
Section 2.21.	Stop Issuance Notice	76
Section 2.22.	Increase in Commitments	76

* The Table of Contents is not part of this Agreement.

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	ARTICLE 3
	CONDITIONS
Section 3.01.	Conditions to Effectiveness	80
Section 3.02.	Conditions to Borrowings, Issuances of Letters of Credit and Acceptance of Bankers’ Acceptances	84
	ARTICLE 4
	REPRESENTATIONS AND WARRANTIES
Section 4.01.	Corporate Existence and Power	86
Section 4.02.	Authorization; No Conflict	86
Section 4.03.	Validity and Binding Nature as to Each Borrower	86
Section 4.04.	Financial Statements	86
Section 4.05.	Litigation and Contingent Liabilities of Borrowers	87
Section 4.06.	Company’s Subsidiaries	87
Section 4.07.	Company’s Employee Benefit Plans	87
Section 4.08.	Environmental Matters	88
Section 4.09.	Investment Company Act	88
Section 4.10.	Regulation U	88
Section 4.11.	Security Documents	88
Section 4.12.	Processing of Receivables	88
Section 4.13.	Solvency	89
Section 4.14.	Canadian Pension Plans	89
	ARTICLE 5
	COVENANTS
Section 5.01.	Reports, Certificates and Other Information.	89
Section 5.02.	Books, Records and Inspections	94
Section 5.03.	Insurance	95
Section 5.04.	Borrowers’ Taxes and Liabilities	96
Section 5.05.	Limitation On Debt.	96
Section 5.06.	[Reserved]	97
Section 5.07.	Restricted Payments, Restricted Debt Repurchases and Restricted Investments	97
Section 5.08.	Mergers, Consolidations, Sales	99
Section 5.09.	Compliance With Laws	100
Section 5.10.	Other Agreements	100
Section 5.11.	Transactions With Affiliates	101
Section 5.12.	Negative Pledge	102
Section 5.13.	Subsidiary Debt	103
Section 5.14.	Acquisitions.	104
Section 5.15.	Conduct of Business; Maintenance of Existence	105
Section 5.16.	Further Assurances.	105
Section 5.17.	Information Regarding Collateral	105
Section 5.18.	Use of Proceeds	106
Section 5.19.	Fixed Charge Coverage Ratio	106

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	ARTICLE 6
	DEFAULTS
Section 6.01.	Events of Default	106
Section 6.02.	Effect of Event of Default	110
Section 6.03.	Notice of Default	110
Section 6.04.	Cash Cover	110
	ARTICLE 7
	THE AGENTS
Section 7.01.	Appointment and Authorization	111
Section 7.02.	Rights and Powers as a Lender	112
Section 7.03.	Limited Duties and Responsibilities	112
Section 7.04.	Authority to Rely on Certain Writings, Statements and Advice	112
Section 7.05.	Sub-Agents and Affiliates	113
Section 7.06.	Resignation; Successor Agents	113
Section 7.07.	Credit Decisions By Lenders	113
Section 7.08.	Agents’ Fees	114
Section 7.09.	Documentation Agent and Syndication Agent	114
Section 7.10.	Security Agents	114
	ARTICLE 8
	CHANGE IN CIRCUMSTANCES
Section 8.01.	Basis for Determining Interest Rate Inadequate or Unfair	114
Section 8.02.	Illegality	115
Section 8.03.	Increased Cost and Reduced Return	115
Section 8.04.	Taxes	117
Section 8.05.	Base Rate Loans Substituted for Affected Euro-Dollar Loans	120
Section 8.06.	Substitution of Lender	121
	ARTICLE 9
	MISCELLANEOUS
Section 9.01.	Notices	121
Section 9.02.	No Waivers	122
Section 9.03.	Expenses; Indemnity; Damage Waiver	122
Section 9.04.	Sharing of Set-Offs	123
Section 9.05.	Amendments and Waivers	124
Section 9.06.	Confidentiality	125
Section 9.07.	Successors and Assigns	126
Section 9.08.	Collateral	130
Section 9.09.	Governing Law; Jurisdiction; Consent to Service of Process	130
Section 9.10.	Counterparts; Integration	131

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Section 9.11.	WAIVER OF JURY TRIAL	131
Section 9.12.	USA PATRIOT Act	131
Section 9.13.	Appointment and Authorization of Borrowers’ Agents	131

EXECUTION COPY

SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 26, 2007 among RYERSON INC., JOSEPH T. RYERSON & SON, INC., RYERSON CANADA, INC., the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as General Administrative Agent, Collateral Agent and Swingline Lender, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, TORONTO BRANCH, as Canadian Administrative Agent, GENERAL ELECTRIC CAPITAL CORPORATION, as Syndication Agent and Co-Collateral Agent and BANK OF AMERICA, N.A., as Documentation Agent.

WHEREAS, Ryerson Inc., Joseph T. Ryerson & Son, Inc., Integris Metals Ltd., Ryerson Canada, Inc., the lenders party thereto (the “Existing Lenders”), JPMorgan Chase Bank, N.A., as administrative agent, security agent and swingline bank, and General Electric Capital Corporation, as syndication agent and security agent, are parties to an Amended and Restated Credit Agreement dated as of January 4, 2005 (as amended by Amendment No. 1 thereto dated as of December 22, 2005, the “Existing Credit Agreement”);

WHEREAS, Ryerson Canada, Inc., Integris Metals Ltd., 12311 Horseshoe Way, Inc. and 4352319 Canada Inc. (formerly 133693 Ontario Inc.) amalgamated under the Canadian Business Corporations Act effective January 1, 2007, to continue as Ryerson Canada, Inc.;

WHEREAS, the parties hereto desire to amend and restate the Existing Credit Agreement as provided in this Agreement, subject to the terms and conditions set forth in Section 3.01 hereof;

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01. Definitions. The following terms, as used herein, have the following meanings:

“Acceptance Fee” means the fee payable in Canadian Dollars to each Canadian Lender in respect of Bankers’ Acceptances computed in accordance with Section 2.03(d).

“Acceptance Note” has the meaning set forth in Section 2.03(e).

“Acceptance Note Lender” has the meaning set forth in Section 2.03(e).

“Account Debtor” means, with respect to any Receivable, the obligor with respect to such Receivable.

“Accrued Reserve Amount” has the meaning set forth in the definition of “Note Availability Block”.

“Acquired Inventory Eligibility Requirement” means, with respect to any Inventory acquired in connection with a Business Acquisition, the requirement that (i) a collateral review of such acquired Inventory shall have been performed by the Security Agents or their representatives (the fees and expenses associated with such review to be paid by the Company in accordance with Section 5.02(b)), (ii) the Security Agents shall have received an appraisal prepared by an independent third party of such acquired Inventory (the fees and expenses associated with such appraisal to be paid by the Borrowers in accordance with Section 5.02(b)), and (iii) each Security Agent shall have notified the applicable Borrowers’ Agent that it is satisfied in its sole good faith discretion with the scope and results of such collateral review and such appraisal; it being understood that each of the Company and the Security Agents will use reasonable efforts to satisfy the Acquired Inventory Eligibility Requirement as promptly as reasonably practicable following consummation of the relevant Business Acquisition.

“Acquired Receivables Eligibility Requirement” means, with respect to any Receivables acquired in connection with a Business Acquisition, the requirement that (i) a collateral review of the acquired Receivables shall have been performed by the Security Agents or their representatives (the fees and expenses associated with such review to be paid by the Company in accordance with Section 5.02(b)) and (ii) each Security Agent shall have notified the applicable Borrowers’ Agent that it is satisfied in its sole good faith discretion with the scope and results of such collateral review; it being understood that each of the Company and the Security Agents will use reasonable efforts to satisfy the Acquired Receivables Requirement as promptly as reasonably practicable following consummation of the relevant Business Acquisition.

“Adjusted Eligible Receivables” means, for any Borrower, an amount equal to (a) the Eligible Receivables of such Borrower minus (b) the Dilution Reserve of such Borrower.

“Adjusted LIBO Rate” means, with respect to any Euro-Dollar Loan for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Adjustment.

“Administrative Agent” means the General Administrative Agent or the Canadian Administrative Agent, as the context may require, and “Administrative Agents” means both of them. Any reference to the Administrative Agent in connection with (a) any notice given by or to the Administrative Agent, (b) any fees or other payments paid to the Administrative Agent, (c) any determination of any interest rate made by the Administrative Agent or (d) any other action taken by the Administrative Agent (i) with respect to the Canadian Facility, shall refer to the Canadian Administrative Agent and (ii) with respect to the U.S. Facility, shall refer to the General Administrative Agent.

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“Administrative Questionnaire” means, with respect to each Lender, an administrative questionnaire in the form prepared by the Administrative Agents and submitted to the Administrative Agents (with a copy to the Company) duly completed by such Lender.

“Affiliate” means, with respect to the Company or any of its Subsidiaries, (i) any Person (except a Subsidiary of any Borrower) of which any Borrower holds directly, or indirectly through one or more Subsidiaries, more than 15% of the securities or interests entitling the holder thereof to vote for or designate directors or individuals performing a similar function or (ii) any other Person (except a Subsidiary of any Borrower) which is controlled by any Borrower. As used herein, the term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Agents” means the Administrative Agents, the Syndication Agent, the Documentation Agent and the Security Agents.

“Agreement” means the Existing Credit Agreement, as amended by this Amended Agreement and as the same may be further amended or otherwise modified from time to time.

“Amended Agreement” means this Second Amended and Restated Credit Agreement.

“Applicable BA Discount Rate” means (a) with respect to any Canadian Lender that is a Schedule I Bank, as applicable to a Bankers’ Acceptance being purchased by such Schedule I Bank on any day, the CDOR Rate for bankers’ acceptances having a term and face amount comparable to the term and face amount of such Bankers’ Acceptance and (b) with respect to any Canadian Lender other than a Schedule I Bank, as applicable to a Bankers’ Acceptance being purchased by such Canadian Lender on any day, the lesser of (i) the average (as determined by the Canadian Administrative Agent) of the respective percentage discount rates (expressed to two decimal places and rounded upward, if necessary, to the nearest 1/100th of 1%) quoted to the Canadian Administrative Agent by each Schedule II/III Reference Bank as the percentage discount rate at which such Schedule II/III Reference Bank would, in accordance with its normal practices, at or about 10:00 A.M. (Toronto time) on such day, be prepared to purchase Bankers’ Acceptances accepted by such Schedule II/III Reference Bank having a term and a face amount comparable to the term and face amount of such Bankers’ Acceptance and (ii) the rate that is 0.10% per annum in excess of the rate determined pursuant to clause (a) of this definition in connection with the relevant issuance of Bankers’ Acceptances.

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“Applicable Lending Office” means (a) with respect to any U.S. Lender, its U.S. Lending Office and (b) with respect to any Canadian Lender, its Canadian Lending Office.

“Approved Amount” means (a) with respect to Dollars, $5,000,000 or any larger multiple of $1,000,000 and (b) with respect to Canadian Dollars, C$1,000,000 or any larger multiple of C$1,000,000.

“Approved Fund” has the meaning set forth in Section 9.07(b).

“Arrangers” means J.P. Morgan Securities Inc. and GE Capital Markets, Inc. collectively, in their capacities as co-lead arrangers of the credit facility provided under this Agreement.

“Assignee” has the meaning set forth in Section 9.07(b).

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.07) and accepted by the General Administrative Agent, in the form of Exhibit F or any other form approved by the General Administrative Agent.

“Available Inventory” means, for any Borrower at any date of determination, the lesser of (i) an amount equal to (x) 70% of Eligible Inventory of such Borrower less (y) Inventory Reserves for such Borrower and (ii) 85% of the product of (x) the Net Recovery Rate in effect for the Inventory of such Borrower (based on the then most recent independent inventory appraisal) on such date of determination multiplied by (y) the aggregate amount of gross Inventory of such Borrower (as reported in accordance with such Borrower’s perpetual inventory system at such date of determination) as set forth in the most recent Borrowing Base Certificate of such Borrower.

“Available Receivables” for any Borrower at any date of determination shall be equal to 85% of Adjusted Eligible Receivables for such Borrower.

“Average Availability” on any day is an amount equal to the quotient of (i) the sum of the end of day Total Facility Availability for each day during the most recently ended period of three consecutive full calendar months, divided by (ii) the number of days in such three-month period, all as determined by the General Administrative Agent.

“BA Discount Proceeds” means proceeds in respect of any Bankers’ Acceptance to be purchased by a Lender on any day under Section 2.03, in an amount (rounded to the nearest whole Canadian cent, and with one-half of one Canadian cent being rounded up) calculated on such day by dividing:

(a) the face amount of such Bankers’ Acceptance; by

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(b) the sum of one plus the product of:

(i) the Applicable BA Discount Rate (expressed as a decimal) applicable to such Bankers’ Acceptance; and

(ii) a fraction, the numerator of which is the number of days in the term of such Bankers’ Acceptance commencing on the date of acceptance of the Bankers’ Acceptance and ending on, but excluding, the BA Maturity Date, and the denominator of which is 365;

with such product being rounded up or down to the fifth decimal place and .000005 being rounded up.

“BA Margin” means a rate per annum determined in accordance with the Pricing Schedule; provided that if at any time an Event of Default shall have occurred and be continuing, the BA Margin shall mean the BA Margin that would, in the absence of an Event of Default, be otherwise applicable at such time plus 2%.

“BA Maturity Date” means, with respect to any Bankers’ Acceptance, the date that is one or, so long as such Bankers’ Acceptance is not accepted or purchased during a Sweep Period, two, three or six months, as the Canadian Borrower may elect in the applicable Notice of Borrowing or Notice of Rollover/Conversion, after the date of issuance of such Bankers’ Acceptance specified in such Notice of Borrowing or Notice of Rollover/Conversion; provided that:

(a) any BA Maturity Date that would otherwise fall on a day which is not a Business Day shall be extended to the next succeeding Business Day, and

(b) no BA Maturity Date may fall after the Termination Date.

“Bankers’ Acceptance” or “BA” means a bill of exchange denominated in Canadian Dollars drawn by the Canadian Borrower (or any predecessor thereof by way of amalgamation or otherwise) and accepted by a Canadian Lender pursuant to Section 2.03, including a depository bill issued in accordance with the Depository Bills and Notes Act (Canada); provided that, to the extent the context shall require, each Acceptance Note shall be deemed to be a Bankers’ Acceptance.

“Base Rate” means (a) with respect to U.S. Base Rate Loans, the U.S. Base Rate and (b) with respect to Canadian Base Rate Loans, the Canadian Base Rate.

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“Base Rate Loan” means a Canadian Base Rate Loan or a U.S. Base Rate Loan.

“Base Rate Margin” means a rate per annum determined in accordance with the Pricing Schedule; provided that if at any time an Event of Default shall have occurred and be continuing, the Base Rate Margin shall mean the Base Rate Margin that would, in the absence of an Event of Default, be otherwise applicable at such time plus 2%.

“Beneficial Owner” means a beneficial owner as such term is defined in Rule 13d-3 under the Exchange Act.

“Borrower” means any U.S. Borrower or the Canadian Borrower, as the context may require, and their respective successors, and “Borrowers” means all of the U.S. Borrowers and the Canadian Borrower, collectively. When used in connection with a specific Loan, Borrowing, Bankers’ Acceptance or Letter of Credit, “the Borrower” means the Borrower that is the borrower (or proposed borrower) of such Loan or Borrowing, the drawer (or proposed drawer) of such Bankers’ Acceptance or the account party (or proposed account party) to such Letter of Credit.

“Borrowers’ Agent” means (a) with respect to any U.S. Borrower, the U.S. Borrowers’ Agent and (b) with respect to the Canadian Borrower, the Canadian Borrower’s Agent.

“Borrowing” means the aggregation of Loans (including by way of acceptance and purchase of Bankers’ Acceptances) of one or more Lenders to be made to a single Borrower pursuant to Article 2 on the same date, all of which Loans are of the same Class, Type (subject to Article 8) and currency and, except in the case of Base Rate Loans and Canadian Prime Rate Loans, have the same initial Interest Period (or BA Maturity Date, in the case of Bankers’ Acceptances). The term “Borrowing” does not apply to Swingline Loans.

“Borrowing Base” means, for any Borrower at any date, the amount set forth as the Borrowing Base for such Borrower in the Borrowing Base Certificate then most recently delivered by the applicable Borrowers’ Agent pursuant to this Agreement, which shall be calculated (i) at any date prior to the Receivables Facility Termination Date, as an amount equal to the sum of (A) Available Inventory for such Borrower, plus (B) in the case of the Canadian Borrower, Available Receivables for such Borrower minus Priority Payables Reserves for such Borrower, plus (C) in the case of the U.S. Borrowers, Suppressed Residual Value multiplied by 75%; provided, that Suppressed Residual Value may not account for more than 10% of the aggregate Borrowing Base of all Borrowers, and provided further, that if the Effective Date Receivables Facility (or any Replacement Receivables Facility, as the case may be) is amended, restated or otherwise modified, or if an event of default under the Effective Date Receivables (or any Replacement Receivables Facility, as the case may be) has occurred and is

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continuing, the Security Agents shall be permitted to make such reductions to the amount of Suppressed Residual Value included in the Borrowing Base as they deem appropriate in their reasonable discretion; and (ii) at any date on or after the Receivables Facility Termination Date, as an amount equal to the sum of (A) Available Inventory for such Borrower plus (B) Available Receivables for such Borrower, minus (C) in the case of the Canadian Borrower, Priority Payables Reserves for such Borrower; provided that for purposes of this clause (ii), Available Inventory may not account for more than 70% of the Borrowing Base. Notwithstanding anything in this Agreement to the contrary, standards of eligibility, reserves and advance rates applicable to calculation of the Borrowing Base for a Borrower may be revised and adjusted from time to time by the Security Agents in the reasonable exercise of their discretion and consistent with their customary practices (subject, in the case of any modification, amendment or waiver of any provision of this Agreement, to Section 9.05); provided that any such revisions or adjustments shall be established in accordance with Section 7.10; and provided further that, any such revisions or adjustments shall be effective (x) immediately if an Event of Default has occurred and is continuing and (y) otherwise, three days after delivery of notice thereof to the applicable Borrowers’ Agent.

“Borrowing Base Certificate” means for any Borrower a certificate, duly executed and certified as accurate and complete by a Responsible Officer of such Borrower, appropriately completed and substantially in the form of Exhibit C-1 (in the case of a U.S. Borrower) or Exhibit C-2 (in the case of the Canadian Borrower), in each case (a) with such changes therein as may be required by the Security Agents to reflect the components of and reserves against the Borrowing Base as provided for hereunder from time to time and (b) together with all attachments and supporting documents (i) as contemplated thereby, (ii) as outlined on Schedule I to Exhibit C-1 or Exhibit C-2, as the case may be and (iii) as reasonably requested by any Security Agent.

“Business Acquisition” means (a) an Investment by a Borrower or any of its Subsidiaries in capital stock or other equity interests (including warrants, options or other rights to acquire such equity interests) of any Person (other than a Borrower or any of its Subsidiaries) or (b) an acquisition by a Borrower or any of its Subsidiaries of the property and assets of any Person (other than a Borrower or any of its Subsidiaries) that constitute all or substantially all the assets of such Person or any division or other business unit of such Person; provided that neither of the following shall be considered a Business Acquisition: (i) an acquisition of real property or (ii) an acquisition of a Person if all or substantially all of such Person’s assets are real property. As used in clause (a) of this definition, the phrase “a Borrower or any of its Subsidiaries” shall refer to each Borrower and all of its Subsidiaries, including any such Subsidiary created and invested in by a Borrower or any of its Subsidiaries after the Effective Date.

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York City or Chicago, Illinois are authorized by

7

law to close; provided that, when used in connection with a Canadian Loan, Bankers’ Acceptance or Canadian Letter of Credit, the term “Business Day” shall also exclude any day on which chartered banks in Toronto are authorized by law to close; and provided further that, when used in connection with a Euro-Dollar Loan, the term “Business Day” shall also exclude any day on which commercial banks are not open for dealings in deposits in Dollars in the London interbank market.

“Canadian Administrative Agent” means JPMorgan Chase Bank, National Association, Toronto Branch in its capacity as administrative agent for the Canadian Lenders under the Canadian Facility and its successors in such capacity.

“Canadian Base Rate” means, for any day, a rate per annum equal to the higher of (a) the rate of interest per annum established by the Canadian Administrative Agent as the reference rate of interest then in effect for determining interest rates on commercial loans denominated in Dollars made by it in Canada and (b) the sum of one-half of one percent plus the Federal Funds Rate for such day.

“Canadian Base Rate Loan” means (a) a Canadian Loan denominated in Dollars which bears interest calculated by reference to the Canadian Base Rate pursuant to the applicable Notice of Borrowing or Notice of Interest Rate Election or the provisions of Article 8 or (b) an overdue amount which was a Canadian Base Rate Loan immediately before it became overdue.

“Canadian Benefit Plans” shall mean all material employee benefit plans of any nature or kind whatsoever that are not Canadian Pension Plans and are maintained or contributed to by any Credit Party having employees in Canada.

“Canadian Borrower” means Ryerson Canada.

“Canadian Borrower’s Agent” means Ryerson Canada, in its capacity as agent for itself under the Financing Documents, and its successors in such capacity.

“Canadian Cash Collateral Account” has the meaning set forth in the Canadian Security Agreement.

“Canadian Commitment” means (a) with respect to each Canadian Lender listed on the signature pages hereof, the amount set forth opposite its name on the Commitment Schedule under the heading “Canadian Commitment” and (b) with respect to each Person which becomes a Canadian Lender pursuant to Section 8.06 or Section 9.07(b), the amount of the Canadian Commitment thereby assumed by it, in each case as such amount may be reduced from time to time pursuant to Section 2.10 or Section 9.07(b) or increased from time to time pursuant to Section 2.10, Section 8.06 or Section 9.07(b). All Canadian Commitments are denominated in Dollars.

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“Canadian Credit Parties” means the Canadian Borrower and the Canadian Subsidiary Guarantors.

“Canadian Dollar Loan” means each Canadian Loan which is denominated in Canadian Dollars.

“Canadian Dollars” and “C$” mean the lawful currency of Canada.

“Canadian Facility” means the credit facility extended to the Canadian Borrower pursuant to Sections 2.01(b), 2.03 and 2.20 (including as such facility may be increased pursuant to Section 2.10).

“Canadian Facility Availability” means, at any time, an amount equal to (a) the Canadian Maximum Availability at such time, less (b) the Canadian Total Outstanding Amount at such time.

“Canadian Hypothec” means a hypothec granted by any Credit Party having assets located in the province of Quebec, and any bonds or debentures, any pledge of bonds or debentures and documentation related thereto.

“Canadian Issuing Lender” means any Canadian Lender that becomes a Canadian Issuing Lender pursuant to Section 2.20(k) in its capacity as issuer of Canadian Letters of Credit, and its successors in such capacity as provided by Section 2.20(j); provided that a Lender Affiliate of a Canadian Lender may (subject to the last sentence of this definition) be a Canadian Issuing Lender if it executes and delivers an instrument satisfactory in form and substance to the Canadian Borrower’s Agent and the Canadian Administrative Agent accepting the benefits and agreeing to perform the obligations of a Canadian Issuing Lender hereunder. Each Canadian Issuing Lender must be a Schedule I Bank, a Schedule II Bank or a Schedule III Bank.

“Canadian Lender” means each bank or other financial institution listed on the signature pages hereof as a Canadian Lender, each Person which becomes a Canadian Lender pursuant to Section 8.06 or 9.07(b), and their respective successors.

“Canadian Lending Office” means, as to each Canadian Lender, its office located at its address set forth in its Administrative Questionnaire (or identified in its Administrative Questionnaire as its Canadian Lending Office) or such other office, branch or Affiliate of such Canadian Lender as it may hereafter designate as its Canadian Lending Office by notice to the Company and the Administrative Agents; provided that any Canadian Lender may so designate separate Canadian Lending Offices for its Canadian Loans of different Types and currencies, in which case all references herein to the Canadian Lending Office of such Canadian Lender shall be deemed to refer to any or all of such offices, as the context may require.

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“Canadian Letter of Credit” means a letter of credit issued pursuant to this Agreement in respect of which the Canadian Borrower (or any predecessor thereof by way of amalgamation or otherwise) is the account party.

“Canadian Letter of Credit Liabilities” means, for any Canadian Lender and at any time, such Canadian Lender’s Percentage of the sum of (a) the aggregate amount then owing by the Canadian Borrower in respect of amounts drawn under Canadian Letters of Credit and (b) the aggregate amount then available for drawing under all Canadian Letters of Credit.

“Canadian Loan” means a Loan made pursuant to Section 2.01(b) and shall be deemed to include the acceptance and purchase of related Bankers’ Acceptances. Canadian Loans may be denominated in Canadian Dollars (as Canadian Prime Rate Loans or Bankers’ Acceptances) or in Dollars (as Canadian Base Rate Loans or Euro-Dollar Loans).

“Canadian Maximum Availability” means, at any time, a Dollar Amount equal to the lesser of (a) the Dollar Amount of the Canadian Borrower’s Borrowing Base at such time less the aggregate Dollar Amount of Canadian Secured Derivative Obligations at such time and (b) the aggregate amount of the Canadian Commitments.

“Canadian Outstandings” means, as to any Canadian Lender at any time, an amount equal to the sum of (a) the aggregate outstanding Dollar Amount of its Canadian Loans at such time (including the full face amount of all Bankers’ Acceptances accepted by it and outstanding at such time), plus (b) the aggregate Dollar Amount of its Canadian Letter of Credit Liabilities at such time.

“Canadian Pension Plans” shall mean each plan which is a registered pension plan for the purposes of the Income Tax Act (Canada) established, maintained or contributed to by any Credit Party having employees in Canada.

“Canadian Perfection Certificate” means a certificate in the form of Exhibit B to the Canadian Security Agreement or any other form approved by the Canadian Administrative Agent.

“Canadian Prime Rate” means, for any day, a rate per annum equal to the higher of (a) the rate of interest per annum established by the Canadian Administrative Agent as the reference rate of interest then in effect for determining interest rates on commercial loans denominated in Canadian Dollars made by it in Canada and (b) the sum of  ¹/2 of 1% plus the one-month CDOR Rate for such day.

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“Canadian Prime Rate Loan” means (a) a Canadian Dollar Loan which bears interest calculated by reference to the Canadian Prime Rate pursuant to the applicable Notice of Borrowing or Notice of Rollover/Conversion or the provisions of Section 2.03 or (b) an overdue amount which was a Canadian Prime Rate Loan immediately before it became overdue.

“Canadian Secured Derivative Obligations” means at any time Derivative Obligations in respect of which a Canadian Credit Party is the primary obligor, which obligations are secured pursuant to the Canadian Security Documents (it being understood that all such secured obligations are required to have been identified to the Collateral Agent in accordance with the definition of “Secured Derivatives Obligations” set forth in the Canadian Security Agreement). The amount of any Canadian Secured Derivative Obligation at any time shall, for purposes of this Agreement, be the Mark-to-Market Value of such Derivative Obligation.

“Canadian Security Agreement” means the Canadian Guarantee and Security Agreement substantially in the form of Exhibit B-2.

“Canadian Security Documents” means the Canadian Security Agreement, each Canadian Hypothec and any other applicable guarantee or security document executed by a Credit Party in respect of Collateral located in Canada.

“Canadian Subsidiary” means any Subsidiary of the Company which is organized under the laws of Canada or one of the Provinces or Territories of Canada.

“Canadian Subsidiary Guarantor” means each Canadian Subsidiary listed on the signature pages of the Canadian Security Agreement under the caption “Subsidiary Guarantors” and each Canadian Subsidiary that shall, at any time after the date hereof, become a Subsidiary Guarantor pursuant to Section 18 of the Canadian Security Agreement; it being understood that no Canadian Borrower shall guarantee any obligations of the U.S. Credit Parties under the Financing Documents.

“Canadian Total Outstanding Amount” means, at any time, the aggregate Dollar Amount of Canadian Outstandings of all Canadian Lenders at such time.

“Cash Collateral Accounts” means the U.S. Cash Collateral Account and any Canadian Cash Collateral Account.

“CDOR Rate” means on any date, with respect to a particular term as specified herein, the per annum rate of interest which is the rate based on an average rate applicable to Canadian Dollar bankers’ acceptances for the applicable term appearing on the “Reuters Screen CDOR Page” as of 10:00 A.M.

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(Toronto time) on such date, or if such date is not a Business Day, then on the immediately preceding Business Day (as adjusted by the Canadian Administrative Agent after 10:00 A.M. (Toronto time) to reflect any error in any posted rate or in the posted average annual rate); provided, however, if such rate does not appear on the Reuters Screen CDOR Page as contemplated, then the CDOR Rate on any date shall be calculated as the arithmetic mean of the rates for the term referred to above applicable to Canadian Dollar bankers’ acceptances quoted by the Schedule I Reference Bank as of 10:00 A.M. (Toronto time) on such date, or if such date is not a Business Day, then on the immediately preceding Business Day.

“Change of Control of the Company” means the occurrence of one of the following events:

(a) any “person”, as such term is defined in Section 14(d) of the Exchange Act (other than (x) a trustee or other fiduciary holding Voting Securities of the Company (as defined below) under an employee benefit plan of the Company, (y) an underwriter temporarily holding Voting Securities of the Company pursuant to an offering of such securities or (z) a mutual, fidelity or similar fund holding Voting Securities of the Company) (an “Acquiring Person”), is or becomes the Beneficial Owner, directly or indirectly, of 30% or more of the combined voting power of the Company’s outstanding securities ordinarily having the right to vote at elections of directors (the “Voting Securities of the Company”); or

(b) individuals who constitute the Board of Directors of the Company on the date of this Agreement (the “Incumbent Board of the Company”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date of this Agreement whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least three-fourths of the directors comprising the Incumbent Board of the Company (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall be, for the purpose of this clause (b), considered as though such person were a member of the Incumbent Board of the Company.

“CLO” has the meaning set forth in Section 9.07(b).

“Class” has the meaning set forth in Section 1.03.

“Co-Collateral Agent” means General Electric Capital Corporation in its capacity as co-collateral agent for the Lenders, and its successors in such capacity.

“Code” means the Internal Revenue Code of 1986, as amended, or any successor statute.

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“Collateral” means any and all “Collateral” as defined in any Security Document.

“Collateral Access Agreement” means (i) with respect to Inventory of a U.S. Credit Party located at a Third Party Location, an agreement substantially in the form of Exhibit I-1(a), (ii) with respect to Inventory of a U.S. Credit Party located at a location leased by such Credit Party, an agreement substantially in the form of Exhibit I-1(b), (iii) with respect to Inventory of a Canadian Credit Party located at a Third Party Location, an agreement substantially in the form of Exhibit I-2(a), (iv) with respect to Inventory of a Canadian Credit Party located at a location leased by such Credit Party, an agreement substantially in the form of Exhibit I-2(b) (in the case of each of clauses (i), (ii), (iii) and (iv), with such modifications as the Security Agents and the applicable Credit Party shall agree) and (v) with respect to Inventory of the Canadian Borrower located at 3399 Avenue Francis Hughes, Laval, Quebec, the collateral access agreement entered into by Integris Metals Ltd. (a predecessor of the Canadian Borrower by way of amalgamation) prior to the Initial Effective Date and attached hereto as Exhibit I-3.

“Collateral Agent” means JPMorgan Chase Bank, N.A., in its capacity as collateral agent for the Lenders under the Financing Documents and in its capacity as “secured party” named in all Uniform Commercial Code financing statements (or similar filings under other personal property security legislation) filed pursuant to the Financing Documents, together with its successors in any such capacity (it being understood that JPMorgan Chase Bank, N.A. shall serve in such capacity as “secured party” subject to direction by the Security Agents).

“Collateral and Guarantee Requirement” means the requirement that:

(a) the General Administrative Agent shall have received a counterpart of the U.S. Security Agreement and the Canadian Security Documents, each duly executed and delivered by JPMorgan Chase Bank, N.A., as Collateral Agent, and shall have received from each Credit Party either (i) in the case of any U.S. Borrower and any U.S. Subsidiary (other than an Immaterial Subsidiary), a counterpart of the U.S. Security Agreement duly executed and delivered on behalf of such U.S. Credit Party, (ii) in the case of any Canadian Credit Party, counterparts of the applicable Canadian Security Documents duly executed and delivered on behalf of such Canadian Credit Party, or (iii) in the case of any Person (other than an Immaterial Subsidiary) that becomes a Borrower, U.S. Subsidiary or Canadian Subsidiary after the Effective Date, supplements to the U.S. Security Agreement or the applicable Canadian Security Documents, as the case may be, in the form specified therein, duly executed and delivered on behalf of such Credit Party;

(b) all documents and instruments, including Uniform Commercial Code financing statements and financing statements or other filings under Canadian personal property security law, required by law or reasonably requested

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by either Security Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and perfect or record such Liens to the extent, and with the priority, required by the Security Documents, shall have been filed, registered or recorded or delivered to the Security Agents for filing, registration or recording;

(c) each Credit Party shall have obtained all consents and approvals required to be obtained by it in connection with the execution and delivery of all Security Documents to which it is a party, the performance of its obligations thereunder and the granting of the Liens granted by it thereunder; and

(d) each Credit Party shall have taken all other action required under the Security Documents to perfect, register and/or record the Liens granted by it thereunder.

“Combined Availability” on any day means the sum of (i) Reference Availability on such day and (ii) (A) the Borrowing Base on such day minus (B) the Outstanding Principal Amount on such day (for purposes of this definition, each of the preceding capitalized terms in this clause (ii) shall have the meaning ascribed to it in, and shall be determined in accordance with, the Effective Date Receivables Facility Documents; provided that if a Replacement Receivables Facility is then effective, each such capitalized term shall have the meaning ascribed to the comparable term in, and shall be determined in accordance with, the documents governing such Replacement Receivables Facility).

“Commitment” means a Canadian Commitment or a U.S. Commitment, and “Commitments” means all or any combination of the foregoing, as the context may require.

“Commitment Acceptance” has the meaning set forth in Section 2.22(a).

“Commitment Fee Rate” means a rate per annum determined in accordance with the Pricing Schedule.

“Commitment Schedule” means the Commitment Schedule attached hereto.

“Company” means Ryerson Inc., a Delaware corporation, and its successors.

“Company Letter of Credit Liabilities” means, for any Lender and at any time, such Lender’s Percentage of the sum of (i) the aggregate amount then owing by the Company in respect of amounts drawn under Letters of Credit issued on behalf of the Company and (ii) the aggregate amount then available for drawing under all Letters of Credit issued on behalf of the Company.

“Company Loan” means a Loan to the Company.

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“Company Outstandings” means at any time as to any Lender, the sum (without duplication) of (i) the aggregate principal amount of such Lender’s Company Loans plus (ii) such Lender’s Company Letter of Credit Liabilities plus (iii) in the case of the Swingline Lender, such Lender’s Company Swingline Loans plus (iv) in the case of any Lender other than the Swingline Lender, such Lender’s Company Swingline Exposure.

“Company Swingline Exposure” means, at any time, the aggregate outstanding principal amount of the Swingline Loans to the Company at such time. The Company Swingline Exposure of any Lender at any time will be (a) in the case of a U.S. Lender, such Lender’s Percentage of the total Company Swingline Exposure at such time and (b) in the case of a Canadian Lender, zero.

“Company Swingline Loan” means a Swingline Loan to the Company.

“Consolidated Capital Expenditures” means, for any period, the additions to property, plant, equipment and other capital expenditures of the Company and its Consolidated Subsidiaries that are (or would be) set forth in a consolidated statement of cash flows of the Company and its Consolidated Subsidiaries for such period prepared in accordance with GAAP.

“Consolidated EBITDA” means for any period: (a) Consolidated Net Income for such period plus (b) to the extent deducted in determining Consolidated Net Income for such period, without duplication, the aggregate amount of (i) Consolidated Interest Expense, (ii) income tax expense, (iii) depreciation and amortization expense, (iv) any extraordinary, unusual or non-recurring losses or fixed asset write-offs that were not paid in cash during such period and will not be paid in cash thereafter and (v) any non-cash recorded losses on the sale of fixed assets; and minus (c) to the extent included in determining Consolidated Net Income for such period, without duplication, the aggregate amount of (i) any extraordinary, unusual or non-recurring gains or fixed asset write-ups that were not received in cash during such period and will not be received in cash thereafter, including any gains recorded on the extinguishment of debt, (ii) any non-cash gains recorded on the sale of fixed assets, (iii) income tax credits and (iv) the income recorded of any other Person in which the Company or any of its Consolidated Subsidiaries has a minority interest, except to the extent any such income has actually been received by the Company or any of its Consolidated Subsidiaries in the form of cash dividends or cash distributions (it being understood that any such cash dividends or cash distributions received in such period shall be included in Consolidated EBITDA regardless of whether the related income of such other Person was included in the determination of Consolidated Net Income for such period or for a prior period).

“Consolidated Interest Expense” means, for any period, the interest expense of the Company and its Consolidated Subsidiaries determined on a consolidated basis for such period.

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“Consolidated Net Income” means, for any period, the net income of the Company and its Consolidated Subsidiaries determined on a consolidated basis for such period.

“Consolidated Rental Expense” means, for any period, the aggregate rental expense of the Company and its Consolidated Subsidiaries (excluding rental expense under capital leases) determined on a consolidated basis for such period.

“Consolidated Stockholders’ Equity” means, at any date, the consolidated stockholders’ equity of the Company and its Consolidated Subsidiaries determined as of such date (excluding any amount attributable to stock which is required to be redeemed or is redeemable at the option of the holder, if certain events or conditions occur or exist or otherwise); provided, however, that “stock which is required to be redeemed or is redeemable at the option of the holder” shall not include stock which is not required to be redeemed and is not redeemable except for tax withholding purposes pursuant to the terms of an employee benefit plan in which employees of the Company or any of its Subsidiaries participate.

“Consolidated Subsidiary” means, at any date, any Subsidiary of the Company or other entity, the accounts of which would be consolidated under GAAP with those of the Company in its consolidated financial statements as of such date.

“Controlled Group” means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Company, are treated as a single employer under Section 414 of the Code.

“Credit Event” means any Borrowing, the making of any Swingline Loan, any issuance of Bankers’ Acceptances or any issuance, or any extension of the expiration date, of a Letter of Credit hereunder.

“Credit Parties” means the Borrowers and the Guarantors.

“Debt” of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (d) the principal component of all obligations of such Person as lessee under capital leases, (e) all Debt of others secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person, (f) all capital stock of such Person which is required to be redeemed or is redeemable at the option of the holder if certain events or conditions occur or exist or otherwise; provided, however, that “stock which is required to be redeemed or is redeemable at the option of the holder”

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shall not include stock which is not required to be redeemed and is not redeemable except for tax withholding purposes pursuant to the terms of an employee benefit plan in which employees of the Company or any of its Subsidiaries participate, (g) the aggregate amount advanced by buyers or lenders with respect to all Receivables Facilities, net of repayments or recoveries through liquidation of the assets transferred pursuant to such Receivables Facilities or otherwise, (h) all contingent or non-contingent obligations of such Person to make loans or advances to any other Person or to reimburse any Lender or other Person in respect of amounts paid or to be paid under a letter of credit or similar instrument in connection with Debt described in clauses (a) through (f) above, and (i) all Debt of others Guaranteed by such Person.

“Default” means any condition or event which constitutes an Event of Default or which with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default.

“Derivative Contract” means, with respect to any Derivative Obligation, the related written agreement or document evidencing such Derivative Obligation.

“Derivative Obligations” of any Person means all obligations of such Person in respect of any rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of the foregoing transactions) or any combination of the foregoing transactions.

“Dilution Percentage” means, at any time:

(a) with respect to any U.S. Borrower, an amount (expressed as a percentage) equal to (i) the sum (without duplication) of all deductions, credit memos, returns, adjustments, allowances, bad-debt write-offs and other non-cash credits which are recorded (or should be recorded in the reasonable determination of any Security Agent) by all U.S. Credit Parties to reduce their accounts receivable, divided by (ii) the sum of aggregate gross billings of all U.S. Credit Parties, in each case for the 12 Fiscal Months then most recently ended;

(b) with respect to the Canadian Borrower, an amount (expressed as a percentage) equal to (i) the sum (without duplication) of all deductions, credit memos, returns, adjustments, allowances, bad-debt write-offs and other non-cash credits which are recorded (or should be recorded in the reasonable determination of either Security Agent) by all Canadian Credit Parties to reduce their accounts receivable, divided by the aggregate gross billings of all Canadian Credit Parties, in each case for the 12 Fiscal Months then most recently ended.

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“Dilution Reserve” of any Borrower at any time, means an amount equal to the product of (a) the Dilution Percentage for such Borrower at such time multiplied by (b) the Eligible Receivables of such Borrower at such time.

“Disclosed Matters” means the actions, suits, proceedings and other events disclosed on Schedule 4.05.

“Documentation Agent” means Bank of America, N.A., in its capacity as documentation agent for the Lenders.

“Dollar Amount” means, at any time:

(a) with respect to any Dollar-Denominated Loan, any Letter of Credit Liabilities and any other amount denominated in Dollars, the principal or face amount thereof then outstanding;

(b) with respect to any Bankers’ Acceptance, the face amount thereof, converted to Dollars in accordance with Section 2.18(a);

(c) with respect to any other Canadian Dollar Loans or Letter of Credit Liabilities denominated in Canadian Dollars, the principal or face amount thereof then outstanding, converted to Dollars in accordance with Section 2.18(a); and

(d) with respect to the Canadian Maximum Availability, the Canadian Borrower’s Borrowing Base and the Canadian Secured Derivative Obligations, the sum of (i) to the extent denominated in Canadian Dollars, the amount thereof converted to Dollars in accordance with Section 2.18(b) plus (ii) to the extent denominated in Dollars, the amount thereof.

“Dollar-Denominated Loan” means a Loan that is made in Dollars in accordance with the applicable Notice of Borrowing.

“Dollars” and the sign “$” mean the lawful currency of the United States.

“Effective Date” means the date on which each of the conditions specified in Section 3.01 is satisfied (or waived in accordance with Section 9.05).

“Effective Date Receivables Facility” means the Receivables Facility established pursuant to the Effective Date Receivables Facility Documents.

“Effective Date Receivables Facility Documents” means the Receivables Funding Agreement, the Receivables Sale Agreement and the Intercreditor Agreement.

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“Eligible Inventory” means, at any date of determination thereof, an amount equal to:

(a) with respect to any U.S. Borrower, the aggregate value (as reflected on the perpetual inventory system of the applicable Credit Party and consistent with the applicable Credit Party’s current and historical accounting practices) at such date of all Qualified Inventory owned by the U.S. Credit Parties and located in any jurisdiction in the United States of America as to which Qualified Inventory appropriate UCC financing statements have been filed (or delivered to any Security Agent for filing pursuant to Section 3.01(i)) naming such Credit Party as “debtor” and JPMorgan Chase Bank, N.A., as Collateral Agent, as “secured party”; and

(b) with respect to the Canadian Borrower, the aggregate value (as reflected on the perpetual inventory system of the applicable Credit Party and consistent with the applicable Credit Party’s current and historical accounting practices) at such date of all Qualified Inventory owned by the Canadian Credit Parties and located in any jurisdiction in Canada as to which Qualified Inventory appropriate personal property security filings have been made (or delivered to any Security Agent for filing pursuant to Section 3.01(i)),

in each case, adjusted on any date of determination to exclude, without duplication, unless otherwise approved in writing from time to time by each of the Security Agents (with a copy of such approval to each applicable Lender) in its sole discretion, the amount of Ineligible Inventory of the U.S. Credit Parties or the Canadian Credit Parties (as applicable) (calculated in accordance with the definition of Ineligible Inventory herein or in the revised definition of “Ineligible Inventory” then most recently furnished to the applicable Borrowers’ Agent by the Security Agents in writing), minus all Inventory Valuation Reserves with respect to the U.S. Credit Parties or the Canadian Credit Parties, as applicable.

“Eligible Receivables” means, at any date of determination thereof, an amount equal to:

(a) with respect to any U.S. Borrower, the aggregate value (determined on a basis consistent with GAAP and the Company’s current and historical accounting practices) of all Qualified Receivables of the U.S. Credit Parties at such date; and

(b) with respect to the Canadian Borrower, the aggregate value (determined on a basis consistent with GAAP and the Company’s current and historical accounting practices) of all Qualified Receivables of the Canadian Credit Parties at such date,

in each case net of, without duplication, (x) any amounts in respect of sales, excise or similar taxes included in such Receivables and (y) returns, discounts, claims, credits and allowances of any nature at any time issued, owing, granted, outstanding, available or claimed (calculated without duplication of (1) deductions taken pursuant to the exclusion of “Ineligible Receivables” as

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described below or (2) items included within the Dilution Reserve) and (z) the aggregate amount of all cash received in respect of Receivables (excluding, to the extent it can be traced as such, cash received and identifiable with respect to Ineligible Receivables) but not yet applied to reduce the amount of such Receivables, adjusted on any date of determination to exclude, without duplication, unless otherwise approved in writing from time to time by each of the Security Agents (with a copy of such approval to each applicable Lender) in its sole discretion, the amount of Ineligible Receivables of the U.S. Credit Parties or the Canadian Credit Parties (as applicable) (calculated in accordance with the definition of “Ineligible Receivables” herein or in the revised definition of “Ineligible Receivables” then most recently furnished to the applicable Borrowers’ Agent by the Security Agents in writing).

“Environmental Laws” means any and all federal, state, provincial, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating to the environment, the effect of the environment on human health or to emissions, discharges or releases of pollutants, contaminants, Hazardous Substances or wastes into the environment including, without limitation, ambient air, surface water, ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, Hazardous Substances or wastes or the clean-up or other remediation thereof.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“Euro-Dollar Loan” means (a) a Loan denominated in Dollars which bears interest calculated by reference to the Adjusted LIBO Rate pursuant to the applicable Notice of Borrowing or Notice of Interest Rate Election or (b) an overdue amount which was a Euro-Dollar Loan immediately before it became overdue.

“Euro-Dollar Margin” means a rate per annum determined in accordance with the Pricing Schedule; provided that if at any time an Event of Default shall have occurred and be continuing, the Euro-Dollar Margin shall mean the Euro-Dollar Margin that would, in the absence of an Event of Default, be otherwise applicable at such time plus 2%.

“Event of Default” has the meaning set forth in Section 6.01.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Existing Credit Agreement” has the meaning set forth in the first “Whereas” clause of this Agreement.

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“Existing Indenture” means the Indenture dated as of December 13, 2004, among the Company, Ryerson Procurement Corporation and The Bank of New York Trust Company, N.A., as trustee (as amended or modified prior to the Effective Date).

“Existing Lenders” has the meaning set forth in the first “Whereas” clause of this Agreement.

“Exposure” means, at any time as to any Lender, the aggregate of such Lender’s Commitments, if still in existence, or such Lender’s Outstandings, if its Commitments are no longer in existence.

“Federal Funds Rate” means, for any day, the rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that (i) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate quoted to the General Administrative Agent on such day on such transactions as determined by it.

“Fee Letters” means (i) the fee letter dated November 30, 2006 from J.P. Morgan Securities Inc. and JPMorgan Chase Bank, N.A. to (and countersigned by) the Company and (ii) the fee letter dated as of December 11, 2006 from General Electric Capital Corporation to (and countersigned by) the Company.

“Financial Officer” of any Person means the chief financial officer or treasurer of such Person (or, if such Person has no chief financial officer or treasurer, a comparable or more senior officer of such Person).

“Financing Documents” means this Agreement, the Notes, the Swingline Note, the Bankers’ Acceptances, the Acceptance Notes, the Security Documents and the Fee Letters.

“Financing Transactions” means the execution, delivery and performance by each Credit Party of the Financing Documents to which it is or it is to be a party, the borrowing of Loans and Swingline Loans, the use of the proceeds thereof and the issuance of Letters of Credit and Bankers’ Acceptances hereunder.

“Fiscal Month” means a fiscal month of the Company.

“Fiscal Quarter” means a fiscal quarter of the Company.

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“Fiscal Year” means a fiscal year of the Company.

“Fixed Charge Coverage Ratio” means, as of the close of business on the last day of any Fiscal Quarter, the ratio of (i) the sum of (A) Consolidated EBITDA, plus (B) Consolidated Rental Expense, less (C) Consolidated Capital Expenditures (net of (x) proceeds received by the Company and its Consolidated Subsidiaries from sales of plant, property and/or equipment during the relevant period in respect of which such Consolidated Capital Expenditures are calculated and (y) the amount of any Consolidated Capital Expenditures that are specifically financed with Debt other than Borrowings under this Credit Agreement or Short-Term Debt incurred during such relevant period, but only to the extent the aggregate amount of Consolidated Capital Expenditures net of such proceeds and such Debt financing is greater than zero), less (D) cash taxes actually paid by the Company and its Consolidated Subsidiaries, less (E) cash dividends or distributions paid by the Company on shares of capital stock of the Company to (ii) the sum of (A) principal amounts paid or payable (whether or not paid and whether at the stated maturity, by acceleration or by reason of optional prepayment or redemption or otherwise, but excluding (x) principal amounts paid with the proceeds of new Debt incurred in reliance on Section 5.05(h) or Section 5.05(l), (y) principal amounts paid with the proceeds of a new issuance by the Company of its equity interests (or a sale of its treasury stock) and (z) principal payments under a revolving credit facility (including this Agreement) and any Permitted Receivables Facility to the extent that such payment is not accompanied by a scheduled reduction or termination of commitments (including upon termination of such facility)) by the Company or any Consolidated Subsidiary in respect of Debt (excluding commercial paper and other Short-Term Debt) of the Company or its Consolidated Subsidiaries on a consolidated basis (it being understood that any principal amount paid or payable in respect of the 2011 Notes (a “2011 Note Payment Amount”) shall be included for purposes of calculating the amount described in this clause (A) only to the extent such 2011 Note Payment Amount exceeds the amount of the Note Availability Block in effect on the date such 2011 Note Payment Amount is paid or becomes payable), plus (B) Consolidated Interest Expense, plus (C) Consolidated Rental Expense, plus (D) to the extent not included in Consolidated Interest Expense, the interest or equivalent financing charges incurred with respect to any Permitted Receivables Facility, all calculated as of the end of each Fiscal Quarter for the period of four consecutive Fiscal Quarters then ended.

“Forecast” has the meaning set forth in Section 5.01(a)(viii).

“GAAP” means, at any time, generally accepted accounting principles as then in effect in the United States, applied on a basis consistent (except for changes with which the Company’s independent public accountants have concurred) with the most recent audited consolidated financial statements of the Company and its Subsidiaries theretofore delivered to the Lenders.

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“General Administrative Agent” means JPMorgan Chase Bank, N.A. in its capacity as administrative agent for the U.S. Lenders under the U.S. Facility and for all Lenders under this Agreement generally, and its successors in such capacity.

“Governmental Authority” means the government of the United States, Canada, any other nation or any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Group” means at any time:

(a) a group of Loans consisting of (i) all Loans of the same Class which are Base Rate Loans at such time, (ii) all Loans which are Canadian Prime Rate Loans at such time or (iii) all Euro-Dollar Loans of the same Class having the same Interest Period at such time; provided that, if a Loan of any particular Lender is converted to or made as a Base Rate Loan pursuant to Article 8, such Loan shall be included in the same Group or Groups of Loans from time to time as it would have been in if it had not been so converted or made (it being understood that references to a “Group of Loans” shall not include Swingline Loans); or

(b) a group of Bankers’ Acceptances issued on a single date and having the same BA Maturity Date.

“Guarantee” by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Debt or other obligation of any other Person in any manner, whether directly or indirectly, and including any obligation, direct or indirect, contingent or otherwise, of such guarantor (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (b) entered into for the purpose of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided that the term “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.

“Guarantors” means the Company and each Subsidiary Guarantor.

“Hazardous Substances” means any toxic, radioactive, caustic or otherwise hazardous substance (including petroleum, its derivatives, by-products and other hydrocarbons, or any substance having any constituent elements

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displaying any of the foregoing characteristics), any waste and any other substance which is classified as hazardous or toxic or which would require any clean-up or other remediation under any Environmental Law.

“Immaterial Subsidiary” means any Subsidiary of the Company which (on a consolidated basis together with its own Subsidiaries), for and as at the end of the most recent Fiscal Year for which financial statements are available at the date of determination, had consolidated assets with a book value of less than $100,000.

“Ineligible Inventory” means, with respect to any Credit Party at any date of determination, an amount equal to the sum of the following, without duplication:

(a) 100% of the Qualified Inventory Value of Qualified Inventory that is not subject to a perfected first priority Lien in favor of the Collateral Agent; or

(b) 100% of the Qualified Inventory Value of Qualified Inventory that consists of maintenance spare parts, stores supplies, cleaning mixtures and lubricants, as determined in accordance with the accounting policies of the Company to be classified as supplies; or

(c)(i) for any period prior to the Integration Date, (A) (1) with respect to any Credit Party (other than an Integris Credit Party (as defined in the Existing Credit Agreement)), 50% of the Qualified Inventory Value of Slow Moving Inventory and (2) 75% of the Qualified Inventory Value of Qualified Inventory that (x) is classified by the Company as non-stock Inventory and (y) on any date of determination, has not been sold or processed within the 180-day period preceding such date of determination and (B) with respect to any Integris Credit Party, 100% of the Qualified Inventory Value of Slow Moving Inventory and (ii) thereafter, with respect to any Credit Party, 50% of the Qualified Inventory Value of Slow Moving Inventory and (2) 75% of the Qualified Inventory Value of Qualified Inventory that (x) is classified by the Company as non-stock Inventory and (y) on any date of determination, has not been sold or processed within the 180-day period preceding such date of determination;

(d) 100% of the Qualified Inventory Value of (i) Qualified Inventory that is not located at property that is owned or leased by such Credit Party and is not in transit from property owned or leased by such Credit Party to another property owned or leased by such Credit Party and (ii) Qualified Inventory that is in transit from any Third-Party Location to property that is either owned or leased by such Credit Party; provided that the Qualified Inventory Value of Qualified Inventory located at or in transit to a Third-Party Location shall not be included in calculating “Ineligible Inventory” pursuant to this clause (d) on any date of determination if (x) the Qualified Inventory Value of such Qualified Inventory on such date of determination (as reflected on the perpetual inventory system of such Credit Party and consistent with such Credit Party’s current and historical

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accounting practices) is greater than $150,000, (y) such Credit Party or the applicable Borrowers’ Agent shall have delivered to the Security Agents a Collateral Access Agreement with respect to such Third-Party Location and (z) the aggregate number of Third-Party Locations designated by the applicable Borrowers’ Agent as eligible locations in respect of which Qualified Inventory shall be excluded from “Ineligible Inventory” in reliance on this clause (d) does not exceed 60 on such date of determination; and provided further that the Qualified Inventory Value of Qualified Inventory that is in transit from property that is either owned or leased by such Credit Party to another property that is either owned or leased by a Credit Party shall not be included in calculating “Ineligible Inventory” pursuant to this clause (d); or

(e) 100% of the Qualified Inventory Value of Qualified Inventory that (i) in the case of a U.S. Credit Party, is not located in the United States, or is in transit to or from a location outside the United States or (ii) in the case of a Canadian Credit Party, is not located in Canada, or is in transit to or from a location outside Canada; or

(f) 100% of the Qualified Inventory Value of Qualified Inventory considered non-conforming, which shall mean, on any date, all inventory classified as “non-prime”, “scrap” or other “off-spec” such as non-conforming (“NCR”), seconds or thirds, damaged, defective, discontinued, rejects, obsolete, unmerchantable, not in good condition, marked “return to vendor” or otherwise unsaleable in the ordinary course of business; or

(g) 100% of the Qualified Inventory Value of Qualified Inventory that does not otherwise conform to the representations and warranties contained in the Financing Documents; or

(h) 100% of the Qualified Inventory Value of Qualified Inventory located on the premises of joint ventures, unless (i) a joint venture agreement reasonably acceptable to each of the Security Agents has been executed and (ii) such Qualified Inventory is reasonably acceptable to each of the Security Agents; or

(i) 100% of the Qualified Inventory Value of Qualified Inventory that is subject to a negotiable document of title (as defined in the Uniform Commercial Code as in effect from time to time in the State of New York); or

(j) the Qualified Inventory Value of Qualified Inventory to the extent such Qualified Inventory Value includes tolling costs or processing costs incurred by such Credit Party for processing customer-owned Inventory; or

(k) the Qualified Inventory Value of Qualified Inventory to the extent such Qualified Inventory Value includes prepaid Inventory or relates to advance payments made to vendors for merchandise not yet received; or

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(l) without duplication of any calculation pursuant to clause (d) of the definition of Inventory Valuation Reserves, the Qualified Inventory Value of Qualified Inventory that is subject to vendor credits representing price allowances, rebates and credits that have been allocated by such Credit Party to reduce Inventory costs, to the extent of such credits; or

(m) 50% of the Qualified Inventory Value of Shorts Inventory; or

(n) the Qualified Inventory Value of such other Qualified Inventory as may be deemed ineligible by the Security Agents from time to time in the reasonable exercise of their discretion.

“Ineligible Receivables” means, with respect to any Credit Party at any date of determination, an amount equal to the aggregate value of all Qualified Receivables described in one or more of the following clauses, without duplication:

(a) Qualified Receivables to which such Credit Party does not have sole lawful and absolute title; or

(b) Qualified Receivables that arise out of a sale made by such Credit Party to an employee, officer, director or Affiliate of any Credit Party; or

(c) Qualified Receivables in respect of which the Account Debtor (i) is a creditor of such Credit Party, (ii) has or has asserted a right of set-off against such Credit Party, including co-op advertising (unless such Account Debtor has entered into a written agreement reasonably acceptable to the Security Agents to waive such set-off rights) or (iii) has disputed its liability (whether by chargeback or otherwise) or made any claim with respect to such Qualified Receivables or any other Qualified Receivables which has not been resolved, in each case to the extent of the amount owed by such Credit Party to the Account Debtor, the amount of such actual or asserted right of set-off, or the amount of such dispute or claim, as the case may be; or

(d) Qualified Receivables from Account Debtors whose credit standing is not reasonably satisfactory to the Security Agents, including, without limitation, bankrupt or insolvent Account Debtors; or

(e)(i) in the case of Qualified Receivables of U.S. Credit Parties, Qualified Receivables that are not payable in Dollars, or Qualified Receivables in respect of which the Account Debtor either (x) is not incorporated or organized under the laws of the United States, any state thereof or the District of Columbia or the laws of Canada or any province or territory thereof, (y) is located outside the United States and Canada or (z) has its principal place of business or substantially all of its assets outside the United States and Canada, other than Qualified Receivables covered under a letter of credit or bankers’ acceptance on terms acceptable to the Security Agents (it being understood that no

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representation or certification by a Credit Party as to the matters described in the foregoing clauses (y) or (z) shall be deemed to be false or misleading in any material respect so long as the relevant Credit Party has exercised its customary care in making any determination as to the matters described in such clauses); or (ii) in the case of Qualified Receivables of Canadian Credit Parties, such Qualified Receivable is not payable in Canadian Dollars or Dollars or the Account Debtor either (x) is not incorporated under the laws of Canada, any province or territory thereof, or the laws of the United States of America, any state thereof or the District of Columbia or (y) is located outside Canada and the United States of America or (z) has its principal place of business (or domicile for the purposes of the Quebec Civil Code) or substantially all of its assets outside Canada and the United States of America, other than Qualified Receivables covered under a letter of credit or bankers’ acceptance on terms acceptable to the Security Agents (it being understood that no representation or certification by a Credit Party as to the matters described in the foregoing clauses (y) or (z) shall be deemed to be false or misleading in any material respect so long as the relevant Credit Party has exercised its customary care in making any determination as to the matters described in such clauses); or

(f)(i) Qualified Receivables resulting from sales that are guaranteed sales, sale-and-returns, ship-and-returns or sales on approval, (ii) Qualified Receivables that are sold on terms in excess of 90 days or (iii) Qualified Receivables in respect of sales in which title to the related Inventory (which has been delivered to the applicable Account Debtors) has not passed to the applicable Account Debtors; or

(g) Qualified Receivables in respect of goods that have not been shipped and title to which has not passed to the applicable Account Debtors, or Qualified Receivables that represent Progress-Billings or otherwise do not represent completed sales. For purposes hereof, a Receivable represents a “Progress-Billing” if, and to the extent that, the Account Debtor’s obligation to pay the invoice giving rise to such Receivable is conditioned upon such Credit Party’s completion of any further performance under the contract or agreement; or

(h) Qualified Receivables that do not comply in all material respects with the requirements of all applicable laws and regulations, whether federal, state, provincial or local including without limitation the Federal Consumer Credit Protection Act and the Federal Truth in Lending Act; or

(i) Qualified Receivables that are unpaid more than (i) 60 days from the original due date or (ii) 90 days from the original date of invoice; or

(j) Qualified Receivables that are not paid in full and for which such Credit Party creates new receivables for the unpaid portion of such Receivables, including without limitation chargebacks, debit memos and other adjustments for unauthorized deductions; or

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(k) all Qualified Receivables with respect to a single Account Debtor if 50% or greater in aggregate face amount of the Qualified Receivables of such Account Debtor are ineligible pursuant to clause (i) above (it being understood that in determining the aggregate amount of Qualified Receivables from a single Account Debtor that are unpaid more than 60 days from the due date or more than 90 days from the original date of invoice, there shall be excluded the amount of any net credit balances relating to the Qualified Receivables of such Account Debtor which are more than 60 days from the due date or 90 days from the original date of invoice); or

(l) Qualified Receivables that (i) are not subject to a valid and perfected first priority Lien in favor of the Collateral Agent for the benefit of the Lenders, subject to no other Liens other than Liens permitted under Section 5.12 or (ii) do not otherwise conform to the representations and warranties contained in the Financing Documents relating to Receivables; or

(m) Qualified Receivables for which a check, promissory note, draft, trade acceptance or other instrument for the payment of money has been received as payment for all or any part of such Qualified Receivables, presented for payment and returned uncollected for any reason; or

(n) Qualified Receivables that have been written off the books of such Credit Party or have otherwise been designated as uncollectible; or

(o)(i) Qualified Receivables that are non-trade Receivables or notes receivable, (ii) Qualified Receivables that are subject to any adverse security deposit, retainage or other similar advance made by or for the benefit of the applicable Account Debtors, (iii) Qualified Receivables that represent or relate to payments of interest, or (iv) Qualified Receivables that are subject to off-set from customer overpayments, in each case to the extent thereof; or

(p) Qualified Receivables in respect of which the Account Debtor is the United States of America or Canada or any department, agency or instrumentality thereof, unless: (i) in the case of a Credit Party holding a Qualified Receivable in respect of which the Account Debtor is the United States of America or any department, agency or instrumentality thereof, such Credit Party duly assigns its rights to payment of such Qualified Receivables to the Collateral Agent pursuant to the Assignment of Claims Act of 1940, as amended, which assignment and related documents and filings shall be in form and substance reasonably satisfactory to the Security Agents or (ii) in the case of a Credit Party holding a Qualified Receivable in respect of which the Account Debtor is Canada or any department, agency or instrumentality thereof, the provision of the Financial Administration Act (Canada) or similar provincial or territorial legislation or municipal ordinance of similar purpose has been complied with; or

(q) Qualified Receivables that are subject to a cash rebate, to the extent of the amount of such cash rebate that is accrued and unpaid; or

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(r) Qualified Receivables due from any Account Debtor if the aggregate value of Qualified Receivables due from such Account Debtor, plus the aggregate value of Qualified Receivables of such Account Debtor Affiliates (in each case, which Qualified Receivables would otherwise be Eligible Receivables), exceeds 10% of the total amount of Eligible Receivables at the time of any determination, to the extent of such excess over such limits; or

(s) such other Qualified Receivables as may be deemed ineligible by the Security Agents from time to time in the reasonable exercise of their discretion.

“Information Memorandum” means the Confidential Information Memorandum dated November 2006 relating to the Borrowers and the Financing Transactions.

“Initial Effective Date” means January 5, 2005.

“Integration Date” means the date on which the Company shall have notified the General Administrative Agent that it has completed the integration of the accounting and other related systems of the Integris Credit Parties (as defined in the Existing Credit Agreement) with the accounting and other related systems of the Company and its other Subsidiaries.

“Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of January 26, 2007, by and among J.P. Morgan Chase Bank, N.A., as receivables collateral agent, J.P. Morgan Chase Bank, N.A., as lenders’ agent, Ryerson Funding LLC, as receivables borrower, and each of the other persons from time to time party thereto as originators.

“Interest Period” means, with respect to each Euro-Dollar Loan, the period commencing on the date of borrowing specified in the applicable Notice of Borrowing or on the date specified in the applicable Notice of Interest Rate Election and ending 1, 2, 3 or 6 months thereafter, as the applicable Borrowers’ Agent may elect in the applicable notice, provided that:

(a) any Interest Period which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(b) any Interest Period which begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clause (c) below, end on the last Business Day of a calendar month; and

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(c) no Interest Period may end after the Termination Date.

“Inventory” has the meaning set forth in Article 9 of the Uniform Commercial Code as in effect from time to time in the State of New York.

“Inventory Reserves” means, with respect to any Borrower, an amount equal to the sum of (i) “landlord reserves,” calculated (x) in the case of a U.S. Borrower, as four months’ rent expense for each U.S. Credit Party’s leased facilities at which Eligible Inventory is located for which Collateral Access Agreements have not been obtained and (y) in case of the Canadian Borrower, as four months’ rent expense for each Canadian Credit Party’s leased facilities at which Eligible Inventory is located for which Collateral Access Agreements have not been obtained, (ii) “third party liability reserves,” calculated as any liability owed to any Outside Processor, customer, vendor or Third-Party Warehouseman holding Eligible Inventory, not to exceed, for any location, the amount of the Eligible Inventory balance at such location, and (iii) such other reserves as may be deemed appropriate by the Security Agents from time to time in the reasonable exercise of their discretion.

“Inventory Valuation Reserves” means an amount equal to the sum of the following:

(a) a purchase price variance reserve, calculated as the aggregate of the most current four months’ purchase price variance, as recorded on the Company’s income statements’ variance reports; provided that such aggregate amount represents a favorable purchase price variance (i.e. where the Qualified Inventory Value exceeds the actual cost of such Inventory);

(b) a revaluation reserve, based on a rolling three-month inventory turnover, calculated on any date of determination as the aggregate of either (i) revaluation variances for a four-month period (ending one month before the then most recently ended month) to the extent inventory turnover is 3.5 times or less per year or (ii) revaluation variances for a three-month period (ending one month before the then most recently ended month) to the extent inventory turnover is greater than 3.5 times per year; provided that such aggregate amount represents a favorable revaluation variance (i.e. where the current Qualified Inventory Value exceeds the previously determined Qualified Inventory Value);

(c) a conversion cost reserve calculated as the amount by which (i) the sum of the most current four months’ reclass variance exceeds (ii) 5% of Qualified Inventory Value at such date of determination;

(d) a vendor discount reserve, equal to the product of (i) vendor discounts earned, expressed as a percentage of cost of sales during the most current two year period, multiplied by (ii) Qualified Inventory Value at such date of determination;

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(e) with respect to the Integris Credit Parties, a lower of cost or market reserve for Inventory that is sold, or valued by the relevant Integris Credit Party or as deemed appropriate by the Security Agents in their sole discretion, for less than the actual cost to produce or acquire;

(f) with respect to the Integris Credit Parties, a reserve for estimated scrap losses related to custom plates in an amount determined in a manner consistent with the relevant Integris Credit Party’s past accounting practices; and

(g) such other reserves as may reasonably be deemed appropriate by the Security Agents from time to time.

“Investment” means any investment in any Person, whether by means of share purchase, capital contribution, loan or other extension of credit, time deposit or otherwise; provided that (a) the term “Investment” shall not include accounts receivable resulting from the sale of goods or provision of services in the ordinary course of business that either (i) are not outstanding for more than 90 days after the date of the original invoice therefor or (ii) remain outstanding for more than 90 days after the date of the original invoice therefor only because of good faith disputes with respect to product claims and/or inconsistent or missing documentation and (b) the amount of Investments at any time which constitute Debt, an account receivable or other obligation shall be the outstanding amount thereof at such time.

“Issuance Request” has the meaning set forth in Section 2.20(b).

“Issuing Lender” means a U.S. Issuing Lender or a Canadian Issuing Lender.

“JTR” means Joseph T. Ryerson & Son, Inc., a Delaware corporation, and its successors.

“LC Disbursement” means a payment made by an Issuing Lender in respect of a drawing under a Letter of Credit issued by it.

“Lender” means a Canadian Lender or a U.S. Lender.

“Lender Affiliate” means, with respect to any Lender, (a) an Affiliate of such Lender or (b) any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by (i) such Lender or (ii) an Affiliate of such Lender or (iii) an entity or Affiliate of an entity that administers or manages such Lender. As used in this definition (and for purposes of Section 1.04, (x) “Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with such specified Person and (y) “Control” means

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possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise (and “Controlled” and “Controlling” have meanings correlative thereto).

“Lender Party” means any Agent, Issuing Lender or Lender.

“Letter of Credit” means a U.S. Letter of Credit or a Canadian Letter of Credit.

“Letter of Credit Liabilities” means, for any Lender at any time, the sum of such Lender’s Canadian Letter of Credit Liabilities at such time and such Lender’s U.S. Letter of Credit Liabilities at such time.

“LIBO Rate” means, with respect to any Interest Period for any Euro-Dollar Loan, the rate appearing on Page 3750 of the Telerate Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the General Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to Dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days before the beginning of such Interest Period, as the rate for Dollar deposits with a maturity comparable to such Interest Period. If such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Interest Period shall be the rate at which Dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the General Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days before the beginning of such Interest Period.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, hypothecation, charge, security interest, title retention lien or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, a Person shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

“Loans” means the U.S. Loans and the Canadian Loans; provided that if any such loan or loans (or portions thereof) are combined or subdivided pursuant to a Notice of Interest Rate Election or Notice of Rollover/Conversion, the term “Loan” shall refer to the combined principal amount resulting from such combination or to each of the separate principal amounts resulting from such subdivision, as the case may be. The term “Loan” does not include Swingline Loans.

“Mark-to-Market Value” has the meaning set forth in the U.S. Security Agreement or the Canadian Security Agreement, as applicable.

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“Material Adverse Effect” means a material adverse effect on (a) the business, condition (financial or otherwise), operations, properties or liabilities of the Company and its Consolidated Subsidiaries taken as a whole, (b) the ability of any Credit Party to perform its obligations under the Financing Documents or (c) the rights and remedies of the Agents or the Lenders under the Financing Documents.

“Material Event Notice” means any notice required to be delivered by the Company pursuant to Section 5.01(a)(vi).

“Maximum Availability” means, as the context may require, the U.S. Maximum Availability or the Canadian Maximum Availability.

“Moody’s” means Moody’s Investors Service, Inc.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Net Recovery Rate” means, at any time:

(a) with respect to a U.S. Borrower, the quotient (expressed as a percentage) of (i) the net liquidation value of all Inventory owned by the U.S. Credit Parties divided by (ii) the gross inventory cost of such Inventory; and

(b) with respect to the Canadian Borrower, the quotient (expressed as a percentage) of (i) the net liquidation value of all Inventory owned by the Canadian Credit Parties divided by (ii) the gross inventory cost of such Inventory carried on the perpetual inventory records of the Canadian Credit Parties;

in each case as determined on the basis of the then most recently conducted inventory appraisal performed by an independent inventory appraisal firm mutually satisfactory to the Security Agents

“Non-U.S. Subsidiary” means a Subsidiary of the Company (which may be a corporation, limited liability company, partnership or other legal entity) organized under the laws of a jurisdiction outside the United States and conducting substantially all its operations outside the United States.

“Note Availability Block” means an amount calculated at any time as follows: (i) at all times prior to the date that is six months prior to the maturity date of the 2011 Notes (the “Note Maturity Date”), the Note Availability Block shall be equal to $0, (ii) on the date that is six months prior to the Note Maturity Date, the Note Availability Block shall, subject to the following proviso, be increased from $0 to $75,000,000 and (iii) on the date that is three months prior to the Note Maturity Date, the Note Availability Block shall, subject to the following

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proviso, be increased by an additional $75,000,000 to $150,000,000 (each increase in the Note Availability Block described in clauses (ii) and (iii) above, a “Note Availability Block Increase”); provided that on any date when the Company repurchases, redeems or repays any of the 2011 Notes (or deposits funds therefor with the trustee for the 2011 Notes) (the aggregate principal amount of 2011 Notes repurchased, redeemed or repaid on any such date, the “Repurchased Amount”), (1) the aggregate amount of the Note Availability Block Increases in effect on such date (as of any date, such aggregate amount, the “Accrued Reserve Amount”) shall be permanently reduced by the lesser of the Repurchased Amount and the Accrued Reserve Amount and (2) to the extent that the Repurchased Amount exceeds the Accrued Reserve Amount (such excess, the “Excess Amount”), the Excess Amount shall be applied to reduce the subsequent Note Availability Block Increase(s) (if any) on a pro rata basis. For the avoidance of doubt, the Note Availability Block shall on any date be equal to the sum of (X) the aggregate amount of the Note Availability Block Increases pursuant to clauses (ii) and (iii) of the preceding sentence minus (Y) the aggregate amount of the reductions pursuant to clauses (1) and (2) of the proviso of the preceding sentence. Notwithstanding the foregoing, at all times from and after the date when all of the 2011 Notes have been repurchased, redeemed or repaid (or the funds therefor have been deposited with the trustee for the 2011 Notes), the Note Availability Block shall be $0.

“Notes” means promissory notes of a Borrower, substantially in the form of Exhibit A hereto (or such other form as shall be agreed between the applicable Lender, the applicable Administrative Agent and the applicable Borrower), evidencing the obligation of such Borrower to repay the Loans made to it, and “Note” means any one of such promissory notes issued hereunder.

“Notice of Borrowing” has the meaning set forth in Section 2.02.

“Notice of Interest Rate Election” has the meaning set forth in Section 2.11(a).

“Notice of Rollover/Conversion” has the meaning set forth in Section 2.03(b)(x).

“Notice of Swingline Borrowing” has the meaning set forth in Section 2.19(b).

“Notice of Utilization” means a Notice of Borrowing, Notice of Rollover/Conversion or an Issuance Request.

“Other Taxes” has the meaning set forth in Section 8.04(a).

“Outside Processor” means any Person that provides processing services with respect to Qualified Inventory owned by a Credit Party and on whose premises Qualified Inventory is located, which premises are neither owned nor leased by a Credit Party.

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“Outstandings” means, with respect to any Lender, the sum of (a) such Lender’s U.S. Outstandings and (b) such Lender’s Canadian Outstandings.

“Parent” means, with respect to any Lender, any Person controlling such Lender.

“Participant” has the meaning set forth in Section 9.07(c).

“Participating Lender” means (a) with respect to each U.S. Letter of Credit, each U.S. Lender and (b) with respect to each Canadian Letter of Credit, each Canadian Lender.

“Payment Office” means the office or account of the applicable Administrative Agent at or to which payments hereunder are to be made, which shall be (a) in the case of payments in Dollars with respect to the U.S. Facility, the office of the General Administrative Agent in New York City referred to in Section 9.01 and (b) in the case of payments in Canadian Dollars or in Dollars with respect to the Canadian Facility, the office of the Canadian Administrative Agent in Toronto, Ontario referred to in Section 9.01.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Percentage” means, with respect to (a) any U.S. Lender at any time, the percentage that such U.S. Lender’s U.S. Commitment constitutes of the aggregate amount of the U.S. Commitments at such time and (b) any Canadian Lender at any time, the percentage that such Canadian Lender’s Canadian Commitment constitutes of the aggregate amount of Canadian Commitments at such time.

“Perfection Certificate” means a U.S. Perfection Certificate or a Canadian Perfection Certificate.

“Permitted Bonds” means: the unsecured convertible bonds in an aggregate amount of $175,000,000, issued by the Company on November 10, 2004 and November 23, 2004 pursuant to an Indenture, dated as of November 10, 2004, among the Company, Ryerson Tull Procurement Corporation as subsidiary guarantor and The Bank of New York Trust Company, N.A.

“Permitted Investments” means any of the following:

(a) any investment in direct obligations of the United States of America or any agency thereof or, in the case of a Canadian Subsidiary of the Company, Canada or any agency thereof;

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(b) investments in time deposit accounts, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by (i) any Lender or a bank or trust company which is organized under the laws of the United States of America, Canada, any State, province or territory thereof or any other 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 $500,000,000 (or the foreign currency equivalent thereof) and whose long-term debt 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 Exchange Act) or (ii) any money market fund sponsored by a registered broker dealer or mutual fund distributor;

(c) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (a) above entered into with a Lender or a bank meeting the qualifications described in clause (b) above;

(d) investments in commercial paper, maturing not more than 90 days after the date of acquisition, issued by a corporation (other than an Affiliate of the Company) organized and in existence under the laws of the United States of America, Canada or any foreign country recognized by the United States of America, which commercial paper has a rating at any time as of which any investment therein is made of “P-1” (or higher) by Moody’s or “A-1” (or higher) by S&P;

(e) investments in securities with maturities of six months or less from the date of acquisition issued or fully guaranteed by the United States of America or any state, commonwealth or territory of the United States of America or, in the case of a Canadian Subsidiary of the Company, Canada or any province or territory of Canada, or, in each case by any political subdivision or taxing authority thereof, and rated at least “A” by S&P or “A” by Moody’s; and

(f) overnight investments with banks rated “B” or better by Fitch, Inc.

“Permitted Receivables Facility” means the Effective Date Receivables Facility and any Replacement Receivables Facility.

“Person” means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Plan” means at any time an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code and is either (i) maintained by a member of a Controlled Group for employees of a member of the Controlled Group or (ii) maintained pursuant to a collective bargaining agreement or any other arrangement under which more than one employer makes contributions and to which a member of a Controlled Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions.

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“Pricing Schedule” means the Pricing Schedule attached hereto.

“Prime Rate” means, for any day, the rate of interest per annum then most recently announced by JPMorgan Chase Bank, N.A. in New York City as its prime rate. Each change in the Prime Rate will be effective for purposes hereof from and including the date such change is publicly announced as being effective.

“Priority Payables Reserve” means, the sum of (a) at any time, the full amount of the liabilities at such time which have a trust imposed to provide for payment thereof or a security interest, lien or charge, ranking or capable of ranking, in each case, senior to or pari passu with the Transaction Liens under Canadian federal, provincial, county, municipal, or local law with respect to claims for goods and services taxes, sales tax, income tax and other employee source deductions, workers’ compensation obligations, vacation pay or pension fund obligations plus (b) an amount equal to 5% of Eligible Inventory of the Canadian Borrower.

“Qualified Inventory” means, with respect to any Credit Party, all Inventory that is owned solely by such Credit Party and as to which such Credit Party has good, valid and marketable and (subject to the immediately succeeding sentence) unencumbered title; provided that no Inventory acquired in connection with a Business Acquisition shall be considered for inclusion as Qualified Inventory until the Acquired Inventory Eligibility Requirement with respect to such Inventory shall have been satisfied. For the avoidance of doubt, “Qualified Inventory” (a) excludes Inventory in which any Person other than the owner Credit Party has (or is indicated in the related purchase order or invoice as having) any direct or indirect ownership, interest or title and (b) excludes Inventory that is subject to any Lien other than subordinated Liens permitted pursuant to Section 5.12.

“Qualified Inventory Value” means (a) at any date of determination on or before the Integration Date, (i) with respect to any Credit Party (other than the Integris Credit Parties), the value of such Credit Party’s Qualified Inventory as reported in accordance with such Credit Party’s perpetual inventory system, at current market or replacement cost and consistent with such Credit Party’s current and historical accounting practices and (ii) with respect to any Integris Credit Party, the moving actual average cost of such Credit Party’s Qualified Inventory as carried on the perpetual inventory records of such Credit Party determined in accordance with such Credit Party’s current and historical accounting practices, and (b) thereafter, with respect to any Credit Party, the value of such Credit Party’s Qualified Inventory as reported in accordance with such Credit Party’s perpetual inventory system, at current market or replacement cost.

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“Qualified Receivables” means, with respect to any Credit Party, all Receivables that are directly created by such Credit Party in the ordinary course of business arising out of the sale of goods or rendition of services by such Credit Party; provided that no Receivables acquired in connection with a Business Acquisition shall be considered for inclusion as Qualified Receivables until the Acquired Receivables Eligibility Requirement with respect to such Receivables shall have been satisfied.

“Quarterly Dates” means the last day of each Fiscal Quarter ending in March, June, September and December.

“Receivables” means any account or payment intangible (each as defined in the Uniform Commercial Code as in effect from time to time in the State of New York) and any other right, title or interest which, in accordance with GAAP, would be included in receivables on a consolidated balance sheet of the Company.

“Receivables Facility” means any receivables securitization program or other type of accounts receivable financing transaction by the Company or any of its U.S. Subsidiaries.

“Receivables Facility Termination Date” means the first date on which the Permitted Receivables Facility in effect immediately prior thereto shall have terminated and not been simultaneously replaced with a Replacement Receivables Facility.

“Receivables Funding Agreement” means that certain Receivables Funding and Administration Agreement, dated as of January 26, 2007, by and among Ryerson Funding LLC, as borrower, the persons from time to time party thereto as lenders, the persons from time to time party thereto as group agents, General Electric Capital Corporation, as structuring agent and J.P. Morgan Chase Bank, N.A., as administrative agent.

“Receivables Sale Agreement” means that certain Receivables Sale and Servicing Agreement, dated as of January 26, 2007, by and among the persons from time to time party thereto as originators, Ryerson Funding LLC, as buyer, Joseph T. Ryerson & Son, Inc., as servicer and Ryerson Inc., as parent.

“Reference Availability” on any day is an amount equal to the lesser of (i) Average Availability as determined on such day and (ii) end of day Total Facility Availability calculated as of the immediately preceding Business Day.

“Register” has the meaning set forth in Section 2.05(a).

“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Related U.S. Lender” has the meaning set forth in Section 1.04.

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“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Replacement Receivables Facility” has the meaning set forth in Section 6.01(m).

“Required Financial Statements” means the financial statements required to be delivered by the Company pursuant to Section 5.01(a).

“Required Lenders” means at any time Lenders having a majority of the Total Exposures at such time.

“Responsible Officer” means, with respect to the Company or any other Borrower, such Person’s Chairman of the Board, Chief Executive Officer, President, Vice President-Finance, Chief Financial Officer, Treasurer, Assistant Treasurer or Controller or any other individual designated as a Responsible Officer of such Person for purposes of this Agreement by any two of the foregoing Responsible Officers of such Person and notified to the General Administrative Agent and each Lender.

“Restricted Debt Repurchase” means any repurchase, redemption or repayment of the 2011 Notes prior to the maturity date thereof, any other voluntary repurchase, redemption or repayment of Debt (other than the Loans and the Swingline Loans), or any payment of the cash settlement price of Debt upon the exercise by a holder thereof of the right to demand such cash settlement; provided that any such repurchase, redemption, repayment or cash settlement of the 2011 Notes and/or the Permitted Bonds made with the proceeds of (x) any new Debt permitted by Section 5.05(h) or Section 5.05(l) or (y) the issuance by the Company of its equity interests (or the sale of its treasury stock) shall not be considered to be a Restricted Debt Repurchase.

“Restricted Equity Repurchase” means any payment or incurrence of an obligation by the Company or any of its Subsidiaries (including, without limitation, under a Synthetic Purchase Agreement) on account of the purchase, redemption, retirement, acquisition, cancellation or termination of (i) any shares of capital stock of the Company or any of its Subsidiaries (except shares of any Subsidiary of the Company held by the Company or any of its Subsidiaries) or (ii) any option, warrant or other right to acquire shares of capital stock of the Company or any of its Subsidiaries (except for any such option, warrant or other right held by the Company or any of its Subsidiaries); provided, however, that notwithstanding the foregoing, the following shall not be deemed Restricted Equity Repurchases: (x) payments made and obligations incurred in an aggregate amount not greater than $15,000,000 in any twelve month period on account of purchases, redemptions, retirements or acquisitions described in this definition of stock, options, warrants or other such rights held by or issued in connection with an employee benefit plan in which employees of the Company or any Subsidiary

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of the Company participate and (y) in addition to such payments and obligations described in clause (x), any such purchase, redemption, retirement, acquisition, option, warrant or other rights with respect to capital stock of the Company or any of its Subsidiaries issued after the date hereof in an aggregate amount not to exceed $5,000,000 from and after the Effective Date.

“Restricted Investment” means any Investment (other than a Business Acquisition) by the Company or any of its Subsidiaries in any Affiliate; provided that:

(i) for purposes of this definition, each of the following shall constitute a separate Restricted Investment: (a) a Guarantee by the Company or a Subsidiary of the Company of Debt of an Affiliate, (b) any increase in the amount of Debt of an Affiliate Guaranteed by the Company or a Subsidiary of the Company or (c) any failure by an Affiliate to pay interest accrued on a Restricted Investment held by the Company or a Subsidiary of the Company within 190 days after such interest accrues. In the case of any such Guarantee, the amount of the Restricted Investment shall (x) be deemed to be the principal amount of the Debt Guaranteed plus any interest Guaranteed and not paid within 190 days after it accrues and (y) shall be reduced to the extent that the principal amount of the Debt Guaranteed is reduced by the relevant Affiliate;

(ii) the term “Restricted Investment” shall also include any forgiveness, in whole or in part, of any loan, advance or other obligation owed to the Company or any of its Subsidiaries by an Affiliate; and

(iii) the term “Restricted Investment” shall not include (x) any Investment by the Company or any of its Subsidiaries in any Credit Party or (y) any Investment by the Company in a Special Purpose Receivables Subsidiary.

“Restricted Payment” means:

(i) any dividend or other distribution on any shares of capital stock of the Company, including without limitation any distribution upon any partial or total liquidation or dissolution, except dividends payable solely in shares of the Company’s common stock, or

(ii) Restricted Equity Repurchases;

provided, however, that notwithstanding the foregoing, the following shall not be deemed Restricted Payments: dividends on any shares of common or preferred stock of the Company, payable in cash in an aggregate amount not to exceed $10,000,000, in the case of common stock and $200,000, in the case of preferred stock, in each case in any Fiscal Year.

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“Reuters Screen CDOR Page” means the display designated as page CDOR on the Reuters Monitor Money Rates Service or other page as may, from time to time, replace that page on that service for the purpose of displaying bid quotations for bankers’ acceptances accepted by leading Canadian banks.

“Revolving Credit Period” means the period from and including the Effective Date to but excluding the Termination Date.

“RT LLC” means Ryerson Tull Receivables, LLC, a Delaware limited liability company.

“Ryerson Canada” means Ryerson Canada, Inc., a corporation organized under the laws of Canada.

“S&P” means Standard & Poor’s Ratings Services.

“Schedule I Bank” means any Lender named on Schedule I to the Bank Act (Canada).

“Schedule I Reference Bank” means Bank of Montreal.

“Schedule II Bank” means any Lender named on Schedule II to the Bank Act (Canada).

“Schedule II/III Reference Banks” means JPMorgan Chase Bank, National Association, Toronto Branch.

“Schedule III Bank” means any “authorized foreign bank” named on Schedule III to the Bank Act (Canada).

“SEC” means the U.S. Securities and Exchange Commission.

“Security Agents” means the Collateral Agent and the Co-Collateral Agent.

“Security Documents” means the U.S. Security Agreement, the Intercreditor Agreement, the Canadian Security Documents and each other security agreement, instrument or document executed and delivered hereunder or thereunder to secure obligations of any Credit Party under any Financing Document.

“Shorts Inventory” means, with respect to any Credit Party, Qualified Inventory classified by such Credit Party as partial Inventory pieces, on the basis that the Inventory has been cut below sales lengths customary for such Credit Party’s Qualified Inventory.

“Short-Term Debt” means any Loans, any Swingline Loans and any other Debt that matures within one year after the date of incurrence of such Debt.

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“Significant Subsidiary” of any Person means any Subsidiary, whether now or hereafter owned, formed or acquired which, at the time of determination is a “significant subsidiary” of such Person, as such term is defined on the date of this Agreement in Regulation S-X of the Securities and Exchange Commission, except that “5 percent” will be substituted for “10 percent” in each place where it appears in such definition of “significant subsidiary”. For the avoidance of doubt, JTR is a Significant Subsidiary of the Company.

“Slow Moving Inventory” means (a) at any date of determination on or before the Integration Date, (i) with respect to any Credit Party (other than the Integris Credit Parties), an amount equal to the Qualified Inventory Value of such Credit Party’s Qualified Inventory that (A) is classified by such Credit Party as stock Inventory and (B) has turnover which is calculated to be less than once during any Fiscal Year using such Credit Party’s historical and current accounting practices, or that has not sold or been processed within a one-year period and (ii) with respect to any Integris Credit Party, an amount equal to the Qualified Inventory Value of such Integris Credit Party’s Qualified Inventory that is (A) customer specific inventory, cut sheets or cut coils and is more than nine months old (less the scrap value of such Inventory) and (B) not of a type set forth in clause (A) and is more than 18 months old (less the scrap value of such Inventory), in each case in an amount calculated by the applicable Integris Credit Party in a manner consistent with past accounting practices and (b) thereafter, with respect to any Credit Party, an amount equal to the Qualified Inventory Value of such Credit Party’s Qualified Inventory that (A) is classified by such Credit Party as stock Inventory and (B) has turnover which is calculated to be less than once during any Fiscal Year using such Credit Party’s historical and current accounting practices, or that has not sold or been processed within a one-year period.

“Special Purpose Receivables Subsidiary” means a U.S. Subsidiary of the Company which is a special-purpose company created and used solely in connection with a Permitted Receivables Facility.

“Spot Rate” means, on any day, the rate at which Canadian Dollars may be exchanged into Dollars, at the Bank of Canada’s 12:00 Noon (Toronto time) spot rate quoted on Reuters Monitor Screen (Page BOFC) on such day (and if such day is not a Business Day, on the immediately preceding Business Day); provided that if at the time of such determination, for any reason, no such spot rate is being quoted, the applicable Administrative Agent may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.

“Statutory Reserve Adjustment” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Federal Reserve Board to which the General Administrative Agent is subject with respect to eurocurrency funding (currently

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referred to as “Eurocurrency Liabilities” in Regulation D of the Federal Reserve Board). Such reserve percentages will include those imposed pursuant to such Regulation D. Euro-Dollar Loans will be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Adjustment will be adjusted automatically on and as of the effective date of any change in any applicable reserve percentage.

“Stop Issuance Notice” has the meaning specified in Section 2.21.

“Subordinated Debt” means subordinated Debt issued by the Company or any of its Subsidiaries on terms and conditions, including subordination provisions, acceptable to the Administrative Agent and each of the Security Agents in the reasonable exercise of their discretion.

“Subsidiary” of any Person means any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by such Person.

“Subsidiary Guarantors” means the U.S. Subsidiary Guarantors and the Canadian Subsidiary Guarantors.

“Suppressed Residual Value” means, on any given date, the excess, if any, of (i) (A) the product of (1) the Dynamic Advance Rate and (2) the Net Receivables Balance minus (B) the Servicing Fee Reserve, over (ii) the Aggregate Commitment (each such capitalized term shall have the meaning ascribed to it in, and shall be determined in accordance with, the Effective Date Receivables Facility Documents; provided that if a Replacement Receivables Facility is then effective, each such capitalized term shall have the meaning ascribed to the comparable term in, and shall be determined in accordance with, the documents governing such Replacement Receivables Facility).

“Sweep Period” has the meaning set forth in the Security Documents.

“Swingline Borrowing” means a borrowing of a Swingline Loan pursuant to Section 2.19(a).

“Swingline Exposure” means, at any time, the aggregate outstanding principal amount of the Swingline Loans at such time. The Swingline Exposure of any U.S. Lender at any time will be its Percentage of the total Swingline Exposure at such time.

“Swingline Lender” means JPMorgan Chase Bank, N.A., in its capacity as lender of Swingline Loans hereunder, and any Assignee to whom it has assigned its Swingline Note.

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“Swingline Loan” means a loan made by the Swingline Lender pursuant to Section 2.19.

“Swingline Note” has the meaning set forth in Section 2.19(h).

“Syndication Agent” means General Electric Capital Corporation, in its capacity as syndication agent in connection with the credit facility provided under this Agreement.

“Synthetic Purchase Agreement” means any swap, derivative or other agreement or combination of agreements pursuant to which the Company or any of its Subsidiaries is or may become obligated to make (a) any payment in connection with the purchase by any third party, from a Person other than the Company or any of its Subsidiaries, of any Equity Interest or (b) any payment (other than on account of a permitted purchase by it of any Equity Interest) the amount of which is determined by reference to the price or value at any time of any Equity Interest; provided that no phantom stock or similar plan providing for payments only to current or former directors, officers or employees of the Company or any of its Subsidiaries (or their heirs or estates) will be deemed to be a Synthetic Purchase Agreement.

“Taxes” has the meaning set forth in Section 8.04(a).

“Termination Date” means January 26, 2012, or, if such day is not a Business Day, the next preceding Business Day.

“Third-Party Location” means any property that is either owned or leased by (w) a Third-Party Warehouseman, (x) an Outside Processor, (y) a customer or (z) a vendor.

“Third-Party Warehouseman” means any Person on whose premises Qualified Inventory is located, which premises are neither owned nor leased by a Credit Party, any customer of or vendor to a Credit Party, or an Outside Processor.

“Total Company Outstanding Amount” means, at any date, the aggregate Company Outstandings of all Lenders at such date.

“Total Exposure” means, at any time, the aggregate Exposures of all Lenders at such time.

“Total Facility Availability” means, at any time, the sum of (a) the U.S. Facility Availability at such time plus (b) the Canadian Facility Availability at such time.

“Total Outstanding Amount” means at any time, as the context may require, (a) the U.S. Total Outstanding Amount at such time or (b) the Canadian Total Outstanding Amount at such time.

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“Transaction Liens” means, the Liens on Collateral granted by the Credit Parties under the Security Documents.

“2011 Notes” means the Company’s 8 ¹/4% Senior Notes due December 15, 2011.

“Type” has the meaning set forth in Section 1.03.

“Unfunded Liabilities” means, with respect to any Plan at any time, (i) in the case of any single employer Plan (as defined in Section 4001(a)(15) of ERISA), the aggregate amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA) thereunder and (ii) in the case of any multiemployer Plan, as defined in Section 4001(a)(3) of ERISA, the aggregate amount of the liabilities of members of the Controlled Group to such Plan under Section 4201 of ERISA.

“United States” means the United States of America, including the States thereof and the District of Columbia, but excluding its territories and possessions.

“U.S. Base Rate” means, for any day, a rate per annum equal to the higher of (a) the Prime Rate for such day and (b) the sum of  ¹/2 of 1% plus the Federal Funds Rate for such day.

“U.S. Base Rate Loan” means (a) a U.S. Loan denominated in Dollars which bears interest calculated by reference to the U.S. Base Rate pursuant to the applicable Notice of Borrowing or Notice of Interest Rate Election or the provisions of Article 8 or (b) an overdue amount which was a U.S. Base Rate Loan immediately before it became overdue.

“U.S. Borrowers’ Agent” means the Company, in its capacity as agent for the U.S. Borrowers under the Financing Documents, and its successors in such capacity.

“U.S. Borrower” means the Company or JTR, as the context may require, and “U.S. Borrowers” means both of them.

“U.S. Cash Collateral Account” has the meaning set forth in the U.S. Security Agreement.

“U.S. Commitment” means (a) with respect to each U.S. Lender listed on the signature pages hereof, the amount set forth opposite its name on the Commitment Schedule under the heading “U.S. Commitment” and (b) with respect to each Person which becomes a U.S. Lender pursuant to Section 2.22, 8.06 or 9.07(b), the amount of the U.S. Commitment thereby assumed by it, in each case as such amount may be reduced from time to time pursuant to Section 2.10 or 9.07(b) or increased from time to time pursuant to Section 2.22, 8.06 or 9.07(b).

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“U.S. Credit Parties” means the U.S. Borrowers and the U.S. Subsidiary Guarantors.

“U.S. Facility” means the credit facility extended by the U.S. Lenders to the U.S. Borrowers pursuant to Section 2.01(a), Section 2.19(a) and Section 2.20.

“U.S. Facility Availability” means, at any time, an amount equal to (a) the U.S. Maximum Availability at such time less (b) the U.S. Total Outstanding Amount at such time.

“U.S. Issuing Lender” means, as the context may require, (i) JPMorgan Chase Bank, N.A., (ii) General Electric Capital Corporation or (iii) any other U.S. Lender that becomes a U.S. Issuing Lender pursuant to Section 2.20(k) in their capacity as issuers of U.S. Letters of Credit, and their successors in such capacity as provided by Section 2.20(j); provided that a Lender Affiliate of a U.S. Lender may be a U.S. Issuing Lender if it executes and delivers an instrument satisfactory in form and substance to the U.S. Borrower’s Agent and the General Administrative Agent accepting the benefits and agreeing to perform the obligations of U.S. Issuing Lender hereunder.

“U.S. Lenders” means each bank or other financial institution listed on the signature pages hereof as a U.S. Lender, each Person which becomes a U.S. Lender pursuant to Section 2.22(a), 8.06 or 9.07(b), and their respective successors.

“U.S. Lending Office” means, as to each Lender, its office located at its address set forth in its Administrative Questionnaire (or identified in its Administrative Questionnaire as its U.S. Lending Office) or such other office as such Lender may hereafter designate as its U.S. Lending Office by notice to the U.S. Borrowers’ Agent and the General Administrative Agent; provided that any Lender may so designate separate U.S. Lending Offices for its U.S. Loans of different Types, in which case all references herein to the U.S. Lending Office of such Lender shall be deemed to refer to any or all of such offices, as the context may require.

“U.S. Letter of Credit” means a letter of credit issued pursuant to this Agreement in respect of which a U.S. Borrower is the account party.

“U.S. Letter of Credit Liabilities” means, for any U.S. Lender and at any time, such U.S. Lender’s Percentage of the sum of (a) the aggregate amount then owing by the U.S. Borrowers in respect of amounts drawn under U.S. Letters of Credit and (b) the aggregate amount then available for drawing under all U.S. Letters of Credit.

“U.S. Loan” means a Loan made pursuant to Section 2.01(a).

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“U.S. Maximum Availability” means, at any time, an amount equal to (a) the lesser of (i) the U.S. Borrowers’ Borrowing Base at such time less the aggregate amount of U.S. Secured Derivative Obligations at such time and (ii) the aggregate amount of the U.S. Commitments less (b) the Note Availability Block; provided that, for purposes of determining U.S. Maximum Availability immediately before giving effect to any Borrowing the proceeds of which will be applied to repurchase, redeem or repay, in whole or in part, the 2011 Notes in accordance with the terms of this Agreement, U.S. Maximum Availability shall be increased by an amount equal to the lesser of (x) the then-existing Accrued Reserve Amount and (y) the aggregate principal amount of 2011 Notes that will be repurchased, redeemed or repaid with the proceeds of such Borrowing.

“U.S. Outstandings” means, as to any U.S. Lender at any time, an amount equal to the sum of (a) the aggregate outstanding amount of such U.S. Lender’s U.S. Loans plus (b) the aggregate amount of such U.S. Lender’s U.S. Letter of Credit Liabilities, plus (c) in the case of the Swingline Lender, such Lender’s Swingline Loans, plus (d) in the case of any Lender other than the Swingline Lender, such Lender’s Swingline Exposure.

“U.S. Perfection Certificate” means a certificate in the form of Exhibit B to the U.S. Security Agreement or any other form approved by the General Administrative Agent.

“U.S. Loan” means a Loan made pursuant to Section 2.01(a).

“U.S. Secured Derivative Obligations” means, at any time, Derivative Obligations in respect of which a U.S. Credit Party is the primary obligor, which obligations are secured pursuant to the U.S. Security Agreement (it being understood that all such secured obligations are required to have been identified to the Collateral Agent in accordance with the definition of “Secured Derivative Obligations” set forth in the U.S. Security Agreement). The amount of any U.S. Secured Derivative Obligation at any time shall, for purposes of this Agreement, be the Mark-to-Market Value thereof.

“U.S. Security Agreement” means the Second Amended and Restated U.S. Guarantee and Security Agreement substantially in the form of Exhibit B-1.

“U.S. Subsidiary” means each Subsidiary of the Company, other than any Non-U.S. Subsidiary.

“U.S. Subsidiary Guarantor” means each U.S. Subsidiary that is listed on the signature pages of the U.S. Security Agreement under the caption “Subsidiary Guarantors” and each U.S. Subsidiary that shall, at any time after the date hereof, become a Subsidiary Guarantor pursuant to Section 14 of the U.S. Security Agreement; provided that no Special Purpose Receivables Subsidiary shall be a U.S. Subsidiary Guarantor.

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“U.S. Total Outstanding Amount” means, at any time, the aggregate U.S. Outstandings of all U.S. Lenders at such time.

“Wholly-Owned Consolidated Subsidiary” means any Consolidated Subsidiary all of the shares of capital stock or other ownership interests of which (except directors’ qualifying shares) are at the time directly or indirectly owned by the Company.

Section 1.02. Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP as in effect from time to time; provided that, if either Borrowers’ Agent notifies the General Administrative Agent that the Borrowers wish to amend any provision hereof to eliminate the effect of any change in GAAP on the operation thereof, or wish to continue making calculations thereunder without giving effect to such change in GAAP (or if the General Administrative Agent notifies each Borrowers’ Agent that the Required Lenders wish to amend any provision hereof for such purpose or wish to continue making calculations thereunder without giving effect to such change in GAAP), then all computations under such provision shall be made without giving effect to such change in GAAP, until either such notice is withdrawn or such provision is amended in a manner satisfactory to the Borrowers’ Agents and the Required Lenders.

Section 1.03. Classes and Types of Loans. Loans hereunder are differentiated by Class and by Type and Letters of Credit hereunder are differentiated by Class. The “Class” of a Loan or Loans (or of a Borrowing comprised of such Loans or of a Commitment to make such Loans) or of a Letter of Credit or Letters of Credit (or of a Commitment to issue or participate in such Letter of Credit or Letters of Credit) refers to the determination whether such Loans or Letters of Credit are Canadian Loans or Letters of Credit or U.S. Loans or Letters of Credit and any reference to the Maximum Availability of a Class refers to the U.S. Maximum Availability or the Canadian Maximum Availability, as applicable. The “Type” of a Loan refers to the basis upon which interest accrues (or, in the case of Bankers’ Acceptances, Acceptance Fees accrue and the applicable discount rate is determined) on such Loan (e.g., Euro-Dollar Loans or Canadian Prime Rate Loans are each a Type of Loan and, for greater certainty, the acceptance and purchase of Bankers’ Acceptances is deemed to be a Type of Loan or Borrowing). Loans hereunder (and Borrowings comprised of such Loans) may be identified by Class and Type (e.g., a Euro-Dollar Canadian Borrowing is a Borrowing comprised of Canadian Loans denominated in Dollars which bear interest calculated by reference to the Adjusted LIBO Rate).

Section 1.04. Related Lenders. Each Canadian Lender represents that it is, or is an Affiliate (for purposes of this Section 1.04, as defined in the definition of “Lender Affiliate”) of, a Related U.S. Lender. The term “Related U.S. Lender” means, with respect to any Canadian Lender, the U.S. Lender of which such Canadian Lender is an Affiliate (or which is the same Person as such Canadian Lender).

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Section 1.05. Terms Generally. The definitions of terms herein (including those incorporated by reference to another document) apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the word “property” shall be construed to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

ARTICLE 2

THE CREDITS

Section 2.01. Commitments to Lend. (a) U.S. Loans. During the Revolving Credit Period, each U.S. Lender severally agrees, on the terms and conditions set forth in this Agreement, to make loans denominated in Dollars to the U.S. Borrowers pursuant to this subsection (a) from time to time; provided that, immediately after each such loan is made, (x) the amount of such U.S. Lender’s U.S. Outstandings shall not exceed the amount of its U.S. Commitment, (y) the U.S. Total Outstanding Amount shall not exceed the U.S. Maximum Availability and (z) the Total Company Outstanding Amount would not exceed $200,000,000.

(b) Canadian Loans. During the Revolving Credit Period, each Canadian Lender severally agrees, on the terms and conditions set forth in this Agreement, to make loans denominated in Dollars or in Canadian Dollars to the Canadian Borrower, or accept and purchase Banker’s Acceptances from the Canadian Borrower, pursuant to this subsection (b) from time to time; provided that, immediately after each such Canadian Loan or such acceptance and purchase is made, (x) the amount of such Canadian Lender’s Canadian Outstandings shall not exceed the amount of its Canadian Commitment and (y) the Canadian Total Outstanding Amount shall not exceed the Canadian Maximum Availability.

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(c) Approved Amounts. Each Borrowing under this Section shall be in an Approved Amount (except that (i) any Borrowing may be in the aggregate amount equal to the Maximum Availability of the relevant Class before giving effect to such Borrowing and (ii) Borrowings made to reimburse an LC Disbursement pursuant to Section 2.20(e) may be in the amount of such LC Disbursement) and shall be made from the applicable Lenders, severally, in their respective Percentages. Within the foregoing limits, a Borrower may borrow under this Section, repay or, to the extent permitted by Section 2.13, prepay Loans and reborrow at any time during the Revolving Credit Period.

Section 2.02. Notice of Borrowings. The applicable Borrowers’ Agent shall give the applicable Administrative Agent notice (a “Notice of Borrowing”) not later than 12:00 Noon (Eastern time) in the case of U.S. Borrowings and 11:00 A.M. (Toronto time) in the case of Canadian Borrowings on (x) the date of each Base Rate Borrowing or Canadian Prime Rate Borrowing, (y) the third Business Day before each Euro-Dollar Borrowing and (z) one Business Day before a Borrowing by way of Banker’s Acceptances, specifying:

(i) the name of the relevant Borrower;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) the aggregate amount and currency of such Borrowing (or in the case of any Borrowing by way of Bankers’ Acceptances, the aggregate face amount of Bankers’ Acceptances to be included in such Borrowing);

(iv) the Class and Type of the Loans comprising such Borrowing;

(v) in the case of a Euro-Dollar Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period; and

(vi) in the case of a Borrowing by way of Bankers’ Acceptances, the applicable BA Maturity Date, subject to the provisions of the definition of BA Maturity Date;

provided that in the case of any Euro-Dollar Borrowing to occur on the Effective Date, the relevant Notice of Borrowing shall be delivered to the applicable Administrative Agent not later than 12:00 Noon (Eastern time) in the case of U.S. Borrowings and 11:00 A.M. (Toronto time) in the case of Canadian Borrowings on the second Business Day prior to the Effective Date.

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Section 2.03. Bankers’ Acceptances. (a) Acceptance Commitment. The Canadian Borrower may issue Bankers’ Acceptances denominated in Canadian Dollars, for purchase by the Canadian Lenders under the Canadian Facility, in each case in accordance with the provisions of this Section 2.03; provided that, immediately after each such Bankers’ Acceptance is issued by the Canadian Borrower and purchased by the applicable Canadian Lender, (x) the amount of such Canadian Lender’s Canadian Outstandings shall not exceed the amount of its Canadian Commitment and (y) the Canadian Total Outstanding Amount shall not exceed the Canadian Maximum Availability.

(b) Procedures. (i) The Canadian Borrower’s Agent shall notify the Administrative Agent of any Borrowing by way of Bankers’ Acceptances in accordance with Section 2.02.

(ii) To facilitate availment of the Borrowings by way of Bankers’ Acceptances, the Canadian Borrower hereby appoints each Canadian Lender as its attorney to sign and endorse on its behalf (for the purpose of acceptance and purchase of Bankers’ Acceptances pursuant to this Agreement), in handwriting or by facsimile or mechanical signature as and when deemed necessary by such Canadian Lender, blank forms of Bankers’ Acceptances. In this respect, it is each Canadian Lender’s responsibility to maintain an adequate supply of blank forms of Bankers’ Acceptances for acceptance under this Agreement. The Canadian Borrower recognizes and agrees that all Bankers’ Acceptances signed and/or endorsed on its behalf by a Canadian Lender shall bind the Canadian Borrower as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of the Canadian Borrower. Each Canadian Lender is hereby authorized (for the purpose of acceptance and purchase of Bankers’ Acceptances pursuant to this Agreement) to issue such Bankers’ Acceptances endorsed in blank in such face amounts as may be determined by such Canadian Lender; provided that the aggregate amount thereof is equal to the aggregate amount of Bankers’ Acceptances required to be accepted and purchased by such Canadian Lender. No Canadian Lender shall be liable for any damage, loss or other claim arising by reason of any loss or improper use of any such instrument except the gross negligence or willful misconduct of the Canadian Lender or its officers, employees, agents or representatives. On request by the Canadian Borrower’s Agent, a Canadian Lender shall cancel all forms of Bankers’ Acceptances which have been pre-signed or pre-endorsed by or on behalf of the Canadian Borrower and which are held by such Canadian Lender and have not yet been issued in accordance herewith. Each Canadian Lender further agrees to retain such records in the manner and/or the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Canadian Lender. Each Canadian Lender shall maintain a record with respect to Bankers’ Acceptances held by it in blank hereunder, voided by

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it for any reason, accepted and purchased by it hereunder, and cancelled at their respective maturities. Each Canadian Lender agrees to provide such records to the Canadian Borrower at the Canadian Borrower’s expense upon request.

(iii) Bankers’ Acceptances shall be signed by a duly authorized officer or officers of the Canadian Borrower or by its attorneys, including its attorneys appointed pursuant to Section 2.03(b)(ii) above. Notwithstanding that any person whose signature appears on any Bankers’ Acceptance as a signatory for the Canadian Borrower may no longer be an authorized signatory for the Canadian Borrower at the date of issuance of a Bankers’ Acceptance, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance, and any such Bankers’ Acceptance so signed shall be binding on the Canadian Borrower.

(iv) Promptly following receipt of a Notice of Borrowing or Notice of Rollover/Conversion the Administrative Agent shall advise the Canadian Lenders of the contents thereof and shall advise each Canadian Lender of the aggregate face amount of Bankers’ Acceptances to be accepted by it, the terms thereof, and the BA Discount Proceeds in respect thereof. The aggregate face amount of Bankers’ Acceptances to be accepted by a Canadian Lender in respect of any Borrowing by way of Bankers’ Acceptances shall be equal to such Canadian Lender’s Percentage of the aggregate face amount of all Bankers’ Acceptances to be accepted pursuant to such Borrowing, except that if the face amount of a Bankers’ Acceptance which would otherwise be accepted by a Canadian Lender would not be C$100,000 or a larger multiple thereof, such face amount shall be increased or reduced by the Administrative Agent in its discretion to the nearest multiple of C$100,000.

(v) Each Bankers’ Acceptance to be accepted by a Canadian Lender shall be accepted at its Canadian Lending Office.

(vi) On the date of each issuance of Bankers’ Acceptances in accordance with this Section 2.03, each Canadian Lender shall purchase from the Canadian Borrower each Bankers’ Acceptance accepted by it for a purchase price equal to the applicable BA Discount Proceeds determined on the basis of the Applicable BA Discount Rate, and (except to the extent such BA Discount Proceeds are being applied to repay maturing Bankers’ Acceptances in accordance with Section 2.03(b)(x) or Canadian Prime Rate Loans to be converted in accordance with Section 2.11(b)) shall remit not later than 2:00 P.M. (Eastern time) in immediately available funds to the Administrative Agent for the account of the Canadian Borrower at the Payment Office the BA Discount Proceeds so determined less the Acceptance Fee payable by the Canadian Borrower to such Lender under Section 2.03(d) in respect of such Bankers’ Acceptances. Unless the

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Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Administrative Agent will make the funds so received from the Canadian Lenders available to the Canadian Borrower’s Agent at the Payment Office.

(vii) Unless the Administrative Agent shall have received notice from a Canadian Lender prior to the date of any acceptance of any Bankers’ Acceptance to be accepted by such Canadian Lender that such Lender will not make available to the Administrative Agent the BA Discount Proceeds (less the applicable Acceptance Fees) to be remitted by such Canadian Lender pursuant to clause (vi) above, the Administrative Agent may assume that such Canadian Lender has made such amount available to the Administrative Agent on the date of such acceptance in accordance with clause (vi) above and the Administrative Agent may, in reliance upon such assumption, make available to the Canadian Borrower on such date a corresponding amount. If and to the extent that such Canadian Lender shall not have so made such amount available to the Administrative Agent, such Canadian Lender and the Canadian Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Canadian Borrower until the date such amount is repaid to the Administrative Agent, at (i) if such amount is repaid by the Canadian Borrower, a rate per annum equal to the sum of the Applicable BA Discount Rate and the BA Margin applicable to the applicable Bankers’ Acceptances (or, if higher, the rate determined by the Administrative Agent to be its cost of funds (which determination shall be conclusive absent manifest error)) and (ii) if such amount is repaid by such Canadian Lender, the rate determined by the Administrative Agent to be its cost of funds (which determination shall be conclusive absent manifest error). If such Canadian Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s payment of the purchase price for the applicable Bankers’ Acceptance for purposes of this Agreement.

(viii) Each Canadian Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all Bankers’ Acceptances accepted and purchased by it (it being understood that no holder thereof shall have any rights or obligations hereunder or under any of the other Financing Documents (other than its Bankers’ Acceptances) unless any such holder is a Lender or becomes an assignee of a Lender and complies with Section 9.07).

(ix) The Canadian Borrower waives presentment for payment and any other defense to payment of any amounts then due to a Canadian Lender in respect of a Bankers’ Acceptance accepted by it pursuant to this Agreement which might exist solely by reason of such Bankers’ Acceptance being held, at the maturity thereof, by such Canadian Lender

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in its own right, and the Canadian Borrower agrees not to claim any days of grace if such Canadian Lender as holder sues the Canadian Borrower on the Bankers’ Acceptances for payment of the amount payable by the Canadian Borrower thereunder.

(x) At or before 11:00 a.m. (Toronto time) one Business Day before the BA Maturity Date of any Bankers’ Acceptances, the Canadian Borrower’s Agent shall give to the Administrative Agent written notice substantially in the form attached as Exhibit J (a “Notice of Rollover/Conversion”) which notice shall specify either that the Canadian Borrower intends to repay the maturing Bankers’ Acceptances on the applicable BA Maturity Date or that the Canadian Borrower intends to issue new Bankers’ Acceptances on the applicable BA Maturity Date to provide for the payment of the maturing Bankers’ Acceptances. If the Canadian Borrower’s Agent fails to provide such notice to the Administrative Agent or the Canadian Borrower fails to repay the maturing Bankers’ Acceptances on the applicable BA Maturity Date, or if an Event of Default has occurred and is continuing on such BA Maturity Date, the Canadian Borrower’s obligations in respect of the maturing Bankers’ Acceptances shall be deemed to have been converted on the BA Maturity Date thereof into a Canadian Prime Rate Loan in a principal amount equal to the full face amount of the maturing Bankers’ Acceptance. On the BA Maturity Date of any Bankers’ Acceptance being repaid by means of the issuance of new Bankers’ Acceptances pursuant to this clause (x) the Canadian Borrower shall pay to the Administrative Agent for the account of the applicable Canadian Lender an amount equal to the sum of (A) the Acceptance Fee payable in respect of such newly issued Bankers’ Acceptance and (B) the excess of the face amount of such maturing Bankers’ Acceptance over the BA Discount Proceeds in respect of such newly issued Bankers’ Acceptance.

(c) Maturity. Each Bankers’ Acceptance shall mature, and the face amount thereof shall be due and payable, on the BA Maturity Date specified in such Bankers’ Acceptance. Any overdue amount of any Bankers’ Acceptance shall bear interest, payable on demand, calculated as set forth in Section 2.08(d). Any payment of a maturing Bankers’ Acceptance shall be made as provided in Section 2.14 (notwithstanding that any Canadian Lender or any other Person may be the holder thereof at maturity). Any such payment shall be made by deposit at the Payment Office and shall satisfy the Canadian Borrower’s obligations under the maturing Bankers’ Acceptance to which it relates, and the Canadian Lender accepting and purchasing the applicable Bankers’ Acceptance shall thereafter be solely responsible for the payment of such Bankers’ Acceptance.

(d) Acceptance Fee. An Acceptance Fee shall be payable by the Canadian Borrower to each Canadian Lender in advance (in the manner specified under this Agreement) upon the issuance of a Bankers’ Acceptance to be accepted by such Canadian Lender, calculated at the rate per annum equal to the BA

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Margin, such Acceptance Fee to be calculated on the face amount of such Bankers’ Acceptance and to be computed on the basis of the number of days in the term of such Bankers’ Acceptance.

(e) Acceptance Notes. (i) It is understood that from time to time certain Canadian Lenders may not be authorized to or may, as a matter of general corporate policy, elect not to accept Bankers’ Acceptances (each, an “Acceptance Note Lender”); accordingly, any Acceptance Note Lender may instead purchase Acceptance Notes of the Canadian Borrower in accordance with the provisions of Section 2.03(b) in lieu of accepting and purchasing Bankers’ Acceptances for its account.

(ii) In connection with any request by the Canadian Borrower for the creation of Bankers’ Acceptances, the Canadian Borrower shall deliver to each Acceptance Note Lender non-interest bearing promissory notes (each, an “Acceptance Note”) of the Canadian Borrower, substantially in the form of Exhibit K, having the same maturity as the Bankers’ Acceptances to be created and in an aggregate principal amount equal to the face amount of the Bankers’ Acceptances that would otherwise have been required to be accepted by such Acceptance Note Lender. Each Acceptance Note Lender hereby agrees to purchase Acceptance Notes from the Canadian Borrower at the Applicable BA Discount Rate which would have been applicable if a Bankers’ Acceptance had been accepted by it (less any Acceptance Fee which would have been paid pursuant to Section 2.03(d) if such Acceptance Note Lender had accepted and purchased a Bankers’ Acceptance), and such Acceptance Notes shall be governed by the provisions of this Section 2.03 as if they were Bankers’ Acceptances.

(f) Depository Bills and Notes Act. At the option of any Canadian Lender, Bankers’ Acceptances under this Agreement to be accepted and purchased by such Canadian Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Section 2.03.

(g) Circumstances Making Bankers’ Acceptances Unavailable. If the Administrative Agent or any group of Canadian Lenders having 50% or more of the Canadian Commitments determines in good faith, which determination shall be final, conclusive and binding upon the Canadian Borrower, and notifies the Canadian Borrower’s Agent that, by reason of circumstances affecting the money market there is no market for Bankers’ Acceptances or the demand for Bankers’ Acceptances is insufficient to allow the sale or trading of the Bankers’ Acceptances created hereunder, then:

(i) the right of the Canadian Borrower to request the acceptance and purchase of Bankers’ Acceptances shall be suspended until

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the Administrative Agent or a group of Canadian Lenders having 50% or more of the Canadian Commitments determines that the circumstances causing such suspension no longer exist and the Administrative Agent so notifies the Canadian Borrower’s Agent; and

(ii) any Notice of Borrowing or Notice of Rollover/Conversion in respect of a Bankers’ Acceptance which is outstanding shall be cancelled and such notice shall (at the option of the Canadian Borrower) be deemed to be a request for a Borrowing of or conversion to a Canadian Prime Rate Loan in principal amount equal to the BA Discount Proceeds that would have been payable in respect of the requested Bankers’ Acceptance less the Acceptance Fee that would have been payable in respect thereof.

The Agent shall promptly notify the Canadian Borrower’s Agent of the suspension of the Canadian Borrower’s right to request acceptance and purchase of Bankers’ Acceptances and of the termination of any such suspension.

Section 2.04. Notice to Lenders; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the applicable Administrative Agent shall promptly notify each Lender having a Commitment of the relevant Class of the contents thereof and of such Lender’s share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the applicable Borrowers’ Agent or the applicable Borrower.

(b) On the date of each Borrowing, each Lender participating therein shall make available its share of such Borrowing not later than 2:00 P.M. (Eastern time) (or 3:00 P.M. (Eastern time) in the case of any Base Rate Borrowing or Canadian Prime Rate Borrowing to be made on the same day as the related Notice of Borrowing is delivered pursuant to Section 2.02) in immediately available funds to the applicable Administrative Agent at the Payment Office. Unless the applicable Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, it will make the amounts so received from the Lenders available on the same day in like funds to the applicable Borrowers’ Agent at the Payment Office.

(c) Except with respect to Bankers’ Acceptances, which are addressed in Section 2.03(b)(vii), unless the applicable Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to such Administrative Agent such Lender’s share of such Borrowing, such Administrative Agent may assume that such Lender has made such share available to it on the date of such Borrowing in accordance with subsection (b) of this Section and such Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such share available to the applicable Administrative Agent, such Lender and the applicable Borrower severally agree to repay to such Administrative

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Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to such Administrative Agent, at (i) if such amount is repaid by such Borrower, a rate per annum equal to the interest rate applicable thereto pursuant to Section 2.08 (or, if higher, the rate determined by such Administrative Agent to be its cost of funds (which determination shall be conclusive absent manifest error)) and (ii) if such amount is repaid by such Lender, the rate determined by such Administrative Agent to be its cost of funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to such Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Loan included in such Borrowing for purposes of this Agreement.

Section 2.05. Registry. (a) Each Administrative Agent shall maintain a register (a “Register”) on which it will record the Commitment (if any) of the applicable Class of each Lender, each Loan made by each Lender (including Loans made by way of Bankers’ Acceptances) and each repayment of any such Loan made to such Lender. Any such recordation by an Administrative Agent on a Register shall be conclusive, absent manifest error. With respect to any Lender, the assignment or other transfer of the Commitment (if any) of the applicable Class of such Lender and the rights to the principal of, and interest on, any Loan of any Class made pursuant to this Agreement shall not be effective until such assignment or other transfer is recorded on the applicable Register and otherwise complies with Section 9.07(b). The registration of assignment or other transfer of all or part of any Commitments, Loans and Notes for a Lender shall be recorded by the applicable Administrative Agent on the applicable Register only upon the acceptance by such Administrative Agent of a properly executed and delivered Assignment and Assumption referred to in Section 9.07(b). Each Register shall be available at the offices where kept by the applicable Administrative Agent for inspection by the applicable Borrowers and any applicable Lender at any reasonable time upon reasonable prior notice to such Administrative Agent. Each Lender shall record on its internal records (including computerized systems) the foregoing information as to its own Commitment and Loans. Failure to make any such recordation, or any error in such recordation, shall not affect the obligations of any obligor under the Financing Documents.

(b) Each Borrower hereby agrees that, upon the request of any Lender at any time, any or all of such Lender’s Loans (other than Loans made by way of Bankers’ Acceptances) to such Borrower shall be evidenced by one or more Notes of such Borrower payable to the order of such Lender and representing the obligation of such Borrower to pay the unpaid principal amount of such Loans to such Borrower made by such Lender, with interest as provided herein on the unpaid principal amount of such Loans from time to time outstanding.

Section 2.06. Maturity of Loans. Each Loan shall mature, and the principal amount thereof shall be due and payable, together with accrued interest thereon, on the Termination Date.

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Section 2.07. Fees. (a) Each Borrower shall pay to the applicable Administrative Agent, for the account of the applicable Lenders ratably in proportion to their Commitments of the applicable Class, commitment fees at the Commitment Fee Rate on the daily amount by which the aggregate amount of the Commitments of such Class exceeds the Total Outstanding Amount of such Class. For purposes of computing commitment fees, Commitments will be deemed to be used to the extent of outstanding Loans and Letter of Credit Liabilities (and Swingline Exposure shall be disregarded for such purpose). Such commitment fees will accrue from and including the date hereof to but excluding the date on which the Commitments of the applicable Class terminate in their entirety.

(b) Each Borrower shall pay to the applicable Administrative Agent (i) for the account of the applicable Participating Lenders, such Participating Lender’s Percentage of a letter of credit fee accruing daily on the aggregate undrawn amount of all outstanding Letters of Credit for the account of such Borrower at a rate per annum equal to the applicable Euro-Dollar Margin and (ii) for the account of each Issuing Lender, a letter of credit fronting fee with respect to Letters of Credit issued by such Issuing Lender for the account of such Borrower on such terms as may be mutually agreed between such Borrower and such Issuing Lender from time to time.

(c) Accrued commitment and letter of credit fees under this Section shall be payable quarterly in arrears on each Quarterly Date, commencing on the last day of the Fiscal Quarter ending in March 2007 and on the Termination Date or, if earlier, the date on which the Commitments of the applicable Class terminate in their entirety (and, if later, the date on which there are no Letters of Credit of the applicable Class outstanding hereunder).

(d) Letter of credit fronting fees under subsection (b)(ii) of this Section shall be payable to each Issuing Lender in accordance with such terms as may be mutually agreed between the applicable Borrower and such Issuing Lender from time to time.

(e) On or prior to the Effective Date, the Company shall pay to the General Administrative Agent for the account of the Lenders any fees then due and payable to the Lenders, together with documented costs, fees, expenses and other compensation referred to in Section 3.01(h).

Section 2.08. Interest Rates. (a) Each Base Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Loan is made until it becomes due, at a rate per annum equal to the sum of (i) the Base Rate Margin for such day plus (ii) (A) in the case of Canadian Base Rate Loans, the Canadian Base Rate for such day or (B) in the case of U.S. Base Rate Loans, the U.S. Base Rate for such day. Such interest shall be payable quarterly in arrears on each Quarterly Date, on the Termination Date, and, with respect to the principal amount of any Base Rate Loan converted to a Euro-Dollar Loan, on the date such Base Rate Loan is so converted.

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(b) Each Euro-Dollar Loan shall bear interest on the outstanding principal amount thereof, for each day during each Interest Period applicable thereto, at a rate per annum equal to the sum of the Euro-Dollar Margin for such day plus the Adjusted LIBO Rate applicable to such Interest Period. Such interest shall be payable for each Interest Period on the last day thereof and, if such Interest Period is longer than three months, three months after the first day thereof.

(c) Each Canadian Prime Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Loan is made until it becomes due, at a rate per annum equal to the sum of the Base Rate Margin for such day plus the Canadian Prime Rate for such day. Such interest shall be payable quarterly in arrears on each Quarterly Date and, with respect to the principal amount of any Canadian Prime Rate Loan converted to a borrowing by way of Bankers’ Acceptances, on the date such Canadian Prime Rate Loan is so converted.

(d) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by any Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal or interest of any Loan (other than a Loan by way of Bankers’ Acceptances), 2% plus the rate that would, in the absence of an Event of Default, be otherwise applicable to such Loan as provided in the preceding subsections of this Section, (ii) in the case of any overdue amounts in respect of Loans by way of Bankers’ Acceptances, 2% plus the rate that would, in the absence of an Event of Default, be otherwise applicable to Canadian Prime Rate Loans, as provided in subsection (c) of this Section, or (iii) in the case of any other amount, 2% plus the rate that would, in the absence of an Event of Default, be applicable to (A) in the case of amounts payable in Dollars, Base Rate Loans, as provided in subsection (a) of this Section, or (B) in the case of amounts payable in Canadian Dollars, Canadian Prime Rate Loans, as provided in subsection (c) of this Section.

(e) The applicable Administrative Agent shall determine each interest rate (and the Commitment Fee Rate) applicable hereunder. The applicable Administrative Agent shall give prompt notice to the applicable Borrowers’ Agent and the participating Lenders of each rate of interest (and Commitment Fee Rate) so determined, and its determination thereof shall be conclusive in the absence of manifest error.

Section 2.09. Mandatory Prepayments. (a) Subject to Section 2.18(c), if at any date the Total Outstanding Amount for any Class exceeds the Maximum Availability for such Class calculated as of such date, not later than the next succeeding Business Day, the applicable Borrower shall (i) apply an amount equal to such excess (x) to prepay its Loans of such Class, (y) in the case of an excess in respect of the U.S. Total Outstanding Amount, to prepay the Swingline Loans and

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(z) in the case of an excess in respect of the Canadian Total Outstanding Amount and to the extent such excess is by way of outstanding Bankers’ Acceptances, to cash collateralize its Bankers’ Acceptances (by depositing Canadian Dollars having a Dollar Amount equal to such excess or, if less, the total face amount of all Bankers’ Acceptances in the appropriate Canadian Cash Collateral Account), or (ii) cash collateralize (in the currency of the applicable Letter of Credit Liabilities) its aggregate Letter of Credit Liabilities of such Class (by depositing Dollars in an amount equal to such excess or Canadian Dollars having a Dollar Amount equal to such excess or, if less, the amount of all Letter of Credit Liabilities in the appropriate Cash Collateral Account), or a combination of the foregoing, until the Total Outstanding Amount for such Class, net of the amount of cash collateral on deposit in the applicable Cash Collateral Account, does not exceed the Maximum Availability for such Class.

(b) If at any date the Total Company Outstanding Amount exceeds $200,000,000 not later than the next succeeding Business Day, the Company shall apply an amount equal to such excess to prepay the Company Loans, prepay the Company Swingline Loans or cash collateralize the aggregate Company Letter of Credit Liabilities (by depositing an amount equal to such excess in the Cash Collateral Account), or a combination of the foregoing, until the Total Company Outstanding Amount, net of the amount of cash collateral on deposit in the Cash Collateral Account, does not exceed $200,000,000.

(c) If a Change of Control of the Company shall occur, the Borrowers shall, no later than the first Business Day after the date of such occurrence, (i) prepay all of their Loans and Swingline Loans then outstanding (together with accrued interest thereon), (ii) cash collateralize their Bankers’ Acceptances (by depositing Canadian Dollars having a Dollar Amount equal to such excess or, if less, the total face amount of all Bankers’ Acceptances in the appropriate Canadian Cash Collateral Account) and (iii) cash collateralize their Letter of Credit Liabilities (by depositing an amount equal to the aggregate Letter of Credit Liabilities in the applicable Cash Collateral Account).

(d) On each Business Day during a Sweep Period, the Collateral Agent shall apply funds on deposit in each Cash Collateral Account in accordance with Section 6 of the U.S. Security Agreement and Section 9 of the Canadian Security Agreement.

Section 2.10. Optional Termination, Reduction or Reallocation of Commitments. (a) During the Revolving Credit Period, either the Company or the applicable Borrowers’ Agent may, upon at least three Business Days’ notice to the applicable Administrative Agent, (i) terminate (x) in the case of the Company, the Commitments of either Class, (y) in the case of the U.S. Borrowers’ Agent, the U.S. Commitments and (z) in the case of the Canadian Borrower’s Agent, the Canadian Commitments, in each case in their entirety at any time, if the Total Outstanding Amount for such Class is zero at such time or (ii) ratably reduce from time to time, the aggregate of (x) in the case of the Company, the Commitments

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of either Class, (y) in the case of the U.S. Borrowers’ Agent, the U.S. Commitments and (z) in the case of the Canadian Borrower’s Agent, the Canadian Commitments; in each case by an aggregate amount of $15,000,000 or any larger multiple of $1,000,000 (or by any amount equal to the excess of the aggregate amount of the Commitments for such Class over the Total Outstanding Amount for such Class if such excess is $15,000,000 or more) in excess of the Total Outstanding Amount for such Class. Any termination or reduction of the Commitments of either Class pursuant to this subsection (a) shall be permanent (subject to subsection (b) and Section 2.22(a)).

(b) Not more than once during the Revolving Credit Period, the Borrowers jointly may upon at least 10 Business Days’ notice from the Company to the Administrative Agents, ratably increase the aggregate amount of the Canadian Commitments by $20,000,000 (such increase to be effective on the date specified in such notice and to be allocated among the Canadian Lenders in their Percentages); provided that no such increase shall be permitted unless (i) immediately prior to the effectiveness thereof the U.S. Maximum Availability exceeds the U.S. Total Outstanding Amount by at least $20,000,000 and (ii) immediately after giving effect to such increase (and the consequent decrease in the U.S. Commitments) each U.S. Lenders’ U.S. Outstandings shall not exceed its U.S. Commitment. An increase in the Canadian Commitment of any Canadian Lender pursuant to this subsection (b) shall result in an automatic and simultaneous decrease in an equal amount in the U.S. Commitment of its Related U.S. Lender.

(c) Upon any reallocation of Commitments pursuant to clause (b) of this Section:

(i) the U.S. Borrowers shall (A) at the end of the current Interest Period, in the case of any Group of U.S. Euro-Dollar Loans then outstanding and (B) within five Business Days in the case of any other Group of U.S. Loans then outstanding, prepay or repay each Group of U.S. Loans then outstanding in its entirety and, to the extent the relevant U.S. Borrowers elect to do so and subject to the conditions specified in Section 3.02, such U.S. Borrowers shall reborrow U.S. Loans from the U.S. Lenders in proportion to such U.S. Lenders’ U.S. Commitments after giving effect to such reallocation, until such time as all outstanding U.S. Loans are held by the U.S. Lenders in such proportion; provided that if at any time after such reallocation but prior to such prepayment or repayment (1) an Event of Default under Section 6.01(a) or 6.01(d) shall have occurred and be continuing or (2) any other Event of Default shall have occurred and shall have continued unremedied for a period of at least 5 Business Days, each U.S. Lender whose U.S. Commitment has not been decreased pursuant to clause (b) of this Section (each, a “Non-Decreasing Lender”) shall purchase from each U.S. Lender whose U.S. Commitment has been decreased pursuant to clause (b) of this Section (each a “Decreased Commitment Lender”), and each Decreased Commitment

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Lender shall sell to each Non-Decreasing Lender, such participations in U.S. Loans in an amount such that, after giving effect to all such purchases and sales, all outstanding U.S. Loans are held by the U.S. Lenders in proportion to their respective U.S. Commitments after giving effect to such reallocation; and

(ii) each Non-Decreasing Lender shall be deemed, without further action by any party hereto, to have purchased from each Decreased Commitment Lender, and each Decreased Commitment Lender shall be deemed, without further action by any party hereto, to have sold to each Non-Decreasing Lender, a participation (on the terms specified in Section 2.20 in each U.S. Letter of Credit in an amount such that, after giving effect to all such purchases and sales, all outstanding U.S. Letter of Credit Liabilities are held by U.S. Lenders in proportion to their respective U.S. Commitments after giving effect to such reallocation.

Section 2.11. Method of Electing Interest Rates. (a) The Loans included in each Borrowing of Dollar-Denominated Loans shall bear interest initially at the Type of interest rate specified by the applicable Borrowers’ Agent in the applicable Notice of Borrowing. Thereafter, the applicable Borrowers’ Agent may from time to time elect to change or continue the Type of interest rate borne by each Group of Dollar-Denominated Loans (subject in each case to the provisions of Article 8), as follows:

(i) if such Loans are Base Rate Loans, the applicable Borrowers’ Agent may elect to convert such Loans to Euro-Dollar Loans of the same Class; and

(ii) if such Loans are Euro-Dollar Loans, the applicable Borrowers’ Agent may elect to convert such Loans to Base Rate Loans of the same Class or elect to continue such Loans as Euro-Dollar Loans of the same Class for an additional Interest Period, subject to Section 2.15 in the case of any such conversion or continuation effective on any day other than the last day of the then current Interest Period applicable to such Loans;

provided that if a Default shall have occurred and be continuing or shall result from such conversion or continuation, Loans shall not be converted to or continued for any additional Interest Period as Euro-Dollar Loans.

Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) from the applicable Borrowers’ Agent to the applicable Administrative Agent not later than 12:00 Noon (Eastern time) on the third Business Day prior to the effective date of such conversion or continuation. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii)

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the portion to which such Notice of Interest Rate Election applies, and the remaining portion to which it does not apply, are each at least $5,000,000 and at least one such portion is a multiple of $1,000,000. If no such notice is timely received prior to the end of an Interest Period, the applicable Borrower shall be deemed to have elected that all Euro-Dollar Loans having such Interest Period be converted to Base Rate Loans.

(b) Subject to this Agreement, the Canadian Borrower may, during the term of this Agreement, effective on any Business Day, convert, in whole or in part, an outstanding Canadian Borrowing by way of Bankers’ Acceptances into a Canadian Borrowing by way of Canadian Prime Rate Loans, or convert an outstanding Canadian Borrowing by way of Canadian Prime Rate Loans into a Canadian Borrowing by way of Bankers’ Acceptances from the applicable Canadian Lenders upon giving written notice to the Canadian Administrative Agent in substantially the form of the Notice of Rollover/Conversion, the notice period being that which would be applicable to the type of Borrowing into which the outstanding Borrowing is to be converted; provided that:

(i) the Group resulting from such conversion, and any Group of unconverted Loans remaining after such conversion, shall each be in an Approved Amount;

(ii) a Borrowing by way of Bankers’ Acceptances may be converted only on the relevant BA Maturity Date for the applicable Group of Bankers’ Acceptances; and

(iii) in the case of any conversion of Canadian Prime Rate Loans to Loans by way of Bankers’ Acceptances, no Event of Default shall have occurred and be continuing on the relevant conversion date or after giving effect to the conversion of the Borrowing to be made on the conversion date. Upon a conversion from Canadian Prime Rate Loans to Bankers’ Acceptances to be made in accordance with this Section, Bankers’ Acceptances shall be accepted and purchased in an aggregate face amount equal to the principal amount of the Canadian Prime Rate Loans to be so converted, and the provisions of Section 2.03 shall apply thereto, provided that, upon such acceptance and purchase, the Canadian Borrower shall pay to the Canadian Administrative Agent for the account of the applicable Canadian Lender: (x) the Acceptance Fee payable in respect of such newly issued Bankers’ Acceptance, and (y) an amount equal to the excess of the principal amount of the Canadian Prime Rate Loan to be so converted over the BA Discount Proceeds in respect to such newly issued Bankers’ Acceptances.

(c) Each Notice of Interest Rate Election (or Notice of Rollover/Conversion in the case of Canadian Dollar Loans) shall specify:

(i) the Group of Loans (or portion thereof) to which such notice applies;

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(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall be a Business Day;

(iii) if the Loans comprising such Group are to be converted, the new Type of Loans, if the Loans being converted are to be Euro-Dollar Loans, the duration of the initial Interest Period applicable thereto and, if the Loans being converted are to be Loans by way of Bankers’ Acceptances, the BA Maturity Date applicable thereto; and

(iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period.

Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period and each BA Maturity Date specified in a Notice of Rollover/Conversion shall comply with the provisions of the definition of BA Maturity Date.

(d) Upon receipt of a Notice of Interest Rate Election or a Notice of Rollover/Conversion from the applicable Borrowers’ Agent pursuant to subsection (a) above, the applicable Administrative Agent shall promptly notify each Lender having a related Loan of the contents thereof and such notice shall not thereafter be revocable by the Borrower.

Section 2.12. Scheduled Termination of Commitments; Mandatory Termination or Reduction of Commitments. (a) Unless earlier terminated pursuant to the other provisions of this Agreement, the Commitments of each Class shall terminate on the Termination Date. Any Loans and Swingline Loans then outstanding (together with accrued interest thereon) shall be due and payable on such date.

(b) If a Change of Control of the Company shall occur, the Commitments shall be automatically reduced on the date of such occurrence, with no further action by any party, to zero (and all Letter of Credit Liabilities shall be cash collateralized pursuant to Section 2.09(c)).

Section 2.13. Optional Prepayments; Collateralization of Bankers’ Acceptances. (a) Subject in the case of any Euro-Dollar Borrowing to Section 2.15 and to clause (c) below, any Borrower may (without premium or penalty), upon notice from the applicable Borrowers’ Agent to the applicable Administrative Agent as provided below, prepay any Group of Loans in whole at any time, or from time to time in part in amounts aggregating $1,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Notice of

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prepayment pursuant to this Section shall be given to the applicable Administrative Agent not later than 12:00 Noon (Eastern Time) on (i) the date of prepayment, in the case of Base Rate Loans or Canadian Prime Rate Loans and (ii) the third Business Day prior to the date of prepayment, in the case of Euro-Dollar Loans. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Lenders included in such Group.

(b) Upon receipt of a notice of prepayment pursuant to this Section, the applicable Administrative Agent shall promptly notify each applicable Lender of the contents thereof and of such Lender’s ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the applicable Borrower.

(c) Bankers’ Acceptances may not be prepaid. The Canadian Borrower may, however, at its option, exercisable upon not less than one Business Day’s notice to the Canadian Administrative Agent, elect to deposit with the Canadian Administrative Agent Canadian Dollars in immediately available funds to be held by the Canadian Administrative Agent, pursuant to collateral arrangements satisfactory to it, for application to the payment of any Group of Bankers’ Acceptances designated by the Canadian Borrower in such notice. If such a deposit is made, then such Bankers’ Acceptances shall be deemed no longer outstanding for purposes of this Agreement; provided that the amount of such deposit shall be not less than the full face amount of such Group of Bankers’ Acceptances.

Section 2.14. General Provisions as to Payments. (a) Each payment of principal of and interest on any Loan (other than Bankers’ Acceptances) and Swingline Loan and of reimbursement of any LC Disbursement and any interest thereon shall be made in the currency in which such Loan, Swingline Loan or LC Disbursement was made. Each payment of any Bankers’ Acceptance or Acceptance Fee and any interest in respect thereof, shall be made in Canadian Dollars. Each payment of principal of and interest on Loans denominated in Dollars or Canadian Dollars and of fees hereunder shall be made (without reduction by reason of any set-off or counterclaim) not later than 1:00 P.M. (Eastern time) on the date when due, in immediately available funds, to the applicable Administrative Agent at its Payment Office (it being understood that payments to be made to an Issuing Lender, the Swingline Lender or another Person as expressly provided elsewhere in this Agreement shall be made directly to the Persons entitled thereto as specified in this Agreement). Each Administrative Agent will promptly distribute to each applicable Lender its ratable share (if any) of each such payment received by such Administrative Agent for the account of the U.S. Lenders or the Canadian Lenders. Whenever any payment of principal of, or interest on, the Euro-Dollar Loans shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Business Day. Whenever any payment of principal of, or interest on,

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the Loans of any other Type, Swingline Loans or the reimbursement of LC Disbursements shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Business Day. If the date for any payment of principal is extended as provided above, by operation of law or otherwise, interest thereon shall be payable for such extended time.

(b) Unless the applicable Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due from such Borrower to the Lenders hereunder that such Borrower will not make such payment in full, such Administrative Agent may assume that such Borrower has made such payment in full to such Administrative Agent on such date and such Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due to such Lender. If and to the extent that such Borrower shall not have so made such payment, each such Lender shall repay to such Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such Administrative Agent, at the rate determined by such Administrative Agent to be its cost of funds (which determination shall be conclusive absent manifest error).

(c) Notwithstanding anything herein to the contrary, the obligations of the Borrowers hereunder are several and not joint and no Borrower shall be responsible for the obligations of any other Borrower under the Financing Documents except for the obligations of the Guarantors under the U.S. Security Agreement and the Canadian Security Agreement.

Section 2.15. Funding Losses. If a Borrower makes any payment of principal with respect to any Euro-Dollar Loan or any Euro-Dollar Loan is converted or continued (pursuant to Article 2 or 6 or 8 or otherwise) or funds on deposit in a Cash Collateral Account are applied to repay Euro-Dollar Loans on any day other than the last day of an Interest Period applicable thereto or if a Borrower fails (due to a cause within its control or a failure to meet a condition to borrowing) to borrow, prepay, convert or continue any Euro-Dollar Loans after notice has been given to any Lender in accordance with Section 2.04(a), 2.11(a) or 2.13(b), such Borrower shall reimburse each applicable Lender on demand for any resulting loss or expense incurred by it (or by a participant in the related Loan or a Person which was obligated to become such a participant), including (without limitation) any loss incurred in obtaining, liquidating or employing deposits from third parties, but excluding loss of margin for the period after such payment or conversion or failure to borrow, prepay, convert or continue; provided that such Lender shall have delivered to the applicable Borrowers’ Agent a certificate as to the amount of such loss or expense, which certificate shall be conclusive in the absence of manifest error.

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Section 2.16. Computation of Interest and Fees. Interest based on the Adjusted LIBO Rate or the Federal Funds Rate and all commitment fees and letters of credit fees shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed (including the first day but excluding the last day). All other interest and all Acceptance Fees shall be computed on the basis of a year of 365 (366 in a leap year in the case of interest on U.S. Base Rate Loans based on the Prime Rate) days and paid for the actual number of days elapsed (including the first day but excluding the last day). For the purposes of this Agreement, whenever any interest is calculated on the basis of a period of time other than a calendar year, the annual rate of interest to which each rate of interest determined pursuant to such calculation is equivalent for the purposes of the Interest Act (Canada) is such rate as so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by the number of days used in the basis for such determination.

Section 2.17. Judgment Currency. If for the purpose of obtaining judgment in any court it is necessary to convert a sum due from any Borrower under any Financing Document or Bankers’ Acceptance in the currency expressed to be payable in any Financing Document or Bankers’ Acceptance (the “specified currency”) into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the applicable Administrative Agent could purchase the specified currency with such other currency at (i) where the specified currency is Dollars, the General Administrative Agent’s New York office and (ii) where the specified currency is Canadian Dollars, the Canadian Administrative Agent’s Toronto office, in each case at 11:00 A.M. (Eastern time) on the Business Day preceding that on which final judgment is given. The obligations of each Borrower in respect of any sum due to any Lender or either Administrative Agent under any Financing Document or Bankers’ Acceptance shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender or such Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender or such Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase the specified currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally due to such Lender or such Administrative Agent, as the case may be, in the specified currency, each Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or such Administrative Agent, as the case may be, against such loss, and if the amount of the specified currency so purchased exceeds (a) the sum originally due to any Lender or Administrative Agent, as the case may be, and (b) any amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Section 9.04, such Lender or such Administrative Agent, as the case may be, agrees to remit promptly such excess to such Borrower.

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Section 2.18. Currency Equivalents. (a) The Canadian Administrative Agent shall determine the Dollar Amount of each of the Canadian Dollar Loans and Canadian Letter of Credit Liabilities which are denominated in Canadian Dollars as of (i) the date of Borrowing of a Canadian Dollar Loan (including the date of acceptance and purchase of Banker’s Acceptances) or issuance of a Canadian Letter of Credit that is denominated in Canadian Dollars and (ii) the last Business Day of each Fiscal Month or, if a request has been made by the Collateral Agent with respect to the Canadian Borrower under Section 5.01(b)(i), on the last Business Day of each calendar week or calendar day, as applicable. Each such determination shall be based on the Spot Rate (x) on the date of the related Notice of Utilization for purposes of the initial such determination for any Canadian Dollar Loans or Canadian Letter of Credit Liabilities which are denominated in Canadian Dollars and (y) the second Business Day prior to the date as of which such Dollar Amount is to be determined for purposes of any subsequent determination. The Canadian Administrative Agent shall promptly notify the Canadian Borrower and the Canadian Lenders of each Dollar Amount so determined by it.

(b) The Canadian Administrative Agent shall determine the Dollar Amount of the Canadian Maximum Availability, the Canadian Borrower’s Borrowing Base and the Canadian Secured Derivative Obligations, in each case as of the Effective Date and thereafter as of (i) the date of any Borrowing of a Canadian Loan (including the date of acceptance and purchase of Bankers’ Acceptances) or of any issuance of a Canadian Letter of Credit that is denominated in Canadian Dollars and (ii) the last Business Day of each Fiscal Month or, if a request has been made by the Collateral Agent with respect to the Canadian Borrower under Section 5.01(b)(i), on the last Business Day of each calendar week or calendar day. Each such determination shall be based on the Spot Rate (x) on the Effective Date for purposes of the initial such determination and (y) on the second Business Day prior to the date as of which such Dollar Amount is to be determined for purposes of any subsequent determination. The Canadian Administrative Agent shall promptly notify the Canadian Borrower and such Canadian Lenders of each Dollar Amount so determined by it.

(c) If, after giving effect to any such determination of a Dollar Amount, the Canadian Total Outstanding Amount so determined exceeds 105% of the Canadian Maximum Availability, the Canadian Borrower shall within three Business Days take such action pursuant to Section 2.09 as may be necessary to cause the Canadian Total Outstanding Amount to be equal to or less than the Canadian Maximum Availability; provided that such action shall be taken within one Business Day if upon such determination of a Dollar Amount, the sum of U.S. Total Outstanding Amount and the Canadian Total Outstanding Amount exceeds the sum of the U.S. Maximum Availability and the Canadian Maximum Availability.

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Section 2.19. Swingline Loans.

(a) Commitment to Make Swingline Loans. During the Revolving Credit Period, the Swingline Lender agrees, on the terms and conditions set forth in this Agreement, to make Swingline Loans to the U.S. Borrowers pursuant to this Section from time to time, provided that, immediately after each such Swingline Loan is made, (w) the aggregate principal amount of outstanding Swingline Loans shall not exceed $25,000,000, (x) the aggregate U.S. Outstandings of each U.S. Lender (including the Swingline Lender) would not exceed its U.S. Commitment, (y) the U.S. Total Outstanding Amount would not exceed the U.S. Maximum Availability and (z) the Total Company Outstanding Amount would not exceed $200,000,000, and provided further that the Swingline Lender shall not be required to make a Swingline Loan on any date that is the last day of a calendar quarter; and provided further that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Borrowing under this Section shall be in an aggregate principal amount of $100,000 or any larger multiple of $100,000. Within the foregoing limits, the U.S. Borrowers may borrow under this Section, prepay Swingline Loans to the extent permitted by subsection (f) of this Section and, on the terms and conditions set forth in this Agreement, reborrow Swingline Loans under this Section at any time during the Revolving Credit Period.

(b) Notice of Swingline Borrowing. To request a Swingline Loan, the U.S. Borrowers’ Agent shall give the General Administrative Agent notice (a “Notice of Swingline Borrowing”) not later than 12:00 Noon (Eastern time) on the date of each Swingline Borrowing, specifying (i) the name of the relevant Borrower, (ii) the date of such Swingline Borrowing, which shall be a Business Day but shall not be the last day of a calendar quarter, and (iii) the aggregate amount of such Swingline Borrowing, which shall be at least $100,000.

(c) Notice to Swingline Lender; Funding of Swingline Loans. Upon receipt of a Notice of Swingline Borrowing, the General Administrative Agent shall promptly advise the Swingline Lender of the contents thereof, and such Notice of Swingline Borrowing shall not thereafter be revocable by the U.S. Borrowers’ Agent. Unless the General Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied and notifies the Swingline Lender of such non-satisfaction by 1:00 P.M. (Eastern time) on the requested date of such Swingline Loan, the Swingline Lender shall make each Swingline Loan available to the relevant U.S. Borrower by 3:00 P.M. (Eastern time) on the requested date of such Swingline Loan at the General Administrative Agent’s address referred to in Section 9.01.

(d) Maturity of Swingline Loans. Each Swingline Loan shall mature, and the then unpaid principal amount of such Swingline Loan (together with interest accrued thereon) shall be due and payable, on the earliest of (i) the Termination Date, (ii) the date that is ten Business Days after the date such Swingline Loan is made and (iii) the first date after such Swingline Loan is made

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that is the last day of a calendar quarter; provided that on each date that a Base Rate Borrowing or Euro-Dollar Borrowing is made, the U.S. Borrowers shall repay all Swingline Loans then outstanding; and provided further that whenever any payment of principal of a Swingline Loan shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Business Day.

(e) Interest Rate on Swingline Loans. Each Swingline Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Swingline Loan is made to but excluding the date it becomes due, at a rate per annum equal to the sum of the Base Rate Margin for such day plus the Base Rate for such day. Such interest shall be payable quarterly in arrears on each Quarterly Date, and on the Termination Date; provided that whenever any payment of interest on a Swingline Loan shall be due on a day which is not a Business Day, the date for payment thereof shall be the next preceding Business Day.

(f) Optional Prepayments of Swingline Loans. The U.S. Borrowers may (i) upon notice from the U.S. Borrowers’ Agent to the General Administrative Agent not later than 12:00 Noon (Eastern time) on the date of prepayment, prepay the Swingline Loans specified by the U.S. Borrowers’ Agent in whole at any time, or from time to time in part in amounts aggregating $100,000 or any larger multiple of $100,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied (i) to prepay the Swingline Loans of the Swingline Lender, and (ii) if participations in any Swingline Loans have been acquired pursuant to subsection (g) of this Section, to reduce ratably the Swingline Exposure of the U.S. Lenders that have acquired such participations. Upon receipt of a notice of prepayment pursuant to this Section, the General Administrative Agent shall promptly (x) notify the Swingline Lender of the contents thereof and (y) if participations in any Swingline Loans have been acquired pursuant to subsection (g) of this Section, notify each U.S. Lender that has acquired such participations of the contents thereof and of such U.S. Lender’s ratable share (if any) of such prepayment, and such notice shall not thereafter be revocable by the U.S. Borrowers’ Agent.

(g) Swingline Loan Participations. The Swingline Lender may by written notice given to the General Administrative Agent not later than 10:00 A.M. (Eastern time) on any Business Day require the U.S. Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which U.S. Lenders will participate. Promptly upon receipt of such notice, the General Administrative Agent will notify each U.S. Lender as to the details thereof and such U.S. Lender’s Percentage of such aggregate amount of Swingline Loans. Each U.S. Lender hereby absolutely and unconditionally

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agrees, upon receipt of notice as provided above, to pay to the General Administrative Agent, for the account of the Swingline Lender, such U.S. Lender’s Percentage of such aggregate amount of Swingline Loans. Each U.S. Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this subsection is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the U.S. Commitments, and that each payment by a U.S. Lender to acquire such participations shall be made without any offset, abatement, withholding or reduction whatsoever. Each U.S. Lender shall comply with its obligation under this subsection by making available by wire transfer its share of such Swingline Loan or Loans in Federal or other funds immediately available in New York City, in the same manner as provided in Section 2.04 with respect to Loans (and Section 2.04(c) shall apply, mutatis mutandis to the payment obligations of the U.S. Lenders under this subsection), and the General Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the U.S. Lenders. The General Administrative Agent shall notify the U.S. Borrowers’ Agent of any participations in any Swingline Loan acquired pursuant to this subsection, and thereafter payments in respect of such Swingline Loan shall be made to the General Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the U.S. Borrowers in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the General Administrative Agent; any such amounts received by the General Administrative Agent shall be promptly remitted by the General Administrative Agent to the U.S. Lenders that shall have made their payments pursuant to this subsection and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid promptly to the Swingline Lender or to the General Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the U.S. Borrowers for any reason. The purchase of participations in a Swingline Loan pursuant to this subsection shall not relieve the U.S. Borrowers of any default in the payment thereof.

(h) Swingline Note. Each U.S. Borrower’s obligation to repay the Swingline Loans shall be evidenced by a single Note from such U.S. Borrower substantially in form of Exhibit A-2 hereto (the “Swingline Note”). Upon receipt of a Swingline Note pursuant to Section 3.01(b), the General Administrative Agent shall forward the Swingline Note to the Swingline Lender.

Section 2.20. Letters of Credit. (a) General. Subject to the terms and conditions set forth herein, a Borrower may request the issuance of Letters of Credit denominated in Dollars or, in the case of the Canadian Borrower only, Canadian Dollars for its own account, in a form reasonably acceptable to the applicable Administrative Agent and the applicable Issuing Lender, from time to time during the Revolving Credit Period. If the terms and conditions of any form of letter of credit application or other agreement submitted by a Borrower to, or

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entered into by a Borrower with, any Issuing Lender relating to any Letter of Credit are not consistent with the terms and conditions of this Agreement, the terms and conditions of this Agreement shall control.

(b) Notice of Issuance, Amendment, Renewal or Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the applicable Borrowers’ Agent (on behalf of the requesting Borrower) shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Lender) to the applicable Issuing Lender and the applicable Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice (an “Issuance Request”) requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with Section 2.20(c)), the amount and, in the case of the Canadian Borrower, the currency of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Lender, the applicable Borrower also shall submit a letter of credit application on such Issuing Lender’s standard form (with such changes as are agreed by such Issuing Lender and such Borrower) in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, (i) the Dollar Amount of all Letter of Credit Liabilities will not exceed $200,000,000, (ii) if the applicable Borrower is a U.S. Borrower, the U.S. Total Outstanding Amount will not exceed the U.S. Maximum Availability then in effect, (iii) if the applicable Borrower is the Canadian Borrower, the Canadian Total Outstanding Amount will not exceed the Canadian Maximum Availability then in effect and (iv) if the applicable Borrower is the Company, that the Total Company Outstanding Amount will not exceed $200,000,000.

(c) Expiration Date. Each Letter of Credit shall expire at or before the close of business on the earlier of (i) the date that is twelve months after such Letter of Credit is issued (or, in the case of any renewal or extension thereof, twelve months after such renewal or extension) and (ii) the date that is five Business Days before the Termination Date, and no Letter of Credit shall have a term extending beyond the date that is five Business Days before the Termination Date.

(d) Participations. Effective upon the issuance of a Letter of Credit of any Class (or an amendment to a Letter of Credit of any Class increasing the amount thereof) and without any further action on the part of the applicable Issuing Lender or the Lenders, the applicable Issuing Lender grants to each

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Participating Lender, and each Participating Lender acquires from such Issuing Lender, a participation in such Letter of Credit equal to such Participating Lender’s Percentage of the aggregate amount available to be drawn thereunder. Pursuant to such participation, each Participating Lender agrees to pay to the applicable Administrative Agent, for the account of the applicable Issuing Lender, such Participating Lender’s Percentage of (i) each LC Disbursement made by such Issuing Lender and not reimbursed by the applicable Borrower on the date due as provided in Section 2.20(e) and (ii) any reimbursement payment required to be refunded to the applicable Borrower for any reason. Each Participating Lender’s obligation to acquire participations and make payments pursuant to this subsection is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Commitments, and each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(e) Reimbursement. If any Issuing Lender makes any LC Disbursement under a Letter of Credit issued by it, the applicable Borrower shall reimburse such Issuing Lender by paying an amount equal to such LC Disbursement in the currency of such LC Disbursement to the applicable Administrative Agent not later than 12:00 Noon (Eastern time) on the day that such LC Disbursement is made, if such Borrower receives notice of such LC Disbursement; before 10:00 A.M., Eastern time, on such day, or, if such notice has not been received by such Borrower before such time on such day, then not later than 12:00 Noon Eastern time, on (i) the Business Day that such Borrower receives such notice, if such notice is received before 10:00 A.M., Eastern time, on the day of receipt, or (ii) the next Business Day, if such notice is not received before such time on the day of receipt; provided that, if the Dollar Amount of such LC Disbursement is at least $1,000,000, the applicable Borrower may, subject to the conditions to borrowing set forth herein (but without giving effect to any minimum Loan amount requirements), request in accordance with Section 2.02 that such payment be made with the proceeds of (x) if the LC Disbursements were denominated in Dollars, a Base Rate Loan in an equivalent Dollar amount and (y) if the LC Disbursements were denominated in Canadian Dollars, a Canadian Prime Rate Loan in an equivalent Canadian Dollar amount and, to the extent so financed, the applicable Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate Loan or Canadian Prime Rate Loan, as applicable. If a Borrower fails to make such payment when due, the applicable

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Administrative Agent shall notify each Participating Lender of the applicable LC Disbursement, the payment then due from such Borrower in respect thereof and such Participating Lender’s Percentage thereof. Promptly after it receives such notice, each Participating Lender shall pay to the applicable Administrative Agent its Percentage of the payment then due from the applicable Borrower, in the same manner as is provided in Section 2.04 with respect to Loans made by such Participating Lender (and Section 2.04(b) shall apply, mutatis mutandis, to such payment obligations of the Participating Lenders), and the applicable Administrative Agent shall promptly pay to the applicable Issuing Lender the amounts so received by it from the Participating Lenders. If a Participating Lender makes a payment pursuant to this subsection to reimburse an Issuing Lender for any LC Disbursement (other than by funding Base Rate Loans or Canadian Prime Rate Loans as contemplated above), (i) such payment will not constitute a Loan and will not relieve the applicable Borrower of its obligation to reimburse such LC Disbursement and (ii) such Participating Lender will be subrogated to its pro rata share of the applicable Issuing Lender’s claim against the applicable Borrower for such reimbursement. Promptly after the applicable Administrative Agent receives any payment from a Borrower pursuant to this subsection, such Administrative Agent will distribute such payment to the applicable Issuing Lender or, if Participating Lenders have made payments pursuant to this subsection to reimburse such Issuing Lender, then to such Participating Lenders and such Issuing Lender as their interests may appear.

(f) Obligations Absolute. A Borrower’s obligation to reimburse LC Disbursements as provided in Section 2.20(e) shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by an Issuing Lender under a Letter of Credit issued by it against presentation of a draft or other document that does not comply with the terms of such Letter of Credit or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, such Borrower’s obligations hereunder, provided that this Section 2.20(f) shall not limit the rights of a Borrower under Section 2.20(g).

(g) Indemnification. None of the Administrative Agents, the Participating Lenders, the Issuing Lenders and their respective Affiliates shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in Section 2.20(f)), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the applicable Issuing Lender; provided that notwithstanding Section 2.20(f), a Borrower shall have a claim against an Issuing Lender to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are waived by the Borrowers to the extent permitted by applicable law) suffered by it that are caused by such Issuing Lender’s failure to exercise care when determining whether drafts and other documents presented

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under a Letter of Credit comply with the terms thereof. In the absence of gross negligence or willful misconduct on the part of an Issuing Lender (as finally determined by a court of competent jurisdiction), such Issuing Lender shall be deemed to have exercised care in each such determination. Without limiting the generality of the foregoing, the parties hereto agree that (A) with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the applicable Issuing Lender may, in the exercise of its sole discretion (acting without gross negligence or willful misconduct), accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary or (B) the applicable issuing Lender may, in its sole discretion, refuse to accept and make payment upon documents presented if such documents do not strictly comply with the terms of such Letter of Credit.

(h) Disbursement Procedures. Each Issuing Lender shall, promptly after its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit issued by it. Each Issuing Lender shall promptly notify the applicable Administrative Agent and the applicable Borrower of such demand for payment and whether such Issuing Lender has made or will make an LC Disbursement pursuant thereto; provided that any failure to give or delay in giving such notice will not relieve the applicable Borrower of its obligation to reimburse such Issuing Lender with respect to any such LC Disbursement.

(i) Interim Interest. Unless a Borrower reimburses an LC Disbursement in full on the day it is made, the unpaid amount thereof shall bear interest, for each day from and including the day on which such LC Disbursement is made to but excluding the day on which such Borrower reimburses such LC Disbursement, at the rate per annum then applicable to (a) if such amount is denominated in Dollars, Base Rate Loans and (b) if such amount is denominated in Canadian Dollars, Canadian Prime Rate Loans; provided that if the Borrower fails to reimburse such LC Disbursement when due pursuant to Section 2.20(e), then Section 2.08(d) shall apply. Interest accrued pursuant to this subsection shall be for the account of the applicable Issuing Lender, except that a pro rata share of interest accrued on and after the day that any Participating Lender reimburses such Issuing Lender for a portion of such LC Disbursement pursuant to Section 2.20(e) shall be for the account of such Participating Lender.

(j) Replacement of Issuing Lender. An Issuing Lender may be replaced at any time by written agreement among the applicable Borrower, the applicable Administrative Agent and the successor Issuing Lender. Such Administrative Agent shall notify the applicable Participating Lenders of any such replacement. At the time any such replacement becomes effective, the applicable Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Lender pursuant to Section 2.07. On and after the effective date of any such replacement, (i) the successor Issuing Lender will have all the rights and obligations of the replaced Issuing Lender under this Agreement with respect to Letters of Credit to

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be issued by it thereafter and (ii) references herein to the term “Issuing Lender” will be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After an Issuing Lender is replaced, it will remain a party hereto and will continue to have all the rights and obligations of an Issuing Lender under this Agreement with respect to Letters of Credit issued by it before such replacement, but will not be required to issue additional Letters of Credit.

(k) Each Borrower may, at any time and from time to time with the consent of the applicable Administrative Agent (which consent shall not be unreasonably withheld or delayed) and such Lender, designate one or more additional U.S. Lenders (or any Lender Affiliate thereof subject to the satisfaction of the conditions with respect thereto set forth in the definition of “U.S. Issuing Lender”) to act as a U.S. Issuing Lender or a Canadian Lender (or any Lender Affiliate thereof subject to the satisfaction of the conditions with respect thereto set forth in the definition of “Canadian Issuing Lender”) to act as a Canadian Issuing Lender under the terms of this Agreement; provided that the total number of Lenders for either Class so designated at any time shall not exceed 5. Any Lender designated as a U.S. Issuing Lender or a Canadian Issuing Lender pursuant to this paragraph (k) shall be deemed to be a “U.S. Issuing Lender” or “Canadian Issuing Lender” (as applicable) for the purposes of this Agreement (in addition to being a Lender) with respect to Letters of Credit issued by such Lender. Any Lender Affiliate designated as a U.S. Issuing Lender or a Canadian Issuing Lender (as applicable) pursuant to this paragraph (k) shall be deemed a “U.S. Issuing Lender” or a “Canadian Issuing Lender” (as applicable) with respect to Letters of Credit issued by such Lender Affiliate.

Section 2.21. Stop Issuance Notice. If the Required Lenders determine at any time that the conditions set forth in Section 3.02 would not be satisfied in respect of a Borrowing at such time, then the Required Lenders may request that the General Administrative Agent issue a “Stop Issuance Notice”, and the General Administrative Agent shall issue such notice to each Issuing Lender and the Canadian Administrative Agent. Such Stop Issuance Notice shall be withdrawn upon a determination by the Required Lenders that the circumstances giving rise thereto no longer exist. No Letter of Credit shall be issued while a Stop Issuance Notice is in effect. The Required Lenders may request issuance of a Stop Issuance Notice only if there is a reasonable basis therefor and shall consider reasonably and in good faith a request from the Company for withdrawal of the same on the basis that the conditions in Section 3.02 are satisfied; provided that the Administrative Agents and each Issuing Lender may and shall conclusively rely on any Stop Issuance Notice while it remains in effect.

Section 2.22. Increase in Commitments. (a) At any time, the Company may, if it so elects, increase the amount of the U.S. Commitments (each such increase to be in an aggregate amount of not less than $5,000,000), either by designating a financial institution or institutions (or other Person) not theretofore Lenders to become U.S. Lenders (such designation to be effective only with the

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prior written consent of the General Administrative Agent, which consent will not be unreasonably withheld or delayed, and only if each such financial institution (or other Person) accepts a U.S. Commitment of not less than $5,000,000) or by agreeing with an existing U.S. Lender or existing U.S. Lenders that such Lender’s or Lenders’ U.S. Commitments shall be increased. Upon execution and delivery by the Company and the other U.S. Borrower and such U.S. Lender or U.S. Lenders or other financial institution or institutions (or other Person) of an instrument (a “Commitment Acceptance”) substantially in the form of Exhibit H hereto, such existing U.S. Lender or U.S. Lenders shall have additional U.S. Commitments as therein set forth or such other financial institution or institutions (or other Person) shall become U.S. Lenders with U.S. Commitments as therein set forth and with all the rights and obligations of U.S. Lenders with such U.S. Commitments hereunder; provided that:

(i) the Company and the other U.S. Borrower shall have delivered to the General Administrative Agent a copy of the Commitment Acceptance (a copy of which the General Administrative Agent shall promptly deliver to each U.S. Lender);

(ii) before and after giving effect to such increase, the representations and warranties of the Borrowers contained in Article 4 of this Agreement shall be true;

(iii) at the time of such increase, no Default shall have occurred and be continuing or would result from such increase;

(iv) after giving effect to such increase, the aggregate amount of the U.S. Commitments shall not exceed, by more than $150,000,000, the aggregate U.S. Commitments in effect on the Effective Date minus any reduction to the U.S. Commitments made pursuant to Section 2.10 or Section 2.12; and

(v) the General Administrative Agent shall have received such evidence (including an opinion of the Company’s counsel) as it may reasonably request to confirm the Company’s and the other U.S. Borrowers’ due authorization of the transactions contemplated by this Section and the validity and enforceability of the obligations of the Company and the other U.S. Borrowers resulting therefrom.

On the date of any such increase, each U.S. Borrower shall be deemed to have represented to the General Administrative Agent and the U.S. Lenders that the conditions set forth in clauses (i) through (v) above have been satisfied.

(b) At any time on or after the Receivables Facility Termination Date, the Company may, if it so elects, increase the amount of the U.S. Commitments (such increase to be in an aggregate amount of not less than $5,000,000), either by designating a financial institution or institutions (or other Person) not theretofore

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Lenders to become U.S. Lenders (such designation to be effective only with the prior written consent of the General Administrative Agent, which consent will not be unreasonably withheld or delayed, and only if each such financial institution (or other Person) accepts a U.S. Commitment of not less than $5,000,000) or by agreeing with an existing U.S. Lender or existing U.S. Lenders that such Lender’s or Lenders’ U.S. Commitments shall be increased. Upon execution and delivery by the Company and the other U.S. Borrower and such U.S. Lender or U.S. Lenders or other financial institution or institutions (or other Person) of a Commitment Acceptance, such existing U.S. Lender or U.S. Lenders shall have additional U.S. Commitments as therein set forth or such other financial institution or institutions (or other Person) shall become U.S. Lenders with U.S. Commitments as therein set forth and with all the rights and obligations of U.S. Lenders with such U.S. Commitments hereunder; provided that:

(i) the Company and the other U.S. Borrower shall have delivered to the General Administrative Agent a copy of the Commitment Acceptance (a copy of which the General Administrative Agent shall promptly deliver to each U.S. Lender);

(ii) the written consent (which shall not be unreasonably withheld) of the Security Agents to such increase in the U.S. Commitments shall have been obtained;

(iii) before and after giving effect to such increase, the representations and warranties of the Borrowers contained in Article 4 of this Agreement shall be true;

(iv) at the time of such increase, no Default shall have occurred and be continuing or would result from such increase;

(v) after giving effect to such increase but excluding the effect of any increase in Commitments pursuant to Section 2.22(a), the aggregate amount of the U.S. Commitments shall not exceed, by more than the lesser of (X) the total commitments under the Receivables Facility (or any Replacement Receivables Facility) as of the Receivables Facility Termination Date and (Y) $650,000,000, the aggregate U.S. Commitments in effect on the Effective Date minus any reduction to the U.S. Commitments made pursuant to Section 2.10 or Section 2.12; and

(vi) the General Administrative Agent shall have received such evidence (including an opinion of the Company’s counsel) as it may reasonably request to confirm the Company’s and the other U.S. Borrowers’ due authorization of the transactions contemplated by this Section and the validity and enforceability of the obligations of the Company and the other U.S. Borrowers resulting therefrom.

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On the date of any such increase, each U.S. Borrower shall be deemed to have represented to the General Administrative Agent and the U.S. Lenders that the conditions set forth in clauses (i) through (v) above have been satisfied.

(c) Upon any increase in the amount of the Commitments pursuant to Section 2.22(a) or (b):

(i) the applicable Borrower shall (A) at the end of the current Interest Period, in the case of any Group of Euro-Dollar Loans of such Class then outstanding and (B) within five Business Days, in the case of any other Group of Loans of such Class outstanding, prepay or repay each such Group of Loans of such Class then outstanding in its entirety and, to the extent such Borrower elects to do so and subject to the conditions specified in Section 3.02, such Borrower shall reborrow Loans of such Class from the applicable Lenders in proportion to their respective Commitments of such Class after giving effect to such increase, until such time as all outstanding Loans of such Class are held by the Lenders in such proportion; provided that if at any time after such increase but prior to such prepayment or repayment (1) an Event of Default under Section 6.01(a) or 6.01(d) shall have occurred and be continuing or (2) any other Event of Default shall have occurred and shall have continued unremedied for a period of at least 5 Business Days, the Lenders whose Commitments of such Class have not been assumed or increased pursuant to clause (a) of this Section (each, a “Non-Increasing Lender”) shall sell to each Lender whose Commitment of such Class has been assumed or increased pursuant to clause (a) of this Section (each, an “Increased Commitment Lender”), and each Increased Commitment Lender shall purchase from each Non-Increasing Lender, such participations in the Loans of such Class then outstanding in an amount such that, after giving effect to all such purchases and sales, all outstanding Loans of such Class are held by Lenders in proportion to their respective Commitments of such Class, after giving effect to such assumptions and increases;

(ii) each existing Non-Increasing Lender shall be deemed, without further action by any party hereto, to have sold to each Increased Commitment Lender and each Increased Commitment Lender shall be deemed, without further action by any party hereto, to have purchased from each Non-Increasing Lender, a participation (on the terms specified in Section 2.20) in each Letter of Credit of the applicable Class in an amount such that, after giving effect to all such purchases and sales, all outstanding Letter of Credit Liabilities of such Class are held by Lenders in proportion to their respective Commitments of such Class after giving effect to such assumptions and increases; and

(iii) in the case of any increase in the amount of the U.S. Commitments, each existing Non-Increasing Lender who is a U.S. Lender shall be deemed, without further action by any party hereto, to have sold

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to each Increased Commitment Lender who is a U.S. Lender and each Increased Commitment Lender who is a U.S. Lender shall be deemed, without further action by any party hereto, to have purchased from each Non-Increasing Lender who is a U.S. Lender, a participation (on the terms specified in Section 2.19) in each Swingline Loan in an amount such that, after giving effect to all such purchases and sales, all outstanding Swing Line Exposures are held by U.S. Lenders in proportion to their respective U.S. Commitments after giving effect to such assumptions and increases.

ARTICLE 3

CONDITIONS

Section 3.01. Conditions to Effectiveness. This Agreement (including the obligations of the Lenders to make Loans or accept Bankers’ Acceptances or of the Issuing Lenders to issue Letters of Credit or of the Swingline Lender to make Swingline Loans hereunder) shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.05):

(a) the General Administrative Agent (or its counsel) shall have received counterparts hereof signed by each Borrower and each of the Lenders listed on the signature pages hereof, which Lenders shall constitute, at a minimum, the Required Lenders under the Existing Credit Agreement (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the General Administrative Agent in form satisfactory to it of telex, facsimile or other written confirmation from such party that it has executed a counterpart hereof);

(b) the General Administrative Agent shall have received (i) a duly executed Note for each applicable Borrower for the account of each requesting Lender dated on or before the Effective Date and (ii) a duly executed Swingline Note for each U.S. Borrower for the account of the Swingline Lender dated on or before the Effective Date and complying with the provisions of Section 2.19(h);

(c) the General Administrative Agent shall have received an opinion of (i) special New York counsel for the Credit Parties, substantially in the form of Exhibit D-1 hereto and (ii) special Canadian counsel to the Credit Parties, substantially in the form of Exhibit D-2-1 and Exhibit D-2-2 hereto, in each case covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request;

(d) the General Administrative Agent shall have received an opinion of Davis Polk & Wardwell, special counsel for the General

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Administrative Agent, substantially in the form of Exhibit E hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request;

(e) the General Administrative Agent shall have received a certificate signed by a Financial Officer (or other authorized officer reasonably acceptable to the General Administrative Agent) of each Borrower and in form and substance satisfactory to the General Administrative Agent to the effect set forth in clauses (c), (d), (e) and (f) of Section 3.02 (substituting the phrase “date hereof” for the phrase “such Credit Event” or “date of such Credit Event”, as applicable);

(f) the General Administrative Agent shall have received a certificate signed by the Secretary (or, if there is no Secretary, an officer) of each Borrower setting forth the names and titles of the individuals authorized to give notices on behalf of such Borrower pursuant to Article 2 and Article 8 of this Agreement;

(g) the fact that the Required Lenders shall not have notified the General Administrative Agent of their determination that, since December 31, 2005, there has been an event, circumstance or development other than the Disclosed Matters (including any default or event of default under any capital stock, debt, lease or other financial contract of the Company or its Subsidiaries) that has had, or could reasonably be expected to have, a material adverse effect on the business, condition (financial or otherwise), results of operations, properties or liabilities of the Company and its Consolidated Subsidiaries, considered as a whole;

(h) the Borrowers shall have paid all other fees and other amounts due and payable to the Arrangers, the Agents and the Lenders on or before the Effective Date, including, to the extent invoiced, all out-of-pocket expenses (including all fees, charges and disbursements of counsel) required to be reimbursed or paid by any Borrower under the Financing Documents;

(i) the Collateral and Guarantee Requirement shall have been satisfied and the General Administrative Agent shall have received completed Perfection Certificates dated the Effective Date and signed by a Financial Officer or other executive officer of each Credit Party, together with all attachments contemplated thereby, including (i) in the case of each U.S. Credit Party, the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the U.S. Credit Parties contemplated by the U.S. Perfection Certificates and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the General Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 5.12 or have been released and (ii) in the case of

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each Canadian Credit Party, the results of all applicable personal property security search reports listing all filings made with respect to the Canadian Credit Parties contemplated by the Canadian Perfection Certificates and copies of the financing statements or similar documents disclosed by such searches and evidence reasonably satisfactory to the General Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 5.12 or have been released;

(j) the General Administrative Agent shall have received evidence reasonably satisfactory to it that all insurance required by Section 5.03 is in effect;

(k) the General Administrative Agent and each Security Agent shall have received a completed Borrowing Base Certificate for each Borrower dated the Effective Date and setting forth the calculation of the Borrowing Base as of December 31, 2006, signed by a Responsible Officer of such Borrower and in form and substance satisfactory to each Security Agent;

(l) the General Administrative Agent shall have received evidence satisfactory to it that immediately after giving effect to any Borrowings to occur, any Swingline Loans to be made and any Letters of Credit to be issued (or to remain outstanding) on the Effective Date, Total Facility Availability shall be equal to or greater than $150,000,000;

(m) the General Administrative Agent shall have received all documents and certificates the General Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Credit Party, the corporate authority for and the validity of the Financing Documents and any other matters relating to the Credit Parties, the Financing Documents and the Financing Transactions, all in form and substance satisfactory to the General Administrative Agent;

(n) the General Administrative Agent shall have received evidence satisfactory to it that the Effective Date Receivables Facility shall have become, or substantially simultaneously with any initial Credit Event on the Effective Date shall become, effective in accordance with the Effective Date Receivables Facility Documents and applicable law, without any amendment or waiver of any material term or condition of the Effective Date Receivables Facility Documents not approved by the Required Lenders. The Lenders shall have received copies (certified by a Financial Officer of the Company as complete and correct) of the Effective Date Receivables Facility Documents and all certificates, opinions and other documents delivered thereunder, and shall be reasonably satisfied with the form and substance thereof;

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(o) the Lenders shall have received a five-year financial forecast of the Company and its Consolidated Subsidiaries, giving effect to the Financing Transactions, which financial forecast shall be satisfactory to the Lenders and shall include projection assumptions in reasonable detail;

(p) there shall be no action, suit, investigation or proceeding by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Borrower, threatened against or affecting the Company or any of its Subsidiaries that (i) could reasonably be expected, either individually or in the aggregate, to result in a Material Adverse Effect or (ii) purports to adversely affect any Financing Transaction, or any other related transaction; and

(q) the Collateral Agents shall have received, and shall be reasonably satisfied with the scope and results of, a substantially complete independent third-party inventory appraisal and collateral review with respect to the Company and its Subsidiaries, the cost of which shall be borne by the Company;

provided that this Amended Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than January 31, 2007. On the Effective Date, (i) the Existing Credit Agreement shall be automatically amended and restated in its entirety to read as this Amended Agreement, (ii) each Person listed on the signature pages hereof which is not a party to the Existing Credit Agreement shall become a Lender party to this Agreement, (iii) the Commitment of each Lender shall be the amount set forth opposite the name of such Lender in the Commitment Schedule and (iv) any Lender party to the Existing Credit Agreement but not listed in the Commitment Schedule (a “Departing Lender”) shall cease to be a Lender party to this Agreement and all accrued fees and other amounts payable under the Existing Credit Agreement for the account of such Departing Lender shall be due and payable on the Effective Date; provided that the provisions of Sections 8.03, 8.04 and 9.03 of the Existing Agreement shall continue to inure to the benefit of such Departing Lender. If any Letters of Credit are outstanding on the Effective Date, the participations therein of the Departing Lenders shall terminate and the participations of the Lenders therein shall be redetermined on the basis of their Commitments under this Amended Agreement as if issued on the Effective Date. Promptly after the Effective Date, each Departing Lender shall mark as “cancelled” any Notes issued to it pursuant to Section 2.05(b) and return such cancelled Notes to the Borrowers named therein. On the Effective Date, (i) each of the U.S. Borrowers will prepay outstanding U.S. Loans as necessary in order that after giving effect thereto, the U.S. Loans of each Departing Lender under the Existing Credit Agreement will be repaid in full and the U.S. Loans of the other U.S. Lenders in each Group will be held pro rata to their new U.S. Commitments, (ii) the Canadian Borrower will prepay all Canadian Loans outstanding under the Existing Credit Agreement and, to the extent it elects to do so, reborrow from the Canadian Lenders pro rata to their new Canadian Commitments, (iii) the Letter of

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Credit Liabilities of each Departing Lender will be terminated, (iv) the aggregate amount of the U.S. Letter of Credit Liabilities will be reallocated as necessary in order that after giving effect thereto, each U.S. Lender’s U.S. Letter of Credit Liabilities will be pro rata to its new U.S. Commitment and (v) the aggregate amount of the Canadian Letter of Credit Liabilities will be reallocated as necessary in order that after giving effect thereto, each Canadian Lender’s Canadian Letter of Credit Liabilities will be pro rata to its new Canadian Commitment. The General Administrative Agent shall promptly notify each Borrowers’ Agent, each Lender and each other party to the Existing Credit Agreement of the effectiveness of this Agreement, and such notice shall be conclusive and binding on all parties hereto.

Without limiting the generality of the provisions of Section 7.04, for purposes of determining compliance with the conditions specified in this Article 3, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the General Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.

Section 3.02. Conditions to Borrowings, Issuances of Letters of Credit and Acceptance of Bankers’ Acceptances. The obligation of any Lender to make a Loan on the occasion of any Borrowing (including by way of acceptance and purchase of Bankers’ Acceptances), the obligation of any Swingline Lender to make any Swingline Loan on the occasion of any Swingline Borrowing and the obligation of any Issuing Lender to issue (or extend the expiry date of) any Letter of Credit are subject to the satisfaction of the following conditions:

(a) the fact that the Effective Date shall have occurred on or prior to January 31, 2007;

(b) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 or a Notice of Swingline Borrowing as required by Section 2.19(b) or an Issuance Request as required by Section 2.20(b), as applicable;

(c) the fact that immediately before and after giving effect to such Credit Event, (i) the Canadian Total Outstanding Amount will not exceed the Canadian Maximum Availability and (ii) the U.S. Total Outstanding Amount will not exceed the U.S. Maximum Availability;

(d) the fact that immediately before and after giving effect to such Credit Event, the Total Company Outstanding Amount will not exceed $200,000,000;

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(e) the fact that, immediately before and after giving effect to such Credit Event, no Default shall have occurred and be continuing;

(f) the fact that the representations and warranties of each Credit Party contained in the Financing Documents (except, at any date after the Effective Date, those representations and warranties expressly made only as of the Effective Date) shall be true on and as of the date of such Credit Event;

(g) the fact that no Lender shall have notified the General Administrative Agent or the applicable Borrowers’ Agent within 15 Business Days after any date on which such Lender shall have received Required Financial Statements that, in the reasonable opinion of such Lender, such Required Financial Statements reflect (i) an event, circumstance or development (other than the Disclosed Matters) that has had, or could reasonably be expected to have, a material adverse effect on the business, financial condition or results of operations of the Company and its Consolidated Subsidiaries, considered as a whole, or (ii) the institution of, threat of, or an adverse development or determination (interim or final) in, any litigation (including, without limitation, any derivative action), any arbitration proceeding or any governmental proceeding which could be material to the consolidated financial position or future consolidated operations of the Company and its Consolidated Subsidiaries; and

(h) the fact that no Lender shall have notified the General Administrative Agent or the applicable Borrowers’ Agent within 15 Business Days after the date on which such Lender shall have received any Material Event Notice that such Lender, in the reasonable exercise of its discretion, objects to the occurrence of the relevant Borrowing, Swingline Borrowing or issuance of a Letter of Credit as a result of any event or matter disclosed in such Material Event Notice (unless such Lender shall have withdrawn such objection in a writing delivered to the General Administrative Agent and the applicable Borrowers’ Agent).

Each Credit Event hereunder shall be deemed to be a representation and warranty by the applicable Borrower on the date of such Credit Event as to the facts specified in clauses (c), (d), (e), (f) and (g) of this Section.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

As of the Effective Date and, except in the case of Section 4.05, as of the date of each Credit Event, each Borrower as to itself, the Canadian Borrower as to itself and its Subsidiaries, and the Company as to each Credit Party represents and warrants to the Administrative Agents and the Lenders that:

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Section 4.01. Corporate Existence and Power. Each Borrower is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; and each of the Company’s Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; and each Borrower and each of its Significant Subsidiaries is duly qualified and in good standing as a foreign Person authorized to do business in each jurisdiction where the failure to do so could reasonably be expected to have a material adverse effect on its financial position or results of operation or any Borrower’s ability to perform its obligations under the Financing Documents.

Section 4.02. Authorization; No Conflict. The Financing Transactions to be entered into by each Credit Party, (i) are within its corporate, limited liability company or similar company powers, (ii) have been duly authorized by all necessary corporate (or similar) action, (iii) require no action or approval by or in respect of, or filing with, any governmental body, agency or official and (iv) do not and will not contravene or conflict with any provision of law or of the certificate of incorporation or by-laws (or similar documents) of such Credit Party or of any agreement, judgment, injunction, order, decree or other instrument binding upon any Borrower or any Subsidiary of such Borrower or result in or permit the termination or modification of any agreement, judgment, injunction, order, decree or other instrument binding upon any Borrower or any Subsidiary of such Borrower or result in the creation or imposition of any Lien (other than Liens created pursuant to the Security Documents or any Lien permitted under Section 5.12) on any asset of any Borrower or any Subsidiary of such Borrower.

Section 4.03. Validity and Binding Nature as to Each Borrower. This Agreement has been duly executed and delivered by each Borrower and constitutes, and each other Financing Document to which any Credit Party is to be a party, when executed and delivered by such Credit Party, will constitute, a legal, valid, and binding obligation of such Borrower or such Credit Party, as the case may be, in each case enforceable in accordance with its terms, except as the enforceability thereof (i) may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and (ii) may be limited by general principles of equity (whether considered in a proceeding of law or equity).

Section 4.04. Financial Statements. (a) The audited consolidated balance sheet of the Company and its Consolidated Subsidiaries as of December 31, 2005 and the related consolidated statements of operations and reinvested earnings and of cash flows for the Fiscal Year then ended, reported on by PricewaterhouseCoopers LLP, and set forth in the Company’s 2005 annual report to shareholders, a copy of which has been delivered to each of the Lenders, fairly present, in conformity with GAAP, the consolidated financial position of the Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such Fiscal Year.

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(b) The unaudited consolidated balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 2006 and the related unaudited consolidated statements of operations and reinvested earnings and of cash flows for the Fiscal Quarter then ended and the nine months then ended, set forth in the Company’s quarterly report for the fiscal quarter ended September 30, 2006 as filed with the SEC on Form 10-Q, a copy of which has been delivered to each of the Lenders, fairly present, in conformity with GAAP applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, the consolidated financial position of the Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such Fiscal Quarter and such nine month period (subject to normal year-end adjustments).

(c) Since the end of the most recently ended Fiscal Year as to which the Company has delivered Required Financial Statements, there has been no event, circumstance or development other than the Disclosed Matters that has had, or could reasonably be expected to have, a material adverse effect on the business, financial position or results of operations of (i) any Credit Party or (ii) the Company and its Consolidated Subsidiaries, considered as a whole.

Section 4.05. Litigation and Contingent Liabilities of Borrowers. Except for the Disclosed Matters, no litigation (including, without limitation, derivative actions), arbitration proceedings or governmental proceedings are pending or, to the best of each Borrower’s knowledge, threatened against any Borrower or any Subsidiary of such Borrower in which there is a reasonable possibility of an adverse decision which could reasonably be expected to materially and adversely affect the consolidated financial position or future consolidated operations of the Company and its Consolidated Subsidiaries, and no material adverse development or determination, interim or final, has occurred in any litigation or proceeding so disclosed. Except for the Disclosed Matters, neither the Company nor any of its Consolidated Subsidiaries has as of the date of this Agreement any contingent liabilities material to the consolidated financial position or operations of the Company and its Consolidated Subsidiaries not provided for or disclosed in the financial statements referred to in Section 4.04.

Section 4.06. Company’s Subsidiaries. As of the Effective Date, the Company has no Subsidiaries other than those set forth on Part A of Schedule 4.06. As of the Effective Date, the Company has no Immaterial Subsidiaries other than those set forth in Part B of Schedule 4.06. Each U.S. Subsidiary and each Canadian Subsidiary of the Company (other than any Immaterial Subsidiary and any Special Purpose Receivables Subsidiary) is a Guarantor as of the Effective Date.

Section 4.07. Company’s Employee Benefit Plans. The Company has not been advised (nor does it otherwise have any information to the effect) that (i) any Plan as to which it or any of its Subsidiaries may have any liability fails to comply in any material respect with all applicable requirements of law and regulations,

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(ii) any Reportable Event has occurred with respect to any such Plan, (iii) it or any of its Subsidiaries has withdrawn from any such Plan or initiated steps to do so, or (iv) any steps have been taken to terminate any such Plan. The foregoing representation and warranty applies only to events and conditions described in this Section which are reasonably expected to result in liability of the Company and its Subsidiaries in an aggregate amount exceeding 1% of Consolidated Stockholders’ Equity.

Section 4.08. Environmental Matters. In the ordinary course of its business, the Company conducts an ongoing 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 liabilities and costs (including, without limitation, any capital or operating expenditures required for clean-up or closure of properties presently or previously owned, any capital or operating expenditures required to achieve or maintain compliance with environmental protection standards imposed by law or as a condition of any license, permit or contract, any related constraints on operating activities, including any periodic or permanent shutdown of any facility or reduction in the level of or change in the nature of operations conducted thereat, any costs or liabilities in connection with off-site disposal of wastes or Hazardous Substances, and any actual or potential liabilities to third parties, including employees, and any related costs and expenses). On the basis of this review, the Company has reasonably concluded that such associated liabilities and costs, including the costs of compliance with Environmental Laws, are unlikely to have a material adverse effect on the business, financial position or results or operations of the Company and its Subsidiaries, considered as a whole.

Section 4.09. Investment Company Act. No Credit Party is an “investment company” or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

Section 4.10. Regulation U. Neither the Company nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U).

Section 4.11. Security Documents. The Security Documents create valid security interests in the Collateral purported to be covered thereby, which security interests are and will remain perfected security interests, prior to all other Liens, other than Liens permitted under Section 5.12. Each of the representations and warranties made by each Credit Party in the Security Documents to which it is a party is true and correct in all material respects.

Section 4.12. Processing of Receivables. In the ordinary course of its business, each Credit Party processes its accounts receivable in a manner such that each payment received by such Credit Party in respect of accounts receivable is allocated to a specifically identified invoice, which invoice corresponds to a particular account receivable owing to such Credit Party.

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Section 4.13. Solvency. Immediately after the Financing Transactions to occur on the Effective Date are consummated and after giving effect to the application of the proceeds of each Loan made on the Effective Date, (1) the fair value of the assets of the Credit Parties, collectively, exceeds the liabilities of the Credit Parties, collectively, (2) each Credit Party has assets sufficient to conduct its operations in the ordinary course of business, (3) each Credit Party will be able to pay its debts and liabilities as they become due and (4) with respect to each Canadian Credit Party, (x) it has not ceased paying its current obligations in the ordinary course of business as they generally become due and (y) it is not for any reason unable to meet its obligations as they generally become due.

Section 4.14. Canadian Pension Plans. The Canadian Pension Plans are duly registered under the Income Tax Act (Canada) and all other applicable laws which require registration and no event has occurred which is reasonably likely to cause the loss of such registered status. All material obligations of each Credit Party (including fiduciary, funding, investment and administration obligations) required to be performed in connection with the Canadian Pension Plans and Canadian Benefit Plans and any funding agreements therefor have been performed in a timely fashion. To the knowledge of the Borrowers there have been no improper withdrawals or applications of the assets of the Canadian Pension Plans or the Canadian Benefit Plans by any Credit Party or its Affiliates. To the knowledge of the Borrowers, there are no material outstanding disputes involving any Credit Party or its Affiliates concerning the assets of the Canadian Pension Plans or the Canadian Benefit Plans. Except as disclosed in Schedule 4.14, based on the most recent actuarial valuations filed with Government Authorities, each of the Canadian Pension Plans was fully funded on a solvency basis as of the date of such actuarial valuations.

ARTICLE 5

COVENANTS

The Borrowers agree that, so long as any Lender has any Exposure hereunder:

Section 5.01. Reports, Certificates and Other Information.

(a) The Company will furnish to the General Administrative Agent (for delivery to each Lender):

(i) Audit Report. As soon as reasonably available and in any event within the earlier of (x) 100 days after the end of each Fiscal Year and (y) any applicable deadline established by the SEC, a consolidated balance sheet of the Company and its Consolidated Subsidiaries as of the

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end of such Fiscal Year and the related consolidated statements of operations and reinvested earnings and of cash flows for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, all certified as to fairness of presentation and conformity with GAAP by Ernst & Young LLP or other independent public accountants of nationally recognized standing selected by the Company, and a statement from such accountants containing a computation of each of the financial restrictions contained in this Article 5 and to the effect that, in making the examination necessary for the issuance of such annual audit report, such accountants have not become aware of any Default that has occurred and is continuing, or if they have become aware of any such Default, describing it.

(ii) Quarterly Reports. As soon as reasonably available and in any event within the earlier of (x) 55 days after the end of each Fiscal Quarter (including the last Fiscal Quarter) of each Fiscal Year and (y) any applicable deadline established by the SEC, an unaudited consolidated balance sheet of the Company and its Consolidated Subsidiaries as of the end of such Fiscal Quarter and the related consolidated statements of operations and reinvested earnings and of cash flows for the portion of the Fiscal Year ended at the end of such Fiscal Quarter, setting forth in comparative form their consolidated balance sheet at the end of the previous Fiscal Year and their consolidated statements of operations and cash flows for the corresponding portion of the previous Fiscal Year, all certified (subject to normal year-end adjustments) as to fairness of presentation and conformity with GAAP by a proper accounting officer of the Company or a Responsible Officer of the Company.

(iii) Monthly Reports. As soon as reasonably available and in any event within 30 (45, in the case of the first Fiscal Month ending after the Effective Date) days after the end of each Fiscal Month (including the last Fiscal Month) of each Fiscal Year, an unaudited consolidated balance sheet of the Company and its Consolidated Subsidiaries as of the end of such Fiscal Month and the related consolidated statements of operations and reinvested earnings and of cash flows for the portion of the Fiscal Year ended at the end of such Fiscal Month, setting forth in comparative form their consolidated balance sheet at the end of the previous Fiscal Year and their consolidated statements of operations and cash flows for the corresponding portion of the previous Fiscal Year (collectively, the “Monthly Financial Reports”); provided that, so long as Combined Availability for each day during a Fiscal Quarter is equal to or greater than $150,000,000, the foregoing Monthly Financial Reports in respect of each Fiscal Month of such Fiscal Quarter shall be furnished to the General Administrative Agent (for delivery to each Lender) within 30 days after the end of such Fiscal Quarter.

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(iv) Compliance Certificates. Contemporaneously with the furnishing of a copy of each annual report and of each quarterly statement provided for in this Section, a certificate dated the date of such annual report or such quarterly statement and signed by a Responsible Officer of the Company, (w) to the effect that no Default has occurred and is continuing, or, if there is any such Default, describing it and the steps, if any, being taken to cure it, (x) containing a detailed computation of the Fixed Charge Coverage Ratio and demonstrating compliance with the restrictions contained in Section 5.07, (y) identifying any additional Subsidiaries of the Company (other than Immaterial Subsidiaries), and (z) identifying in detail all then outstanding Derivative Obligations of the Credit Parties owing to a Person that was a Lender or a Lender Affiliate at the time such Derivative Obligation was committed, or to an assignee of such a Person, and the notional amounts of the contracts or other agreements pursuant to which such Derivative Obligations arise.

(v) Shareholder Reports and SEC Filings. As soon as practicable after the mailing thereof to the shareholders of the Company generally, copies of all financial statements, reports and proxy statements so mailed and promptly upon the filing thereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent) and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) which the Company shall have filed with the SEC.

(vi) Notice of Default, Litigation, and ERISA Matters. Promptly upon learning of (or otherwise having constructive knowledge of) the occurrence of any of the following, written notice thereof, describing the same and the steps being taken by the Company or the Subsidiary of the Company affected with respect thereto: (A) a Default, (B) the institution of, threat of, or any adverse development or determination (interim or final) in, any litigation (including, without limitation, any derivative action), any arbitration proceeding or any governmental proceeding in which there is a reasonable possibility of an adverse decision which could materially and adversely affect the consolidated financial position or future consolidated operations of the Company and its Consolidated Subsidiaries, considered as a whole, (C) the occurrence at any time after the Effective Date of any event, circumstance or development that has resulted in, or could reasonably be expected to result in, a material adverse effect on the business, financial position or results of operations of the Company and its Consolidated Subsidiaries considered as a whole, or (D) the occurrence of a Reportable Event under, or the institution of steps by the Company or any of its Subsidiaries to withdraw from, or the institution of steps to terminate, one or more Plans having aggregate Unfunded Liabilities (or, in the case of any Multiemployer Plan, having Unfunded Liabilities allocable to the Company or any of its Subsidiaries) in excess of 1% of Consolidated

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Stockholders’ Equity at the end of the immediately preceding month; and, if the Company shall receive any actuarial valuation in respect of the Ryerson Pension Plan or any Plan of any Significant Subsidiary of the Company, as soon as practicable after receipt thereof, a copy of each such actuarial valuation.

(vii) Changes in Ratings. As soon as practicable after a Responsible Officer of the Company shall learn of a change in the rating of the Company’s unsecured long-term debt securities by either Moody’s or S&P, written notice thereof.

(viii) Annual Forecasts. Within 30 days following the commencement of each Fiscal Year, the Company’s operating and cash flow forecast for such Fiscal Year (a “Forecast”) (which Forecast shall include a projected consolidated balance sheet summary for the Company and its Consolidated Subsidiaries and a projected Borrowing Base as of the last day of each Fiscal Quarter in such Fiscal Year and the related projected statements of consolidated income and cash flows for each Fiscal Quarter in such Fiscal Year), all in form and substance satisfactory to the General Administrative Agent.

(ix) Information Pertaining to Permitted Receivables Facilities. The Company will provide the General Administrative Agent with prompt notice of any proposed amendment, restatement or modification of any Permitted Receivables Facility (including the terms of such proposed amendment, restatement or modification).

(x) Other Information. Promptly from time to time such other information concerning the Company and its Subsidiaries (including, without limitation, any information relating to the reconciliation of actual results for any Fiscal Year with the Forecast for such Fiscal Year) as any Lender or either Administrative Agent may reasonably request.

(b) Borrowing Base Certificates. Each Borrower will furnish (or cause its Borrowers’ Agent to furnish) to the applicable Administrative Agent and the Security Agents:

(i) as soon as available and in any event within 20 days after the end of each calendar month, a Borrowing Base Certificate as of the close of business on the last Business Day of such calendar month, calculating and certifying the Borrowing Base of such Borrower as of the end of such calendar month, in each case in form and substance satisfactory to each Security Agent; provided that such Borrowing Base Certificate shall be furnished to the applicable Administrative Agent and the Security Agents by each U.S. Borrower (or its Borrowers’ Agent) and the Canadian Borrower (or its Borrowers’ Agent), as soon as available and in any event within two Business Days after the end of each calendar week

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(each calendar week deemed, for purposes hereof, to end on a Friday) at the end of which (x) the sum of the U.S. Total Outstanding Amount plus the Canadian Total Outstanding Amount exceeds (y) 90% of the sum of U.S. Maximum Availability plus Canadian Maximum Availability (such Borrowing Base Certificate to be calculated as of the close of business on the Friday of such calendar week); and

(ii) concurrently with each delivery of a Borrowing Base Certificate of any Borrower under clause (i) above, a certificate of a Financial Officer of such Borrower setting forth reasonably detailed calculations of (x) the Canadian Secured Derivative Obligations in the case of the Canadian Borrower and (y) the U.S. Secured Derivative Obligations in the case of a U.S. Borrower in each case as of the date for which the Borrowing Base is required to be calculated in accordance with clause (i) above; and

(iii) within two Business Days of any request therefor, such information in such detail concerning the amount, composition and manner of calculation of the Borrowing Base as any Lender may reasonably request; and

(iv) concurrently with each delivery of a Borrowing Base Certificate of any Borrower under clause (i) above, a certificate of a Financial Officer of the Company (an “Individual Borrowing Base Certificate”) calculating in reasonable detail and certifying, in each case as of the same date covered in the corresponding Borrowing Base Certificate delivered under clause (i) above, (x) the Individual Borrowing Base (as defined below) of such Borrower, (y) the Deemed Loan Amount (as defined below) of such Borrower and (z) the aggregate outstanding amount of Letter of Credit Liabilities under Letters of Credit in respect of which such Borrower is the account party; provided that, for purposes hereof on any date of determination, any Borrower’s “Deemed Loan Amount” shall be an amount equal to the sum of (1) the aggregate outstanding amount of Loans and Swingline Loans made to such Borrower hereunder, plus (2) the aggregate amount of intercompany advances to such Borrower from the other Borrowers outstanding as of such date in respect of Loans and/or Swingline Loans, less (3) the aggregate amount of intercompany advances from such Borrower to the other Borrowers outstanding as of such date in respect of Loans and/or Swingline Loans. As used herein, the term “Individual Borrowing Base” of any Borrower refers to the Borrowing Base of such Borrower calculated as if (x) each component thereof excluded amounts attributable to any Credit Party other than such Borrower and (y) the Suppressed Residual Value were included only in the Borrowing Base of JTR. At no time shall the Individual Borrowing Base of any Borrower (other than the Company), as set forth in such Borrower’s Individual Borrowing Base Certificate, be less than the sum of (A) such Borrower’s Deemed Loan Amount plus (B) the aggregate outstanding amount of Letter of Credit Liabilities under Letters of Credit in respect of which such Borrower is the account party, as such amounts are set forth in such Borrower’s Individual Borrowing Base Certificate.

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(c) Notice from Canadian Borrower. The Canadian Borrower will furnish to the Canadian Administrative Agent prompt written notice of any failure by an employer to make required contributions to any Canadian Pension Plan. The Canadian Borrower will cause the funding agent of each Canadian Pension Plan to deliver to the General Administrative Agent a copy of any notice required to be delivered by the funding agent under section 56.1(3) of the Pension Benefits Act of Ontario at the same time as such notice is given to the Superintendent of Financial Services.

(d) USA PATRIOT Act. Upon the request of any Lender, the Borrowers will promptly furnish to such Lender all documentation and other information to enable such Lender to comply with its obligations under the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) to obtain, verify and record information that identifies the Borrowers, as described in Section 9.12.

Section 5.02. Books, Records and Inspections. (a) Each Borrower will maintain, and will cause each of its Significant Subsidiaries to maintain, complete and accurate books and records; permit, and cause each of its Subsidiaries to permit, reasonable access by either Administrative Agent, the Security Agents and each applicable Lender to the books and records of such Borrower and of any such Subsidiary; and permit, and cause each of its Subsidiaries to permit, the applicable Administrative Agent, the Security Agents and each applicable Lender to inspect the properties (to the extent in their possession) and operations of such Borrower and of any of its Subsidiaries.

(b) Each Borrower will, and will cause each of its Subsidiaries to, permit the Security Agents and any representatives designated by the Security Agents (including any consultants, accountants, lawyers and appraisers retained by the Security Agents) to conduct collateral reviews and evaluations appraisals (including liquidation appraisals) of such Borrower’s computation of its Borrowing Base and the assets included in its Borrowing Base, all at such reasonable times and as often as is reasonably requested. The applicable Borrower shall pay the reasonable and documented fees and expenses of employees of the Security Agents (including reasonable and customary internally allocated fees of such employees incurred in connection with periodic collateral evaluations and internally allocated monitoring fees associated with any Security Agent’s “IB ABL portfolio management group” or similar body) and the fees and expenses of any representatives (including any inventory appraisal firm) retained by the Security Agents to conduct any such collateral evaluation or appraisal, in respect of (i) up to two such collateral reviews performed by the Security Agents in any calendar year, (ii) up to two such inventory appraisals per calendar year (no more than seven of which inventory appraisals, in the aggregate, performed at the

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Borrowers’ expense from and after the Effective Date shall require on-site examinations of the assets included in the Borrowing Base) and (iii) any number of such Collateral reviews performed by the Security Agents and any number of such inventory appraisals conducted at the request of the Security Agents during the continuance of a Default or Event of Default; provided that the fees and expenses associated with the collateral review and inventory appraisal conducted in connection with any Acquired Inventory Eligibility Requirement and the collateral review conducted in connection with any Acquired Receivables Eligibility Requirement shall be paid by the Company and shall not count against the foregoing limits. In connection with any collateral monitoring or review and appraisal relating to the computation of the Borrowing Base, the applicable Borrower shall make adjustments to its Borrowing Base as the Security Agents shall reasonably require based on the terms of this Agreement and results of such collateral monitoring, review or appraisal.

Section 5.03. Insurance. (a) Each Borrower will maintain, and will cause each of its Significant Subsidiaries, at its sole cost and expense, to maintain the policies of insurance as in effect on the date hereof or otherwise with coverages, in amounts and with insurers reasonably acceptable to each Security Agent. Such policies of insurance (or the loss payable and additional insured endorsements delivered to the Security Agents) shall contain provisions pursuant to which the insurer agrees to provide 30 days (or, with respect to non-payment of premium, 10 days) prior written notice to the Collateral Agent in the event of any non-renewal, cancellation or amendment of any such insurance policy. If any Borrower or any of its Significant Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay all premiums relating thereto, the Security Agents may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto that the Security Agents deem advisable. Neither Security Agent shall have any obligation to obtain insurance for any Borrower or any of its Significant Subsidiaries or to pay any premiums therefor. By doing so, the Security Agents shall not be deemed to have waived any Default arising from failure of any Borrower or any of its Significant Subsidiaries to maintain such insurance or to pay any premiums therefor. All sums so disbursed, including reasonable attorneys’ fees, court costs and other charges related thereto, shall be payable on demand by the applicable Borrower to the applicable Administrative Agent and shall be additional obligations hereunder secured by the Collateral. The Security Agents reserve the right at any time upon any change in the Borrowers’ risk profile to require additional coverages and limits of insurance to, in the Security Agents’ opinion, adequately protect the Agents’ and the Lenders’ interests in all or any portion of the Collateral and to ensure that the Borrowers are protected by insurance in amounts and with coverage customary for their respective industries. If reasonably requested by either Security Agent, each Borrower shall deliver to the Security Agents from time to time a report of a reputable insurance broker, reasonably satisfactory to the Security Agents, with respect to its insurance policies.

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(b) Each Borrower shall deliver to the Security Agents, in form and substance reasonably satisfactory to each Security Agent, endorsements to (i) all “All Risk” insurance naming the Collateral Agent, on behalf of itself and the Lenders, as loss payee, and (ii) all general liability policies naming the Collateral Agent, on behalf of itself and the Lenders, as additional insureds. Each Borrower irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent), so long as any Event of Default has occurred and is continuing, as such Borrower’s true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such “All Risk” policies of insurance, endorsing the name of such Borrower on any check or other item of payment for the proceeds of such “All Risk” policies of insurance and for making all determinations and decisions with respect to such “All Risk” policies of insurance. The Collateral Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of -attorney.

Section 5.04. Borrowers’ Taxes and Liabilities. Each Borrower will pay, and will cause each of its Significant Subsidiaries to pay, when due all taxes, assessments and other liabilities except as contested in good faith by appropriate proceedings.

Section 5.05. Limitation On Debt. The Company will not create, incur, assume or permit to exist any Debt, except:

(a) Debt created under the Financing Documents;

(b) Debt outstanding on the date hereof under the Existing Indenture, but not any refinancing, extension, renewal or refunding of such Debt (except as permitted under clauses (a) and (l) of this Section);

(c) Debt assumed in connection with a Business Acquisition that is permitted under Section 5.14; provided that (x) such Debt exists at the time of such Business Acquisition and is not created in contemplation thereof or in connection therewith, (y) the aggregate principal amount of Debt permitted by this clause (c) shall not exceed $100,000,000 at any time outstanding and (z) such Debt is unsecured except for Liens permitted by Section 5.12;

(d) other Debt incurred within 180 days of the acquisition of any fixed or capital asset to finance all or any part of the cost of acquiring such asset; provided that the aggregate principal amount of Debt permitted by this clause (d) shall not exceed $30,000,000 at any time outstanding;

(e) Debt secured by Liens permitted by Section 5.12(k);

(f) Debt of the Company owing to any Credit Party;

(g) Guarantees by the Company of Debt of any Credit Party;

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(h) other unsecured Debt, Subordinated Debt or mortgage notes; provided that, in each case, such Debt shall be on terms and conditions acceptable to each of the Security Agents in its sole discretion; and provided further that, in each case, the covenants applicable to such Debt shall be no more restrictive than the covenants contained in the Financing Documents; and provided further that, in each case, such Debt shall mature at least one year after the Termination Date; and provided further that the aggregate principal amount of Debt permitted by this clause (i) shall not exceed $250,000,000 in the aggregate from and after the Effective Date;

(i) other Debt in an aggregate principal amount not exceeding $20,000,000 at any time outstanding and that is unsecured except for Liens permitted by Section 5.12;

(j) the Permitted Bonds;

(k) reimbursement obligations in an aggregate amount that, when combined with the amount of Debt permitted pursuant to Section 5.13(c), does not exceed $50,000,000 in respect of trade letters of credit issued to support the purchase of Inventory in transit to a property owned or leased by a Credit Party; provided that such reimbursement obligations are secured only by the Inventory in respect of which the applicable letter of credit has been issued; and provided further that such letters of credit shall be payable only against sight drafts (and not time drafts);

(l) other unsecured Debt or Subordinated Debt, in each case the proceeds of which are used exclusively to repurchase, redeem or repay any of the Permitted Bonds or the 2011 Notes (or Debt that refinances any of the Permitted Bonds or the 2011 Notes, or such refinancing Debt, in each case as permitted hereby) in a transaction permitted under the terms (including, without limitation, Section 5.07) of this Agreement; provided that, in each case, such Debt shall be on terms and conditions acceptable to each of the Security Agents in its sole discretion; and provided further that, in each case, the covenants applicable to such Debt shall be no more restrictive than the covenants contained in the documents governing the Permitted Bonds or the 2011 Notes, as the case may be; and provided further that, in each case, such Debt shall mature at least one year after the Termination Date; and provided further that the aggregate principal amount of Debt permitted by this clause (l) shall not exceed $350,000,000 in the aggregate from and after the Effective Date; and

(m) other Debt existing on the date hereof and identified on Schedule 5.05, but not any refinancing, extension, renewal or refunding of such Debt.

Section 5.06. [Reserved]

Section 5.07. Restricted Payments, Restricted Debt Repurchases and Restricted Investments. The Borrowers will not, and will not permit any of their

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Subsidiaries to, make any Restricted Payment, Restricted Debt Repurchase or Restricted Investment (other than a Permitted Investment) unless:

(a) in the case of any Restricted Payment, Restricted Debt Repurchase or Restricted Investment, Combined Availability is equal to or greater than $200,000,000 (both immediately before and immediately after giving effect to such Restricted Payment, Restricted Debt Repurchase or Restricted Investment, as the case may be); provided, however, that notwithstanding the foregoing (but subject to clause (e) below), so long as no Default shall have occurred and be continuing both immediately before and after such Investment, the Company or any Subsidiary may make Restricted Investments in any Affiliate even while Combined Availability is less than $200,000,000 (a “Restricted Period”) so long as the aggregate amount of such Restricted Investments made during all Restricted Periods (after reflecting the aggregate amount of cash actually received by the applicable investor in respect of such Investment, whether pursuant to dividend payments, sales, capital returns or otherwise) after the Effective Date is not in excess of $25,000,000; and provided further that, notwithstanding the foregoing, so long as no Default shall have occurred and be continuing both immediately before and after giving effect thereto, the Company or any Subsidiary may make Restricted Debt Repurchases during a Restricted Period so long as (x) such Restricted Debt Repurchases consist only of payment of the principal component of the Company’s or such Subsidiary’s obligations as lessee under capital leases and (y) the aggregate amount of all such Restricted Debt Repurchases made during all Restricted Periods after the Effective Date is not in excess of $10,000,000; and

(b) in the case of any Restricted Equity Repurchase made at any time when Combined Availability is equal to or greater than $200,000,000 (both immediately before and immediately after giving effect to such Restricted Equity Repurchase), the aggregate amount of all Restricted Equity Repurchases made from and after the Effective Date would not exceed $200,000,000 immediately after giving effect to such Restricted Equity Repurchase; and

(c) [Reserved]

(d) in the case of any Restricted Equity Repurchase, the aggregate amount of all Restricted Equity Repurchases made from and after the Effective Date would not exceed $200,000,000 immediately after giving effect to such Restricted Equity Repurchase; and

(e) in the case of any Restricted Investment, the aggregate amount of all Restricted Investments made after the Effective Date and then outstanding (less the aggregate amount of cash actually received by the Borrowers or any of their Subsidiaries in respect of any Restricted Investment made after the Effective Date, whether pursuant to dividend payments, sales, capital returns or otherwise) would not exceed $100,000,000 immediately after giving effect to such Restricted Investment.

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Section 5.08. Mergers, Consolidations, Sales. No Borrower will be party to any merger or consolidation, unless (a) either (i) such Borrower (or, in the case of a merger or consolidation between a Borrower and another Borrower, either of such Borrowers) is the Person surviving such transaction or (ii) if such Borrower is not the Person surviving such transaction, (A) such Borrower shall have notified the Lenders in writing of the identity of the surviving Person and the Required Lenders shall not have objected thereto in writing within 15 Business Days of such notice, (B) if the Borrower that is a party to such transaction is organized under the laws of the United States or any State thereof or the District of Columbia, the Person surviving such transaction shall be organized under the laws of the United States or any State thereof or the District of Columbia, (C) if the Borrower that is party to such transaction is organized under the laws of Canada or one of its provinces, the Person surviving such transaction shall be organized under the laws of Canada or one of its provinces, (D) the Person surviving such transaction (I) shall have expressly assumed all of the rights and obligations of such Borrower under the Financing Documents in a manner satisfactory to the applicable Administrative Agent and (II) made representations and delivered opinions of counsel (unless the applicable Administrative Agent shall have indicated that no such opinion of counsel is required), in each case in form and substance satisfactory to the applicable Administrative Agent as to the valid existence of such Person, as to the power and authorization of such Person to assume such rights and obligations and as to the validity and binding nature of the Financing Documents on such Person and (b) immediately after giving effect to such transaction, no Default shall have occurred and be continuing. No Borrower will permit any of its Subsidiaries to be a party to any merger or consolidation, unless (AA) the Person surviving such transaction is such Borrower or a Subsidiary of the Company, (BB) immediately after giving effect to such transaction, no Default shall have occurred and be continuing, (CC) if the Subsidiary of a Borrower that is party to such transaction is a Guarantor, the Person surviving such transaction shall be a Borrower or a Guarantor, (DD) if the Subsidiary of a Borrower that is a party to such transaction is organized under the laws of the United States or any State thereof or the District of Columbia, the Person surviving such transaction shall be organized under the laws of the United States or any State thereof or the District of Columbia, and (EE) if the Subsidiary of a Borrower that is party to such transaction is organized under the laws of Canada or one of its provinces, the Person surviving such transaction shall be organized under the laws of Canada or one of its provinces (provided that if such Subsidiary is a Canadian Credit Party, its guarantee under the applicable Security Document shall not become void, unenforceable or otherwise limited by financial assistance or other applicable provisions of corporate law). The Borrowers will not, and will not permit any of their Subsidiaries to, except in the normal course of their business, sell (other than (i) a sale of Receivables pursuant to a Permitted Receivables Facility or (ii) a sale in connection with a sale-leaseback transaction), transfer, convey, exchange, or lease all or any part of their assets if the sum of (x) the book value of such assets, plus (y) the book value of all other assets sold, transferred, conveyed, exchanged or leased by the Borrowers and their

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Subsidiaries (other than sales of inventory in the normal course of business) during the previous twelve-month period (such sum, the “Aggregate Transferred Asset Value”), represents (a) for the period from and including the Effective Date through but excluding the second anniversary thereof, 25% or more of Consolidated Shareholders’ Equity at the end of the immediately preceding month (provided however that, to the extent such Aggregate Transferred Asset Value exceeds 15% of Consolidated Shareholders’ Equity at the end of the immediately preceding month, at least 50% of such excess must be attributable to the sale, transfer, conveyance, exchange or lease of redundant assets), and (b) for the period from and after the second anniversary of the Effective Date, 15% or more of Consolidated Stockholders’ Equity at the end of the immediately preceding month (it being understood that, for purposes of calculating compliance with this clause (b) at any time prior to the third anniversary of the Effective Date, the Aggregate Transferred Asset Value of assets so sold, transferred, conveyed, exchanged or leased during the relevant twelve month period shall equal the lesser of the actual book value of such assets so sold, transferred, conveyed, exchanged or leased during such period and the annualized book value of such assets so sold, transferred, conveyed, exchanged or leased since the second anniversary of the Effective Date). The restriction set forth in the immediately preceding sentence shall not restrict or be applicable to (i) any Lien granted or incurred with respect to any assets of the Borrowers or any of their Subsidiaries or (ii) any transfer of assets from any Borrower to a Wholly-Owned Consolidated Subsidiary, or from a Subsidiary of any Borrower to such Borrower or a Wholly-Owned Consolidated Subsidiary. For the avoidance of doubt, any sale, transfer, conveyance, exchange or lease of assets comprising Collateral shall be subject to Section 5(e) of the U.S. Security Agreement or Section 5(d) of the Canadian Security Agreement, as applicable.

Section 5.09. Compliance With Laws. Each Borrower will comply, and will cause each of its Subsidiaries to comply, in all material respects with all applicable laws, ordinances, rules, regulations, and requirements of Governmental Authorities (including, without limitation, Environmental Laws and ERISA and the rules and regulations thereunder), except (i) where the necessity of compliance therewith is contested in good faith by appropriate proceedings or (ii) where the failure to so comply could not reasonably be expected to have a material adverse effect on the business, financial position or results of operations of the Company and its Consolidated Subsidiaries, taken as a whole.

Section 5.10. Other Agreements. (a) No Borrower will enter into any agreement containing any provision which would be violated or breached by the performance of such Borrower’s obligations hereunder or under any instrument or document delivered or to be delivered by it hereunder or in connection herewith.

(b) No Borrower will permit itself or any of its Subsidiaries to be bound by any term of any agreement which restricts the payment of any dividend or other distribution on any shares of capital stock of any Subsidiary other than (i) the restrictions in the agreements described on Schedule 5.10 as in effect on the

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date of this Agreement and (ii) as to any entity which becomes a Subsidiary of a Borrower after the Effective Date, the restrictions concerning payment of dividends or other distributions on shares of its capital stock in agreements as such agreements may be in effect on the date such entity becomes a Subsidiary of such Borrower (or as in effect after any refinancing, extension, renewal or refunding (in accordance with Section 5.13(c)) of Debt under such agreements) so long as such restrictions apply only to the payment of dividends or other distributions by such Subsidiary in an aggregate amount in excess of $10,000,000.¹

Section 5.11. Transactions With Affiliates. No Borrower will, or will permit any of its Subsidiaries to, directly or indirectly, pay any funds to or for the account of, make any investment (whether by acquisition of stock or indebtedness, by loan, advance, transfer of property, Guarantee or other agreement to pay, purchase or service, directly or indirectly, any Debt, or otherwise) in, Guarantee any Debt of, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, purchase, lease or otherwise acquire any assets, tangible or intangible, or services from, or participate in, or effect any transaction in connection with any joint enterprise or other joint arrangement with, (all of the foregoing, “Transactions”) any Affiliate; provided that the foregoing provisions of this Section shall:

(i) not prohibit the Borrowers or any of their Subsidiaries from making Restricted Payments or Restricted Investments otherwise permitted under this Agreement, so long as, immediately after giving effect thereto, no Default shall have occurred and be continuing,

(ii) not prohibit the Borrowers or any of their Subsidiaries from performing their respective obligations under the agreements and transactions described on Schedule 5.11,

(iii) not prohibit the Borrowers or any of their Subsidiaries from entering into transactions with any Affiliate if such transactions are entered into in the ordinary course of business and pursuant to the reasonable requirements of such Borrower’s or such Subsidiary’s business and on fair and reasonable terms and conditions no less favorable to such Borrower or such Subsidiary as the terms and conditions which would apply in a comparable transaction with a Person other than an Affiliate, and

(iv) not prohibit the U.S. Borrowers or any of their Subsidiaries from entering into transactions with any Special Purpose Receivables Subsidiary in accordance with the terms of a Permitted Receivables Facility.

¹ Any need for ABS-related carveout to be discussed with ABS counsel, pending review of ABS documents.

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Section 5.12. Negative Pledge. No Borrower will, or will permit any of its respective Subsidiaries to, create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except:

(a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement (other than the Loans, Swingline Loans and/or Letter of Credit Liabilities) in an aggregate principal amount not exceeding $10,000,000;

(b) any Lien existing on any asset of any Person immediately before such Person becomes a Subsidiary of any Borrower and not created in contemplation of such event;

(c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof;

(d) any Lien on any asset of any Person existing immediately before such Person is merged or consolidated with or into any Borrower or a Subsidiary of such Borrower and not created in contemplation of such event;

(e) any Lien existing on any asset immediately before the acquisition thereof by any Borrower or a Subsidiary of such Borrower and not created in contemplation of such acquisition;

(f) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that the aggregate principal amount of such Debt is not increased and is not secured by any additional assets;

(g) Liens arising in the ordinary course of its business (including, without limitation, Liens securing payment of taxes, assessments or governmental charges; Liens of suppliers, mechanics, carriers, warehousemen, landlords or workmen; banker’s Liens or rights of setoff; Liens of attachment or judgment; Liens in connection with worker’s compensation, unemployment insurance or social security; and Liens to secure performance of letters of credit, bids, tenders, sales, contracts, leases, surety, appeal and performance bonds) which (i) do not secure Debt, (ii) do not secure obligations in an aggregate amount exceeding $75,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business;

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(h) prior to the Receivables Facility Termination Date, any Lien on assets of a Special Purpose Receivables Subsidiary securing Debt arising out of a Permitted Receivables Facility;

(i) Transaction Liens created under the Security Documents;

(j) Liens securing Debt permitted by Section 5.05(h); and

(k) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $20,000,000;

provided that the Borrowers will not create, assume or suffer to exist any Lien otherwise permitted under clauses (b), (c), (d) or (e) of this Section unless such Lien is subordinated to the Liens created under the Security Documents in a manner reasonably satisfactory to the Security Agents if the asset subject to such Lien is Collateral.

Section 5.13. Subsidiary Debt. No Borrower (other than the Company) will, and no Borrower will permit any of its Subsidiaries to, incur or otherwise be liable in respect of any Debt other than:

(a) Debt of any Subsidiary of the Company existing on the date of this Agreement and identified on Schedule 5.13(a), but not any refinancing, extension, renewal or refunding of such Debt;

(b) Debt of any Subsidiary of the Company in respect of letters of credit issued and outstanding on the date of this Agreement and identified on Schedule 5.13(b), including any refinancing, extension, renewal or refunding of such Debt; provided that the aggregate principal amount for all Subsidiaries of the Company of such Debt (including in connection with any refinancing, extension, renewal or refunding of such Debt) shall not exceed $10,000,000 at any time outstanding;

(c) in addition to Debt permitted pursuant to clause (b) of this Section, reimbursement obligations of any Subsidiary of the Company in an aggregate amount that, when combined with the amount of Debt permitted pursuant to Section 5.05(k), does not exceed $50,000,000 in respect of trade letters of credit issued to support the purchase of Inventory in transit to a property owned or leased by a Credit Party; provided that such reimbursement obligations are secured only by the Inventory in respect of which the applicable letter of credit has been issued; and provided further that such letters of credit shall be payable only against sight drafts (and not time drafts);

(d) Debt of any Person at the time such Person becomes a Subsidiary of the Company or is merged or consolidated with or into a Subsidiary of the Company (and not created in contemplation of such event) in an aggregate principal amount that does not exceed the limit set forth in clause (y) of Section

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5.14, including any refinancing, extension, renewal or refunding of such Debt so long as the rate of interest paid by such Subsidiary in respect of such refinancing, extension, renewal or refunding would not at any time exceed the rate of interest which would have been paid had the terms of the original Debt been extended without modification;

(e) Debt incurred within 180 days of the acquisition of any asset (other than a current asset) to finance all or any part of the cost of acquiring such asset; provided that the aggregate principal amount for all Subsidiaries of the Company of such Debt shall not exceed $30,000,000 at any time outstanding;

(f) Debt of any Subsidiary of the Company owing to any Credit Party;

(g) Debt created under the Financing Documents;

(h) Debt of any Subsidiary of the Company in respect of capital leases; provided that the aggregate principal amount for all Subsidiaries of the Company of all Debt described in this clause (h) shall not exceed $30,000,000 at any time outstanding;

(i) Debt of any Credit Party owing to any Subsidiary of the Company that is not a Credit Party; provided that the aggregate principal amount for all Credit Parties of all Debt described in this clause (i) shall not exceed $1,000,000 at any time outstanding;

(j) Debt of any Subsidiary of the Company owing to Immaterial Subsidiaries; provided that the aggregate principal amount for all Credit Parties of all Debt described in this clause (j) shall not exceed $500,000 at any time outstanding;

(k) Debt of Ryerson Procurement Corporation, a U.S. Subsidiary of the Company, in respect of its unsecured Guarantees of the 2011 Notes and the Permitted Bonds; and

(l) Debt of any Special Purpose Receivables Subsidiary incurred pursuant to a Permitted Receivables Facility.

Section 5.14. Acquisitions. No Borrower will, or will permit any of its Subsidiaries to, make any Business Acquisition unless (x) Combined Availability is equal to or greater than $150,000,000 (both immediately before giving effect to such Business Acquisition as well as immediately after giving effect to the payment of consideration for such Business Acquisition and the financing thereof (but not to assets received in connection therewith) and (y) after giving effect thereto, the sum of the aggregate cash consideration paid and the aggregate amount of Debt assumed, in each case for all Business Acquisitions consummated on or after the Effective Date, does not exceed $500,000,000.

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Section 5.15. Conduct of Business; Maintenance of Existence. (a) Each Borrower and its Subsidiaries will continue to engage in business of the same general type as now conducted by them which shall, taken as a whole, principally be the business (both domestic and international) of (i) selling, distributing and processing steel, other metals and industrial products, (ii) managing such materials for customers and (iii) providing other services and products related to any of the foregoing.

(b) Each Borrower will, and will cause each of its Subsidiaries to, preserve, renew and keep in full force and effect its respective existence and its respective rights, privileges and franchises necessary or desirable in the normal conduct of its business; provided that nothing in this Section shall prohibit (i) the merger of a Subsidiary permitted by Section 5.08, (ii) the dissolution of any Subsidiary (other than JTR, unless merged into the Company) if the relevant Borrower in good faith determines that such dissolution is in the best interest of such Borrower and is not materially disadvantageous to the Lenders or (iii) the dissolution of (x) any inactive Special Purpose Receivables Subsidiary that had been used in connection with a Permitted Receivables Facility that is no longer effective or (y) RT LLC.

Section 5.16. Further Assurances. Each Borrower will, and will cause the other Credit Parties that are its Subsidiaries to, execute and deliver any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that may be required under any applicable law, or that the applicable Administrative Agent, either Security Agent or the Required Lenders may reasonably request, to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the applicable Borrower’s expense. The Borrowers will provide to each Security Agent, from time to time upon request, evidence reasonably satisfactory to the Security Agents as to the perfection and priority of the Transaction Liens created or intended to be created by the Security Documents.

Section 5.17. Information Regarding Collateral. Each Borrower will (with respect to the Canadian Borrower, only with respect to Canadian Credit Parties) furnish to the applicable Administrative Agent and to the Security Agents prompt written notice of any change in (i) any Credit Party’s corporate name or any trade name used to identify it in the conduct of its business or any Credit Party’s jurisdiction of incorporation or organization, chief executive office, its principal place of business, or domicile (within the meaning of the Quebec Civil Code), or any office or facility at which Collateral (other than Collateral in transit) owned by it is located (including the establishment of any such new office or facility), (ii) any Credit Party’s identity or corporate structure, (iii) any Credit Party’s Federal Taxpayer Identification Number (if applicable) or (iv) any Credit Party’s State Organizational Number (or Charter Number) (if applicable). None of the Borrowers will effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code

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of the applicable jurisdictions or the applicable Canadian personal property security legislation and all other actions have been taken that are required so that such change will not at any time adversely affect the validity, perfection or priority of any Lien on Collateral granted by the Credit Parties under the Security Documents and such change will not adversely affect the validity or enforceability of any Guarantor’s guarantee of the obligations hereunder. Each Borrower will also promptly notify the Security Agents if any material portion of the Collateral in its Borrowing Base is damaged materially or destroyed.

Section 5.18. Use of Proceeds. The proceeds of the Loans and the Swingline Loans will be used for the Borrowers’ general corporate purposes, including working capital. None of such proceeds will be used for the purpose, whether immediate, incidental or ultimate, of buying or carrying any “margin stock” within the meaning of Regulation U. None of the proceeds of any Loans or Swingline Loans will be used to repay, repurchase, redeem or settle the 2011 Notes or the Permitted Bonds unless, immediately before and after giving effect to any Borrowing or Swingline Loan the proceeds of which will be used (whether in whole or in part) for any such purpose, Combined Availability would be equal to or greater than $200,000,000.

Section 5.19. Fixed Charge Coverage Ratio. On each day, the Company will not permit the Fixed Charge Coverage Ratio, calculated as of the last day of the then most recently ended Fiscal Quarter, to be less than 1.05 to 1.00; provided that on any day when Combined Availability is equal to or greater than $100,000,000, the Company shall be deemed to be in compliance with this Section 5.19.

ARTICLE 6

DEFAULTS

Section 6.01. Events of Default. Each of the following shall constitute an “Event of Default” under this Agreement:

(a) Non-Payment of Loans, etc. Any Borrower shall fail (i) to reimburse any LC Disbursement when required hereunder, (ii) to pay when due any principal of any Loan (including the face amount of any Bankers’ Acceptance) or Swingline Loan, or (iii) to pay within 5 days of the due date thereof any interest, fees or other amount payable hereunder, provided in the case of any such other amount that the applicable Borrowers’ Agent shall have been notified as to the amount and due date thereof.

(b) Non-Payment of Debt. Any Borrower or any of its Subsidiaries (other than a Special Purpose Receivables Subsidiary) shall fail to make any payment when due (subject to any applicable grace period) in respect of any Debt having an aggregate principal amount at the time outstanding in excess of $15,000,000.

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(c) Other Events. Any event or condition shall occur which (i) results in the acceleration of the maturity of Debt of any Borrower and/or its Subsidiaries (other than Debt of a Special Purpose Receivables Subsidiary) having an aggregate principal amount at the time outstanding in excess of $15,000,000, (ii) enables the holders of such Debt or any Person acting on such holders’ behalf to accelerate the maturity thereof or (iii) except for voluntary reductions or terminations by the Company or any of its Subsidiaries or scheduled expirations thereof, results in the termination of or enables one or more banks or other financial institutions to terminate commitments to provide in excess of $15,000,000 aggregate principal amount of credit to any Borrower and/or its Subsidiaries (other than a Special Purpose Receivables Subsidiary); provided that an event or condition shall not give rise to an Event of Default pursuant to this clause (iii) if it occurs solely as a result of the adoption of or a change in any applicable law, rule or regulation or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any bank with any request or directive of any such authority, central bank or comparable agency.

(d) Bankruptcy, Insolvency, etc. Any Borrower or any of its Significant Subsidiaries becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due; or any Borrower or any of its Significant Subsidiaries applies for, consents to, or acquiesces in the appointment of, a trustee, receiver, interim receiver or other custodian for such Borrower or any of such Borrower’s Significant Subsidiaries or any property thereof, or makes a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, receiver or other custodian is appointed for any Borrower or any of its Significant Subsidiaries or for a substantial part of the property of any thereof and is not discharged within 30 days; or any bankruptcy, reorganization, debt arrangement, or other case or proceeding under any bankruptcy, reorganization, receivership, adjustment of debt, insolvency or other similar law, or any dissolution or liquidation proceeding (except the voluntary dissolution, not under any bankruptcy or insolvency law, of a Significant Subsidiary of a Borrower) is commenced in respect of any Borrower or any of its Significant Subsidiaries, and, if such case or proceeding is not commenced by such Borrower or such Significant Subsidiary, it is consented to or acquiesced in by such Borrower or such Significant Subsidiary or remains undismissed for 30 days; or any Borrower or any of its Significant Subsidiaries takes any corporate action to authorize, or in substantial furtherance of, any of the foregoing.

(e) Non-Compliance with Financing Documents.

(i) The Company shall fail to comply with or to perform any provision contained in Section 5.01(a)(i), Section 5.01(a)(ii), Section 5.01(a)(iv), Section 5.01(a)(v), Section 5.01(a)(vi)(A), Section 5.01(a)(vii), Section 5.03 or Section 5.05.

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(ii) Any Borrower shall fail to comply with or to perform any provision contained in Section 5.06, Section 5.07, Section 5.08, Section 5.10(b), Section 5.11, Section 5.12, Section 5.13, Section 5.14, Section 5.15, Section 5.16 or Section 5.18.

(iii) The Company shall fail to comply with or to perform any covenant or provision contained in Section 5.01(a)(vi)(B), Section 5.01(a)(vi)(C), Section 5.01(a)(vi)(D), or any Borrower shall fail to comply with or to perform any covenant or provision contained in Section 5.01(b) or Section 5.17, and such failure shall continue for 3 days after the earlier of notice of such failure to the applicable Borrowers’ Agent from either Administrative Agent or knowledge of such failure by a Responsible Officer of the Company or such Borrower.

(iv) The Company shall fail to comply with the covenant contained in Section 5.19 on any day when Combined Availability is less than $75,000,000.

(v) The Company shall fail to comply with the covenant contained in Section 5.19 on any day when Combined Availability is equal to or greater than $75,000,000 (but less than $100,000,000), and such failure shall continue for 10 Business Days after the earlier of notice of such failure to the U.S. Borrowers’ Agent from either Administrative Agent or knowledge of such failure by a Responsible Officer of the Company.

(vi) Any Credit Party shall fail to comply with or to perform any provision of any Financing Document (other than those failures covered by Section 6.01(a), Section 6.01(e)(i), Section 6.01(e)(ii), Section 6.01(e)(iii), Section 6.01(e)(iv) and Section 6.01(e)(v)) and such failure shall continue for 30 days after the earlier of notice of such failure to the applicable Borrowers’ Agent from either Administrative Agent or knowledge of such failure by a Responsible Officer of such Credit Party.

(f) Representations and Warranties. Any representation and warranty made or deemed made by any Credit Party in or in connection with any Financing Document or any amendment or modification thereof or waiver thereunder is false or misleading in any material respect when made, or any certificate, financial statement, report, notice, or other writing furnished by any Credit Party to an Administrative Agent, either Security Agent or any Lender pursuant to or in connection with any Financing Document is false or misleading in any material respect on the date as of which the facts therein set forth are stated or certified and, if the circumstances giving rise to such false or misleading representation or warranty are susceptible to being cured in all material respects, such false or misleading representation or warranty shall not be cured in all material respects for five days after the earlier to occur of (i) the date on which a Responsible Officer of such Credit Party shall obtain knowledge thereof, or (ii) the date on which written notice thereof shall have been given to the applicable Borrowers’ Agent by either Administrative Agent.

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(g) Employee Benefit Plans. Any member of the Company’s Controlled Group shall fail to pay when due an amount or amounts aggregating in excess of $5,000,000 which it shall have become liable to pay to the PBGC or to a Plan under Title IV of ERISA; or notice of intent to terminate a Material Plan under Section 4041(c) of ERISA (other than a multiemployer Plan, as defined in Section 4001(a)(3) of ERISA) shall be filed under Title IV of ERISA by any member of the Company’s Controlled Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate or to cause a trustee to be appointed to administer any Material Plan (other than a multiemployer Plan) or a proceeding shall be instituted by a fiduciary of any Material Plan against any member of the Company’s Controlled Group to enforce Section 4219(c)(5) of ERISA in an amount in excess of $5,000,000 and such proceeding shall not have been dismissed within 90 days of having been initiated; or a condition shall exist by reason of which it could reasonably be concluded that (i) any event described in the foregoing clauses of this subsection (g) is likely to occur or (ii) the PBGC would be entitled to obtain or would have a reasonable basis to seek a decree adjudicating that any Material Plan (other than a multiemployer Plan) must be terminated.

(h) Judgments. A judgment or order for the payment of an amount of $10,000,000 or more shall be rendered against any Borrower or any of its Subsidiaries and such judgment or order shall continue unsatisfied and unstayed for a period of 30 days.

(i) Ownership of JTR. The Company shall at any time fail to own 100% of the capital stock of JTR and each other Borrower (or their respective successors by merger, if any); provided that neither the merger of JTR or any other Borrower or some or all of them into the Company, nor the merger of JTR and any other Borrower into each other, nor any other merger involving a Borrower and permitted by Section 5.08, shall be an Event of Default under this clause (i).

(j) Failure of Liens Under Security Documents. Any Lien purported to be created under any Security Document shall cease to be, or shall be asserted by any Credit Party not to be, a valid and perfected Lien on any material portion of the Collateral, with the priority required by the applicable Security Document.

(k) Failure of Secured Guarantee. Any Guarantor’s Secured Guarantee shall at any time fail to constitute a valid and binding agreement of such Guarantor, or any Borrower or any Guarantor shall so assert in writing.

(l) Change of Control. A Change of Control of the Company shall have occurred.

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(m) Termination of Receivables Facility. The Effective Date Receivables Facility (or any replacement Receivables Facility entered into on terms satisfactory to the Security Agents (a “Replacement Receivables Facility”)) shall have been terminated, whether voluntarily or otherwise; provided that any such termination of the Effective Date Receivables Facility (or any Replacement Receivables Facility) shall not constitute an Event of Default hereunder if (a) the Effective Date Receivables Facility (or Replacement Receivables Facility, as the case may be) has been replaced with a comparable Receivables Facility on terms satisfactory to the Security Agents, (b) Reference Availability (calculated on the date of termination of the Effective Date Receivables Facility or Replacement Receivables Facility, as the case may be) is equal to or greater than 125% of the aggregate amount of the outstandings under the Effective Date Receivables Facility (or Replacement Receivables Facility, as the case may be) (calculated immediately before giving effect to its termination) or (c) the U.S. Commitments have been increased pursuant to Section 2.22(b) in an amount equal to or greater than the aggregate amount of the outstandings under the Effective Date Receivables Facility (or Replacement Receivables Facility, as the case may be) (calculated immediately before giving effect to its termination).

Section 6.02. Effect of Event of Default. If any Event of Default described in Section 6.01(d) with respect to any Borrower shall occur, the Commitments (if they have not theretofore terminated pursuant to Section 2.12 or otherwise) shall immediately terminate and all Loans and Swingline Loans shall become immediately due and payable, all without notice of any kind; and, in the case of any other Event of Default, the General Administrative Agent shall, upon written request of the Required Lenders, declare the Commitments or the unused portions thereof (if they have not theretofore terminated pursuant to or otherwise) to be terminated, whereupon the Commitments or the unused portions thereof (if they have not theretofore terminated pursuant to or otherwise) shall immediately terminate, and the General Administrative Agent shall, upon written request of Lenders holding more than 50% of the Total Outstanding Amount, declare the outstanding Loans and Swingline Loans to be due and payable, whereupon all such Loans and Swingline Loans shall become immediately due and payable, all without notice of any kind.

Section 6.03. Notice of Default. Each Administrative Agent shall give notice to the applicable Borrowers’ Agent under Section 6.01(e) or 6.01(f) promptly upon being requested to do so by any Lender and shall thereupon notify all the Lenders thereof.

Section 6.04. Cash Cover. (a) If an Event of Default shall have occurred and be continuing and the Canadian Lenders with Bankers’ Acceptances representing more than 50% of the total face amount of all Bankers’ Acceptances then outstanding instruct the Canadian Administrative Agent to request cash collateral pursuant to this paragraph, the Canadian Borrower will, promptly after it receives such request from the Canadian Administrative Agent, deposit in the Canadian Cash Collateral Account an amount in Canadian Dollars in immediately

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available funds equal to its then outstanding Bankers’ Acceptances, such Canadian Dollars to be held by the Canadian Administrative Agent, under arrangements satisfactory to it, to secure the payment of the face amount of such outstanding Bankers’ Acceptances upon maturity; provided that, if any Event of Default specified in clause 6.01(d) occurs with respect to the Canadian Borrower, the Canadian Borrower shall pay such amount to the Canadian Administrative Agent forthwith without any notice, demand or other act by the Canadian Administrative Agent or the Lenders.

(b) If an Event of Default shall have occurred and be continuing and the Lenders with Letter of Credit Liabilities representing more than 50% of the total of all Lenders’ Letter of Credit Liabilities instruct the applicable Administrative Agent to request cash collateral pursuant to this paragraph, each Borrower which is an account party to a Letter of Credit will, promptly after it receives such request from such Administrative Agent, deposit in its applicable Cash Collateral Account an amount in Dollars and/or Canadian Dollars in immediately available funds equal to (and in the currency of) the aggregate amount available for drawing under all Letters of Credit outstanding at such time for which it is the account party, such Dollars and/or Canadian Dollars to be held by such Administrative Agent, under arrangements satisfactory to it, to secure the payment of LC Disbursements under such Letters of Credit; provided that, if any Event of Default specified in clause 6.01(d) occurs with respect to any Borrower, such Borrower shall pay such amount to the applicable Administrative Agent forthwith without any notice, demand or other act by the applicable Administrative Agent or the Lenders.

(c) Any funds provided as collateral pursuant to clause (a) or (b) shall be promptly returned by the applicable Administrative Agent to the applicable Borrower promptly after all Events of Default shall have ceased to exist.

ARTICLE 7

THE AGENTS

Section 7.01. Appointment and Authorization. Each Lender Party irrevocably appoints each Agent as its agent and authorizes each Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Agent by the terms of the Financing Documents (including, with respect to the Collateral Agent, to sign and deliver the Security Documents), together with such actions and powers as are reasonably incidental thereto. For greater certainty and without limiting the powers of any Agent, each of the initial Lenders and Agents hereby designates and appoints the Collateral Agent as agent for and on behalf of each of them to hold and to be the sole registered holder of the bonds issued from time to time under any Canadian Hypothec. Any Person who becomes a Lender or an Agent, as the case may be, shall be deemed to have consented to and confirmed the Collateral Agent as the agent as aforesaid and to have ratified as of the date it becomes a Lender or an Agent, as the case may be, all actions taken by the Collateral Agent in such capacity.

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Section 7.02. Rights and Powers as a Lender. Each Agent shall, in its capacity as a Lender, have the same rights and powers under the Financing Documents as any other Lender and may exercise or refrain from exercising the same as though it were not one of the Agents. Each Agent and its affiliates may accept deposits from, lend money to and generally engage in any kind of business with any Borrower or any Subsidiary or affiliate of any Borrower as if it were not an Agent hereunder.

Section 7.03. Limited Duties and Responsibilities. None of the Agents shall have any duties or obligations except those expressly set forth in the Financing Documents. Without limiting the generality of the foregoing, (a) none of the Agents shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) none of the Agents shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Financing Documents that such Agent is required in writing to exercise by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.05) and (c) except as expressly set forth in the Financing Documents, none of the Agents shall have any duty to disclose, or shall be liable for any failure to disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by such Agent or any of its affiliates in any capacity. None of the Agents shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.05) or in the absence of its own gross negligence or willful misconduct. Each Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to such Agent by a Borrower or a Lender, and none of the Agents shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Financing Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Financing Document, (iv) the validity, enforceability, effectiveness or genuineness of any Financing Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article 3 or elsewhere in any Financing Document, other than to confirm receipt of items expressly required to be delivered to such Agent.

Section 7.04. Authority to Rely on Certain Writings, Statements and Advice. Each Agent shall be entitled to rely on, and shall not incur any liability for relying on, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Agent also may rely on any statement made to it

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by any Credit Party orally or by telephone and reasonably believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each Agent may consult with legal counsel (who may be counsel for either Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Section 7.05. Sub-Agents and Affiliates. Each Agent may perform any and all of its duties and exercise its rights and powers by or through one or more sub-agents appointed by it. Each Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers (including with respect to the Collateral Agent, executing and delivery any Security Document) through their respective affiliates. The exculpatory provisions of the preceding Sections of this Article shall apply to any such sub-agent and to the affiliates of each Agent and any such sub-agent, and shall apply to activities in connection with the syndication of the credit facilities provided for herein as well as activities as an Agent hereunder.

Section 7.06. Resignation; Successor Agents. Subject to the appointment and acceptance of a successor Agent as provided in this Section, any Agent may resign at any time (and, upon the request of the Required Lenders, any Agent will so resign) by notifying the Lenders, the Issuing Lenders and each Borrowers’ Agent. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor Agent (which may be a Lender or, with the consent of the Borrowers, a commercial bank that is not a Lender); provided that consultation with the Company shall not be required if an Event of Default shall have occurred and be continuing. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Lenders, appoint a successor Agent which shall be a bank or financial institution, or an affiliate of any such bank or financial institution, with an office in New York, New York (or, in the case of the Canadian Administrative Agent, Toronto, Ontario, Canada). Upon acceptance of its appointment as an Agent hereunder by a successor Agent, such successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed by such Borrower and such successor Agent. After any retiring Agent’s resignation hereunder as an Agent, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as an Agent hereunder.

Section 7.07. Credit Decisions By Lenders. Each Lender acknowledges that it has, independently and without reliance on any Agent or any other Lender

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Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance on any Agent or any other Lender Party and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based on this Agreement, any other Financing Document or related agreement or any document furnished hereunder or thereunder.

Section 7.08. Agents’ Fees. Each Borrower shall pay to each Agent for its own account fees in the amounts and at the times previously agreed upon by such Borrower and such Agent.

Section 7.09. Documentation Agent and Syndication Agent. Bank of America, N.A. and General Electric Capital Corporation, in their capacities as Documentation Agent and Syndication Agent respectively, shall not have any duties or obligations of any kind under this Agreement.

Section 7.10. Security Agents. If a Security Agent proposes an adjustment or revision to borrowing base eligibility standards or reserves, or makes any other proposal regarding a determination or action which may be made by the Security Agents pursuant to this Agreement or any Security Document, the other Security Agent shall respond to such proposal within three Business Days. In the event that the Security Agents cannot agree on borrowing base eligibility standards, reserves or any other action or determination which may be made by the Security Agents pursuant to this Agreement or any Security Document (subject to Section 9.05(a) hereof), the determination shall be made by the individual Security Agent either asserting the more conservative credit judgment or declining to permit the requested action for which consent is being sought by the Borrowers, as applicable.

ARTICLE 8

CHANGE IN CIRCUMSTANCES

Section 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing:

(a) deposits in Dollars (in the applicable amounts) are not being offered by the applicable Administrative Agent in the relevant market for such Interest Period, or

(b) Lenders having 50% or more of the aggregate principal amount of the affected Loans advise the applicable Administrative Agent that the Adjusted LIBO Rate as determined by such Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their Euro-Dollar Loans for such Interest Period,

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such Administrative Agent shall forthwith give notice thereof to the applicable Borrower(s) and the Lenders, whereupon until such Administrative Agent notifies such Borrower(s) that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Lenders to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into (x) in the case of Euro-Dollar Loans to the Company, a U.S. Base Rate Loan and (y) in the case of Euro-Dollar Loans to the Canadian Borrower, a Canadian Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the applicable Borrower notifies the applicable Administrative Agent at least two Business Days before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Section 8.02. Illegality. If, after the date of this Agreement, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for any Lender (or its Applicable Lending Office) to make, maintain or fund its Euro-Dollar Loans or Bankers’ Acceptances and such Lender shall so notify the applicable Administrative Agent, such Administrative Agent shall forthwith give notice thereof to the other applicable Lenders and the applicable Borrower(s), whereupon until such Lender or Issuing Lender notifies such Borrower(s) and such Administrative Agent that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Euro-Dollar Loans, to continue or convert outstanding Loans as or into Euro-Dollar Loans or to accept Bankers’ Acceptances, shall be suspended. Before giving any notice to the applicable Administrative Agent pursuant to this Section, such Lender shall designate a different Applicable Lending Office if such designation will avoid the need for giving such notice and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Euro-Dollar Loan of such Lender then outstanding shall be converted to a Base Rate Loan either (a) on the last day of the then current Interest Period applicable to such Euro-Dollar Loan if such Lender may lawfully continue to maintain and fund such Loan as a Euro-Dollar Loan to such day or (b) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Loan as a Euro-Dollar Loan to such day.

Section 8.03. Increased Cost and Reduced Return. (a) If on or after the date of this Agreement, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof

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by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such requirement included in an applicable Statutory Reserve Adjustment), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including bankers’ acceptances) extended by, any Lender (or its Applicable Lending Office) or shall impose on any Lender (or its Applicable Lending Office) or on the London interbank market or the Canadian bankers’ acceptance market any other condition affecting its Euro-Dollar Loans, any Notes, its obligation to make Euro-Dollar Loans or its obligations hereunder in respect of Bankers’ Acceptances or Letters of Credit, and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan, or of accepting any Bankers’ Acceptance or of issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under any Notes with respect thereto, by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the applicable Administrative Agent), the applicable Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction.

(b) If any Lender shall have determined that after the date of this Agreement the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has the effect of reducing the rate of return on capital of such Lender (or its Parent) as a consequence of such Lender’s obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s (or its Parent’s) policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the applicable Administrative Agent), the applicable Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its Parent) for such reduction.

(c) Each Lender will promptly notify the applicable Borrowers and the applicable Administrative Agent of any event of which it has knowledge, occurring after the date of this Agreement, which will entitle such Lender to

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compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods.

(d) Failure or delay by any Lender to demand compensation pursuant to this Section will not constitute a waiver of its right to demand such compensation; provided that the Borrowers will not be required to compensate a Lender pursuant to this Section for any increased cost or reduction incurred more than 90 days before it notifies the applicable Borrowers’ Agent of the change in law or other event giving rise to such increased cost or reduction and of its intention to claim compensation therefor. However, if the change in law or other event giving rise to such increased cost or reduction is retroactive, then the 90 day period referred to above will be extended to include the period of retroactive effect thereof.

Section 8.04. Taxes. (a) For purposes of this Section 8.04, the following terms have the following meanings:

“Taxes” means any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings with respect to any payment by any Borrower to or for the account of the Administrative Agents or any Lender, pursuant to any Financing Document or Bankers’ Acceptance, and all liabilities with respect thereto, excluding (i) in the case of each Lender and each Administrative Agent, taxes imposed on its net income, capital, franchise or similar taxes imposed on it, by a jurisdiction under the laws of which such Lender or Administrative Agent (as the case may be) is organized or in which its principal executive office is located or, in the case of any Lender, in which its applicable Lending Office is located, or by any other jurisdiction by reason of any present or former connection between such jurisdiction and such Lender or Administrative Agent (as the case may be) other than a connection arising solely from this Agreement, and (ii) in the case of each Lender, (x) with respect to payments under the U.S. Facility, any United States withholding tax imposed on such payments but only to the extent payments to such Lender by such Borrower hereunder are subject to United States withholding tax at the time such Lender first becomes a party to this Agreement and (y) with respect to all amounts paid or credited in respect of the Canadian Facility, (including, for greater certainty, those fees described in Section 2.07 and in the Fee Letters) any Canadian withholding tax imposed on such payments as a result of such Lender being a non-resident of Canada for the purposes of the Income Tax Act (Canada), or, in the case of any Canadian Lender that is a Schedule III Bank, such payment not being paid or credited in respect of such Lender’s “Canadian banking business” for the purposes of the Income Tax Act (Canada).

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“Other Taxes” means any present or future stamp, transfer or documentary taxes and any other excise or property taxes, or similar charges, assessments or levies, which arise from any payment made pursuant to any Financing Document or Bankers’ Acceptance or from the execution or delivery of, or otherwise with respect to, any Financing Document or Bankers’ Acceptance.

(b) Any and all payments by any Borrower to or for the account of any Lender or either Administrative Agent under any Financing Document or Bankers’ Acceptance shall be made without deduction for any Taxes or Other Taxes; provided that, if any Borrower shall be required by law or the administration or interpretation thereof to deduct any Taxes or Other Taxes from any such payments, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 8.04) such Lender or the applicable Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions, (iii) such Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) such Borrower shall furnish to the Administrative Agent, at its address referred to in Section 9.01, the original or a certified copy of a receipt evidencing payment thereof.

(c) Each Borrower agrees to indemnify each applicable Lender and Administrative Agent for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 8.04) paid by such Lender or Administrative Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto to the extent allocable to such Borrower. This indemnification shall be paid within 15 days after such Lender or Administrative Agent (as the case may be) makes demand therefor. Notwithstanding the above, no Borrower shall bear Other Taxes (except as provided in Section 8.06) in connection with any assignment or the granting of any participation by any Lender.

(d) In the event that any Borrower is obligated to make an indemnification payment or otherwise to pay an additional amount pursuant to this Section 8.04 to any Lender and such Lender receives a refund of Taxes with respect to which the Borrowers made an indemnification payment or paid an additional amount, such Lender promptly shall remit the amount of such refund, net of any taxes payable by such Lender as a consequence of the receipt of such refund, to the Borrowers.

(e) Each Lender having a U.S. Commitment organized under the laws of a jurisdiction outside the United States, on or prior to the date of its execution and delivery of this Agreement in the case of each Lender listed on the signature pages hereof and on or prior to the date on which it becomes a Lender in the case

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of each other Lender, and from time to time thereafter as required by law (but only so long as such Lender remains lawfully able to do so), shall provide the Company and the General Administrative Agent with Internal Revenue Service form W-8ECI, W-8BEN, or W-8IMY, as appropriate, or any successor form prescribed by the Internal Revenue Service, certifying that such Lender is entitled to benefits under an income tax treaty to which the United States is a party which exempts the Lender from United States withholding tax or reduces the rate of withholding tax on payments of interest for the account of such Lender or certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States. Further, each such Lender organized under the laws of the United States that is not an exempt recipient listed in Treas. Reg. 1.6049-4(c)(1) of the Internal Revenue Code shall provide the Company and the General Administrative Agent with Internal Revenue Service Form W-9, as appropriate, or other successor or other form prescribed by the Internal Revenue Service, certifying that it is exempt from United States back-up withholding.

(f) For any period with respect to which a Lender has failed to provide the Company or the General Administrative Agent with an appropriate and accurate form pursuant to Section 8.04(e) (unless such failure is due to a change in treaty, law or regulation occurring subsequent to the date on which such form originally was required to be provided), such Lender shall not be entitled to indemnification under Section 8.04(b) or 8.04(c) with respect to Taxes imposed by the United States; provided that if a Lender, which is otherwise exempt from or subject to a reduced rate of withholding tax, becomes subject to Taxes because of its failure to deliver a form required hereunder, the Company shall take such steps as such Lender shall reasonably request to assist such Lender to recover such Taxes.

(g) If any Borrower is required to pay additional amounts to or for the account of any Lender pursuant to this Section 8.04, then such Lender will change the jurisdiction of its Applicable Lending Office if, in the judgment of such Lender, such change (i) will eliminate or reduce any such additional payment which may thereafter accrue and (ii) is not otherwise disadvantageous to such Lender.

(h) Each Lender organized under the laws of a jurisdiction outside the United States agrees that it will (i) take all reasonable actions requested by any Borrower that are, in the reasonable judgment of such Lender, without material cost or risk and not otherwise disadvantageous to such Lender, to maintain all complete or partial exemptions, if any, available to it from withholding taxes (whether available by treaty or existing administrative waiver), and (ii) to the extent reasonable and, in the reasonable judgment of such Lender, without material cost or risk and not otherwise disadvantageous to such Lender, otherwise cooperate with the Borrowers to minimize any amounts payable by any Borrowers under this Section 8.04. As of the Effective Date (or the date on which it became a Canadian Lender hereunder), each of the Canadian Lenders that is a Schedule III Bank hereby represents and warrants that it is an “authorized foreign bank” as defined in the Bank Act (Canada).

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(h) Each Lender shall promptly notify the applicable Borrowers’ Agent and the General Administrative Agent of any event of which it has knowledge, occurring after the date of this Agreement, which will entitle such Lender to compensation pursuant to this Section 8.04; provided that:

(x) if a Lender shall not have so notified the applicable Borrowers’ Agent of any such event within 90 days after such Lender has obtained knowledge of such event, and if the Borrowers do not have knowledge of such event prior to notification by such Lender, such Lender may not seek compensation pursuant to this Section 8.04 for any period or portion thereof which is more than 90 days before the applicable Borrowers’ Agent is notified of such event; and

(y) if the relevant event is a change in law or other change that is retroactive to a date before such Lender obtained knowledge thereof, the period from the effective date of such change to the date on which the Borrowers obtained knowledge thereof shall be added to the period for which the Lender would otherwise be entitled to obtain compensation pursuant to clause (x) above.

Section 8.05. Base Rate Loans Substituted for Affected Euro-Dollar Loans. If (i) the obligation of any Lender to make, or continue or convert outstanding Loans as or to, Euro-Dollar Loans has been suspended pursuant to Section 8.02 or (ii) any Lender has demanded compensation under Section 8.03(a) and the applicable Borrower shall, by at least five Business Days’ prior notice to such Lender through the applicable Administrative Agent, have elected that the provisions of this Section shall apply to such Lender, then, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation no longer apply:

(a) all Loans which would otherwise be made by such Lender as (or continued as or converted into) Euro-Dollar Loans, shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Euro-Dollar Loans of the other Lenders), and

(b) after each of its Euro-Dollar Loans has been converted to a Base Rate Loan, all payments of principal which would otherwise be applied to repay such Euro-Dollar Loans shall be applied to repay its Base Rate Loans instead.

If such Lender notifies such Borrower that the circumstances giving rise to such notice no longer apply, the principal amount of each such Base Rate Loan shall be converted into a Euro-Dollar Loan on the first day of the next succeeding Interest Period applicable to the related Euro-Dollar Loans of the other Lenders.

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Section 8.06. Substitution of Lender. If the obligation of any Lender to make Euro-Dollar Loans has been suspended pursuant to Section 8.02 (or the obligation to accept Bankers’ Acceptances has been suspended pursuant to Section 2.03(g)) or any Lender has demanded and is continuing to demand compensation under Section 8.03(a) or 8.03(b) or Section 8.04, the affected Borrower may elect to substitute another financial institution (or financial institutions) (which may be one or more of the Lenders) for such Lender, whereupon such Borrower shall so notify the applicable Administrative Agent, each applicable Issuing Lender and such Lender. If the applicable Issuing Lenders advise the applicable Administrative Agent that they consent to the substitution of each proposed substitute financial institution (which consent will not be unreasonably withheld or delayed), then such substitute financial institution or financial institutions may purchase the Loans and Letter of Credit Liabilities and assume the Commitment of the Lender demanding compensation; provided that, on or prior to such purchase and assumption, each such substitute financial institution shall have executed and delivered to the applicable Administrative Agent an instrument, in form and substance satisfactory to such Administrative Agent, agreeing to be bound by the terms of this Agreement and assuming all (or the relevant portion of) the obligations under this Agreement of the Lender demanding compensation and the applicable Borrower shall have paid to such Administrative Agent the administrative fee of $3,500 referred to in Section 9.07(b) for processing such assignment. Upon the receipt by such Administrative Agent of such instrument from each such substitute financial institution, each such substitute financial institution shall become a Lender for purposes of this Agreement, and the Lender demanding compensation shall (with respect to such assigned Loans and Commitments) no longer be a Lender hereunder; provided that the Lender demanding compensation shall not be deprived of any of its rights or released from any of its obligations under this Agreement with respect to any period prior to the date on which such substitution becomes effective.

ARTICLE 9

MISCELLANEOUS

Section 9.01. Notices. All notices, requests and other communications to any party hereunder shall be in writing (including bank wire, telex, facsimile transmission or similar writing) and shall be given to such party: (a) in the case of a Borrower, any Borrower’s Agent or any Agent, at its address, facsimile number or telex number set forth on the signature pages hereof (provided that, in the case of all notices required to be delivered to an Administrative Agent pursuant to Article 2, copies of such notices shall also be delivered to the recipients identified on Schedule 9.01), (b) in the case of any Lender, at its address, facsimile number or telex number set forth in its Administrative Questionnaire or (c) in the case of any party, such other address, facsimile number or telex number as such party may hereafter specify for the purpose by notice to the Administrative Agents and

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the Borrowers. Each such notice, request or other communication shall be effective (i) if given by telex, when such telex is transmitted to the telex number specified in this Section and the appropriate answerback is received, (ii) if given by facsimile transmission, when transmitted to the facsimile number specified in this Section and confirmation of receipt is received, (iii) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid or (iv) if given by any other means, when delivered at the address specified in this Section; provided that notices to the Administrative Agents under Article 2 or Article 8 shall not be effective until received.

Section 9.02. No Waivers. No failure or delay by any Agent or any Lender in exercising any right, power or privilege under any Financing Document shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided in the Financing Documents shall be cumulative and not exclusive of any rights or remedies provided by law. No waiver of any provision of any Financing Document or consent to any departure by any Credit Party therefrom shall in any event be effective unless the same shall be permitted by Section 9.05, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, neither the making of a Loan (including the acceptance or purchase of any Bankers’ Acceptance), nor the issuance, amendment, renewal or extension of a Letter of Credit shall be construed as a waiver of any Default, regardless of whether any Lender Party had notice or knowledge of such Default at the time.

Section 9.03. Expenses; Indemnity; Damage Waiver. (a) The Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by each Agent and its Affiliates, including the reasonable fees, charges and disbursements of Davis Polk & Wardwell, special counsel for the Administrative Agents, and Winston & Strawn, special counsel for General Electric Capital Corporation in its capacity as Syndication Agent and Co-Collateral Agent in connection with the preparation of the Financing Documents, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder, (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit issued, or to be issued, by it or any demand for payment thereunder and (iii) if an Event of Default occurs, all out-of-pocket expenses incurred by any Lender Party, including the fees, charges and disbursements of any counsel for any Lender Party, in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom.

(b) The Company shall indemnify each of the Lender Parties and their respective Related Parties (each, an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind (other than amounts expressly addressed in Section 8.04

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hereof, which shall be governed by such Section 8.04), including, without limitation, the reasonable fees and disbursements of counsel and settlement costs, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans, Swingline Loans or Letter of Credit hereunder; provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee’s own gross negligence or willful misconduct or violation of law or regulation as determined by a final, non-appealable judgment or decision of an administrative agency, regulatory authority or court of competent jurisdiction. Each Indemnitee shall give the U.S. Borrowers’ Agent prompt notice of any such action brought or threatened against such Indemnitee and an opportunity to consult from time to time with such Indemnitee regarding defensive measures and potential settlement.

(c) To the extent that the Company fails to pay any amount required to be paid by it to any Agent, or any Issuing Lender under subsection (a) or (b) of this Section, each Lender severally agrees to pay to such Agent or Issuing Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or Issuing Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based on its share of the Total Exposures at the time.

(d) To the extent permitted by applicable law, each Borrower and each Indemnitee shall not assert, and hereby waives, any claim against any Indemnitee or the Credit Parties, as applicable, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Financing Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

(e) In no event shall any Indemnitee or any Credit Party be liable for any special, indirect, consequential or punitive damages arising out of or in connection with this Agreement.

(f) All amounts due under this Section shall be payable within five Business Days after written demand therefor.

Section 9.04. Sharing of Set-Offs. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise (including without limitation under the terms of any Security Document), receive payment of a proportion of the aggregate amount of principal and interest then due with respect to any Loan, Swingline Loan or Letter of Credit Liability which is greater than the proportion received by any other Lender in respect of the aggregate amount of

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principal and interest then due with respect to any Loan, Swingline Loan or Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans, Swingline Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans, Swingline Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the applicable Lenders pro rata in proportion to their share of applicable Total Exposures; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of a Borrower other than its indebtedness hereunder. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan, Swingline Loan or Letter of Credit Liabilities, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of such Borrower in the amount of such participation. It is understood that this Section 9.04 applies to and among Lenders of all Classes and Types.

Section 9.05. Amendments and Waivers. Any provision of the Financing Documents or the Bankers’ Acceptances may be amended, waived or modified if, but only if, such amendment, waiver or modification is in writing and is signed by the Borrowers and the Required Lenders (and, if the rights or duties of any Agent or Issuing Lender are affected thereby (including, without limitation, in the case of any amendment, waiver or modification of Section 7.10), by such Agent or Issuing Lender); provided that at any time when any individual Lender (a “Controlling Lender”) holds at least a majority of the aggregate Exposures, the requisite consent of the Required Lenders to any such amendment, waiver or modification shall be obtained only if the Controlling Lender and at least one other Lender shall have signed such amendment, waiver or modification; and provided further that:

(a) no such amendment, waiver or modification shall, unless signed by the Collateral Agent, the Co-Collateral Agent and by Lenders having at least 85% of the Total Exposures at such time, (i) increase the Borrowing Base advance rates or otherwise cause the Borrowing Base or borrowing availability to be increased (including by changing the eligibility criteria set forth in this Agreement but excluding, for the avoidance of doubt, any waiver or modification which by the express terms of this Agreement may be given or made by the Collateral Agent or by the Security Agents) or (ii) reduce the amount or applicability of the Note Availability Block;

(b) notwithstanding the foregoing, no such amendment or waiver shall, unless signed by each affected Lender (and, in the case of clause (i), the Collateral Agents), (i) increase or decrease the Commitment of any Lender (except for a ratable decrease in the Commitments of all Lenders of the same Class) or subject

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any Lender to any additional obligation, (ii) reduce the principal of or rate of interest on any Loan, Swingline Loan or Bankers’ Acceptance or the amount to be reimbursed in respect of any Letter of Credit or any interest thereon or any fees hereunder (other than fees payable solely to any Issuing Lender, the amendment or waiver of which shall only require consent of the Company, each affected Issuing Lender and the applicable Administrative Agent), (iii) postpone the date fixed for the termination of the Commitments pursuant to Section 2.12(a) or any payment of principal (including without limitation any mandatory prepayment pursuant to clauses (a) or (b) (but not clauses (c) or (d)) of Section 2.09) of or interest on any Loan or Swingline Loan or for reimbursement in respect of any Letter of Credit or any interest thereon or any fees hereunder or (except as expressly provided in Section 2.20) any expiry date of any Letter of Credit or the BA Maturity Date of any Bankers’ Acceptance and (iv) release any substantial portion of the Collateral or the Guarantors (except as contemplated by the Financing Documents); provided that any amendment or waiver that postpones the date fixed for a mandatory prepayment of principal pursuant to clause (d) of Section 2.09 shall require, in addition to any other consents required under this Section 9.05, the consent (not to be unreasonably withheld) of the Security Agents;

(c) no such amendment or waiver shall, unless signed by all the Lenders, change the percentage of the Commitments or of the Total Exposures, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under this Section or any other provision of this Agreement or any other Financing Document; and

(d) subject to the foregoing clauses (a), (b) and (c), any Security Document may be amended as provided therein;

provided that it is understood that neither a reduction or termination of Commitments pursuant to Section 2.09, 2.10 or Section 2.13(b), nor an increase of Commitments pursuant to Section 2.10 or 2.22, nor a substitution of a Lender under Section 8.06, constitutes an amendment, waiver or modification; and provided further that, notwithstanding the foregoing, if the Required Lenders enter into or consent to any waiver, amendment or modification pursuant to this Section 9.05, no consent of any other Lender will be required if, when such waiver, amendment or modification becomes effective, (i) the Commitment of each Lender not consenting thereto terminates and (ii) all amounts owing to it or accrued for its account hereunder are paid in full.

Section 9.06. Confidentiality. Each Agent and each Lender agrees to keep confidential (in accordance with its standard credit policy) the Financing Documents and the Bankers’ Acceptances and any information delivered by (or on behalf of) any Credit Party pursuant to this Agreement or any other Financing Document and Bankers’ Acceptance and any information obtained by such Agent or any Lender based upon a review of the books and records of the Company or any Subsidiary of the Company (and, for avoidance doubt, will not disclose

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information so obtained in any public or private announcement or marketing effort); provided that any Agent or any Lender may disclose such information (i) to any other Agent or any other Lender, (ii) to the Lenders’ participants, prospective participants, assignees, prospective assignees or counterparties (and their advisors) to any swap, securitization or derivative transaction referencing or involving any of its rights or obligations under this Agreement, in each case who have been approved by the Company, which approval shall not be unreasonably withheld (except that such approval is not required if an Event of Default shall have occurred and be continuing or in the case of an assignment or transfer (x) to any Person which controls, is controlled by or is under common control with, or is otherwise substantially affiliated with, such Lender, (y) to any Lender or (z) to any Federal Reserve Bank) and have agreed prior to receipt of such information to be bound by the provisions of this Section 9.06, (iii) to such Lender’s or such Agent’s legal counsel or independent auditors, (iv) to the employees, agents and professional advisors of such Lender and its Affiliates, but only for use in connection with the transactions contemplated by this Agreement, (v) upon the order of any court or administrative agency, (vi) upon the request or demand of any regulatory agency or authority having jurisdiction over such party, (vii) which has been publicly disclosed, (viii) which has been obtained from any Person other than the Company and its Subsidiaries (or their respective agents or representatives), (ix) in connection with the exercise of any remedy hereunder, (x) in connection with any litigation relating to the transactions contemplated by this Agreement to which any Agent, any Lender or its subsidiaries or Parent may be a party or (xi) with, and only with, the prior written consent of the Company, to any other Person (including any Affiliate of such Agent or such Lender, as the case may be). Notwithstanding the above, the Arrangers may disclose (without disclosing the identity of the Company or its Affiliates) the types and amounts of interest and amount of commitment fees payable under this Agreement, the identity of the Lenders, each Lender’s Commitment, the aggregate Commitments of all Lenders and the Borrowing Base advance rates.

Section 9.07. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Lender Affiliate of an Issuing Lender that issues any Letter of Credit), except that (i) no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each applicable Lender (and any attempted assignment or transfer by such Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Lender Affiliate of an Issuing Lender that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agents, the Issuing Lenders and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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(b)(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments, Swingline Exposures, Letter of Credit Liabilities and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:

(A) the Company, provided that no consent of the Company shall be required for an assignment to (1) a Lender, a Lender Affiliate of a Lender (unless such Lender Affiliate (x) is prohibited by its charter documents or by applicable law from funding the Loans to be made pursuant to the Commitment assigned to it or (y) is not a financial institution and is a customer or competitor of the Company or any of its Subsidiaries) or an Approved Fund (as defined below), unless such assignment would result in any increase in the amounts payable under Section 8.04 or (2) if an Event of Default has occurred and is continuing, any assignee;

(B) the applicable Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment to a Lender;

(C) in the case of any assignment of all or a portion of a Commitment, each of JPMorgan Chase Bank, N.A. and General Electric Capital Corporation in its capacity as an Issuing Lender, and each other U.S. Issuing Lender (in the case of an assignment of all or a portion of a U.S. Commitment) or Canadian Issuing Lender (in the case of an assignment of all or a portion of a Canadian Commitment) that, on the date of such assignment, has issued and outstanding Letters of Credit in an aggregate amount in excess of $25,000,000; and

(D) in the case of any assignment of all or a portion of a U.S. Commitment or any U.S. Lender’s obligations in respect of its Swingline Exposure, the Swingline Lender;

provided that the consent of the Company will not be considered to be unreasonably withheld where such assignment would result in any increase in amounts payable under Section 8.04.

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(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender or a Lender Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitments, the amount of the Commitments of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the applicable Administrative Agent(s)) shall be an Approved Amount unless each of the Company and the applicable Administrative Agent or Agents otherwise consent, provided that no such consent of the Company shall be required if an Event of Default has occurred and is continuing;

(B) the parties to each assignment shall execute and deliver to the applicable Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500;

(C) the assignee, if it shall not be a Lender, shall deliver to the applicable Administrative Agent an Administrative Questionnaire;

(D) in the case of an assignment to a CLO (as defined below), the assigning Lender where the CLO is a Lender Affiliate of such Lender shall retain the sole right to approve any amendment, modification or waiver of any provision of this Agreement, provided that the Assignment and Assumption between such Lender and such CLO may provide that such Lender will not, without the consent of such CLO, agree to any amendment, modification or waiver described in Section 9.05 that affects such CLO;

(E)(x) in the case of any assignment of Canadian Commitments by a Canadian Lender prior to the reallocation of Commitments pursuant to Section 2.10(b), immediately following such assignment, the assignee Canadian Lender will have a Related U.S. Lender which has a U.S. Commitment equal to at least such assignee Canadian Lender’s Percentage of $10,000,000 and (y) in the case of any assignment by a U.S. Lender which is a Related U.S. Lender of a Canadian Lender, immediately following such assignment the assigning Lender will have a U.S. Commitment equal to at least an amount equal to the Percentage of the Canadian Lender to which it is the Related Lender multiplied by $10,000,000; and

(F) in the case of any assignment of Canadian Commitments by a Canadian Lender, the Assignment and Assumption Agreement delivered pursuant to clause (B) above shall contain a representation by the assignee of such Commitments to the effect that such assignee is not a non-resident of Canada for the purposes of Part XIII of the Income Tax Act (Canada).

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For the purposes of this Section 9.07(b), the terms “Approved Fund” and “CLO” have the following meanings:

“Approved Fund” means (a) a CLO and (b) with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“CLO” means any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by a Lender or a Lender Affiliate of such Lender.

(iii) Subject to acceptance and recording thereof pursuant to Section 2.05 from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, Article 8 and Section 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.07 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(c) Any Lender may, subject to Section 9.06, without the consent of the Company, the Administrative Agents or any Issuing Lender, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) each Borrower, the Administrative Agents, the Issuing Lenders and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this

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Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 9.05(b) or (c) that affects such Participant. Subject to paragraph (d) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of Section 2.15 and Article 8 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section.

(d) No assignee, Participant or other transferee of any Lender’s rights shall be entitled to receive any greater payment under Section 8.03 or Section 8.04 than the applicable Lender would have been entitled to receive with respect to the rights transferred, unless such transfer is made with the Company’s prior written consent. Any assignee, Participant or other transferee of any Lender’s rights shall promptly comply with the certification and documentation requirements in Section 8.04(e) and Section 8.04(h) (as applicable).

(e) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Section 9.08. Collateral. Each of the Lenders represents to the Administrative Agents and each of the other Lenders that it in good faith is not relying upon any “margin stock” (as defined in Regulation U) as collateral in the extension or maintenance of the credit provided for in this Agreement.

Section 9.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b) Each Borrower hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each Borrower irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

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(c) Each Borrower irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to any Financing Document in any court referred to in subsection (b) of this Section. Each party hereto irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such suit, action or proceeding in any such court.

(d) Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in any Financing Document will affect the right of any party hereto to serve process in any other manner permitted by law.

Section 9.10. Counterparts; Integration. 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. This Agreement and the other Financing Documents constitute the entire agreement and understanding among the parties hereto and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof.

Section 9.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY FINANCING DOCUMENT OR ANY TRANSACTION CONTEMPLATED THEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 9.12. USA PATRIOT Act. Each Lender hereby notifies the Borrowers that, pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Borrowers, which information includes the names and addresses of the Borrowers and other information that will allow such Lender to identify the Borrowers in accordance with the Patriot Act.

Section 9.13. Appointment and Authorization of Borrowers’ Agents. Each of the Borrowers irrevocably appoints and authorizes the applicable Borrowers’ Agent to take such action as agent on its behalf and to exercise such powers under the Financing Documents as are delegated to the Borrowers’ Agents by the terms thereof, together with all such powers as are reasonably incidental thereto. Each of the Borrowers irrevocably agrees that the Lender Parties may conclusively rely on the authority of the Borrowers’ Agents in exercising the powers granted to them by the terms of this Agreement.

131

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

RYERSON INC., a Delaware corporation

By:

Name:

Title:

2621 West 15^th Place

Chicago, Illinois 60608

Attention: Vice President – Finance & Treasurer

Facsimile:

JOSEPH T. RYERSON & SON, INC.,

a Delaware corporation

By:

Name:

Title:

RYERSON CANADA, INC., an Ontario corporation

By:

Name:

Title:

JPMORGAN CHASE BANK, N.A., as General Administrative Agent, Collateral Agent, Swingline Lender and U.S. Lender

By:

Name:

Title:

270 Park Avenue

New York, NY 10017

Attention:

Facsimile:

133

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, TORONTO BRANCH as Canadian Administrative Agent and Canadian Lender

By:

Name:

Title:

Royal Bank Plaza, Floor 18

Toronto M5J2J2

Canada

Attention:

Facsimile:

GENERAL ELECTRIC CAPITAL CORPORATION as Syndication Agent, Co-Collateral Agent and U.S. Lender

By:

Name:

Title:

500 West Monroe Street, 12th Floor

Chicago, Illinois 60661

Attention: Ryerson Tull Account Manager

Facsimile:

PRICING SCHEDULE

Each of “Euro-Dollar Margin”, “BA Margin” “Base Rate Margin” and “Commitment Fee Rate” means for any day the rate set forth below in the row opposite such term and in the column corresponding to the “Pricing Level” that applies for such day:

	Level I		Level II		Level III		Level IV
Euro-Dollar Margin	1.00	%	1.25	%	1.50	%	1.75	%
BA Margin	1.00	%	1.25	%	1.50	%	1.75	%
Base Rate Margin	0.00	%	0.25	%	0.50	%	0.75	%
Commitment Fee Rate	0.200	%	0.250	%	0.375	%	0.375	%

For purposes of this Pricing Schedule, the following terms have the following meanings:

“Level I Pricing” applies for each day if, on the last day of the then most recently ended period of three consecutive full calendar months, Reference Availability was equal to or greater than $400,000,000; provided that for purposes of this Pricing Schedule, Reference Availability shall be calculated without giving effect to the amount of the Note Availability Block.

“Level II Pricing” applies for each day if, on the last day of the then most recently ended period of three consecutive full calendar months, Reference Availability was equal to or greater than $250,000,000, but less than $400,000,000; provided that for purposes of this Pricing Schedule, Reference Availability shall be calculated without giving effect to the amount of the Note Availability Block.

“Level III Pricing” applies for each day if, on the last day of the then most recently ended period of three consecutive full calendar months, Reference Availability was equal to or greater than $100,000,000, but less than $250,000,000; provided that for purposes of this Pricing Schedule, Reference Availability shall be calculated without giving effect to the amount of the Note Availability Block.

“Level IV Pricing” applies for each day if, on the last day of the then most recently ended period of three consecutive full calendar months, Reference Availability was less than $100,000,000; provided that for purposes of this Pricing Schedule, Reference Availability shall be calculated without giving effect to the amount of the Note Availability Block.

“Pricing Level” refers to the determination of which of Level I, Level II, Level III or Level IV Pricing applies for any day. Pricing Levels are referred to in ascending order, e.g. Level I Pricing is the lowest Pricing Level and Level IV Pricing is the highest Pricing Level.

Notwithstanding the foregoing, prior to the receipt of Borrowing Base Certificates for the third full calendar month after the Effective Date, the Euro-Dollar Margin, BA Margin, Base Rate Margin and Commitment Fee Rate corresponding to Level II shall apply.

EX-4.4(B)

EXHIBIT 4.4(b)

SECOND AMENDED AND RESTATED

GUARANTEE AND SECURITY AGREEMENT

dated as of

December 20, 2002

and amended and restated

as of

January 26, 2007

among

RYERSON INC.,

THE U.S. SUBSIDIARIES OF RYERSON INC.

PARTY HERETO

and

JPMORGAN CHASE BANK, N.A.,

as Collateral Agent

TABLE OF CONTENTS

	Page
SECTION 1. Definitions	1
SECTION 2. Guarantees by Guarantors.	10
SECTION 3. Grant of Transaction Liens.	13
SECTION 4. General Representations and Warranties.	14
SECTION 5. Further Assurances; General Covenants.	16
SECTION 6. Cash Collateral Account.	18
SECTION 7. Remedies Upon Event of Default.	21
SECTION 8. Application of Proceeds.	21
SECTION 9. Fees and Expenses; Indemnification.	24
SECTION 10. Authority to Administer Collateral	25
SECTION 11. Limitation on Duty in Respect of Collateral	26
SECTION 12. General Provisions Concerning the Collateral Agent.	26
SECTION 13. Termination of Transaction Liens; Release of Collateral.	29
SECTION 14. Guarantors and Lien Grantors.	31
SECTION 15. Notices.	31
SECTION 16. No Implied Waivers; Remedies Not Exclusive.	32
SECTION 17. Successors and Assigns.	32
SECTION 18. Amendments and Waivers.	33
SECTION 19. Choice of Law.	33
SECTION 20. Waiver of Jury Trial.	33
SECTION 21. Severability.	33
SECTION 22. Collateral Agent Subject to Direction of Security Agents	33
SECTION 23. Additional Secured Obligations	34
SECTION 24. Sharing Provisions.	35
SECTION 25. Counterparts.	36

i

SECOND AMENDED AND RESTATED

GUARANTEE AND SECURITY AGREEMENT

SECOND AMENDED AND RESTATED GUARANTEE AND SECURITY AGREEMENT dated as of January 26, 2007 among RYERSON INC., the U.S. SUBSIDIARIES OF RYERSON INC. party hereto and JPMORGAN CHASE BANK, N.A., as Collateral Agent.

WHEREAS, the Company, certain of its U.S. Subsidiaries and JPMorgan Chase Bank, N.A., as collateral agent, are parties to a Guarantee and Security Agreement dated as of December 20, 2002, which agreement was amended and restated as of January 4, 2005 (as amended or otherwise modified prior to the date hereof, the “Existing U.S. Security Agreement”);

WHEREAS, the parties thereto are amending and restating the Credit Agreement (as defined in the Existing U.S. Security Agreement) (as so defined, the “Existing Credit Agreement”) pursuant to a Second Amended and Restated Credit Agreement dated as of January 26, 2007 among Ryerson Inc., Joseph T. Ryerson & Son, Inc., Ryerson Canada, Inc., the lenders party thereto, JPMorgan Chase Bank, N.A., as general administrative agent, collateral agent and swingline lender, JPMorgan Chase Bank, National Association, Toronto Branch, as Canadian administrative agent, General Electric Capital Corporation, as syndication agent and co-collateral agent and Bank of America, N.A., as Documentation Agent (the “Amended Credit Agreement”);

WHEREAS, in connection with the amendment and restatement of the Existing Credit Agreement, the parties thereto have agreed to amend and restate the Existing U.S. Security Agreement;

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, effective upon (and subject to the occurrence of) the Restatement Date, the Existing U.S. Security Agreement is amended and restated as follows:

SECTION 1. Definitions.

(a) Terms Defined in Credit Agreement. Terms defined in the Credit Agreement and not otherwise defined in subsection 1(b) or 1(c) have, as used herein, the respective meanings provided for therein.

(b) Terms Defined in UCC. As used herein, each of the following terms has the meaning specified in the UCC:

Term	UCC
Account	9-102

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Term	UCC
Authenticate	9-102
Chattel Paper	9-102
Deposit Account	9-102
General Intangibles	9-102
Instrument	9-102
Inventory	9-102
Letter-of-Credit Right	9-102
Payment Intangible	9-102
Supporting Obligation	9-102

(c) Additional Definitions. The following additional terms, as used herein, have the following meanings:

“Additional Secured Obligations” means (a) the Secured Derivative Obligations and (b) all obligations of the Credit Parties owed to either of the Administrative Agents or any Lender or any of their respective Affiliates in respect of cash management services performed by such Administrative Agent, Lender or Affiliate.

“Additional Secured Parties” means each holder from time to time of the Additional Secured Obligations.

“Affiliate” means, with respect to any Person, (x) any other Person that directly, or indirectly through one or more intermediaries, controls such Person (a “Controlling Person”) or (y) any other Person which is controlled by or is under common control with a Controlling Person. As used herein, the term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Amended Credit Agreement” has the meaning set forth in the recitals hereto.

“Assigned Accounts” means any Blocked Accounts that have been assigned by a Lien Grantor to a Special Purpose Receivables Subsidiary in connection with a Permitted Receivables Facility; provided that such Blocked Accounts shall no longer constitute “Assigned Accounts” on and after the date that such accounts are required to be assigned back to such Lien Grantor pursuant to the Intercreditor Agreement.

“Blocked Accounts” has the meaning set forth in Section 6(a).

2

“Blocked Account Agreement” means, with respect to any Deposit Account, a blocked account agreement in favor of the Collateral Agent (or its sub-agent) substantially in the form of Exhibit C attached hereto.

“Borrowers” means, collectively, Ryerson Inc., JTR and Ryerson Canada, Inc. and their respective successors, and “Borrower” means any of the foregoing.

“Collateral” means all property, whether now owned or hereafter acquired, on which a Lien is granted or purports to be granted to the Collateral Agent pursuant to the Security Documents. When used with respect to a specific Lien Grantor, the term “Collateral” means all its property on which such a Lien is granted or purports to be granted.

“Collateral Agent” means JPMorgan Chase Bank, N.A., in its capacity as Collateral Agent for the Secured Parties under the Security Documents, and its successors in such capacity.

“Company” means Ryerson Inc., a Delaware corporation, and its successors.

“Contracts” means all contracts for the sale, lease, exchange or other disposition of Inventory, whether or not performed and whether or not subject to termination upon a contingency or at the option of any party thereto.

“Credit Agreement” means the Existing Credit Agreement (as defined in the recitals hereto), as amended by the Amended Credit Agreement and as the same may be further amended or otherwise modified from time to time.

“Derivative Obligations” of any Person means all obligations of such Person in respect of any rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of the foregoing transactions) or any combination of the foregoing transactions.

“Effective Date” means: (a) with respect to each Lien Grantor that was a party to the Existing U.S. Security Agreement on January 26, 2007, its “Effective Date” as defined in the Existing U.S. Security Agreement and (b) with respect to any Lien Grantor which becomes a party hereto subsequent to January 26, 2007, the date this Agreement becomes effective with respect to such Lien Grantor.

“Eligible Transferee” means (i) a Special Purpose Receivables Subsidiary or (ii) any other Person which is not a Subsidiary of the Company to which Receivables may be sold, contributed or otherwise transferred or purported to be transferred pursuant to a Permitted Receivables Facility.

3

“Equity Interest” means (i) in the case of a corporation, any shares of its capital stock, (ii) in the case of a limited liability company, any membership interest therein, (iii) in the case of a partnership, any partnership interest (whether general or limited) therein, (iv) in the case of any other business entity, any participation or other interest in the equity or profits thereof or (v) any warrant, option or other right to acquire any Equity Interest described in this definition.

“Event of Default” means any Event of Default as defined in the Credit Agreement and any similar event with respect to any Additional Secured Obligation that permits the acceleration of the maturity thereof (or an equivalent remedy).

“First Secured Derivative Obligations” means the Secured Derivative Obligations to the extent (but only to the extent) that they are designated by the Borrower as “First Secured Derivative Obligations” in accordance with Section 23. For the avoidance of doubt, unless the context otherwise requires, any reference herein to the “amount” or the “principal amount” of a First Secured Derivative Obligation shall refer to then current Mark-to-Market Value of such First Secured Derivative Obligation.

“Foreign Subsidiary” means any Subsidiary which is organized under the laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia.

“Guarantors” means, collectively, (i) the Company and each U.S. Subsidiary (other than an Immaterial Subsidiary or a Special Purpose Receivables Subsidiary) listed on the signature pages hereof under the caption “Subsidiary Guarantors”, and their respective successors, and (ii) each U.S. Subsidiary (other than an Immaterial Subsidiary or a Special Purpose Receivables Subsidiary) that shall, at any time after the date hereof, become a Guarantor pursuant to Section 14, and “Guarantor” means any of the foregoing.

“JTR” means Joseph T. Ryerson & Son, Inc., a Delaware corporation, and its successors.

“Lien Grantors” means the U.S. Borrowers and the other Guarantors.

“Liquid Investment” means (i) direct obligations of the United States or any agency thereof, (ii) obligations guaranteed by the United States or any agency thereof, (iii) time deposits and money market deposit accounts issued by or guaranteed by or placed with a Lender, and (iv) fully collateralized repurchase agreements for securities described in clause (i) or (ii) above entered into with a

4

Lender, provided in each case that such Liquid Investment (x) matures within 30 days after it is first included in the Collateral and (y) is in a form, and is issued and held in a manner, that in the reasonable judgment of the Collateral Agent permits appropriate measures to have been taken to perfect security interests therein.

“Liquidated Secured Obligation” means at any time any Secured Obligation (or portion thereof) that is not an Unliquidated Secured Obligation at such time.

“Mark-to-Market Value” means, at any date with respect to any Derivative Obligation, the lesser of (i) the amount that would be payable by the applicable Borrower if the applicable Derivative Contract were terminated at such time in circumstances in which the Borrower was the defaulting party, taking into account the effect of any enforceable netting arrangement between the parties to such Derivative Contract with respect to mutual obligations in respect of other Secured Derivative Obligations between such parties and (ii) the amount stated in the applicable Derivative Contract to be the maximum amount which can be asserted as a secured claim against the Collateral.

“Opinion of Counsel” means a written opinion of legal counsel (who may be counsel to a Lien Grantor or other counsel, in either case approved by the Administrative Agent in a writing delivered to the Collateral Agent, which approval shall not be unreasonably withheld) addressed and delivered to the Collateral Agent.

“own” refers to the possession of sufficient rights in property to grant a security interest therein as contemplated by UCC Section 9-203, and “acquire” refers to the acquisition of any such rights.

“Perfection Certificate” means, with respect to any Lien Grantor, a certificate substantially in the form of Exhibit B, completed and supplemented with the schedules contemplated thereby to the reasonable satisfaction of the Collateral Agent, and signed by an officer of such Lien Grantor.

“Permitted Liens” means (i) the Transaction Liens and (ii) any other Liens on the Collateral permitted to be created or assumed or to exist pursuant to the Credit Agreement.

“Pledged”, when used in conjunction with any type of asset, means at any time an asset of such type that is included (or that creates rights that are included) in the Collateral at such time. For example, “Pledged Inventory” means Inventory that is included in the Collateral at such time.

5

“Post-Petition Interest” means any interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of a Lien Grantor (or would accrue but for the operation of applicable bankruptcy or insolvency laws), whether or not such interest is allowed or allowable as a claim in any such proceeding.

“Proceeds” means all proceeds of, and all other profits, products, rents or receipts, in whatever form, arising from the collection, sale, lease, exchange, assignment, licensing or other disposition of, or other realization upon, any Collateral, including all claims of the relevant Lien Grantor against third parties for loss of, damage to or destruction of, or for proceeds payable under, or unearned premiums with respect to, policies of insurance in respect of, any Collateral, and any condemnation or requisition payments with respect to any Collateral.

“Receivables” means, with respect to any Lien Grantor, all Accounts and Payment Intangibles owned by it and all other rights, titles or interests which, in accordance with GAAP would be included in receivables on its balance sheet (including any such Accounts and/or rights, titles or interests that might be characterized as Chattel Paper, Instruments or General Intangibles under the Uniform Commercial Code in effect in any jurisdiction), in each case arising from the sale, lease, exchange or other disposition of Inventory, and all of such Lien Grantor’s rights to any goods, services or other property related to any of the foregoing (including returned or repossessed goods and unpaid seller’s rights of rescission, replevin, reclamation and rights to stoppage in transit), and all collateral security and supporting obligations of any kind given by any Person with respect to any of the foregoing.

“Receivables Collateral Agent” has the meaning specified in the Intercreditor Agreement.

“Receivables Documents” means the Effective Date Receivables Facility Documents and the equivalent documents relating to any Replacement Receivables Facility.

“Related Documents” means the Credit Agreement, the Notes, the Swingline Note, the Bankers’ Acceptances, the Acceptance Notes, the Security Documents and the documentation governing the Additional Secured Obligations.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and its Affiliates.

“Related Transferred Rights” has the meaning specified in Section 3(b).

6

“Release Conditions” means the following conditions for releasing all the Secured Guarantees and terminating all the Transaction Liens:

(i) all Commitments under the Credit Agreement shall have expired or been terminated;

(ii) all Liquidated Secured Obligations shall have been paid in full; and

(iii) no Unliquidated Secured Obligation shall remain outstanding or such Unliquidated Secured Obligation shall be cash collateralized to an extent and in a manner reasonably satisfactory to each affected Secured Party.

“Required Secured Parties” means (i) until such time as the Release Conditions are satisfied with respect to the Credit Agreement and the Secured Loan Obligations, the Required Lenders (and, for purposes of a release of all or any substantial portion of the Secured Guarantees or all or any substantial portion of the Collateral, all of the Lenders) and (ii) thereafter, the holders of a majority in face amount of the Additional Secured Obligations.

“Restatement Date” means the “Effective Date” as defined in the Amended Credit Agreement.

“Second Secured Derivative Obligations” means all Secured Derivative Obligations that are not First Secured Derivative Obligations. For the avoidance of doubt, unless the context otherwise requires, any reference herein to the “amount” or the “principal amount” of a Second Secured Derivative Obligation shall refer to then current Mark-to-Market Value of such Second Secured Derivative Obligation.

“Secured Agreement”, when used with respect to any Secured Obligation, refers collectively to each instrument, agreement or other document that sets forth obligations of the Lien Grantors and/or rights of the holder with respect to such Secured Obligation.

“Secured Derivative Obligations” means Derivative Obligations of any Credit Party owing to any Person that was a Lender or Lender Affiliate on the trade date for any such Derivative Obligation, or an assignee of such Person; provided that (i) such Derivative Obligation is entered into in the course of the ordinary business practice of such Credit Party and not for speculative purposes and (ii) such Derivative Obligation has been designated by the Company as an additional Secured Obligation in accordance with Section 23.

7

“Secured Guarantee” means, with respect to each Guarantor, its guarantee of the Secured Obligations under Section 2 hereof or Section (a) of a Security Agreement Supplement.

“Secured Loan Obligations” means all principal of all Loans (including the face amount of all Bankers’ Acceptances) and Swingline Loans outstanding from time to time under the Credit Agreement and all obligations to reimburse LC Disbursements, all interest (including Post-Petition Interest) thereon and all other amounts now or hereafter payable by the Borrowers pursuant to the Financing Documents.

“Secured Obligations” means the Secured Loan Obligations and the Additional Secured Obligations.

“Secured Parties” means the holders from time to time of the Secured Obligations (including, as the case may be, any of such holders in its capacity as Security Agent or Collateral Agent), and “Secured Party” means any of them as the context may require.

“Security Agreement Supplement” means a Security Agreement Supplement, substantially in the form of Exhibit A, signed and delivered to the Collateral Agent for the purpose of adding a Subsidiary of the Company as a party hereto pursuant to Section 14 and/or adding additional property to the Collateral.

“Security Documents” means this Agreement, the Security Agreement Supplements, the Blocked Account Agreements, the Intercreditor Agreement and all other supplemental or additional security agreements, control agreements or similar instruments delivered pursuant to the Financing Documents.

“SPV Equity Interests” means any Equity Interests in any Special Purpose Receivables Subsidiary.

“SPV Notes” means all Debt owed by a Special Purpose Receivables Subsidiary to the Company or any of its Subsidiaries, whether or not evidenced by an Instrument.

“Sweep Collateral” has the meaning set forth in Section 6.

“Sweep Period” means (i) each period that begins on any day on which Total Facility Availability is less than $50,000,000, and ends on the first day thereafter on which Total Facility Availability has been at least $55,000,000 for 30 consecutive days and (ii) each period that begins when an Event of Default occurs, and ends when no Event of Default is continuing; provided that, except in the case of a Sweep Period that begins upon the occurrence of any Event of Default described in Section 6.01(a)(i), 6.01(a)(ii) or 6.01(d) of the Credit

8

Agreement with respect to any Borrower (which Sweep Period shall commence automatically upon the occurrence of such Event of Default), no Sweep Period shall be deemed to have commenced unless and until either Security Agent shall have so determined and shall have so notified the U.S. Borrowers’ Agent.

“Transaction Liens” means the Liens granted by the Lien Grantors under the Security Documents.

“Transferred Receivables” means any Receivables that have been sold, contributed or otherwise transferred or purported to be transferred to an Eligible Transferee in connection with a Permitted Receivables Facility.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any Transaction Lien on any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“Unliquidated Secured Obligation” means, at any time, any Secured Obligation (or portion thereof) that is contingent in nature or unliquidated at such time, including any Secured Obligation that is:

(i) an obligation to reimburse a bank for drawings not yet made under a letter of credit issued by it;

(ii) any other obligation (including any guarantee) that is contingent in nature at such time; or

(iii) an obligation to provide collateral to secure any of the foregoing types of obligations.

“U.S. Borrowers” means Ryerson Inc. and JTR.

“U.S. Cash Collateral Account” has the meaning set forth in Section 6.

(d) Terms Generally. The definitions of terms herein (including those incorporated by reference to the UCC or to another document) apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument

9

or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections, Exhibits and Schedules shall be construed to refer to Sections of, and Exhibits and Schedules to, this Agreement and (e) the word “property” shall be construed to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 2. Guarantees by Guarantors.

(a) Secured Guarantees. Each Guarantor unconditionally guarantees to the Collateral Agent for the benefit of the Secured Parties the full and punctual payment of each Secured Obligation when due (whether at stated maturity, upon acceleration or otherwise). If any Borrower fails to pay any Secured Obligation punctually when due, each Guarantor agrees that it will forthwith on demand pay the amount not so paid at the place and in the manner specified in the relevant Secured Agreement.

(b) Secured Guarantees Unconditional. The obligations of each Guarantor under its Secured Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:

(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower, any other Guarantor or any other Person under any Secured Agreement, by operation of law or otherwise;

(ii) any modification or amendment of or supplement to any Secured Agreement;

(iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrower, any other Guarantor or any other Person under any Secured Agreement;

(iv) any change in the corporate existence, structure or ownership of any Borrower, any other Guarantor or any other Person or any of their respective subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower, any other Guarantor or any other Person or any of their assets or any resulting release or discharge of any obligation of any Borrower, any other Guarantor or any other Person under any Secured Agreement;

10

(v) the existence of any claim, set-off or other right that such Guarantor may have at any time against any Borrower, any other Guarantor, any Secured Party or any other Person, whether in connection with the Financing Documents or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;

(vi) any invalidity or unenforceability relating to or against any Borrower, any other Guarantor or any other Person for any reason of any Secured Agreement, or any provision of applicable law or regulation purporting to prohibit the payment of any Secured Obligation by any Borrower, any other Guarantor or any other Person; or

(vii) any other act or omission to act or delay of any kind by any Borrower, any other Guarantor, any other party to any Secured Agreement, any Secured Party or any other Person, or any other circumstance whatsoever that might, but for the provisions of this clause 2(b)(vii), constitute a legal or equitable discharge of or defense to any obligation of any Guarantor hereunder.

(c) Release of Secured Guarantees. (i) All the Secured Guarantees will be released when all the Release Conditions are satisfied. If at any time any payment of a Secured Obligation is rescinded or must be otherwise restored or returned upon the insolvency or receivership of any Borrower or otherwise, the Secured Guarantees shall be reinstated with respect thereto as though such payment had been due but not made at such time.

(ii) If all the capital stock of a Guarantor or all the assets of a Guarantor are sold to a Person other than a Borrower or a Subsidiary of a Borrower in a transaction not prohibited by the Credit Agreement (any such sale, a “Sale of Guarantor”), the Collateral Agent shall promptly release such Guarantor from its Secured Guarantee. Such release shall not require the consent of any Secured Party, and the Collateral Agent and any third party shall be fully protected in relying on a certificate of the Company as to whether any particular sale constitutes a Sale of Guarantor.

(iii) In addition to any release permitted by subsection 2(c)(ii), the Collateral Agent may release any Secured Guarantee (subject to Section 9.05(b)(iv) of the Credit Agreement) with the prior written consent of the Required Secured Parties.

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(d) Waiver by Guarantors. Each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any Borrower, any other Guarantor or any other Person.

(e) Subrogation. Each Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder to be subrogated to the rights of the payee against the relevant Credit Party with respect to such payment or against any direct or indirect security therefor, or otherwise to be reimbursed, indemnified or exonerated by or for the account of the relevant Credit Party in respect thereof unless, and until such time as, all the Release Conditions have been satisfied.

(f) Contribution; Subordination. Each Guarantor (a “Contributing Guarantor”) agrees that, in the event a payment shall be made by any other Guarantor under this Agreement or assets of any other Guarantor shall be sold pursuant to this Agreement to satisfy a claim against any Borrower or any Subsidiary of such Borrower (such other Guarantor, the “Claiming Guarantor”), the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor as of December 31, 2005 (or, in the case of any Guarantor becoming a party hereto pursuant to Section 14 after the Effective Date, the end of the fiscal quarter most recently ended before the date of the Security Agreement Supplement executed and delivered by such Guarantor) and the denominator shall be the aggregate of all such amounts (without duplication) for all such Guarantors. All rights of the Guarantors under this Section and any other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Secured Obligations.

(g) Stay of Acceleration. If acceleration of the time for payment of any Secured Obligation by any Borrower is stayed by reason of the insolvency or receivership of such Borrower or otherwise, all Secured Obligations otherwise subject to acceleration under the terms of any Secured Agreement shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Collateral Agent.

(h) Right of Set-Off. If any Secured Obligation is not paid promptly when due, each of the Secured Parties and each of their respective Affiliates which is a deposit-taking institution or a subsidiary of such an institution is authorized, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Secured Party or Affiliate to or

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for the credit or the account of any Guarantor against the obligations of such Guarantor under its Secured Guarantee, irrespective of whether or not such Secured Party shall have made any demand thereunder and although such obligations may be unmatured. The rights of each Secured Party under this subsection are in addition to all other rights and remedies (including other rights of setoff) that such Secured Party may have.

(i) Continuing Guarantee. Each Secured Guarantee is a continuing guarantee, shall be binding on the relevant Guarantor and its successors and assigns, and shall be enforceable by the Collateral Agent. If all or part of any Secured Party’s interest in any Secured Obligation is assigned or otherwise transferred, the transferor’s rights in respect of each Secured Guarantee, to the extent applicable to the obligation so transferred, shall automatically be transferred with such obligation.

(j) Limitation on Obligations of Guarantors. The obligations of each Guarantor under its Secured Guarantee shall be limited to an aggregate amount equal to the largest amount that would not render such Secured Guarantee subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provisions of applicable law.

(k) Continuation of Liens. For the purpose of clarification, the parties hereto hereby acknowledge, agree and confirm that the Liens and guarantees provided pursuant to the Existing U.S. Security Agreement continue under this Agreement to the extent of the Liens and guarantees described herein and nothing herein or in the Credit Agreement shall be deemed to terminate or release any such Liens or guarantees until such time as so terminated or released in the manner provided for herein.

SECTION 3. Grant of Transaction Liens.

(a) Each U.S. Borrower, in order to secure the Secured Obligations, and each other Guarantor listed on the signature pages hereof, in order to secure its Secured Guarantee, grants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in all the following property of such Borrower or such Guarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located, subject to the exceptions set forth in Section 3(b):

(i) all Inventory;

(ii) all Receivables;

(iii) all Contracts;

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(iv) all Blocked Accounts and the U.S. Cash Collateral Account;

(v) all SPV Equity Interests;

(vi) all SPV Notes;

(vii) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Lien Grantor pertaining to any of its Collateral; and

(viii) all other Proceeds of the Collateral described in the foregoing clauses (i) through (vii).

(b) The Collateral shall not include (i) Assigned Accounts and (ii) Transferred Receivables and (1) rights to payment and collections in respect of such Transferred Receivables, (2) security interests or Liens and property subject thereto securing or purporting to secure or guarantee payment of such Transferred Receivables, (3) guarantees, indemnities and warranties, security agreements, service contracts, financing statements, supporting obligations, letters of credit, acceptances, insurance and other arrangements from time to time supporting or securing payment of or relating to such Transferred Receivables, (4) all invoices, documents, books, records and other information with respect to such Transferred Receivables or the obligors thereon, (5) with respect to any such Transferred Receivables, the transferor’s interest in the goods or product (including returned, repossessed or foreclosed goods or product), the sale of which by such transferor gave rise to such Transferred Receivables, except as otherwise provided in the Intercreditor Agreement and (6) all Proceeds of the items described in subclauses 3(b)(ii)(1) through 3(b)(ii)(5) (preceding subclauses (b)(i) and (b)(ii)(1) through (b)(ii)(6), collectively, the “Related Transferred Rights”).

(c) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in all right, title and interest of the applicable Lien Grantor in and to (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation.

(d) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

SECTION 4. General Representations and Warranties. As of the Effective Date and (except as to those particular representations and warranties

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expressly made only as of the Effective Date) as of the date of each Credit Event, each Lien Grantor represents and warrants that:

(a) Such Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate.

(b) Schedule 1 lists all SPV Equity Interests (if any) and all SPV Notes (if any) owned by such Lien Grantor as of the Effective Date. Such Lien Grantor holds all such SPV Equity Interests (if any) and SPV Notes (if any) directly (i.e., not through a Subsidiary or any other Person).

(c) All SPV Equity Interests (if any) and all SPV Notes (if any) owned by such Lien Grantor are owned by it free and clear of any Liens other than (i) the Transaction Liens and (ii) any inchoate tax liens. All shares of capital stock included in such SPV Equity Interests have been duly authorized and validly issued and are fully paid and non-assessable. None of such SPV Equity Interests is subject to any option to purchase or similar right of any Person. Such Lien Grantor is not and will not become a party to or otherwise bound by any agreement (except the Financing Documents or the Receivables Documents) which restricts in any manner the rights of any present or future holder of any SPV Equity Interest with respect thereto

(d) Such Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted Liens.

(e) Such Lien Grantor has not performed any acts that might prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would limit the Collateral Agent in any such enforcement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor is on file or of record in any jurisdiction in the United States or Canada in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Effective Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a Lien thereon, other than a Permitted Lien.

(f) The Transaction Liens on all Collateral owned by such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations or such Lien Grantor’s Secured Guarantee, as the case may be.

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(g) Such Lien Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete as of the Effective Date.

(h) When UCC financing statements describing the Collateral as set forth in such Lien Grantor’s Perfection Certificate have been filed in the offices specified in such Perfection Certificate, the Transaction Liens will constitute perfected security interests in the Collateral owned by such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. Except for the filing of such UCC financing statements, no registration, recordation or filing with any governmental body, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection of the Transaction Liens pursuant to the UCC or for the enforcement of the Transaction Liens pursuant to the UCC.

(i) Such Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Receivables purchased or otherwise acquired by it in a transaction subject to Article 9 of the UCC, as against its assignors and creditors of its assignors.

(j) Such Lien Grantor’s Collateral is insured as required by the Credit Agreement.

(k) Any Inventory produced by such Lien Grantor has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

SECTION 5. Further Assurances; General Covenants. Each Lien Grantor covenants as follows:

(a) Such Lien Grantor will, from time to time, at its own expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action (including any filing of financing or continuation statements under the UCC) that from time to time may be reasonably necessary or desirable, or that the Collateral Agent may reasonably request, in order to:

(i) create, preserve, perfect, confirm or validate the Transaction Liens on such Lien Grantor’s Collateral (it being understood that no Lien Grantor shall be required to make filings in the United States Copyright Office to perfect the Transaction Liens on Collateral comprised of copyrights, unless the Collateral Agent has requested such filings to be made);

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(ii) enable the Collateral Agent and the other Secured Parties to obtain the full benefits of the Security Documents; or

(iii) enable the Collateral Agent to exercise and enforce any of its rights, powers and remedies with respect to any of such Lien Grantor’s Collateral

provided, that no Lien Grantor shall be required to comply with the requirements of the Assignment of Claims Act, 1940 as amended or any equivalent state, local or municipal legislation or equivalent Canadian legislation. To the extent permitted by applicable law, such Lien Grantor authorizes the Collateral Agent to execute and file such financing statements or continuation statements without such Lien Grantor’s signature appearing thereon. Such Lien Grantor agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement to the extent permitted by law. Such Lien Grantor constitutes the Collateral Agent its attorney-in-fact to execute and file all filings required or so requested for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; and such power, being coupled with an interest, shall be irrevocable until all the Transaction Liens granted by such Lien Grantor terminate pursuant to Section 13. Each Lien Grantor will pay the costs of, or incidental to, any recording or filing of any financing or continuation statements or other documents recorded or filed pursuant hereto in respect of such Lien Grantor.

(b) On or prior to the Effective Date or the date on which it first becomes a party hereto pursuant to a Security Agreement Supplement, such Lien Grantor will deliver to the Administrative Agent as Collateral hereunder all certificates representing SPV Equity Interests and all Instruments representing SPV Notes then owned by such Lien Grantor (if any). Thereafter, whenever such Lien Grantor acquires any other certificate representing SPV Equity Interests or any other Instrument representing SPV Notes, such Lien Grantor will immediately deliver such certificate or Instrument to the Collateral Agent as Collateral hereunder. All such Collateral, when delivered to the Collateral Agent, will be in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, all in form and substance satisfactory to the Collateral Agent.

(c) Such Lien Grantor will not (i) change its name or corporate structure, (ii) change its location (determined as provided in UCC Section 9-307) or (iii) except with respect to a Permitted Lien, become bound, as provided in UCC Section 9-203(d) or otherwise, by a security agreement entered into by another Person, unless it shall have given the Collateral Agent prior notice thereof and delivered an Opinion of Counsel or such other documentation with respect thereto in accordance with Section 5(d).

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(d) Before it takes any action contemplated by Section 5(c), such Lien Grantor, at its own expense, will cause to be delivered to the Collateral Agent an Opinion of Counsel or such other documentation, in each case as either Security Agent may reasonably request, in form and substance reasonably satisfactory to the Security Agents, to the effect that (i) all financing statements and amendments or supplements thereto, continuation statements and other documents required to be filed or recorded in order to perfect and protect (except with respect to Permitted Liens) the Transaction Liens against all creditors of and purchasers from such Lien Grantor after it takes such action (except any applicable continuation statements that are to be filed more than six months after the date thereof) have been filed or recorded in each office necessary for such purpose, (ii) all fees and taxes, if any, payable in connection with such filings or recordations have been paid in full and (iii) except as otherwise agreed by the Required Secured Parties, such action will not (except with respect to Permitted Liens) adversely affect the perfection or priority of the Transaction Lien on any Collateral to be owned by such Lien Grantor after it takes such action or the accuracy of such Lien Grantor’s representations and warranties herein relating to the grant and perfection of a security interest in such Collateral.

(e) Except (i) in the ordinary course of business and (ii) subject to the Intercreditor Agreement, sales of Receivables in connection with a Permitted Receivables Facility, such Lien Grantor will not sell, lease, exchange, assign or otherwise dispose of, or grant any option with respect to, any of its Collateral; provided that such Lien Grantor may do any of the foregoing unless (i) doing so would violate a covenant in the Credit Agreement or (ii) an Event of Default shall have occurred and be continuing and the Collateral Agent shall have notified such Lien Grantor that its right to do so is terminated, suspended or otherwise limited. Concurrently with any sale or other disposition (except a sale or disposition to another Lien Grantor or a lease) permitted by the foregoing proviso, the Transaction Liens on the assets sold or disposed of (but not in any Proceeds arising from such sale or disposition) will cease immediately without any action by the Collateral Agent or any other Secured Party. The Collateral Agent will, at the U.S. Borrowers’ expense, promptly execute and deliver to the relevant Lien Grantor such documents as such Lien Grantor shall reasonably request to evidence the fact that any asset so sold or disposed of is no longer subject to a Transaction Lien.

(f) Such Lien Grantor will, promptly upon request, provide to the Collateral Agent all information and evidence concerning such Lien Grantor’s Collateral that the Collateral Agent may reasonably request from time to time to enable it to enforce the provisions of the Security Documents.

SECTION 6. Cash Collateral Account. (a) (i) As soon as practicable, but in any event no longer than 30 days following the Effective Date (or such longer period as the Borrowers’ Agent and the Security Agents, in the exercise of their

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reasonable discretion, may agree), each Lien Grantor shall have subjected all of its lockboxes and the corresponding Deposit Accounts to Blocked Account Agreements (each such account, a “Blocked Account”), each of which Blocked Account Agreements shall require at all times during the effectiveness thereof the transfer, on each of the applicable bank’s business days, of all amounts in the subject blocked account constituting Collateral to the U.S. Cash Collateral Account, provided that in the case of any Deposit Account and/or related lockbox assigned to a Lien Grantor pursuant to the Intercreditor Agreement, such action shall be taken within 10 days following the effective date of such assignment (or such longer period as the Security Agents, in the exercise of their reasonable discretion, may agree), (ii) prior to the Restatement Date, JTR shall have subjected all of its Deposit Accounts through which payments or other proceeds in respect of Pledged Receivables may flow to Blocked Account Agreements which require the transfer, on each of the applicable bank’s business days, of all amounts therein to the U.S. Cash Collateral Account and (iii) prior to the Restatement Date, the Collateral Agent shall have established an account (the “U.S. Cash Collateral Account”), in the name and under the exclusive control of the Collateral Agent and subject to a Blocked Account Agreement, into which all amounts owned by the Lien Grantors that are to be deposited therein pursuant to the Financing Documents (such amounts constituting Collateral, including, in any event, the items described in subclauses (x) and (y) of clause (b) below, referred to collectively herein as the “Sweep Collateral”) shall be deposited and applied pursuant to this Section 6.

(b) At all times, the U.S. Borrowers shall cause (and each other Lien Grantor shall take all actions required on its part to cause) to be deposited (on each of the applicable bank’s business days, through wire transfers of Collateral held in the Deposit Accounts of Lien Grantors) in the U.S. Cash Collateral Account, promptly upon receipt thereof, all Sweep Collateral, including, but not limited to, (x) all payments received in respect of the Pledged Receivables and (y) all other Proceeds of the Collateral.

(c) At all times, the Company shall direct any Special Purpose Receivables Subsidiary to cause all amounts that would otherwise be paid by such Special Purpose Receivables Subsidiary to the Company or any of its Subsidiaries (i) in respect of the purchase price of Transferred Receivables or (ii) as a distribution or other payment in respect of any SPV Equity Interest or SPV Note, to be deposited directly to the U.S. Cash Collateral Account. To the extent that, notwithstanding the foregoing, the Company or any of its Subsidiaries receives any such amounts paid by any such Special Purpose Receivables Subsidiary, it shall promptly deposit such amounts to the U.S. Cash Collateral Account.

(d) Unless (y) a Sweep Period is continuing or (z) the maturity of the Loans (or other Secured Obligations) shall have been accelerated pursuant to Article 6 of the Credit Agreement (or otherwise), the Collateral Agent shall withdraw amounts from the U.S. Cash Collateral Account and remit such amounts to, or as directed by, the U.S. Borrowers’ Agent from time to time.

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(e) During any Sweep Period (i) all amounts held in the U.S. Cash Collateral Account shall be applied by the Collateral Agent on each Business Day to the outstanding principal balance of the Swingline Loans or, if applicable, as provided in Section 8, (ii) following the repayment in full of all outstanding Swingline Loans pursuant to clause (i), any remaining amounts held in the U.S. Cash Collateral Account shall be applied by the Collateral Agent on each Business Day to the outstanding principal balance of the Base Rate Loans or, if applicable, as provided in Section 8, (iii) following the repayment in full of all outstanding Swingline Loans and Base Rate Loans pursuant to clauses (i) and (ii), any remaining amounts held in the U.S. Cash Collateral Account shall be applied by the Collateral Agent on each Business Day to the outstanding principal balance of the Euro-Dollar Loans (in forward order of the Interest Periods applicable to such Euro-Dollar Loans, beginning with the Euro-Dollar Loans subject to the shortest Interest Periods) or, if applicable, as provided in Section 8, (iv) following repayment in full of all outstanding Swingline Loans, Base Rate Loans and Euro-Dollar Loans pursuant to clauses (i), (ii) and (iii), any remaining amounts held in the U.S. Cash Collateral Account may (x) be applied on a daily basis to the outstanding principal balance of Canadian Prime Rate Loans and to the face amount of Bankers’ Acceptances (in forward order of the BA Maturity Dates applicable to such Bankers’ Acceptances, beginning with the Bankers’ Acceptances subject to the earliest BA Maturity Dates) or (y) continue to be held in the U.S. Cash Collateral Account to be applied to the outstanding principal balance of Base Rate Loans and, upon expiration of Interest Periods, Euro-Dollar Loans, in each case at the sole discretion of the Security Agents.

(f) Funds held in the U.S. Cash Collateral Account may, until withdrawn or required to be applied pursuant hereto, be invested and reinvested in such Liquid Investments as the U.S. Borrowers’ Agent shall request from time to time; provided that, if a Sweep Period is continuing, the Collateral Agent may select such Liquid Investments.

(g) If immediately available cash on deposit in the U.S. Cash Collateral Account is not sufficient to make any distribution or withdrawal to be made pursuant hereto, the Collateral Agent will cause to be liquidated, as promptly as practicable, such investments held in or credited to the U.S. Cash Collateral Account as shall be required to obtain sufficient cash to make such distribution or withdrawal and, notwithstanding any other provision hereof, such distribution or withdrawal shall not be made until such liquidation has taken place.

(h) The Collateral Agent may, to the extent it determines that it is necessary or advisable to do so in order to facilitate consummation of a Permitted Receivables Facility on the basis contemplated hereby and by the Credit

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Agreement, agree to modifications on a temporary or permanent basis to the Blocked Account Agreements entered into pursuant to this Section 6 in order to exclude therefrom the proceeds of Transferred Receivables.

SECTION 7. Remedies Upon Event of Default. (a) If an Event of Default shall have occurred and be continuing, the Collateral Agent may exercise (or cause its sub-agents to exercise) any or all of the remedies available to it (or to such sub-agents) under the Security Documents.

(b) Without limiting the generality of the foregoing, (i) if an Event of Default shall have occurred and be continuing, the Collateral Agent may exercise on behalf of the Secured Parties all the rights of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercised) with respect to any Collateral and (ii) in addition, if an Event of Default shall have occurred and be continuing, the Collateral Agent may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, withdraw all cash held in the U.S. Cash Collateral Account and apply such cash as provided in Section 8 and, if there shall be no such cash or if such cash shall be insufficient to pay all the Secured Obligations in full, sell, lease, license or otherwise dispose of the Collateral or any part thereof. Notice of any such sale or other disposition shall be given to the relevant Lien Grantor(s) as required by Section 8.

SECTION 8. Application of Proceeds. (a) If an Event of Default shall have occurred and be continuing, the Collateral Agent may apply the proceeds of any sale or other disposition of all or any part of the Collateral in the following order of priorities:

first, to pay the expenses of such sale or other disposition, including reasonable compensation to agents of and counsel for the Collateral Agent, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection with the Security Documents, and any other amounts then due and payable to the Collateral Agent pursuant to Section 9 or to the Agents pursuant to the Credit Agreement;

second, to pay the unpaid principal of the Swingline Loans until payment in full of the principal of all Swingline Loans shall have been made;

third, to pay the unpaid principal of the other Secured Obligations (other than Second Secured Derivative Obligations) ratably (or provide for the payment thereof pursuant to Section 8(b)), until payment in full of the principal of all other Secured Obligations (other than Second Secured Derivative Obligations) shall have been made (or so provided for);

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fourth, to pay ratably all interest (including Post-Petition Interest) and all facility and other fees payable under the Related Documents (other than any relating to Second Secured Derivative Obligations), until payment in full of all such interest and fees shall have been made;

fifth, to pay all other Secured Obligations (other than Second Secured Derivative Obligations) ratably (or provide for the payment thereof pursuant to Section 8(b)), until payment in full of all such other Secured Obligations (other than Second Secured Derivative Obligations) shall have been made (or so provided for);

sixth, to pay ratably all Second Secured Derivative Obligations (or provide payment therefor pursuant to Section 8(b)) until payment in full of such Second Secured Derivative Obligations shall have been made (or so provided for); and

finally, to pay to the relevant Lien Grantor, or as a court of competent jurisdiction may direct, any surplus then remaining from the proceeds of the Collateral owned by it;

provided that Collateral owned by a Guarantor and any proceeds thereof shall be applied pursuant to the foregoing clauses first, second, third, fourth, fifth and sixth only to the extent permitted by the limitation in Section 2(j). The Collateral Agent may make such distributions hereunder in cash or in kind or, on a ratable basis, in any combination thereof.

Notwithstanding anything to the contrary herein, the parties hereto agree that the unpaid principal (i.e., the Mark-to-Market Value) of the First Secured Derivative Obligations shall be paid, ratably with the unpaid principal of other Secured Obligations (other than Second Secured Derivative Obligations), pursuant to clause third above; provided that if on the date of any application of cash or proceeds in accordance with this Section 8(a), the aggregate Mark-to-Market Value of First Secured Derivative Obligations exceeds an amount equal to the difference of $50,000,000 less the aggregate Mark-to-Market Value of (A) all First Secured Derivative Obligations previously paid pursuant to this Section 8(a) plus (B) all First Secured Derivative Obligations (as defined in the Canadian Security Agreement) previously paid or to be paid on such date pursuant to Section 8(a) of the Canadian Security Agreement (such difference, the “Available Derivative Amount” at such date), then: (x) the Secured Obligations payable pursuant to clause third above shall include the Mark-to-Market Value of First Secured Derivative Obligations in an aggregate amount equal to the Available Derivative Amount at such date (which Available Derivative Amount shall represent and be comprised of a ratable portion (the “Permitted Ratable Portion”) of the Mark-to-Market Value of each First Secured Derivative Obligation), and (y) the portion of the Mark-to-Market Value of each First

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Secured Derivative Obligation that is in excess of the Permitted Ratable Portion referred to in clause (x) above (and is therefore not paid ratably with the unpaid principal of Secured Obligations pursuant to clause third above) shall, for all purposes of this Section 8(a), be treated as and deemed to be unpaid principal of a Second Secured Derivative Obligation, and shall be paid, ratably with the unpaid principal of all other Second Secured Derivative Obligations, pursuant to clause sixth above.

(b) If at any time any portion of any monies collected or received by the Collateral Agent would, but for the provisions of this Section 8(b), be payable pursuant to Section 8(a) in respect of an Unliquidated Secured Obligation, the Collateral Agent shall not apply any monies to pay such Unliquidated Secured Obligation but instead shall request the holder thereof, at least 10 days before each proposed distribution hereunder, to notify the Collateral Agent as to the maximum amount of such Unliquidated Secured Obligation if then ascertainable (e.g., in the case of a letter of credit, the maximum amount available for subsequent drawings thereunder). If the holder of such Unliquidated Secured Obligation does not notify the Collateral Agent of the maximum ascertainable amount thereof at least two Business Days before such distribution, such Unliquidated Secured Obligation will not be entitled to share in such distribution. If such holder does so notify the Collateral Agent as to the maximum ascertainable amount thereof, the Collateral Agent will allocate to such holder a portion of the monies to be distributed in such distribution, calculated as if such Unliquidated Secured Obligation were outstanding in such maximum ascertainable amount. However, the Collateral Agent will not apply such portion of such monies to pay such Unliquidated Secured Obligation, but instead will hold such monies or invest such monies in Liquid Investments. All such monies and Liquid Investments and all proceeds thereof will constitute Collateral hereunder, but will be subject to distribution in accordance with this Section 8(b) rather than Section 8(a). The Collateral Agent will hold all such monies and Liquid Investments and the net proceeds thereof in trust until all or part of such Unliquidated Secured Obligation becomes a Liquidated Secured Obligation, whereupon the Collateral Agent at the request of the relevant Secured Party will apply the amount so held in trust to pay such Liquidated Secured Obligation; provided that, if the other Secured Obligations theretofore paid pursuant to the same clause of Section 8(a) (i.e., clause third, fifth or sixth) were not paid in full, the Collateral Agent will apply the amount so held in trust to pay the same percentage of such Liquidated Secured Obligation as the percentage of such other Secured Obligations theretofore paid pursuant to the same clause of Section 8(a). If (i) the holder of such Unliquidated Secured Obligation shall advise the Collateral Agent that no portion thereof remains in the category of an Unliquidated Secured Obligation and (ii) the Collateral Agent still holds any amount held in trust pursuant to this Section 8(b) in respect of such Unliquidated Secured Obligation (after paying all amounts payable pursuant to the preceding

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sentence with respect to any portions thereof that became Liquidated Secured Obligations), such remaining amount will be applied by the Collateral Agent in the order of priorities set forth in Section 8(a).

(c) In making the payments and allocations required by this Section, the Collateral Agent may rely upon information supplied to it pursuant to Section 12(g). All distributions made by the Collateral Agent pursuant to this Section shall be final (except in the event of manifest error) and the Collateral Agent shall have no duty to inquire as to the application by any Secured Party of any amount distributed to it.

SECTION 9. Fees and Expenses; Indemnification. (a) Each Lien Grantor will forthwith upon demand pay to the Collateral Agent:

(i) the amount of any taxes that the Collateral Agent may have been required to pay by reason of the Transaction Liens on such Lien Grantor’s Collateral or to free any Collateral of such Lien Grantor from any other Lien thereon (other than Permitted Liens);

(ii) the amount of any and all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and expenses of counsel and other experts, that the Collateral Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Collateral Agent of any of its rights or powers under the Security Documents, in each case with respect to such Lien Grantor;

(iii) the amount of any fees that such Lien Grantor shall have agreed in writing to pay to the Collateral Agent and that shall have become due and payable in accordance with such written agreement; and

(iv) the amount required to indemnify the Collateral Agent for, or hold it harmless and defend it against, any loss, liability or expense (including the reasonable fees and expenses of its counsel and any experts or sub-agents appointed by it hereunder) incurred or suffered by the Collateral Agent in connection with the Security Documents with respect to such Lien Grantor, except to the extent that such loss, liability or expense arises from the Collateral Agent’s gross negligence or willful misconduct or a breach of any duty that the Collateral Agent has under this Agreement (after giving effect to Sections 11 and 12).

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Any such amount not paid to the Collateral Agent on demand will bear interest for each day thereafter until paid at a rate per annum equal to the sum of (i)(A) in the case of amounts denominated in Dollars, the rate applicable to Base Rate Loans for such day, or (B) in the case of amounts denominated in Canadian Dollars, the rate applicable to Canadian Prime Rate Loans, plus in each case (ii) as to any such amounts not paid within ten Business Days of demand therefor, 2% per annum.

(b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction with respect to any Lien Grantor provided for in the Security Documents, such Lien Grantor will pay such tax and provide any required tax stamps to the Collateral Agent or as otherwise required by law.

SECTION 10. Authority to Administer Collateral. Each Lien Grantor irrevocably appoints the Collateral Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ expense, to the extent permitted by law to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):

(a) to demand, sue for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof,

(b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto,

(c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof, and

(d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto;

provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent will give the relevant Lien Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii)

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be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

SECTION 11. Limitation on Duty in Respect of Collateral. Beyond the exercise of reasonable care in the custody and preservation thereof, the Collateral Agent will have no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Collateral Agent will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by the Collateral Agent in good faith or by reason of any act or omission by the Collateral Agent pursuant to instructions from the General Administrative Agent or the Security Agents, except to the extent that such liability arises from the Collateral Agent’s gross negligence or willful misconduct.

SECTION 12. General Provisions Concerning the Collateral Agent.

(a) Authority. The Collateral Agent is authorized to take such actions and to exercise such powers as are delegated to the Collateral Agent by the terms of the Security Documents, together with such actions and powers as are reasonably incidental thereto.

(b) Coordination with Collateral Agent. To the extent requested to do so by any Secured Party, the Collateral Agent will promptly notify such Secured Party of each notice or other communication received by the Collateral Agent hereunder and/or deliver a copy thereof to such Secured Party. As to any matters not expressly provided for herein (including (i) the timing and methods of realization upon the Collateral and (ii) the exercise of any power that the Collateral Agent may, but is not expressly required to, exercise under any Security Document), the Collateral Agent shall act or refrain from acting in accordance with written instructions from the Required Secured Parties or, in the absence of such instructions, in accordance with its discretion (subject to the following provisions of this Section).

(c) Rights and Powers as a Secured Party. The Person serving as the Collateral Agent shall, in its capacity as a Secured Party, have the same rights and powers as any other Secured Party and may exercise the same as though it were not the Collateral Agent. Such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrowers, any of their Subsidiaries or their respective Affiliates as if it were not the Collateral Agent hereunder.

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(d) Limited Duties and Responsibilities. The Collateral Agent shall not have any duties or obligations under the Security Documents except those expressly set forth therein. Without limiting the generality of the foregoing, (i) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (ii) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Documents that the Collateral Agent is required in writing to exercise by the Required Secured Parties, and (iii) except as expressly set forth in the Security Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to the Borrowers or any of their Subsidiaries that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Secured Parties or in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness or value of any Collateral or for the validity, perfection, priority or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent by the U.S. Borrowers’ Agent or a Secured Party, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (v) any statement, warranty or representation made in or in connection with any Security Document, (w) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (x) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Document, (y) the validity, enforceability, effectiveness or genuineness of any Security Document or any other agreement, instrument or document, or (z) the satisfaction of any condition set forth in any Security Document.

(e) Authority to Rely on Certain Writings, Statements and Advice. The Collateral Agent shall be entitled to rely on, and shall not incur any liability for relying on, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Collateral Agent also may rely on any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Collateral Agent may consult with legal counsel (who may be counsel for the Borrowers or any of their Subsidiaries), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the

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advice of any such counsel, accountant or expert. The Collateral Agent may rely conclusively on advice from the applicable Administrative Agent as to whether at any time (i) an Event of Default under the Credit Agreement has occurred and is continuing, (ii) the maturity of the Loans has been accelerated or (iii) any proposed action is permitted or required by the Credit Agreement.

(f) Sub-Agents and Related Parties. The Collateral Agent may perform any of its duties and exercise any of its rights and powers through one or more sub-agents appointed by it. The Collateral Agent and any such sub-agent may perform any of its duties and exercise any of its rights and powers through its Related Parties. The exculpatory provisions of Section 11 and this Section shall apply to any such sub-agent and to the Related Parties of the Collateral Agent and any such sub-agent.

(g) Information as to Secured Obligations and Actions by Secured Parties. For all purposes of the Security Documents, including determining the amounts of the Secured Obligations and whether a Secured Obligation is an Unliquidated Secured Obligation or not, or whether any action has been taken under any Secured Agreement, the Collateral Agent will be entitled to rely on information from (i) the applicable Administrative Agent for information as to the Lenders, either Administrative Agent, the Security Agents or the Collateral Agent, their Secured Obligations and actions taken by them, (ii) any Secured Party (or any trustee, agent or similar representative designated pursuant to subsection (f) to supply such information) for information as to its Secured Obligations and actions taken by it, to the extent that the Collateral Agent has not obtained such information from the foregoing sources and (iii) the Borrowers’ Agent, to the extent that the Collateral Agent has not obtained information from the foregoing sources.

(h) Notice to Secured Parties. Within two Business Days after it receives or sends any notice referred to in this subsection, the Collateral Agent shall send to the Administrative Agents and each Secured Party requesting notice thereof, copies of any notice given by the Collateral Agent to any Lien Grantor, or received by it from any Lien Grantor, pursuant to Section 7, 8, 10, 12(j) or 13; provided that such Secured Party has, at least five Business Days prior thereto, delivered to the Collateral Agent a written notice (i) stating that it holds one or more Secured Obligations and wishes to receive copies of such notices and (ii) setting forth its address, facsimile number and e-mail address to which copies of such notices should be sent.

(i) Collateral Agent May Refuse to Act. The Collateral Agent may refuse to act on any notice, consent, direction or instruction from the Administrative Agent, the Security Agents or any Secured Parties or any agent, trustee or similar representative thereof that, in the Collateral Agent’s opinion, (i) is contrary to law or the provisions of any Security Document, (ii) may expose the

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Collateral Agent to liability (unless the Collateral Agent shall have been indemnified, to its reasonable satisfaction, for such liability by the Secured Parties that gave, or instructed the Administrative Agents or the Security Agents to give, such notice, consent, direction or instruction) or (iii) is unduly prejudicial to Secured Parties not joining in such notice, consent, direction or instruction.

(j) Resignation; Successor Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this subsection, the Collateral Agent may resign at any time by notifying the Secured Parties and the U.S. Borrowers’ Agent. Upon any such resignation, General Electric Capital Corporation or an Affiliate thereof (collectively, “GE Capital”) shall (so long as GE Capital is a Lender) have the option to become the successor Collateral Agent, but if it should not exercise such option within 10 days after the resigning Collateral Agent gives notice of its resignation, the Required Secured Parties shall have the right to appoint a successor Collateral Agent. If GE Capital shall not have exercised its option to become a successor Collateral Agent or no successor shall have been so appointed by the Required Secured Parties and shall have accepted such appointment, in any case, within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent which shall be a bank with an office in the United States, or an Affiliate of any such bank. Upon acceptance of its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent hereunder, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Borrowers and such successor. After the Collateral Agent’s resignation hereunder, the provisions of this Section and Section 11 shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Collateral Agent was acting as Collateral Agent.

(k) Subject to Section 12(d), the Collateral Agent hereby agrees to be bound by the terms and provisions of all Financing Documents applicable to it.

SECTION 13. Termination of Transaction Liens; Release of Collateral. (a) The Transaction Liens granted by each Guarantor shall terminate when its Secured Guarantee is released pursuant to Section 2(c) (it being understood that, in the case of any Person that continues to be a Borrower under the Credit Agreement following the release of its Secured Guarantee, this Section 13(a) shall not apply, and the Transaction Liens granted by such Person shall remain in effect until terminated in accordance with Section 13(b) or Section 13(c) below).

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(b) The Transaction Liens and (except for Sections 9, 10 (second proviso), 11, 12, 13(e), 19, 20 and 21) this Agreement shall immediately and automatically terminate when all the Release Conditions are satisfied.

(c) The Transaction Liens granted by the relevant Lien Grantor (x) with respect to any Pledged Receivables shall terminate immediately and automatically when such Receivables have become Transferred Receivables and (y) with respect to any other Collateral shall terminate upon the sale of such Collateral to a Person other than a Borrower or a Subsidiary of a Borrower in a transaction not prohibited by the Credit Agreement. In each case, such termination shall not require the consent of any Secured Party (other than, in the case of any termination of Transaction Liens described in clause (x) of the immediately preceding sentence, the consent of each of the Security Agents to the establishment of the relevant Permitted Receivables Facility in accordance with the terms of the Credit Agreement), and the Collateral Agent and any third party shall be fully protected in relying on a certificate of the Company as to whether any Pledged Receivables qualify as Transferred Receivables (including without limitation whether the transfer thereof is permitted under the Credit Agreement and this Agreement).

(d) In the case of any Pledged Receivables, the Transaction Liens granted by the relevant Lien Grantor with respect to the Related Transferred Rights shall terminate immediately and automatically when such Pledged Receivables become Transferred Receivables. Such termination shall not require the consent of any Secured Party. If the Company delivers a certificate pursuant to Section 13(c) stating that any Pledged Receivables qualify as Transferred Receivables, the Collateral Agent and any third party shall be fully protected in relying on such certificate as conclusive proof that the Related Transferred Rights are not Collateral.

(e) For avoidance of doubt, the operation of subsections (c) and (d) in the event of a transfer of Pledged Receivables from a Guarantor to any Borrower is as follows: The Transaction Liens granted by the Guarantor in such Pledged Receivables and the related rights and interests described in subsection (d) terminate upon such transfer. However, the relevant Borrower simultaneously acquires rights in such Collateral, and the Transaction Liens granted by such Borrower shall simultaneously attach thereto. The parties intend that any such transaction shall be a contemporaneous exchange for new value given to such Borrower.

(f) At any time before the Transaction Liens terminate, the Collateral Agent may, at the written request of the U.S. Borrowers’ Agent, release any Collateral (subject to Section 9.05(b)(iv) of the Credit Agreement) with the prior written consent of the Required Secured Parties.

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(g) Upon any termination of a Transaction Lien or release of Collateral, the Collateral Agent will, at the expense of the relevant Lien Grantor, execute and deliver to such Lien Grantor such documents as such Lien Grantor shall reasonably request to evidence the termination of such Transaction Lien or the release of such Collateral, as the case may be.

SECTION 14. Guarantors and Lien Grantors. (a) The Company hereby represents and warrants that the Guarantors listed on the signatures pages hereof represent all the U.S. Subsidiaries (other than Immaterial Subsidiaries and any Special Purpose Receivables Subsidiaries) of the Company as of the date hereof.

(b) If any additional U.S. Subsidiary (other than an Immaterial Subsidiary or a Special Purpose Receivables Subsidiary) is formed or acquired after the date hereof, the Company will, within ten Business Days after such U.S. Subsidiary is formed or acquired, notify the Collateral Agent thereof and cause such U.S. Subsidiary to become a party hereto by signing and delivering to the Collateral Agent a Security Agreement Supplement, whereupon such U.S. Subsidiary shall become a “Guarantor” and a “Lien Grantor” as defined herein.

SECTION 15. Notices. Each notice, request or other communication given to any party hereunder shall be in writing (which term includes facsimile or other electronic transmission) and shall be effective (i) when delivered to such party at its address specified below, (ii) when sent to such party by facsimile or other electronic transmission, addressed to it at its facsimile number or electronic address specified below, and such party sends back an electronic confirmation of receipt or (iii) ten days after being sent to such party by certified or registered United States mail, addressed to it at its address specified below, with first class or airmail postage prepaid:

(a) in the case of any Lien Grantor listed on the signature pages hereof:

c/o Ryerson Inc.

2621 West 15^th Place

Chicago, Illinois 60608

Attention: Vice President – Finance & Treasurer

Facsimile:

E-mail:

(b) in the case of any other Lien Grantor, its address, facsimile number or e-mail address set forth in its Security Agreement Supplement;

(c) in the case of the Collateral Agent:

JPMorgan Chase Bank, N.A.

270 Park Avenue

4^th Floor

New York, NY 10017

Attention:

Facsimile:

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and with a copy to each Security Agent:

JPMorgan Chase Bank, N.A.

270 Park Avenue

4^th Floor

New York, NY 10017

Attention:

Facsimile:

General Electric Capital Corporation

500 West Monroe Street

12^th Floor

Chicago, Illinois 60661

Attention: Ryerson Account Manager

Facsimile:

(d) in the case of any Lender, to the Collateral Agent to be forwarded to such Lender at its address or facsimile number specified in or pursuant to Section 9.01 of the Credit Agreement; or

(e) in the case of any Secured Party requesting notice under Section 12(h), such address, facsimile number or e-mail address as such party may hereafter specify for the purpose by notice to the Collateral Agent.

Any party may change its address, facsimile number and/or e-mail address for purposes of this Section by giving notice of such change to the Collateral Agent and the Lien Grantors in the manner specified above.

SECTION 16. No Implied Waivers; Remedies Not Exclusive. No failure by the Collateral Agent or any Secured Party to exercise, and no delay in exercising and no course of dealing with respect to, any right or remedy under any Related Document shall operate as a waiver thereof; nor shall any single or partial exercise by the Collateral Agent or any Secured Party of any right or remedy under any Related Document preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies specified in the Related Documents are cumulative and are not exclusive of any other rights or remedies provided by law.

SECTION 17. Successors and Assigns. This Agreement is for the benefit of the Collateral Agent and the Secured Parties. If all or any part of any Secured

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Party’s interest in any Secured Obligation is assigned or otherwise transferred, the transferor’s rights hereunder, to the extent applicable to the obligation so transferred, shall be automatically transferred with such obligation. This Agreement shall be binding on the Lien Grantors and their respective successors and assigns.

SECTION 18. Amendments and Waivers. Neither this Agreement nor any provision hereof may be waived, amended, modified or terminated except pursuant to an agreement or agreements in writing entered into by the parties hereto, with the consent of the Required Secured Parties. No such waiver, amendment or modification shall affect the rights of a Secured Party (other than a Lender) hereunder more adversely than it affects the comparable rights of the Lenders hereunder, without the consent of such Secured Party.

SECTION 19. Choice of Law. This Agreement shall be construed in accordance with and governed by the laws of the State of New York, except as otherwise required by mandatory provisions of law and except to the extent that remedies provided by the laws of any jurisdiction other than the State of New York are governed by the laws of such jurisdiction.

SECTION 20. Waiver of Jury Trial. EACH PARTY HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY SECURITY DOCUMENT OR ANY TRANSACTION CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 21. Severability. If any provision of any Security Document is invalid or unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (i) the other provisions of the Security Documents shall remain in full force and effect in such jurisdiction and (ii) the invalidity or unenforceability of such provision in such jurisdiction shall not affect the validity or enforceability thereof in any other jurisdiction.

SECTION 22. Collateral Agent Subject to Direction of Security Agents. The Collateral Agent hereby covenants and agrees to serve as the Collateral Agent subject to the direction of the Security Agents. Should the Collateral Agent fail or

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refuse to take or cause to be taken any action required or permitted to be taken or caused to be taken by it pursuant to this Agreement or any other Security Document, any Security Agent may take or cause to be taken such action. At the request of any Security Agent, the Collateral Agent shall refrain from taking or causing to be taken any action permitted (but not required) to be taken or caused to be taken by it hereunder or under any other Security Document. In the event that the Security Agents cannot agree on any other action or determination which may be made by the Collateral Agent pursuant to this Agreement (subject to Section 9.05(a) of the Credit Agreement), the determination shall be made by the individual Security Agent either asserting the more conservative credit judgment or declining to permit the requested action for which consent is being sought by a Credit Party, as applicable. The Security Agents shall be entitled to all of the rights, remedies, benefits and protections granted to the Collateral Agent pursuant to this Agreement and the other Security Documents to the same extent as granted herein or therein to the Collateral Agent. The provisions hereof are for the benefit of the Security Agents and may not be directly or indirectly modified without the prior written consent of each Security Agent. The foregoing shall apply notwithstanding anything to the contrary contained herein, in any other Security Document or otherwise.

SECTION 23. Additional Secured Obligations. (a) The Company may from time to time (whether before or after the Restatement Date) designate (subject to the requirements in clauses (b) and (c) of this Section 23) any Credit Party’s Derivative Obligations as “Secured Derivative Obligations” for purposes hereof by delivering to the Collateral Agent a certificate signed by a Financial Officer of the Company (an “Additional Secured Obligation Certificate”) that:

(i) identifies such Derivative Obligation and the related written agreement evidencing such Derivative Obligation (the “Derivative Contract”) (including the name and address of the counterparty thereto, the notional principal amount thereof and the expiration date thereof);

(ii) states that such Derivative Obligation has been entered into in the course of the ordinary business practice of such Credit Party and not for speculative purposes;

(iii) specifies (subject to the requirements of clause (c) below) whether such Derivative Obligation will be designated as a First Secured Derivative Obligation or a Second Secured Derivative Obligation hereunder;

(iv) specifies, as of the date such Derivative Obligation is entered into and after giving effect to designation of such Derivative Obligation as a First Secured Derivative Obligation or Second Secured Derivative Obligation hereunder, as the case may be, the aggregate Mark-to-Market

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Value of all Secured Derivative Obligations then currently designated as “First Secured Derivative Obligations” pursuant to this Section 23; and

(v) states that after giving effect to such designation the U.S. Total Outstanding Amount will not exceed the U.S. Maximum Availability.

(b) No Derivative Obligation shall be designated as a “Secured Derivative Obligation” hereunder unless (i) at or prior to the time the relevant Derivative Contract was executed, the Credit Party party thereto and the Lender or Lender Affiliate party thereto expressly agreed in writing that such Derivative Obligation would constitute a “Secured Derivative Obligation” entitled to the benefits of the Security Documents (and the Company shall so certify in the relevant Additional Secured Obligation Certificate) and (ii) the Lender or Lender Affiliate party thereto shall have delivered a notice to the Collateral Agent (or, in the case of a Lender Affiliate, an instrument in form and substance satisfactory to the Collateral Agent) to the effect set forth in subclause (i) of this clause (b), and acknowledging and agreeing to be bound by the terms of this Agreement (including, without limitation, Section 24 hereof) with respect to such Derivative Obligation.

(c) No Secured Derivative Obligation shall be designated as a First Secured Derivative Obligation hereunder unless (and the Company shall certify in the relevant Additional Secured Obligation Certificate that): (i) as of the date such Derivative Obligation is entered into, after giving effect to its designation as a First Secured Derivative Obligation hereunder, the aggregate Mark-to-Market Value of all Secured Derivative Obligations then currently designated as First Secured Derivative Obligations together with all Secured Derivative Obligations (as defined in the Canadian Security Agreement) then currently designated as First Secured Derivative Obligations (as defined in the Canadian Security Agreement), shall not exceed $50,000,000 and (ii) at or prior to the time the relevant Derivative Contract was executed, the Credit Party party thereto and the Lender or Lender Affiliate party thereto expressly agreed in writing that such Derivative Obligation would be designated as a First Secured Derivative Obligation entitled to the benefits of the Security Documents.

SECTION 24. Sharing Provisions. In accepting the benefits of and agreeing to be bound by the provisions of this Agreement, each holder of a Secured Derivative Obligation agrees to be bound by the provisions of Section 9.04 of the Credit Agreement with respect to any payment such holder may receive (whether by exercising any right of set-off or counterclaim or otherwise), as if such holder of a Secured Derivative Obligation were a Lender under Section 9.04, and as if the Mark-to-Market Value of its First Secured Derivative Obligations (if any) were principal then due with respect to a Loan (and Section 9.04 of the Credit Agreement shall apply, mutatis mutandis, to the obligations of the holders of Secured Derivative Obligations under this Agreement).

35

SECTION 25. 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.

36

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

RYERSON INC., a Delaware corporation

By:

Name:

Title:

JPMORGAN CHASE BANK, N.A., as

Collateral Agent

By:

Name:

Title:

Subsidiary Guarantors:

JOSEPH T. RYERSON & SON, INC.,

a Delaware corporation

By:

Name:

Title:

RYERSON PROCUREMENT CORPORATION,

a Delaware corporation

By:

Name:

Title:

RYERSON AMERICAS, INC.,

a Delaware corporation

By:

Name:

Title:

RYERSON INTERNATIONAL, INC.,

a Delaware corporation

By:

Name:

Title:

RYERSON INTERNATIONAL TRADING, INC.,

a Delaware corporation

By:

Name:

Title:

RYERSON INTERNATIONAL

MATERIAL MANAGEMENT SERVICES, INC.,

a Delaware corporation

By:

Name:

Title:

RCJV HOLDINGS, INC., a Delaware corporation

By:

Name:

Title:

LANCASTER STEEL SERVICE COMPANY, INC.,

a New York corporation

By:

Name:

Title:

RYERSON PAN-PACIFIC LLC,

a Delaware Limited Liability Company

By:

Name:

EX-4.4(D)

EXHIBIT 4.4(d)

FIRST AMENDMENT TO AMENDED AND RESTATED

CANADIAN GUARANTEE AND SECURITY AGREEMENT

FIRST AMENDMENT TO AMENDED AND RESTATED CANADIAN GUARANTEE AND SECURITY AGREEMENT (“First Amendment”) dated as of January 26, 2007 among RYERSON CANADA, INC. (the “Company”) and JPMORGAN CHASE BANK, N.A., as Collateral Agent (the “Collateral Agent”).

RECITALS

A. WHEREAS, the Company, certain Canadian Subsidiary Guarantors (now, the Company by way of amalgamation on January 1, 2007), and the Collateral Agent are parties to a Canadian Guarantee and Security Agreement dated as of August 26, 2002, which agreement was amended and restated as of January 4, 2005 (such agreement as amended, restated and/or otherwise modified prior to the date hereof, the “Canadian Security Agreement”);

B. WHEREAS the Credit Agreement (as such term is defined in the Canadian Security Agreement) is being amended and restated pursuant to a Second Amended and Restated Credit Agreement dated as of January 26, 2007 among Ryerson Inc., Joseph T. Ryerson & Son, Inc., the Company, the lenders party thereto, JPMorgan Chase Bank, N.A., as general administrative agent, collateral agent and swingline lender, JPMorgan Chase Bank, National Association, Toronto Branch, as Canadian administrative agent, General Electric Capital Corporation, as syndication agent and co-collateral agent and Bank of America, N.A., as documentation agent;

C. WHEREAS, in connection with the foregoing amendment and restatement of the Credit Agreement, the parties thereto have agreed to amend the Canadian Security Agreement as provided herein;

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby irrevocably acknowledged, the Canadian Security Agreement is amended as follows:

SECTION 1. DEFINITIONS

Terms defined in the Canadian Security Agreement and not otherwise defined herein have the meanings provided for in the Canadian Security Agreement.

SECTION 2. AMENDMENT TO CANADIAN SECURITY AGREEMENT

(1) The definition of “Additional Secured Obligations” in Section 1(c)(2) of the Canadian Security Agreement is hereby deleted in its entirety and replaced as follows:

“Additional Secured Obligations means (a) the Secured Derivative Obligations and (b) all obligations of the Canadian Grantors owed to either of the Canadian Administrative Agent or any Lender or any of their respective Affiliates in respect of cash management services performed by such Canadian Administrative Agent, Lender or Affiliate.”

(2) Section 21 of the Canadian Security Agreement is hereby amended by deleting the following words from sub-clause (i) therein: “and shall be liberally construed in favour of the Collateral Agent and the other Secured Parties in order to carry out the intentions of the parties thereto as nearly as may be possible”.

SECTION 3. NO OTHER AMENDMENT

Except for the amendment expressly set forth in this First Amendment, the Canadian Security Agreement shall remain unchanged and in full force and effect and this First Amendment shall be limited precisely as drafted and shall not be construed as an amendment of any other terms or provisions of the Canadian Security Agreement.

SECTION 4. GOVERNING LAW

This First Amendment shall be construed in accordance with and governed by the laws of the Province of Ontario and the laws of Canada applicable therein.

SECTION 5. COUNTERPARTS

This First Amendment 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.

[Signature page to follow.]

The parties have executed this First Amendment.

RYERSON CANADA, INC.

By:

Name:

Title:

By:

Name:

Title:

I/We have the authority to bind the Corporation.

JPMORGAN CHASE BANK, N.A.

By:

Name:

Title:

EX-4.5(A)

EXHIBIT 4.5(a)

RECEIVABLES SALE AND SERVICING AGREEMENT

Dated as of January 26, 2007

by and among

EACH OF THE PERSONS SIGNATORY HERETO FROM TIME TO TIME AS

ORIGINATORS,

RYERSON FUNDING LLC,

as Buyer,

JOSEPH T. RYERSON & SON, INC.,

as Servicer,

and

RYERSON INC.,

as Parent

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS AND INTERPRETATION		1
Section 1.01.	Definitions	1
Section 1.02.	Rules of Construction	1
ARTICLE II TRANSFERS OF RECEIVABLES		2
Section 2.01.	Agreement to Transfer.	2
Section 2.02.	Grant of Security Interest	4
Section 2.03.	Parent Undertaking	4
Section 2.04.	Originators Remain Liable	4
Section 2.05.	Sale Price Credits	5
ARTICLE III CONDITIONS PRECEDENT		5
Section 3.01.	Conditions Precedent to Initial Transfer	5
Section 3.02.	Conditions Precedent to all Transfers	6
ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS		7
Section 4.01.	Representations and Warranties of the Transaction Parties	7
Section 4.02.	Affirmative Covenants of the Originators	13
Section 4.03.	Negative Covenants of the Originators	18
Section 4.04.	Breach of Representations, Warranties or Covenants	20
ARTICLE V INDEMNIFICATION		20
Section 5.01.	Indemnification	20
Section 5.02.	Indemnities by the Servicer.	23
ARTICLE VI MISCELLANEOUS		24
Section 6.01.	Notices	24
Section 6.02.	No Waiver; Remedies	26
Section 6.03.	Successors and Assigns	27
Section 6.04.	Termination; Survival of Obligations.	27
Section 6.05.	Complete Agreement; Modification of Agreement	28
Section 6.06.	Amendments and Waivers.	28
Section 6.07.	Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.	28
Section 6.08.	Counterparts	30
Section 6.09.	Severability	30
Section 6.10.	Section Titles	30
Section 6.11.	No Setoff	30
Section 6.12.	Confidentiality.	30
Section 6.13.	Further Assurances.	31

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Section 6.14.	Fees and Expenses	32
Section 6.15.	Buyer Available Amounts	32
Section 6.16.	No Proceedings	32
ARTICLE VII SERVICER PROVISIONS		33
Section 7.01.	Appointment of the Servicer	33
Section 7.02.	Duties and Responsibilities of the Servicer.	33
Section 7.03.	Collections on Receivables.	34
Section 7.04.	Covenants of the Servicer	35
Section 7.05.	Reporting Requirements of the Servicer	39
ARTICLE VIII EVENTS OF SERVICER TERMINATION		39
Section 8.01.	Events of Servicer Termination	39
ARTICLE IX SUCCESSOR SERVICER PROVISIONS		41
Section 9.01.	Servicer Not to Resign	41
Section 9.02.	Appointment of the Successor Servicer	41
Section 9.03.	Duties of the Servicer	42
Section 9.04.	Effect of Termination or Resignation	42
Section 9.05.	Power of Attorney	42
Section 9.06.	No Proceedings	43

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THIS RECEIVABLES SALE AND SERVICING AGREEMENT (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”) is entered into as of January 26, 2007, by and among each of the persons signatory hereto from time to time as Originators (each an “Originator” and, collectively, the “Originators”), Joseph T. Ryerson & Son, Inc., a Delaware corporation, in its capacity as servicer hereunder (in such capacity, the “Servicer”), Ryerson Inc., a Delaware corporation (the “Parent”) and Ryerson Funding LLC, a Delaware limited liability company (the “Buyer”).

RECITALS

A. The Buyer is a special purpose limited liability company the sole member of which is Joseph T. Ryerson & Son, Inc.

B. The Buyer has been formed for the sole purpose of purchasing all Receivables originated by each Originator and to finance such Receivables under the Funding Agreement.

C. Each Originator intends to sell, and the Buyer intends to purchase, such Receivables, from time to time, as described herein.

D. In addition, the Member may, from time to time, contribute capital to the Buyer in the form of Contributed Receivables or cash.

E. In order to effectuate the purposes of this Agreement and the Funding Agreement, the Buyer desires to appoint Joseph T. Ryerson & Son, Inc. to service, administer and collect the Receivables securing the Advances pursuant to this Agreement and Joseph T. Ryerson & Son, Inc. is willing to act in such capacity as the Servicer hereunder on the terms and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.01. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in Annex X.

Section 1.02. Rules of Construction. For purposes of this Agreement, the rules of construction set forth in Annex X shall govern. All Appendices hereto, or expressly identified to this Agreement, are incorporated herein by reference and, taken together with this Agreement, shall constitute but a single agreement.

ARTICLE II

TRANSFERS OF RECEIVABLES

Section 2.01. Agreement to Transfer.

(a) Receivables Transfers. Subject to the terms and conditions hereof, each Originator agrees to and hereby does sell (without recourse except to the limited extent specifically provided herein) or, in the case of the Member, sell or contribute, to the Buyer on the Effective Date and on each Business Day thereafter (each such date, a “Transfer Date”) all Receivables owned by it on each such Transfer Date, and the Buyer agrees to and hereby does purchase or acquire as a capital contribution all such Receivables on each such Transfer Date. All such Transfers by an Originator to the Buyer shall collectively be evidenced by a certificate of assignment substantially in the form of Exhibit 2.01(a) (each, a “Receivables Assignment,” and collectively, the “Receivables Assignments”), and each Originator and the Buyer shall execute and deliver a Receivables Assignment on or before the Effective Date. Notwithstanding anything to the contrary herein, the Originators shall terminate and cease all transfers of Receivables to the Buyer at the close of business on the Business Day after the delivery of a Receivables Termination Notice (as such term is defined in the Intercreditor Agreement) to the Administrative Agent, the Group Agents and the Originators is effective in accordance with Section 3.1 of the Intercreditor Agreement unless on the date of such notice any Originator certifies in writing to the “General Administrative Agent” under and as defined in the Credit Agreement (which certification the Originators covenant and agree to provide, if true) that there is a Funding Excess, in which case all such termination and cessation shall be effective at the close of business two (2) Business Days after the Receivables Termination Notice is effective in accordance with Section 3.1 of the Intercreditor Agreement); provided that in the case of an Event of Default under the Credit Agreement resulting from the commencement of a bankruptcy, insolvency or similar proceeding relating to any Originator, all transfers of Receivables immediately and automatically shall terminate and cease without notice of any kind (except to the extent otherwise required pursuant to an order entered by the bankruptcy court having jurisdiction over such proceeding).

(b) Determination of Sold Receivables. On and as of each Transfer Date, (i) each Receivable then owned by each Originator (other than the Member) and not previously acquired by the Buyer shall be and is hereby sold immediately upon its creation, and (ii) to the extent a Receivable then owned by the Member has not been contributed to the Buyer in accordance with Section 2.01(d), such Receivable shall be and is hereby sold to the Buyer (each such Receivable sold immediately upon its creation pursuant to clauses (i) and (ii) above, individually, a “Sold Receivable” and, collectively, the “Sold Receivables”).

(c) Payment of Sale Price. (i) In consideration for each Sale of Sold Receivables hereunder, the Buyer shall pay to the Originator thereof on the Transfer Date therefor the applicable Sale Price (which Sale Price shall be determined by the Buyer and Seller on each Transfer Date as the price constituting fair consideration and reasonably equivalent value for the Transferred Receivables being so conveyed on such Transfer Date) therefor in Dollars in immediately available funds. All cash payments by the Buyer under this Section 2.01(c)(i) shall be effected by means of a wire transfer on the day when due to such account or accounts as the Originators may designate from time to time.

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(ii) To the extent that the Sale Price of Sold Receivables exceeds the amount of cash then available to the Buyer, the applicable Originator hereby agrees to make a subordinated loan (each, a “Subordinated Loan”) to the Buyer in an amount not to exceed the lesser of (i) the amount of such excess in satisfaction of the equivalent portion of the Sale Price not paid in cash and (ii) the maximum Subordinated Loan that could be borrowed without rendering the Buyer’s Net Worth less than the Required Capital Amount. The Subordinated Loans of an Originator shall be evidenced by a subordinated promissory note substantially in the form of Exhibit 2.01(c)(ii) hereto (a “Subordinated Note”) executed by the Buyer and payable to such Originator. The Subordinated Loans shall bear interest and be payable as provided in the Subordinated Note.

(d) Determination of Contributed Receivables. Prior to the delivery of an Election Notice (as defined below), on each Transfer Date on which the Buyer cannot pay the Sale Price therefor in cash, the Member shall identify Receivables then owned by it which have not been previously acquired by the Buyer, and shall, prior to the delivery of an Election Notice, contribute such Receivables as a capital contribution to the Buyer (each such contributed Receivable, individually, a “Contributed Receivable,” and collectively, the “Contributed Receivables”), to the extent the Buyer cannot so pay the Sale Price therefor in cash pursuant to the foregoing subsections (b) and (c). Notwithstanding the foregoing, the Member shall not be obligated to make additional contributions to the Buyer at any time. If on any Transfer Date (i) the Member elects not to contribute Receivables to the Buyer when the Buyer cannot pay the Sale Price therefor in cash, or (ii) any Originator (other than the Member) does not sell all of its then owned Receivables to the Buyer, such Originator shall deliver to the Buyer not later than 5:00 p.m. (New York time) on the Business Day immediately preceding such Transfer Date a notice of election thereof (each such notice, an “Election Notice”).

(e) Ownership of Transferred Receivables. Each Transfer of Receivables hereunder is a true sale by the applicable Originator to the Buyer that is absolute and irrevocable and provides the Buyer with full benefits of ownership of such Receivables. On and after each Transfer Date and after giving effect to the Transfers to be made on each such date, the Buyer shall own the Transferred Receivables and no Originator shall take any action inconsistent with such ownership nor shall any Originator claim any ownership interest in such Transferred Receivables.

(f) Reconstruction of General Trial Balance. If at any time any Originator fails to generate its General Trial Balance, the Buyer shall have the right to reconstruct such General Trial Balance so that a determination of the Sold Receivables and Contributed Receivables can be made pursuant to Section 2.01(b). Each Originator agrees to cooperate with such reconstruction, including by delivery to the Buyer, upon the Buyer’s request, copies of all Records.

(g) Servicing of Receivables. So long as no Event of Servicer Termination shall have occurred and be continuing and no Successor Servicer has assumed the responsibilities and obligations of the Servicer pursuant to Section 9.02, the Servicer shall (i) conduct the servicing, administration and collection of the Transferred Receivables and shall take, or cause to be taken, all such actions as may be necessary or advisable to service, administer and collect the Transferred Receivables, all in accordance with (A) the terms of this Agreement, (B) customary

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and prudent servicing procedures for trade receivables of a similar type and (C) all applicable laws, rules and regulations, and (ii) hold all Contracts and other documents and incidents relating to the Transferred Receivables in trust for the benefit of the Buyer, as the owner thereof, and for the sole purpose of facilitating the servicing of the Transferred Receivables in accordance with the terms of this Agreement. The Buyer hereby instructs the Servicer, and the Servicer hereby acknowledges, that the Servicer shall hold all Contracts and other documents relating to such Transferred Receivables in trust for the benefit of the Buyer and the Servicer’s retention and possession of such Contracts and documents shall at all times be solely in a custodial capacity for the benefit of the Buyer and its assigns and pledgees.

(h) Transfer of Lockboxes and Collection Accounts. Each Originator hereby transfers to the Buyer all right, title and interest in and to each Lockbox and Collection Account.

Section 2.02. Grant of Security Interest. The parties hereto intend that each Transfer shall be absolute and shall constitute a purchase and sale or capital contribution, as applicable, and not a loan. Notwithstanding the foregoing, in addition to and not in derogation of any rights now or hereafter acquired by the Buyer under Section 2.01 hereof, the parties hereto intend that this Agreement shall constitute a security agreement under applicable law and if a court of competent jurisdiction determines that any transaction provided for herein constitutes a loan and not a sale or capital contribution, as applicable, that each Originator shall be deemed to have granted, and each Originator does hereby grant, to the Buyer a continuing security interest in all of such Originator’s right, title and interest in, to and under the Receivables, each Lockbox and each Collection Account, whether now owned or hereafter acquired or arising to secure the obligations of such Originator to the Buyer hereunder (including, if and to the extent that any Transfer is recharacterized as a transfer for security under applicable law, the repayment of the loan deemed to have been made by the Buyer to the applicable Originator in the amount of the Sale Price with respect thereto, including, to the extent applicable, any unpaid interest accrued or deemed to have accrued and be payable thereon). In such event, (i) this Agreement shall constitute a security agreement, and Buyer shall have all of the rights of a secured party under applicable law and (ii) each of the Originators and the Buyer represents and warrants as to itself that each remittance of amounts by such Originator to the Buyer under this Agreement will have been (x) in payment of a debt incurred by such Originator in the ordinary course of business or financial affairs of such Originator and the Buyer and (y) made in the ordinary course of business or financial affairs of such Originator and the Buyer.

Section 2.03. Parent Undertaking. The Parent hereby agrees that in the event that any of its Affiliates become parties to this Agreement as Originators, the Parent shall undertake and agree, to and for the benefit of the Buyer, to cause the due and punctual performance and observance by each such Originator of all of the terms, conditions, agreements and undertakings on the part of such Originator to be performed or observed by it hereunder or under any other Related Document and, in connection therewith, shall execute and deliver to the Buyer a Parent Undertaking in the form attached hereto as Exhibit 2.03, to more fully evidence such undertaking.

Section 2.04. Originators Remain Liable. It is expressly agreed by the Originators that, anything herein to the contrary notwithstanding, each Originator shall remain liable to the Obligor (and any other party to the related Contract) under any and all of the Receivables

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originated by it and under the Contracts therefor to observe and perform all the conditions and obligations to be observed and performed by it thereunder. The Buyer shall not have any obligation or liability to the Obligor or any other party to the related Contract under any such Receivables or Contracts by reason of or arising out of this Agreement or the granting herein of a Lien thereon or the receipt by the Buyer of any payment relating thereto pursuant hereto. The exercise by the Buyer of any of its rights under this Agreement shall not release any Originator from any of its respective duties or obligations under any such Receivables or Contracts. The Buyer shall not be required or obligated in any manner to perform or fulfill any of the obligations of any Originator under or pursuant to any such Receivable or Contract, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any such Receivable or Contract, or to present or file any claims, or to take any action to collect or enforce any performance or the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Section 2.05. Sale Price Credits. If on any day the Outstanding Balance of a Receivable is reduced or canceled as a result of a any Dilution Factor then, in such event, the Buyer shall be entitled to a credit (each, a “Sale Price Credit”) against the Sale Price otherwise payable hereunder in an amount equal to the amount of such reduction or cancellation. If such Sale Price Credit exceeds the Sale Price of the Receivables being sold by the applicable Originator on any such day, then such Originator shall pay the remaining amount of such Sale Price Credit in cash promptly thereafter, provided that if a Termination Event has not occurred, the applicable Originator shall be allowed to deduct the remaining amount of such Sale Price Credit from any indebtedness owed to it under a Subordinated Note to the extent permitted thereunder.

ARTICLE III

CONDITIONS PRECEDENT

Section 3.01. Conditions Precedent to Initial Transfer. The initial Transfer hereunder shall be subject to satisfaction of each of the following conditions precedent:

(a) Sale Agreement; Other Related Documents. This Agreement or counterparts hereof shall have been duly executed by, and delivered to, each Originator, the Servicer, the Parent and the Buyer, and the Buyer shall have received such information, documents, instruments, agreements and legal opinions as the Buyer shall reasonably request in connection with the transactions contemplated by this Agreement, including all those identified in the Schedule of Documents, each in form and substance satisfactory to the Buyer.

(b) Governmental Approvals. The Buyer shall have received (i) satisfactory evidence that the Originators and the Servicer have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Related Documents and the consummation of the transactions contemplated hereby and thereby or (ii) an Officer’s Certificate from each Originator and the Servicer in form and substance reasonably satisfactory to the Buyer affirming that no such consents or approvals are required.

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(c) Compliance with Laws. Each Originator shall be in compliance with all applicable foreign, federal, state, provincial and local laws and regulations, including, without limitation, those specifically referenced in Section 4.02(e) except to the extent noncompliance could not reasonably be expected to have a Material Adverse Effect.

(d) Funding Agreement Conditions. Each of those conditions precedent set forth in Section 3.01 of the Funding Agreement shall have been satisfied or waived in writing as provided therein.

Section 3.02. Conditions Precedent to all Transfers. Each Transfer hereunder (including the initial Transfer) shall be subject to satisfaction of the following further conditions precedent as of the Transfer Date therefor:

(a) the representations and warranties of each Originator contained herein or in any other Related Document shall be true and correct in all material respects as of such Transfer Date, both before and after giving effect to such Transfer and to the application of the Sale Price therefor, except to the extent that any such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreement;

(b)(i) the Administrative Agent shall not have declared the Commitment Termination Date to have occurred following the occurrence of a Termination Event, and (ii) the Commitment Termination Date shall not have automatically occurred, in either event, in accordance with Section 9.01 of the Funding Agreement;

(c) each Originator shall be in compliance with each of its covenants and other agreements set forth herein or in any other Related Document, except to the extent non-compliance could not be reasonably expected to have a Material Adverse Effect;

(d) each of those conditions precedent set forth in Section 3.02 of the Funding Agreement shall have been satisfied or waived in writing as provided therein; and

(e) each Originator shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to the Buyer as the Buyer may reasonably request.

The acceptance by any Originator of the Sale Price for any Sold Receivables and the contribution to the Buyer by the Member of any Contributed Receivables on any Transfer Date shall be deemed to constitute, as of any such Transfer Date, a representation and warranty by such Originator that the conditions precedent set forth in this Article III have been satisfied. Upon any such acceptance or contribution, title to the Transferred Receivables sold or contributed on such Transfer Date shall be vested absolutely in the Buyer, whether or not such conditions were in fact so satisfied.

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ARTICLE IV

REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 4.01. Representations and Warranties of the Transaction Parties. To induce the Buyer to purchase the Sold Receivables and to acquire the Contributed Receivables, each Transaction Party, as applicable, and, solely with respect to Section 4.01(c)(vii), the Buyer, makes the following representations and warranties to the Buyer as of the Closing Date and, except to the extent otherwise expressly provided below, as of each Transfer Date, each of which shall survive the execution and delivery of this Agreement.

(a) Existence; Compliance with Law. Each Transaction Party (i) is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (ii) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify could not reasonably be expected to result in a Material Adverse Effect; (iii) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease, and to conduct its business, in each case, as now, heretofore and proposed to be conducted; (iv) has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do any of the foregoing could not reasonably be expected to result in a Material Adverse Effect; (v) is in compliance with its articles or certificate of incorporation or certificate of formation and by-laws or operating agreement, as applicable; and (vi) subject to specific representations set forth herein regarding ERISA, environmental laws, tax laws and other laws, is in compliance with all applicable provisions of law, except where the failure to so comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(b) Jurisdiction of Organization; Executive Offices; Collateral Locations; Corporate or Other Names; FEIN. Each Originator is a registered organization of the type and is organized under the laws of the state set forth in Schedule 4.01(b) (which is its only jurisdiction of organization) and each such Originator’s organizational identification number (if any), the current location of such Originator’s chief executive office, principal place of business, other offices, the warehouses and premises within which any records relating to the Receivables is stored or located, and the locations of its records concerning the Receivables are set forth in Schedule 4.01(b) and, unless such Originator shall have provided the Buyer with written notice thereof and taken all necessary action under the UCC to maintain the perfection and priority of the security interest created hereunder, none of such locations has changed within the past 12 months. During the prior five years, except as set forth in Schedule 4.01(b), no Originator has been known as or used any corporate, legal, fictitious or trade name. In addition, Schedule 4.01(b) lists the federal employer identification number of each Originator.

(c) Power, Authorization, Enforceable Obligations. The execution, delivery and performance by each Transaction Party of this Agreement and the other Related Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein and therein and, solely with respect to clause (vii) below, the exercise by the Buyer, or its assigns

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of any of its rights and remedies under any Related Document to which it is a party: (i) are within such Person’s power; (ii) have been duly authorized by all necessary or proper actions; (iii) do not contravene any provision of such Person’s articles or certificate of incorporation, certificate of formation, by-laws or operating agreement, as applicable; (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (v) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound; (vi) do not result in the creation or imposition of any Adverse Claim upon any of the property of such Person; and (vii) do not require the consent or approval of any Governmental Authority or any other Person, except those referred to in Section 3.01(b), all of which will have been duly obtained, made or complied with prior to the Effective Date. On or prior to the Effective Date, each of the Related Documents shall have been duly executed and delivered by each Transaction Party that is a party thereto and on the Closing Date each such Related Document shall then constitute a legal, valid and binding obligation of such Transaction Party, enforceable against it in accordance with its terms except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(d) No Litigation. No Litigation is now pending or, to the knowledge of any Transaction Party, threatened against any Transaction Party that (i) challenges such Transaction Party’s right or power to enter into or perform any of its obligations under the Related Documents to which it is a party, or the validity or enforceability of any Related Document or any action taken thereunder or (ii) seeks to prevent the Transfer or pledge of any Receivable or the consummation of any of the transactions contemplated under this Agreement or the other Related Documents. Except as set forth on Schedule 4.01(d), no litigation (including, without limitation, derivative actions), arbitration proceedings or governmental proceedings are pending or, to the best of each Transaction Party’s knowledge, threatened against any Transaction Party or any Subsidiary of such Transaction Party in which there is a reasonable possibility of an adverse decision which could reasonably be expected to materially and adversely affect the consolidated financial position or future consolidated operations of the Parent and its Consolidated Subsidiaries, and no material adverse development or determination, interim or final, has occurred in any litigation or proceeding so disclosed. Except as set forth on Schedule 4.01(d), neither the Parent nor any of its Consolidated Subsidiaries has as of the date of this Agreement any contingent liabilities material to the consolidated financial position or operations of the Parent and its Consolidated Subsidiaries not provided for or disclosed in the financial statements referred to in Annex 7.05.

(e) Solvency. After giving effect to (i) the transactions contemplated by this Agreement and the other Related Documents and (ii) the payment and accrual of all transaction costs in connection with the foregoing, each Transaction Party is and will be Solvent. After giving effect to the sale and contribution of Receivables and other payments and transactions contemplated on such Transfer Date, each Transaction Party is and will be Solvent.

(f) Material Adverse Effect. Since December 31, 2005, no Transaction Party is in default and no third party is in default under any material contract, lease or other agreement or

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instrument to which such Transaction Party is a party. Since December 31, 2005, no event has occurred that alone or together with other events could reasonably be expected to have a Material Adverse Effect.

(g) Ownership of Receivables; Liens. Each Originator owns each Receivable originated or acquired by it free and clear of any Adverse Claim except those created hereunder, under the other Related Documents and under the Security Agreement (provided that such liens under the Security Agreement are automatically released upon Transfer hereunder) and, from and after each Transfer Date, the Buyer will acquire valid and properly perfected title to and the sole record and beneficial ownership interest in each Transferred Receivable purchased or otherwise acquired on such date, free and clear of any Adverse Claim or restrictions on transferability, except those created hereunder and under the other Related Documents. Each Originator has received all assignments, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Originator’s right, title and interest in and to the Receivables originated or acquired by it. Each Originator has rights in and full power to transfer its Receivables hereunder. No effective financing statements or other similar instruments are of record in any filing office listing any Originator as debtor and purporting to cover the Transferred Receivables (except to the extent released or terminated in connection with any transfer hereunder and any Advance in respect of such Transferred Receivable under the Funding Agreement).

(h) Taxes. Each Transaction Party has paid when due all taxes, assessments and other liabilities except as contested in good faith by appropriate proceedings.

(i) Intellectual Property. As of the Effective Date, each Originator owns or has rights to use all intellectual property necessary to continue to conduct its business as now or heretofore conducted by it or proposed to be conducted by it. Each Originator conducts its business and affairs without infringement of or interference with any intellectual property of any other Person, except to the extent failure to do so could not be reasonably expected to have a Material Adverse Effect. As of the Effective Date, except as set forth in Schedule 4.01(i), no Originator is aware of any infringement or claim of infringement by others of any material intellectual property of any Originator.

(j) Full Disclosure. All information contained in this Agreement, any of the other Related Documents, or any other written statement or information furnished by or on behalf of any Transaction Party to the Buyer relating to this Agreement, the Transferred Receivables or any of the other Related Documents, in each case, taken as a whole, is true and accurate in every material respect, and none of this Agreement, any of the other Related Documents, or any other written statement or information furnished by or on behalf of any Transaction Party to the Buyer relating to this Agreement or any of the other Related Documents contains any untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances in which the same were made. All information contained in this Agreement, any of the other Related Documents, or any other written statement or information furnished to the Buyer has been prepared in good faith by management of the applicable Transaction Party, as the case may be, with the exercise of reasonable diligence.

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(k) Notices to Obligors. Each Transaction Party has directed all Obligors of Transferred Receivables originated by it to remit all payments with respect to such Receivables for deposit in a Lockbox or Collection Account.

(l) Employee Benefit Plans. The Parent has not been advised (nor does it otherwise have any information to the effect) that (i) any Plan as to which it or any of its Subsidiaries may have any liability fails to comply in any material respect with all applicable requirements of law and regulations, (ii) any Reportable Event has occurred with respect to any such Plan, (iii) it or any of its Subsidiaries has withdrawn from any such Plan or initiated steps to do so, or (iv) any steps have been taken to terminate any such Plan. The foregoing representation and warranty applies only to events and conditions described in this Section which are reasonably expected to result in liability of the Parent and its Subsidiaries in an aggregate amount exceeding 1% of Consolidated Stockholders’ Equity.

(m) Brokers. Except for the Lenders, the Group Agents and the Administrative Agent, no broker or finder acting on behalf of any Transaction Party was employed or utilized in connection with this Agreement or the other Related Documents or the transactions contemplated hereby or thereby and no Transaction Party has any obligation to any Person in respect of any finder’s or brokerage fees in connection herewith or therewith.

(n) Margin Regulations. No use of funds acquired by any Transaction Party hereunder will conflict with or contravene any of Regulations T, U or X of the Federal Reserve Board as now and from time to time hereafter in effect. No portion of the proceeds of any Sale Price from any Sale will be used to acquire any security in any transaction which is subject to Section 12, 13 or 14 of the Exchange Act.

(o) Nonapplicability of Bulk Sales Laws. No transaction contemplated by this Agreement or any of the other Related Documents requires compliance with any bulk sales act or similar law.

(p) Government Regulation. No Transaction Party is an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act.

(q) Books and Records; Minutes. The operating agreement, by-laws or the certificate or articles of incorporation of each Originator require it to maintain (i) books and records of account and (ii) minutes of the meetings and other proceedings of its Stockholders and board of directors (or an analogous governing body).

(r) Deposit and Disbursement Accounts. Schedule 4.01(r) lists all banks and other financial institutions at which any Originator or the Servicer maintains deposit accounts established for the receipt of collections on accounts receivable, including any Collection Accounts, and such schedule correctly identifies the name, address and telephone number of each depository, the name in which the account is held, a description of the purpose of the account, and the complete account number therefor.

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(s) Representations and Warranties in Other Related Documents. Each of the representations and warranties of each Transaction Party contained in the Related Documents (other than this Agreement) is true and correct in all material respects and such Transaction Party hereby makes each such representation and warranty to, and for the benefit of, the Buyer as if the same were set forth in full herein. Each Transaction Party consents to the assignment of the Buyer’s rights with respect to all such representations and warranties to the Administrative Agent, the Group Agents and the Lenders (and their respective successors and assigns) pursuant to the Funding Agreement as more fully described in Section 6.03 below.

(t) Receivables. With respect to each Transferred Receivable acquired by the Buyer hereunder, as of the applicable Transfer Date:

(i) Each Receivable included in any Report as an Eligible Receivable, as of the applicable Transfer Date therefor, satisfied the criteria for an Eligible Receivable;

(ii) immediately prior to its transfer to the Buyer, such Receivable was owned by the Originator thereof free and clear of any Adverse Claim, except as contemplated under the Security Agreement (provided that such liens under the Security Agreement are automatically released upon Transfer hereunder), and such Originator had the full right, power and authority to sell, contribute, assign, transfer and pledge its interest therein as contemplated under this Agreement and the other Related Documents and, upon such Transfer, the Buyer will acquire valid and properly perfected title to and the sole record and beneficial ownership interest in such Receivable, free and clear of any Adverse Claim and, following such Transfer, such Receivable will not be subject to any Adverse Claim as a result of any action or inaction on the part of such Originator, except as contemplated hereunder and other the other Related Documents; and

(iii) the Transfer of each such Receivable pursuant to this Agreement and the Receivables Assignment executed by the Originator thereof constitutes, as applicable, a valid sale, contribution, transfer, assignment, setover and conveyance to the Buyer of all right, title and interest of such Originator in and to such Receivable.

(u) Fair Value. With respect to each Transferred Receivable acquired by the Buyer hereunder, the consideration received from the Buyer in respect of such Transferred Receivable represents adequate consideration and fair and reasonably equivalent value for such Transferred Receivable as of the applicable Transfer Date, in each case, taking into account any increase in the outstanding balance of the Subordinated Note. No Sale has been made for or on account of an antecedent debt owed by any Originator to the Buyer and no such Sale is or may be avoidable or subject to avoidance under any bankruptcy laws, rules or regulations.

(v) Security Interest Representations.

(i) Receivables; Collection Accounts.

(A) Each Receivable constitutes an “account” or a “payment intangible” within the meaning of the applicable UCC.

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(B) Each Account constitutes a “deposit account” within the meaning of the applicable UCC.

(ii) Creation of Security Interest. The Originators own and have good and marketable title to the Receivables, the Accounts and the Lockboxes free and clear of any Adverse Claim, except as contemplated under the Security Agreement (provided that such liens under the Security Agreement are automatically released upon Transfer hereunder). The Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables, the Accounts and the Lockboxes in favor of the Buyer, which security interest is prior to all other Adverse Claims and is enforceable as such as against any creditors of and purchasers from the Originators.

(iii) Perfection. Within ten (10) days after the Effective Date, the Originators have caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law and entered into Account Agreements in order to perfect the sale of the Receivables from the Originators to the Buyer pursuant to this Agreement.

(iv) Priority.

(A) Other than the transfer of the Receivables by the Originators to the Buyer pursuant to this Agreement and the liens created under the Security Agreement (provided that such liens under the Security Agreement are automatically released upon Transfer hereunder), no Originator has pledged, assigned, sold, conveyed, or otherwise granted a security interest in any of the Receivables, the Accounts or the Lockboxes to any other Person.

(B) No Originator has authorized, or is aware of, any filing of any financing statement against any Originator that includes a description of collateral covering the Receivables or all other assets transferred to the Buyer hereunder, other than any financing statement filed pursuant to this Agreement and the Funding Agreement or financing statements that have been validly terminated on or prior to the date hereof (or with respect to which the interest in any Receivables described therein is released on or prior to the transfers contemplated in this Agreement and the Funding Agreement).

(C) No Originator is aware of any judgment, ERISA or tax lien filings against any Originator which could reasonably be expected to result in an Adverse Claim on the Receivables, Accounts or Lockboxes.

(D) None of the Accounts or any of the Lockboxes are in the name of any Person other than the Buyer or the Administrative Agent on and after the date which is thirty (30) days after the Effective Date. No Originator has consented to any Bank complying with instructions of any Person other than the Administrative Agent.

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(v) Survival of Security Interest Representations. Notwithstanding any other provision of this Agreement or any other Related Document, the representations and covenants contained in this Section 4.01(v) and Section 4.02(l) shall be continuing, and remain in full force and effect until the Termination Date.

The representations and warranties described in this Section 4.01 shall survive the Transfer of the Transferred Receivables to the Buyer, any subsequent assignment of the Transferred Receivables by the Buyer, and the termination of this Agreement and the other Related Documents and shall continue until the indefeasible payment in full of all Transferred Receivables.

Section 4.02. Affirmative Covenants of the Originators. Each Originator covenants and agrees that, unless otherwise consented to by the Buyer and the Administrative Agent, from and after the Effective Date and until the Termination Date:

(a) Offices and Records. Each Originator shall maintain its jurisdiction of organization, principal place of business and chief executive office and the office at which it keeps its Records at the respective locations specified in Schedule 4.01(b) or, upon 30 days’ prior written notice to the Buyer and the Administrative Agent, at such other location in a jurisdiction where all action reasonably requested by the Buyer, the Administrative Agent or any Group Agent pursuant to Section 6.13 shall have been taken with respect to the Transferred Receivables. Each Originator shall at its own cost and expense, for not less than three years from the date on which each Transferred Receivable was originated, or for such longer period as may be required by law, maintain adequate and complete Records with respect to such Transferred Receivable, including records of all payments received, credits granted and merchandise returned with respect thereto and all other dealings therewith. Upon the reasonable request of the Buyer, each Originator shall mark each Contract (other than invoices) evidencing each Transferred Receivable with a legend, acceptable to the Buyer, evidencing that the Buyer has purchased such Transferred Receivable and that the Administrative Agent, for the benefit of the Secured Parties, has a security interest in and lien thereon. Each Originator shall, by no later than the Effective Date, mark conspicuously with a legend, in form and substance reasonably satisfactory to the Administrative Agent and the Requisite Lenders, its books and records (including computer records) and credit files pertaining to the Borrower Collateral, and its file cabinets or other storage facilities where it maintains information pertaining thereto, to evidence this Agreement and the assignment and Liens granted pursuant to this Article IV. Upon the occurrence and during the continuation of a Termination Event, each Originator shall deliver and turn over such books and records to the Administrative Agent or its representatives at any time on demand of the Administrative Agent or any Group Agent.

(b) Books, Records and Inspections. (i) Each Originator will maintain complete and accurate books and records; permit reasonable access by any of the Buyer, the Administrative Agent, any Group Agent or any Lender to the books and records of such Originator; and permit the Buyer, the Administrative Agent, each Group Agent and each Lender to inspect the properties (to the extent in their possession) and operations of such Originator.

(ii) The Originator will permit the Administrative Agent and each Group Agent and any representatives designated by such Person (including any consultants,

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accountants and lawyers retained by such Person) to conduct collateral reviews of the Buyer’s and the Servicer’s computation of the Borrowing Base and the assets included in its Borrowing Base, all at such reasonable times and as often as is reasonably requested, provided that if no Incipient Termination Event or Termination Event has occurred and is continuing, no more than two such collateral reviews may be conducted in any calendar year; provided further that collateral reviews conducted in connection with any Acquired Receivables Eligibility Requirement shall not count against such limit. The Buyer shall pay the reasonable and documented fees and expenses of employees of the Administrative Agent and each Group Agent (including reasonable and customary internally allocated fees of such employees incurred in connection with periodic collateral evaluations and internally allocated monitoring fees associated with any such Person’s “asset backed finance group” or similar body) and the fees and expenses of any representatives retained by the Administrative Agent or any Group Agent to conduct any such collateral evaluation, in respect of (i) up to two such collateral reviews performed by each of the Administrative Agent and each Group Agent in any calendar year and (ii) any number of such collateral reviews performed by the Administrative Agent or any Group Agent during the continuation of an Incipient Termination Event or Termination Event; provided that the fees and expenses associated with the collateral review conducted in connection with any Acquired Receivables Eligibility Requirement shall be paid by the Buyer and shall not count against the foregoing limits. In connection with any collateral monitoring or review relating to the computation of the Borrowing Base, the Buyer shall make adjustments to its Borrowing Base as any Group Agent shall reasonably require based on the terms of the Funding Agreement and results of such collateral monitoring or review.

(c) Compliance With Contracts and Credit and Collection Policies. Each Originator will timely and fully (i) perform and comply with all material provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables and (ii) comply in all material respects with the Credit and Collection Policies in regard to each receivable and the related Contract.

(d) Assignment. Each Originator agrees that, to the extent permitted under the Funding Agreement, the Buyer may assign all of its right, title and interest in, to and under the Transferred Receivables and this Agreement, including its right to exercise the remedies set forth in Section 4.04. Each Originator agrees that, upon any such assignment, the assignee thereof may enforce directly, without joinder of the Buyer, all of the obligations of such Originator hereunder, including any obligations of such Originator set forth in Sections 4.04, 5.01 and 6.14 and that such assignees are third party beneficiaries of the Buyer’s rights hereunder.

(e) Compliance with Agreements and Applicable Laws. Each Originator shall (i) perform each of its obligations under this Agreement and the other Related Documents and (ii) comply with all federal, state, provincial and local laws and regulations applicable to it and the Receivables, including those relating to truth in lending, retail installment sales, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices, privacy, licensing, securities laws, margin regulations, taxation, ERISA and labor matters and environmental laws and environmental permits, except, solely with respect to this clause (ii), where the failure to so comply could not reasonably be expected to have a Material Adverse

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Effect. Each Originator shall pay all Charges, including any stamp duties, which may be imposed as a result of the transactions contemplated by this Agreement and the other Related Documents, except to the extent such Charges are being contested in accordance with Section 4.02(j).

(f) Maintenance of Existence and Conduct of Business. Each Originator shall: (i) do or cause to be done all things necessary to preserve and keep in full force and effect its existence and its rights and franchises and to remain qualified in good standing in its jurisdiction of organization and in each other jurisdiction where its business is conducted; (ii) continue to conduct its business substantially as now conducted or as otherwise permitted hereunder and in accordance with the terms of its certificate or articles of incorporation and by-laws or certificate of formation and operating agreement, as applicable; (iii) at all times maintain, preserve and protect all of its assets and properties which are necessary in the conduct of its business, including all licenses, permits, charters and registrations, and keep the same in good repair, working order and condition in all material respects (taking into consideration ordinary wear and tear) and from time to time make, or cause to be made, all necessary or appropriate repairs, replacements and improvements thereto consistent with industry practices, except to the extent that the failure to comply with this clause (iii) could not reasonably be expected to have a Material Adverse Effect; and (iv) transact business only in such corporate, legal and trade names as are set forth in Schedule 4.02(f) or, upon 30 days’ prior written notice to the Buyer, in such other corporate, legal or trade names with respect to which all action requested by the Buyer pursuant to Section 6.13 shall have been taken with respect to the Transferred Receivables.

(g) Information. Each Originator hereby agrees that, from and after the Effective Date and until the Termination Date, it shall prepare and deliver or cause to be prepared and delivered to the Buyer, the Lenders, the Group Agents and the Administrative Agent the financial statements, notices, reports, and other information at the times, to the Persons and in the manner set forth in Annex 7.05.

(h) Separate Identity.

(i) Each Originator shall, and shall cause each other member of the Parent Group to, maintain records and books of account separate from those of the Buyer.

(ii) The financial statements of the Parent and its consolidated Subsidiaries shall disclose the effects of each Originator’s transactions in accordance with GAAP and, in addition, disclose that (A) the Buyer’s sole business consists of the purchase or acceptance through capital contribution (in the case of the Member) of the Receivables from the Originators and the subsequent financing of such Receivables pursuant to the Funding Agreement, (B) the Buyer is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of the Buyer’s assets prior to any value in the Buyer becoming available to the Buyer’s equity holders and (C) the assets of the Buyer are not available to pay creditors of any Originator or any other Affiliate of such Originator.

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(iii) The resolutions, agreements and other instruments underlying the transactions described in this Agreement shall be continuously maintained by each Originator as official records.

(iv) Each Originator shall, and shall cause each other member of the Parent Group to, maintain an arm’s-length relationship with the Buyer and shall not hold itself out as being liable for the Debts of the Buyer.

(v) Each Originator shall, and shall cause each other member of the Parent Group to, keep its assets and its liabilities wholly separate from those of the Buyer.

(vi) Each Originator shall, and shall cause each other member of the Parent Group to, conduct its business solely in its own name or the name of the Member or the Parent through its duly Authorized Officers or agents and in a manner designed not to mislead third parties as to the separate identity of the Buyer.

(vii) No Originator shall (and each Originator shall cause each other member of the Parent Group not to) mislead third parties by conducting or appearing to conduct business on behalf of the Buyer or expressly or impliedly representing or suggesting that such Originator or any other member of the Parent Group is liable or responsible for the Debts of the Buyer or that the assets of such Originator or any other member of the Parent Group are available to pay the creditors of the Buyer.

(viii) The operating expenses and liabilities of the Buyer shall be paid from the Buyer’s own funds and not from any funds of any Originator or other member of the Parent Group.

(ix) Each Originator shall, and shall cause each other member of the Parent Group to, at all times limit its transactions with the Buyer only to those expressly permitted hereunder or under any other Related Document.

(x) Each Originator shall, and shall cause each other member of the Parent Group to, comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinions of Mayer Brown Rowe & Maw LLP delivered pursuant to the Schedule of Documents.

(i) ERISA and Environmental Notices. Each Originator shall give the Buyer prompt written notice of (i) any event that could reasonably be expected to result in the imposition of a Lien under Section 412 of the IRC or Section 302 or 4068 of ERISA, (ii) any event that could reasonably be expected to result in the incurrence by any Originator of any liabilities under Title IV of ERISA (other than premium payments arising in the ordinary course of business) and (iii) any environmental claims against the Parent, any Originator or any other Subsidiary of the Parent which, individually or in the aggregate, could reasonably be expected to exceed $250,000.

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(j) Payment, Performance and Discharge of Obligations.

(i) Subject to Section 4.02(j)(ii), each Originator shall pay, perform and discharge or cause to be paid, performed and discharged promptly all charges and claims payable by it, including (A) Charges imposed upon it, its income and profits, or any of its property (real, personal or mixed) and all Charges with respect to tax, social security and unemployment withholding with respect to its employees and (B) all lawful claims for labor, materials, supplies and services or otherwise before any thereof shall become past due.

(ii) Each Originator and each other member of the Parent Group may in good faith contest, by appropriate proceedings, the validity or amount of any charges or claims described in Section 4.02(j)(i); provided, that (A) adequate reserves with respect to such contest are maintained on the books of such Originator or such member, as applicable, in accordance with GAAP, (B) such contest is maintained and prosecuted continuously and with diligence, (C) none of the Receivables may become subject to forfeiture or loss as a result of such contest, (D) no Lien may be imposed to secure payment of such charges or claims other than inchoate tax liens and (E) such Originator does not reasonably believe that nonpayment or nondischarge thereof could have or result in a Material Adverse Effect.

(k) Deposit of Collections. Each Originator shall (and shall cause each of its Affiliates to) (i) instruct all Obligors to remit all payments with respect to any Receivables directly into a Collection Account or to a Lockbox and instruct all Collection Account Banks to deposit into a Collection Account all items received into a Lockbox; provided that until December 31, 2008, JTR may instruct certain Obligors related to the “Integris” unit of JTR to remit collections to the Concentration Account so long as (A) not more than $20,000,000 of Collections shall be remitted to the Concentration Account each month prior to December 31, 2007 and (B) not more than $7,500,000 of Collections shall be remitted to the Concentration Account each month prior to December 31, 2008, and (ii) deposit or cause to be deposited promptly into a Collection Account, and in any event no later than the first Business Day after receipt thereof, all Collections it may receive in respect of Transferred Receivables (and until so deposited, all such Collections shall be held in trust for the benefit of the Buyer and its assigns (including the Administrative Agent and the Secured Parties)); provided that prior to December 31, 2008, no Originator shall be required to deposit into a Collection Account the Collections received in the Concentration Account unless a Group Agent has requested the Originator to do so after the occurrence and during the continuation of an Exclusive Account Control Trigger. No Originator shall make or permit to be made deposits into a Lockbox or a Collection Account other than in accordance with this Agreement and the other Related Documents. Without limiting the generality of the foregoing, each Originator shall ensure that no Collections or other proceeds with respect to a Receivable reconveyed to it pursuant to Section 4.04 hereof are paid or deposited into any Lockbox or Collection Account.

(l) Originators to Maintain Perfection and Priority. In order to evidence the interests of the Buyer under this Agreement, each Originator shall, from time to time take such action, or execute and deliver such instruments (other than filing financing statements) as may be necessary or advisable (including, such actions as are reasonably requested by the Buyer) to

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maintain and perfect, as a first-priority interest, the Buyer’s ownership and security interest in the Receivables and all other assets sold to the Buyer pursuant hereto. Each Originator shall, from time to time and within the time limits established by law, prepare and present to the Buyer for the Buyer’s authorization and approval all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement in the, or other filings necessary to continue, maintain and perfect the Buyer’s ownership and security interest in the Receivables and all other assets sold to the Buyer pursuant hereto as a first-priority interest. The Buyer’s approval of such filings shall authorize the Originators to file such financing statements under the UCC without the signature of the Buyer where allowed by applicable law. Notwithstanding anything else in the Related Documents to the contrary, neither the Servicer nor any Originator shall have any authority to file a termination, partial termination, release, partial release or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements, without the prior written consent of the Buyer. Originator agrees to maintain perfection and priority of the security interest in accordance with Section 6.13 hereof.

Section 4.03. Negative Covenants of the Originators. Each Originator covenants and agrees that, without the prior written consent of the Buyer and the Administrative Agent, from and after the Effective Date and until the Termination Date:

(a) Sale of Receivables and Related Assets. No Originator shall sell, transfer, convey, assign (by operation of law or otherwise) or otherwise dispose of, or assign any right to receive income in respect of, any of the Transferred Receivables or related Contracts, or, except in connection with the Credit Agreement, any of its rights with respect to any Lockbox or Collection Account, except for the sales, transfers, conveyances, assignments or dispositions expressly contemplated hereunder.

(b) Liens. No Originator shall create, incur, assume or permit to exist any Adverse Claim on or with respect to the Transferred Receivables (whether now owned or hereafter acquired) except for Permitted Encumbrances that do not attach to Transferred Receivables.

(c) Modifications of Receivables or Contracts. No Originator, except in its capacity as a Servicer or Sub-Servicer and in accordance with the Credit and Collection Policies, shall extend, amend, forgive, discharge, compromise, waive, cancel or otherwise modify the terms of any Transferred Receivable, or amend, modify or waive any term or condition of any Contract therefor.

(d) Sale Characterization. No Originator shall (and each Originator shall cause each other member of the Parent Group not to) make statements or disclosures, prepare any financial statements or in any other respect account for or treat the transactions contemplated by this Agreement in any manner other than (i) with respect to the Sale of each Sold Receivable originated or acquired by it, as a true sale and absolute assignment of the title to and sole record and beneficial ownership interest of the Transferred Receivables by such Originator to the Buyer or (ii) with respect to each contribution of Contributed Receivables hereunder, as an increase in the stated capital of the Buyer.

(e) Capital Structure and Business. No Originator shall (and each Originator shall cause each other member of the Parent Group not to) make any changes in any of its business

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objectives, purposes or operations that could reasonably be expected to have or result in a Material Adverse Effect. No member of the Parent Group shall engage in any business other than the businesses currently engaged in by it and those incidental thereto. No Originator shall change the type of entity it is, its jurisdiction of organization or its organizational identification number, if any, issued by its state of organization, except upon 30 days’ prior written notice to the Buyer and with respect to which jurisdiction all action necessary or reasonably requested by the Buyer pursuant to Section 6.13 shall have been taken with respect to the Transferred Receivables.

(f) Actions Affecting Rights. To the extent permitted by applicable law, no Originator shall (i) take any action, or fail to take any action, if such action or failure to take action may interfere with the enforcement of any rights hereunder or under the other Related Documents, including rights with respect to the Transferred Receivables; or (ii) fail to pay any Charge, fee or other obligation of such Originator with respect to the Transferred Receivables, or fail to defend any action, if such failure to pay or defend may adversely affect the priority or enforceability of the perfected title of the Buyer to and the sole record and beneficial ownership interest of the Buyer in the Transferred Receivables or, prior to their Transfer hereunder, such Originator’s right, title or interest therein.

(g) Change to Credit and Collection Policies. No Originator shall fail to comply in any material respect with, and no Originator shall without the prior written consent of the Buyer amend, modify or waive any term or provision of the Credit and Collection Policies in any material respect (it being understood that the Originator will provide notice of all non-material amendments to the Credit and Collection Policies to the Buyer promptly after such amendment is made).

(h) No Proceedings. From and after the Effective Date and until the date one year plus one day following the Termination Date, no Originator shall, directly or indirectly, institute or cause to be instituted against the Buyer any proceeding of the type referred to in Sections 8.01(d) and 8.01(e) of the Funding Agreement.

(i) Mergers, Acquisitions, Sales, etc. No member of the Parent Group shall (i) be a party to any merger or consolidation, or directly or indirectly purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or otherwise create or acquire a Subsidiary, or (ii) directly or indirectly sell, transfer, assign, convey or lease whether in one or a series of transactions, all or substantially all of its assets other than pursuant hereto, or permit any Subsidiary to do any of the foregoing, except for any such merger or consolidation, sale, transfer, conveyance, lease or assignment of or by any majority-owned Subsidiary into such Person or into, with or to any other majority-owned Subsidiary and any such purchase or other acquisition by such Person or any majority-owned Subsidiary of the assets or stock of any majority-owned Subsidiary; unless such Originator (i) provides written notice thereof to the Buyer, and (ii) takes all such actions and delivers, or causes to be delivered, such opinion letters of counsel, certificates and other agreements that the Buyer deems reasonably necessary or desirable under the UCC to maintain the perfection and priority of the Buyer’s ownership interest in the Receivables.

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(j) Commingling. No Originator shall (and each Originator shall cause each other member of the Parent Group not to) deposit or permit the deposit of any funds that do not constitute Collections of Transferred Receivables into any Lockbox or Collection Account (except with respect to receivables for which the Obligor is The Stanley Works Co., so long as not more than $400,000 in collections from The Stanley Works Co. shall be remitted to the Lockboxes or Collection Accounts in the aggregate annually). If funds that are not Collections are deposited into a Lockbox or Collection Account, the applicable Originator shall promptly remit (or direct the applicable Collection Account Bank to remit) any such amounts to the applicable Originator or other Person.

(k) Changes in Instructions to Obligors. No Originator shall make any change in its instructions to Obligors regarding the deposit of Collections with respect to the Transferred Receivables, except to the extent the Administrative Agent directs such Originator to change such instructions to Obligors after the occurrence of a Termination Event or the Administrative Agent consents in writing to such change.

(l) Changes in Division Classification. JTR will not change in any manner the method by which it classifies its “Permamet” or “Ryerson-Microjet” divisions or receivables on its books, records and systems without the prior written consent of each Group Agent.

Section 4.04. Breach of Representations, Warranties or Covenants. Upon discovery by any Originator or the Buyer of any breach of representation, warranty or covenant described in Sections 4.01(g), 4.01(k), 4.01(t), 4.01(u), 4.01(v), 4.02(k), 4.03(a), 4.03(b), 4.03(c) and 4.03(k) with respect to any Transferred Receivable, the party discovering the same shall give prompt written notice thereof to the other parties hereto. The Originator that breached such representation, warranty or covenant shall, if requested by notice from the Buyer, on the first Business Day following receipt of such notice, either (a) repurchase the affected Transferred Receivable from the Buyer for cash remitted to the applicable Collection Account, (b) transfer ownership of a new Eligible Receivable or new Eligible Receivables to the Buyer on such Business Day, or (c) in the case of the Member, make a capital contribution in cash to the Buyer by remitting the amount of such capital contribution to the Collection Account, in each case, in an amount (the “Rejected Amount”) equal to the Billed Amount of such Transferred Receivable minus the sum of (i) Collections received in respect thereof plus (ii) the amount of any Dilution Factors taken into account in the calculation of the original Sale Price thereof. Each Originator shall ensure that no Collections or other proceeds with respect to a Transferred Receivable so reconveyed to it are paid or deposited into any Collection Account.

ARTICLE V

INDEMNIFICATION

Section 5.01. Indemnification. Without limiting any other rights that the Buyer or any of its Stockholders, any of its assignees (including the Lenders, the Group Agents and the Administrative Agent), or any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors or assigns (each, a “Buyer Indemnified Person”) may have hereunder or under applicable law, each Originator hereby agrees to indemnify and hold harmless each Buyer Indemnified Person from and against any and all Indemnified Amounts that may be claimed or asserted against or incurred by any such Buyer Indemnified

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Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Document, any actions or failures to act in connection therewith, including any and all reasonable legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Related Documents, or in respect of any Transferred Receivable or any Contract therefor or the use by such Originator of the Sale Price therefor; provided, that no Originator shall be liable for any indemnification to a Buyer Indemnified Person to the extent that any such Indemnified Amounts (a) result from such Buyer Indemnified Person’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction, (b) constitute recourse for uncollectible or uncollected Transferred Receivables as a result of the insolvency, bankruptcy or failure (without cause or justification) or inability on the part of the related Obligor to perform its obligations thereunder or (c) constitute Excluded Taxes. Subject to clauses (a) and (b) of the proviso in the immediately preceding sentence, but otherwise without limiting the generality of the foregoing, each Originator shall pay on demand to each Buyer Indemnified Person any and all Indemnified Amounts relating to or resulting from:

(i) reliance on any representation or warranty made or deemed made by such Originator (or any of its officers) under or in connection with this Agreement or any other Related Document (without regard to any qualifications concerning the occurrence or non-occurrence of a Material Adverse Effect or similar concepts of materiality) or on any other information delivered by such Originator pursuant hereto or thereto that shall have been incorrect when made or deemed made or delivered;

(ii) the failure by such Originator to comply with any term, provision or covenant contained in this Agreement, any other Related Document or any agreement executed in connection herewith or therewith (without regard to any qualifications concerning the occurrence or non-occurrence of a Material Adverse Effect or similar concepts of materiality), any applicable law, rule or regulation with respect to any Transferred Receivable or the Contract therefor, or the nonconformity of any Transferred Receivable or the Contract therefor with any such applicable law, rule or regulation;

(iii) the failure to vest and maintain vested in the Buyer, or to Transfer to the Buyer, valid and properly perfected title to and sole record and beneficial ownership of the Receivables that constitute Transferred Receivables, together with all Collections in respect thereof, and the Collection Accounts and Lockboxes, free and clear of any Adverse Claim;

(iv) any dispute, claim, offset or defense of any Obligor (other than its discharge in bankruptcy) to the payment of any Receivable that is the subject of a Transfer hereunder (including (x) a defense based on such Receivable or the Contract therefor not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms (other than as a result of a discharge in bankruptcy), or any other claim resulting from the sale of the merchandise or services giving rise to such Receivable or the furnishing of or failure to furnish such merchandise or services or relating to collection activities with respect to such Receivable (if such collection activities were performed by any Originator or any Affiliate thereof acting as the Servicer or a Sub-Servicer) and (y) resulting from or in connection with any Dilution Factors);

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(v) any products liability claim or other claim arising out of or in connection with merchandise, insurance or services that is the subject of any Contract;

(vi) the commingling of Collections with respect to Transferred Receivables by any Originator at any time with its other funds or the funds of any other Person;

(vii) any failure by such Originator to cause the filing of, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or any other applicable laws with respect to any Receivable that is the subject of a Transfer hereunder, any Collections in respect thereof, the Collection Accounts or the Lockboxes, whether at the time of any such Transfer or at any subsequent time;

(viii) any investigation, Litigation or proceeding related to this Agreement, any other Related Document or the use of the Sale Price obtained in connection with any Sale or the ownership of Receivables or Collections with respect thereto or in respect of any Receivable or Contract or any other investigation, litigation or proceeding relating to the Servicer or any Originator in which any Buyer Indemnified Person becomes involved as a result of any of the transactions contemplated hereby or by any other Related Document;

(ix) any claim brought by any Person other than a Buyer Indemnified Person arising from any activity by such Originator or any of its Affiliates in servicing, administering or collecting any Transferred Receivables;

(x) any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding;

(xi) any Termination Event described in Sections 8.01(d) or (e) of the Funding Agreement;

(xii) any failure of the Buyer to give reasonably equivalent value to the applicable Originator hereunder in consideration of the transfer by such Originator of any Receivable, or any attempt by any Person to void such transfer under statutory provisions or common law or equitable action;

(xiii) any action or omission by such Originator which reduces or impairs the rights of the Buyer or its assigns with respect to any Receivable or the value of any such Receivable;

(xiv) any failure of a Collection Account Bank to comply with the terms of the applicable Collection Account Agreement; or

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(xv) any withholding, deduction or Charge imposed upon any payments with respect to any Transferred Receivable, any Borrower Assigned Agreement or any other Borrower Collateral.

Section 5.02. Indemnities by the Servicer.

(a) Without limiting any other rights that a Buyer Indemnified Person may have hereunder or under applicable law, the Servicer hereby agrees to indemnify and hold harmless each Buyer Indemnified Person from and against any and all Indemnified Amounts that may be claimed or asserted against or incurred by any such Buyer Indemnified Person in connection with or arising out of the collection activities of the Servicer hereunder or out of any breach by the Servicer of its obligations hereunder or under any other Related Document; provided, that the Servicer shall not be liable for any indemnification to a Buyer Indemnified Person to the extent that any such Indemnified Amount (x) results from such Buyer Indemnified Person’s gross negligence or willful misconduct, in each case as finally determined by a court of competent jurisdiction, or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the insolvency, bankruptcy or the failure (without cause or justification) or inability on the part of the related Obligor to perform its obligations thereunder. Without limiting the generality of the foregoing, the Servicer shall pay on demand to each Buyer Indemnified Person any and all Indemnified Amounts relating to or resulting from:

(i) reliance on any representation or warranty made or deemed made by the Servicer (or any of its officers) under or in connection with this Agreement or any other Related Document (without regard to any qualifications concerning the occurrence or non-occurrence of a Material Adverse Effect or similar concepts of materiality) or on any other information delivered by the Servicer pursuant hereto or thereto that shall have been incorrect when made or deemed made or delivered;

(ii) the failure by the Servicer to comply with any term, provision or covenant contained in this Agreement, any other Related Document or any agreement executed in connection herewith or therewith (without regard to any qualifications concerning the occurrence or non-occurrence of a Material Adverse Effect or similar concepts of materiality), any applicable law, rule or regulation with respect to any Transferred Receivable or the Contract therefor, or the nonconformity of any Transferred Receivable or the Contract therefor with any such applicable law, rule or regulation;

(iii) the imposition of any Adverse Claim with respect to any Transferred Receivable or the Borrower Collateral as a result of any action taken by the Servicer;

(iv) the commingling of Collections with respect to Transferred Receivables by the Servicer at any time with its other funds or the funds of any other Person;

(v) any investigation, litigation or proceeding relating to the Servicer in which any Buyer Indemnified Person becomes involved as a result of any of the transactions contemplated by the Related Documents;

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(vi) any action or omission by the Servicer which reduces or impairs the rights of the Buyer, the Administrative Agent or any Secured Party with respect to any Receivable or the value of any Receivable; or

(vii) any claim brought by any Person other than a Buyer Indemnified Person arising from any activity by the Servicer or any of its Affiliates in servicing, administering or collecting any Transferred Receivables.

(b) Any Indemnified Amounts subject to the indemnification provisions of this Section 5.02 shall be paid by the Servicer to the Buyer Indemnified Person entitled thereto within five Business Days following demand therefor.

ARTICLE VI

MISCELLANEOUS

Section 6.01. Notices. Except as otherwise provided herein, whenever it is provided herein that any notice, demand, request, consent, approval, declaration or other communication shall or may be given to or served upon any of the parties by any other parties, or whenever any of the parties desires to give or serve upon any other parties any communication with respect to this Agreement, each such notice, demand, request, consent, approval, declaration or other communication shall be in writing and shall be deemed to have been validly served, given or delivered (a) upon the earlier of actual receipt and three (3) Business Days after deposit in the United States Mail, registered or certified mail, return receipt requested, with proper postage prepaid, (b) upon transmission, when sent by email of the signed notice in PDF form or facsimile transmission (with such email or facsimile promptly confirmed by delivery of a copy by personal delivery or United States Mail as otherwise provided in this Section 6.01), (c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address or facsimile number set forth below in this Section 6.01 or to such other address (or facsimile number) as may be substituted by notice given as herein provided:

Each Originator:	Joseph T. Ryerson & Son, Inc.
	2621 West 15th Place
	Chicago, IL 60608
	Attention: Vice President, Finance & Treasurer
	Phone No.:
	Facsimile No.:
with copies to:	Joseph T. Ryerson & Son, Inc.	Mayer, Brown, Rowe & Maw
	2621 West 15th Place	71 South Wacker Drive
	Chicago, IL 60608	Chicago, IL 60606
	Attention: Manager, Treasury	Attention:
	Phone No.:	Phone No.:
	Facsimile No.:	Facsimile No.:

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	Joseph T. Ryerson & Son, Inc.
	2621 West 15th Place
	Chicago, IL 60608
	Attention: General Counsel
	Phone No.:
	Facsimile No.:
Buyer:	Ryerson Funding LLC
	2621 West 15th Place
	Chicago, IL 60608
	Attention: Vice President, Finance & Treasurer
	Phone No.:
	Facsimile No.:
with copies to:	Ryerson Funding LLC	Mayer, Brown, Rowe & Maw
	2621 West 15th Place	71 South Wacker Drive
	Chicago, IL 60608	Chicago, IL 60606
	Attention: Manager, Treasury	Attention:
	Phone No.:	Phone No.:
	Facsimile No.:	Facsimile No.:
	Ryerson Funding LLC
	2621 West 15th Place
	Chicago, IL 60608
	Attention: General Counsel
	Phone No.:
	Facsimile No.:
Servicer:	Joseph T. Ryerson & Son, Inc.
	2621 West 15th Place
	Chicago, IL 60608
	Attention: Vice President, Finance & Treasurer
	Phone No.:
	Facsimile No.:
with copies to:	Joseph T. Ryerson & Son, Inc.	Mayer, Brown, Rowe & Maw
	2621 West 15th Place	71 South Wacker Drive
	Chicago, IL 60608	Chicago, IL 60606
	Attention: Manager, Treasury	Attention:
	Phone No.:	Phone No.:
	Facsimile No.:	Facsimile No.:
	Joseph T. Ryerson & Son, Inc.
	2621 West 15th Place
	Chicago, IL 60608
	Attention: General Counsel
	Phone No.:
	Facsimile No.:

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Parent:	Ryerson Inc.
	2621 West 15th Place
	Chicago, IL 60608
	Attention: Vice President, Finance & Treasurer
	Phone No.:
	Facsimile No.:
with copies to:	Ryerson Inc.	Mayer, Brown, Rowe & Maw
	2621 West 15th Place	71 South Wacker Drive
	Chicago, IL 60608	Chicago, IL 60606
	Attention: Manager, Treasury	Attention:
	Phone No.:	Phone No.:
	Facsimile No.:	Facsimile No.:
	Ryerson Inc.
	2621 West 15th Place
	Chicago, IL 60608
	Attention: General Counsel
	Phone No.:
	Facsimile No.:

Without limiting the generality of the foregoing, all notices to be provided to the Buyer hereunder shall be delivered to all of the Buyer, the Group Agents and the Administrative Agent under the Funding Agreement, and shall be effective only upon such delivery to the Group Agents and the Administrative Agent in accordance with the terms of the Funding Agreement. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Failure or delay in delivering copies of any notice, demand, request, consent, approval, declaration or other communication to any Person (other than the Buyer) designated in any written communication provided hereunder to receive copies shall in no way adversely affect the effectiveness of such notice, demand, request, consent, approval, declaration or other communication. Notwithstanding the foregoing, whenever it is provided herein that a notice is to be given to any other party hereto by a specific time, such notice shall only be effective if actually received by such party prior to such time, and if such notice is received after such time or on a day other than a Business Day, such notice shall only be effective on the immediately succeeding Business Day.

Section 6.02. No Waiver; Remedies. The Buyer’s failure, at any time or times, to require strict performance by the Originators or the Servicer of any provision of this Agreement or any Receivables Assignment or any other Related Document shall not waive, affect or diminish any right of the Buyer thereafter to demand strict compliance and performance herewith or therewith. Any suspension or waiver of any breach or default hereunder shall not suspend, waive or affect any other breach or default whether the same is prior or subsequent thereto and whether the same or of a different type. None of the undertakings, agreements, warranties, covenants and representations of any Originator or the Servicer contained in this Agreement or any Receivables Assignment, and no breach or default by any Originator or the Servicer hereunder or thereunder, shall be deemed to have been suspended or waived by the Buyer unless such waiver or suspension is by an instrument in writing signed by an officer of or other duly

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authorized signatory of the Buyer and directed to such Originator or the Servicer, as applicable, specifying such suspension or waiver. The Buyer shall not waive any of the provisions set forth in Section 4.01(v) or Section 4.02(l) if such waiver would adversely affect the Ratings. The Buyer’s rights and remedies under this Agreement shall be cumulative and nonexclusive of any other rights and remedies that the Buyer may have hereunder, thereunder or under any other agreement, including the other Related Documents, by operation of law or otherwise. Recourse to the Receivables, the Collections, Collection Accounts and Lockboxes shall not be required.

Section 6.03. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of each Originator, Servicer and the Buyer and their respective successors and permitted assigns, except as otherwise provided herein. No Originator nor the Servicer may assign, transfer, hypothecate or otherwise convey its rights, benefits, obligations or duties hereunder without the prior express written consent of the Buyer. Any such purported assignment, transfer, hypothecation or other conveyance by any Originator or the Servicer without the prior express written consent of the Buyer, shall be void. Each Originator and the Servicer acknowledges that the Buyer may assign its rights granted hereunder, including the benefit of any indemnities under Article V, and upon such assignment, such assignee shall have, to the extent of such assignment, all rights of the Buyer hereunder and, to the extent permitted under the Funding Agreement, may in turn assign such rights. Each Originator and the Servicer agrees that, upon any such assignment, such assignee may enforce directly, without joinder of the Buyer, the rights set forth in this Agreement. All such assignees, including parties to the Funding Agreement in the case of any assignment to such parties, shall be third party beneficiaries of, and shall be entitled to enforce the Buyer’s rights and remedies under, this Agreement to the same extent as the Buyer or any of its designated representatives may do. The terms and provisions of this Agreement are for the purpose of defining the relative rights and obligations of each Originator, the Servicer and the Buyer with respect to the transactions contemplated hereby and, except for the Secured Parties and the Administrative Agent, no Person shall be a third party beneficiary of any of the terms and provisions of this Agreement.

Section 6.04. Termination; Survival of Obligations.

(a) This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until the Termination Date.

(b) Except as otherwise expressly provided herein or in any other Related Document, no termination or cancellation (regardless of cause or procedure) of any commitment made by the Buyer under this Agreement shall in any way affect or impair the obligations, duties and liabilities of any Originator or the Servicer or the rights of the Buyer relating to any unpaid portion of any and all recourse and indemnity obligations of such Originator or the Servicer to the Buyer, including those set forth in Sections 4.04, 5.01, 5.02, 6.12, 6.14 and 6.15, due or not due, liquidated, contingent or unliquidated or any transaction or event occurring prior to such termination, or any transaction or event, the performance of which is required after the Commitment Termination Date. Except as otherwise expressly provided herein or in any other Related Document, all undertakings, agreements, covenants, warranties and representations of or binding upon each Originator and the Servicer, and all rights of the Buyer hereunder, all as contained in the Related Documents, shall not terminate or expire, but rather shall survive any

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such termination or cancellation and shall continue in full force and effect until the Termination Date; provided, that the rights and remedies pursuant to Section 4.04, the indemnification and payment provisions of Article V, and the provisions of Sections 4.03(h), 6.03, 6.12, 6.14, 6.15 and 6.16 shall be continuing and shall survive any termination of this Agreement.

Section 6.05. Complete Agreement; Modification of Agreement. This Agreement and the other Related Documents constitute the complete agreement among the parties with respect to the subject matter hereof and thereof, supersede all prior agreements and understandings relating to the subject matter hereof and thereof, and may not be modified, altered or amended except as set forth in Section 6.06.

Section 6.06. Amendments and Waivers.

(a) No amendment, modification, termination or waiver of any provision of this Agreement or any of the other Related Documents, or any consent to any departure by any Originator or the Servicer therefrom, shall in any event be effective unless the same shall be in writing and signed by each of the parties hereto; provided, that, prior to the Termination Date, no amendment, modification, termination or waiver of any provision of this Agreement or any of the other Related Documents, or any consent to any departure by any Originator or the Servicer therefrom, shall in any event be effective unless the same shall be in writing and signed by the Requisite Lenders. No Originator other than JTR may become a party to this Agreement without the prior written consent of the Requisite Lenders. No consent or demand in any case shall, in itself, entitle any party to any other consent or further notice or demand in similar or other circumstances.

(b) In the event that Sections 5.01(b) or 5.19 of the Credit Agreement, Sections 6(d) or (e) of the Security Agreement, or any defined term used in any such section (or any defined term used to define any such defined term) is amended at any time, each of the Servicer, the Parent and each Originator hereby agrees, if any Group Agent so requests, to amend Annex 7.05, Section 7.05(c), the definition of Exclusive Account Control Trigger, and/or any defined term used to define Exclusive Account Control Trigger, as applicable, in order to preserve the nature of the Buyer’s and the Secured Parties’ protections hereunder as of Closing Date in relation to such provisions under the Credit Agreement as of the Closing Date; it being understood that the events which trigger the Buyer’s and the Secured Parties’ rights with respect to reporting frequency and the exercise of control over the Collection Accounts hereunder are designed to be events which would occur prior to the corresponding triggering events under the Credit Agreement. The Parent and each Originator agree to provide the Buyer and each Group Agent with prompt notice of any proposed amendment, restatement or modification of the Credit Agreement (including the terms of such proposed amendment, restatement or modification).

Section 6.07. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.

(a) THIS AGREEMENT AND EACH RELATED DOCUMENT (EXCEPT TO THE EXTENT THAT ANY RELATED DOCUMENT EXPRESSLY PROVIDES TO THE CONTRARY) AND THE OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND

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CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF ILLINOIS (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES), EXCEPT TO THE EXTENT THAT THE PERFECTION, EFFECT OF PERFECTION OR PRIORITY OF THE INTERESTS OF THE BUYER IN THE RECEIVABLES OR REMEDIES HEREUNDER OR THEREUNDER, IN RESPECT THEREOF, ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF ILLINOIS, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

(b) EACH PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN CHICAGO, ILLINOIS SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THEM PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY RELATED DOCUMENT; PROVIDED, THAT EACH PARTY HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF CHICAGO, ILLINOIS; PROVIDED, FURTHER, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE BUYER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE RECEIVABLES OR ANY OTHER SECURITY FOR THE OBLIGATIONS OF THE ORIGINATORS ARISING HEREUNDER, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE BUYER. EACH PARTY HERETO SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION THAT SUCH PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH PARTY AT THE ADDRESS SET FORTH IN SECTION 6.01 HEREOF AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY’S ACTUAL RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER POSTAGE PREPAID. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

(c) BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE,

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TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 6.08. Counterparts. This Agreement may be executed in any number of separate counterparts, each of which shall collectively and separately constitute one agreement.

Section 6.09. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement.

Section 6.10. Section Titles. The section titles and table of contents contained in this Agreement are provided for ease of reference only and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.

Section 6.11. No Setoff. Each Originator’s obligations under this Agreement shall not be affected by any right of setoff, counterclaim, recoupment, defense or other right such Originator might have against the Buyer, or the Receivables or Collections, all of which rights are hereby expressly waived by such Originator.

Section 6.12. Confidentiality.

(a) Except to the extent otherwise required by applicable law, as required to be filed publicly with the Securities and Exchange Commission, or unless each Requisite Lenders shall otherwise consent in writing, each Originator, the Servicer and the Buyer agree to maintain the confidentiality of this Agreement (and all drafts hereof and documents ancillary hereto) in their communications with third parties other than any Affected Party or any Buyer Indemnified Person and otherwise not to disclose, deliver or otherwise make available to any third party (other than its directors, officers, employees, accountants or counsel) the original or any copy of all or any part of this Agreement or any other Related Documents (or any draft hereof and documents ancillary hereto) except to an Affected Party or a Buyer Indemnified Person.

(b) Each Originator and the Servicer agrees that it shall not (and shall not permit any of its Subsidiaries to) issue any news release or make any public announcement pertaining to the transactions contemplated by this Agreement and the Related Documents which specifically references the name of any Lender, any Group Agent or the Agent without the prior written consent of such Lender, such Group Agent or the Agent, as applicable (which consent shall not be unreasonably withheld); provided that this paragraph (b) shall not restrict the Originators’ and Servicer’s abilities to make any Securities and Exchange Commission or other required regulatory filings that would require the inclusion of the names of the Lenders, the Group Agents, the Agent or any of their Affiliates.

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(c) The Buyer agrees to maintain the confidentiality of the Information, and will not use such confidential Information for any purpose or in any matter except in connection with this Agreement, except that Information may be disclosed (1) to (i) each Affected Party (ii) its and each Affected Party’s and their respective Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential and to not disclose or use such Information in violation of Regulation FD (17 C.F.R. § 243.100-243.103)) and (iii) industry trade organizations for inclusion in league table measurements, (2) to any regulatory, judicial or administrative authority (it being understood that it will to the extent reasonably practicable provide the Originators and the Servicer with an opportunity to request confidential treatment from such regulatory authority), (3) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (4) to any other party to this Agreement or the Funding Agreement, (5) to the extent required in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Related Document or the enforcement of rights hereunder or thereunder, (6) to any party to the Credit Agreement, (7) to any rating agency, Commercial Paper dealer or provider of a surety, guaranty or credit or liquidity enhancement to any Conduit Lender or any entity organized for the purpose of purchasing, or making loans secured by, financial assets for which a Group Agent acts as the administrative agent and to any officers, directors, employees, outside accountants and attorneys of any of the foregoing, (8) subject to an agreement containing provisions substantially the same as those of this Section, to any assignee of (or participant in), or any prospective assignee of (or participant in), any of its rights or obligations under this Agreement, (9) with the consent of the applicable Originator or Servicer or (10) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or any other confidentiality agreement to which it is party with any Originator, the Servicer or the Parent or any subsidiary thereof or (ii) becomes available to the Buyer or Affected Party on a nonconfidential basis from a source other than the Parent or any subsidiary thereof.

Section 6.13. Further Assurances.

(a) Each Originator shall, at its sole cost and expense, upon request of the Buyer, promptly and duly execute and deliver any and all further instruments and documents and take such further actions that may be necessary or desirable or that the Buyer may request to carry out more effectively the provisions and purposes of this Agreement or any other Related Document or to obtain the full benefits of this Agreement and of the rights and powers herein granted, including (i) using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Buyer of any Transferred Receivable held by such Originator or in which such Originator has any rights not heretofore assigned, and (ii) filing any financing or continuation statements under the UCC with respect to the ownership interests or Liens granted hereunder or under any other Related Document. Each Originator hereby authorizes the Buyer, to file any such financing or continuation statements without the signature of such Originator to the extent permitted by applicable law. A carbon, photographic or other reproduction of this Agreement or of any notice or financing statement covering the Transferred

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Receivables or any part thereof shall be sufficient as a notice or financing statement where permitted by law. If any amount payable under or in connection with any of the Transferred Receivables is or shall become evidenced by any instrument, such instrument, other than checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to the Buyer immediately upon such Originator’s receipt thereof and promptly delivered to the Buyer.

(b) If any Originator fails to perform any agreement or obligation under this Section 6.13, the Buyer may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the reasonable expenses of the Buyer incurred in connection therewith shall be payable by such Originator upon demand of the Buyer.

Section 6.14. Fees and Expenses. In addition to its indemnification obligations pursuant to Article V, each Originator agrees, jointly and severally, to pay on demand all Rating Agency fees and all costs and expenses incurred by the Buyer in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Related Documents, including the reasonable fees and out-of-pocket expenses incurred by the Buyer, (including any such amounts owed by the Buyer in connection with its financing of the Transfers hereunder), for counsel, advisors, consultants and auditors retained in connection with the transactions contemplated hereby and advice in connection therewith, and each Originator agrees, jointly and severally, to pay all costs and expenses, if any (including reasonable attorneys’ fees and expenses but excluding any costs of enforcement or collection of the Transferred Receivables), in connection with the enforcement of this Agreement and the other Related Documents.

Section 6.15. Buyer Available Amounts. Notwithstanding any provision in any other Section of this Agreement to the contrary, any obligation of the Buyer to pay any amounts payable to the Originators pursuant to this Agreement shall be without recourse to the Buyer except to the extent that funds from Advances or Collections are available to the Buyer pursuant to the terms of the Funding Agreement for such payment (collectively, the “Buyer Available Amounts”), in the event that amounts payable to the Originators pursuant to this Agreement exceed the Buyer Available Amounts, the excess of the amounts due hereunder (and subject to this Section 6.15) over the Buyer Available Amounts paid shall not constitute a “claim” under Section 101(5) of the Bankruptcy Code against the Buyer until such time as the Buyer has Buyer Available Amounts.

Section 6.16. No Proceedings. Each of the Servicer and each Originator agrees that it will not, directly or indirectly, institute or cause to be instituted against any Conduit Lender any proceeding of the type referred to in Sections 8.01(d) and 8.01(e) of the Funding Agreement so long as any Commercial Paper of such Conduit Lender shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Commercial Paper shall have been outstanding. This Section 6.16 shall survive the termination of this Agreement.

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ARTICLE VII

SERVICER PROVISIONS

Section 7.01. Appointment of the Servicer. The Buyer hereby appoints the Servicer as its agent to service the Transferred Receivables and, in accordance with the Related Documents and the Credit and Collection Policies, to enforce the Buyer’s rights and interests in and under each Transferred Receivable and Contract therefor and to serve in such capacity until the termination of its responsibilities pursuant to Sections 8.01 or 9.01. In connection therewith, the Servicer hereby accepts such appointment and agrees to perform the duties and obligations set forth herein. The Servicer may, with the prior written consent of the Buyer, subcontract with a Sub-Servicer for the collection, servicing or administration of the Transferred Receivables; provided, that (a) the Servicer shall remain liable for the performance of the duties and obligations of such Sub-Servicer pursuant to the terms hereof, (b) any Sub-Servicing Agreement that may be entered into and any other transactions or services relating to the Transferred Receivables involving a Sub-Servicer shall be deemed to be between the Sub-Servicer and the Servicer alone, and the Buyer shall not be deemed a party thereto and shall have no obligations, duties or liabilities with respect to the Sub-Servicer and (c) each Sub-Servicing Agreement shall expressly provide that it shall automatically terminate upon the termination of the Servicer’s responsibilities hereunder in accordance with the terms hereof.

Section 7.02. Duties and Responsibilities of the Servicer.

(a) Subject to the provisions of this Agreement, the Servicer shall conduct the servicing, administration and collection of the Transferred Receivables and shall take, or cause to be taken, all actions that (i) may be necessary or advisable to service, administer and collect each Transferred Receivable from time to time, (ii) the Servicer would take if the Transferred Receivables were owned by the Servicer, and (iii) are consistent with the Credit and Collection Policies and industry practice for the servicing of accounts receivable similar to such Transferred Receivables.

(b) In addition to the foregoing, in order to ensure that the Buyer has adequate funding for the purchase of Receivables hereunder, the Servicer shall be responsible for the following:

(i) preparation and delivery on behalf of the Buyer all Borrowing Requests, Repayment Notices, Monthly Reports, Weekly Reports and Daily Reports required to be delivered under the Funding Agreement;

(ii) calculation and monitoring of the Borrowing Base and the components thereof, and whether the Receivables included in the calculation of the Net Receivables Balance are in fact Eligible Receivables; and

(iii) establishment, maintenance and administration of the Collection Accounts in accordance with Article VI of the Funding Agreement.

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Section 7.03. Collections on Receivables.

(a) In the event that the Servicer is unable to determine the specific Transferred Receivables on which Collections have been received from the Obligor thereunder, the parties agree that such Collections shall be deemed to have been received on such Receivables in the order in which they were originated with respect to such Obligor. In addition, if an Obligor is an obligor on Transferred Receivables and any other Receivables or indebtedness owed to any Originator, the Parent or any of their respective Affiliates, then, unless otherwise required by applicable law or designated by such Obligor by reference to the related Contract, Collections on such Transferred Receivables or other Receivables or indebtedness shall be treated first, as a Collection of any Transferred Receivables of such Obligor, in the order in which they were originated, before being applied to any other Receivables or other indebtedness of such Obligor. In the event that the Servicer is unable to determine the specific Transferred Receivables on which discounts, offsets or other non-cash reductions have been granted or made with respect to the Obligor thereunder, the parties agree for purposes of this Agreement only that such reductions shall be deemed to have been granted or made (i) prior to a Termination Event, on such Receivables as determined by the Servicer, and (ii) from and after the occurrence of a Termination Event, in the reverse order in which they were originated with respect to such Obligor.

(b) If the Servicer determines that amounts unrelated to the Transferred Receivables (the “Unrelated Amounts”) have been deposited in any Account, then the Servicer shall provide written evidence thereof to the Buyer no later than the first Business Day following the day on which the Servicer had actual knowledge thereof, which evidence shall be provided in writing and shall be otherwise satisfactory to the Buyer.

(c) Authorization of the Servicer. The Buyer hereby authorizes the Servicer to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the rights of the Buyer hereunder, in the determination of the Servicer, to (a) collect all amounts due under any Transferred Receivable, including endorsing the applicable name on checks and other instruments representing Collections on such Receivable, and execute and deliver any and all instruments of satisfaction or cancellation or of partial or full release or discharge and all other comparable instruments with respect to any such Receivable and (b) after any Transferred Receivable becomes a Defaulted Receivable and to the extent permitted under and in compliance with applicable law and regulations, commence proceedings with respect to the enforcement of payment of any such Receivable and the Contract therefor and adjust, settle or compromise any payments due thereunder, in each case to the same extent as the applicable Originator could have done if it had continued to own such Receivable. The Buyer shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. Notwithstanding anything to the contrary contained herein, the Buyer shall have the absolute and unlimited right to direct the Servicer (at the Servicer’s expense) (i) to commence or settle any legal action to enforce collection of any Transferred Receivable or (ii) to foreclose upon, repossess or take any other action that the Buyer deems necessary or advisable with respect thereto; provided that the Buyer’s assigns may not direct the Servicer to take such actions until after the occurrence and during the continuation of a Termination Event. In no event shall the Servicer be entitled to make the Buyer or any Affected Party a party to any Litigation without such Affected Party’s express prior written consent.

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(d) Servicing Fees. As compensation for its servicing activities and as reimbursement for its reasonable expenses in connection therewith, the Servicer shall be entitled to receive the Servicing Fees monthly on each Settlement Date. Such Servicing Fees shall be payable from available funds in accordance with Sections 2.07 and 2.08 of the Funding Agreement. The Servicer shall be required to pay for all expenses incurred by it in connection with its activities hereunder (including any payments to accountants, counsel or any other Person) and shall not be entitled to any payment therefor other than the Servicing Fees.

Section 7.04. Covenants of the Servicer. The Servicer covenants and agrees that from and after the Effective Date and until the Termination Date:

(a) Compliance with Agreements and Applicable Laws. The Servicer shall perform each of its obligations under this Agreement and the other Related Documents. The Servicer shall comply with all federal, state and local laws and regulations applicable to it and the Transferred Receivables, including those relating to truth in lending, retail installment sales, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices, privacy, licensing, taxation, ERISA and labor matters and environmental laws and environmental permits, except, in each case, where the failure to so comply could not reasonably be expected to result in a Material Adverse Effect.

(b) Maintenance of Existence and Conduct of Business. The Servicer shall: (i) do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and its rights and franchises and to remain qualified in good standing in its jurisdiction of organization and in each other jurisdiction where its business is conducted, except to the extent failure would not reasonably be expected to have a Material Adverse Effect; (ii) continue to conduct its business substantially as now conducted or as otherwise permitted hereunder and in accordance with the terms of its certificate or articles of incorporation and by-laws or certificate of formation and operating agreement, as applicable, except to the extent failure would not reasonably be expected to have a Material Adverse Effect; and (iii) at all times maintain, preserve and protect all of its assets and properties used or useful in the conduct of its business, including all licenses, permits, charters and registrations, and keep the same in good repair, working order and condition in all material respects (taking into consideration ordinary wear and tear) and from time to time make, or cause to be made, all necessary or appropriate repairs, replacements and improvements thereto consistent with industry practices, except to the extent that the failure to comply with this clause (iii) could not reasonably be expected to have a Material Adverse Effect.

(c) Compliance with Credit and Collection Policies. The Servicer shall timely and fully comply in all material respects with the Credit and Collection Policies with respect to each Transferred Receivable and the Contract therefor. The Servicer shall not extend, amend, forgive, discharge, compromise, waive, cancel or otherwise modify the terms of any Transferred Receivable or amend, modify or waive any term or condition of any Contract related thereto, except that the Servicer may (i) reduce the Outstanding Balance of a Receivable as required to reflect any Dilution Factors and (ii) take such actions, to the extent permitted by the Credit and

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Collection Policies, as the Servicer may deem reasonably necessary or desirable in order to maximize Collections with respect to any past-due Receivable so long as, after giving effect to any such action, no Receivables which constituted Eligible Receivables prior to such action would no longer constitute Eligible Receivables as a result of such action. The Servicer shall not without the prior written consent of the Buyer amend, modify or waive any term or provision of the Credit and Collection Policies in any material respect (it being understood that the Servicer will provide notice of all non-material amendments to the Credit and Collection Policies to the Buyer promptly after such amendment is made).

(d) Ownership of Transferred Receivables; Servicing Records. The Servicer shall (i) identify the Transferred Receivables clearly and unambiguously in its Servicing Records to reflect that such Transferred Receivables are the property of the Buyer and that a Lien on such Transferred Receivables has been granted to the Administrative Agent for the benefit of the Secured Parties; (ii) maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing such Receivables in the event of the destruction of any originals thereof) as are necessary or advisable in accordance with industry practice (1) to reflect promptly (a) all payments received and all credits and extensions granted with respect to such Receivables, (b) the return, rejection, repossessions, or stoppage in transit of any merchandise the sale of which has given rise to any such Receivable and (c) any other reductions in the Outstanding Balance of the Receivables on account of Dilution Factors; and (2) to determine no less frequently than the date each Daily Report, Weekly Report or Monthly Report is due, whether each Transferred Receivable then outstanding qualifies as an Eligible Receivable; (iii) by no later than the Effective Date, mark conspicuously with a legend, in form and substance reasonably satisfactory to the Buyer, its books and records (including computer records) and credit files pertaining to the Borrower Collateral, and its file cabinets or other storage facilities where it maintains information pertaining thereto, to evidence the assignment of the Receivables under this Agreement and the assignment and Liens granted pursuant to the Funding Agreement. Upon the occurrence and during the continuation of a Termination Event, the Servicer shall deliver and turn over such books and records to the Buyer or its representatives at any time on demand.

(e) Payment and Performance of Charges and other Obligations.

(i) Subject to Section 7.04(e)(ii), the Servicer shall pay, perform and discharge or cause to be paid, performed and discharged promptly all charges and claims payable by it, including (A) Charges imposed upon it, its income and profits, or any of its property (real, personal or mixed) and all Charges with respect to tax, social security and unemployment withholding with respect to its employees, and (B) lawful claims for labor, materials, supplies and services or otherwise before any amount thereof shall become past due.

(ii) The Servicer may in good faith contest, by appropriate proceedings, the validity or amount of any charges or claims described in Section 7.04(e)(i); provided that (A) adequate reserves with respect to such contest are maintained on the books of the Servicer, in accordance with GAAP, (B) such contest is maintained and prosecuted continuously and with diligence, (C) none of the Borrower Collateral becomes subject to forfeiture or loss as a result of such contest, (D) no Lien shall be imposed to secure payment of such charges or claims other than inchoate tax liens and (E) the Servicer does not reasonably believe that failure to pay or to discharge such claims or charges could have or result in a Material Adverse Effect.

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(f) Access. The Servicer agrees to provide the Buyer, the Buyer’s officers, employees, directors, agents and representatives with all access that the Originators have covenanted and agreed to provide to the Buyer in Section 4.02(b).

(g) Collection of Transferred Receivables. In connection with the collection of amounts due or to become due under the Transferred Receivables, the Borrower Assigned Agreements and any other Borrower Collateral, the Servicer shall take such action as it, and from and after the occurrence and during the continuation of a Termination Event, the Buyer may deem necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Assigned Agreements and the other Borrower Collateral, in each case in compliance with applicable law and in a manner consistent with the Credit and Collection Policies; provided that applicable Originator may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Buyer, for deposit into a Collection Account, an amount equal to the Outstanding Balance of any such Transferred Receivable. Upon the occurrence of any Exclusive Account Control Trigger, the Buyer may, without prior notice to any Originator or the Servicer, (x) exercise its right to take exclusive ownership and control of the Collections, the Lockboxes and the Collection Accounts in accordance with the terms of the applicable Collection Account Agreements (in which case the Servicer shall be required to deposit any Collections it then has in its possession or at any time thereafter receives, immediately in a Collection Account) and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Assigned Agreements of the sale to the Buyer of such Transferred Receivables and of the pledge of such Transferred Receivables or Borrower Assigned Agreements, as the case may be, to the Administrative Agent and direct that payments of all amounts due or to become due to the Buyer thereunder be made directly to the Buyer or any servicer, collection agent or Lockbox or other account designated by the Buyer and the Buyer may enforce collection of any such Transferred Receivable or the Borrower Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Buyer shall provide prompt notice to the Servicer of any such notification of assignment, pledge or direction of payment to the Obligors under any Transferred Receivables.

(h) Performance of Borrower Assigned Agreements. The Servicer shall (i) perform and observe all the terms and provisions of the Borrower Assigned Agreements to be performed or observed by it, maintain the Borrower Assigned Agreements in full force and effect, enforce the Borrower Assigned Agreements in accordance with their terms and take all action as may from time to time be requested by the Buyer in order to accomplish the foregoing, and (ii) upon the reasonable request of and as directed by the Buyer, make such demands and requests to any other party to the Borrower Assigned Agreements as are permitted to be made by the Servicer thereunder.

(i) License for Use of Software and Other Intellectual Property. Unless expressly prohibited by the licensor thereof or any provision of applicable law, if any, the Servicer hereby grants to the Buyer (and to the Administrative Agent on behalf of the Secured Parties as assignee of the Buyer) a limited license to use, without charge, the Servicer’s computer programs,

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software, printouts and other computer materials, technical knowledge or processes, data bases, materials, trademarks, registered trademarks, trademark applications, service marks, registered service marks, service mark applications, patents, patent applications, trade names, rights of use of any name, labels, fictitious names, inventions, designs, trade secrets, goodwill, registrations, copyrights, copyright applications, permits, licenses, franchises, customer lists, credit files, correspondence, and advertising materials or any property of a similar nature, as it pertains to the Transferred Receivables and the other Borrower Collateral, or any rights to any of the foregoing, only as reasonably required in connection with the collection of the Transferred Receivables and the advertising for sale, and selling any of the Borrower Collateral, or exercising of any other remedies with respect thereto, and the Servicer agrees that its rights under all licenses and franchise agreements shall inure to the Buyer (and to the Administrative Agent on behalf of the Secured Parties as assignee of the Buyer) for purposes of the license granted herein. Except upon the occurrence and during the continuation of a Termination Event, the Buyer agrees not to use (and shall cause the Administrative Agent to covenant not to use) any such license.

(j) Deposit of Collections. The Servicer shall (and shall cause each of its Affiliates to) (i) instruct all Obligors to remit all payments with respect to any Transferred Receivables directly into a Lockbox or a Collection Account; provided that until December 31, 2008, the Servicer may instruct certain Obligors related to the “Integris” unit of JTR to remit collections to the Concentration Account so long as (i) not more than $20,000,000 of Collections shall be remitted to the Concentration Account each month prior to December 31, 2007 and (ii) not more than $7,500,000 of Collections shall be remitted to the Concentration Account each month prior to December 31, 2008, (ii) instruct all Collection Account Banks to deposit all items sent to a Lockbox directly to a Collection Account and (iii) deposit or cause to be deposited promptly into a Lockbox or a Collection Account, and in any event no later than the first Business Day after receipt thereof, all Collections it may receive in respect of Transferred Receivables (and until so deposited, all such Collections shall be held in trust for the benefit of Buyer and its assigns (including the Administrative Agent and the Secured Parties)); provided that prior to December 31, 2008, the Servicer shall not be required to deposit into a Collection Account the Collections received in the Concentration Account unless a Group Agent has requested the Servicer to do so after the occurrence and during the continuation of an Exclusive Account Control Trigger. The Servicer shall not make or permit to be made deposits into a Lockbox or a Collection Account other than in accordance with this Agreement and the other Related Documents. Without limiting the generality of the foregoing, the Servicer shall ensure that no Collections or other proceeds with respect to a Receivable reconveyed to any Originator pursuant to Section 4.04 hereof are paid or deposited into any Lockbox or Collection Account.

(k) Commingling. The Servicer shall not (and shall cause each other member of the Parent Group not to) deposit or permit the deposit of any funds that do not constitute Collections of Transferred Receivables into any Lockbox or Collection Account (except with respect to receivables for which the Obligor is The Stanley Works Co., so long as not more than $400,000 in collections from The Stanley Works Co. shall be remitted to the Lockboxes or Collection Accounts in the aggregate annually). If funds that are not Collections are deposited into a Lockbox or Collection Account, the Servicer shall promptly remit (or direct the applicable Collection Account Bank to remit) any such amounts to the Servicer or other Person.

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(l) Separate Identity. The Servicer shall comply with Section 4.02(h) to the same extent as if it were an Originator.

Section 7.05. Reporting Requirements of the Servicer. The Servicer hereby agrees that, from and after the Effective Date and until the Termination Date, it shall prepare and deliver or cause to be prepared and delivered to the Lenders, the Group Agents and the Administrative Agent the financial statements, notices, reports, and other information at the times, to the Persons and in the manner set forth in Annex 7.05.

ARTICLE VIII

EVENTS OF SERVICER TERMINATION

Section 8.01. Events of Servicer Termination. If any of the following events (each, an “Event of Servicer Termination”) shall occur (regardless of the reason therefor):

(a) the Servicer shall (i) fail to make any payment or deposit hereunder when due and payable and the same shall remain unremedied for five (5) days or more; or

(b) (i) any Originator, the Parent or the Servicer shall fail or neglect to perform, keep or observe any covenant set forth in any of: Sections 4.02(e), (f), (k) or (l), Section 4.03, Section 7.04(a), (b), (i), (j) or (k), or paragraphs (a)(i), (ii) or (iii), (b), (c), (e), (f), (i) or (j) of Annex 7.05 of this Agreement; or

(ii) any Originator, the Parent or the Servicer shall fail or neglect to perform, keep or observe any covenant set forth in any of: Section 4.02(i) or paragraphs (h)(vi), (h)(vii) or (h)(viii) of Annex 7.05 of this Agreement and the same shall remain unremedied for three (3) days or more following the earlier to occur of an Authorized Officer of the Servicer becoming aware of such breach and the Servicer’s receipt of notice thereof; or

(iii) any Originator, the Parent or the Servicer shall fail or neglect to perform, keep or observe any covenant or other provision of this Agreement or the other Related Documents (other than any provision embodied in or covered by any other clause of this Section 8.01) and the same shall remain unremedied for 30 days or more following the earlier to occur of an Authorized Officer of the Servicer becoming aware of such breach and the Servicer’s receipt of notice thereof; or

(c)(i) the Servicer shall fail to make any payment with respect to any of its Debts which is in an aggregate principal amount in excess of $15,000,000 when due, and the same shall remain unremedied for any applicable grace period with respect thereto; or (ii) a default or breach or other occurrence shall occur under any agreement, document or instrument to which the Servicer is a party or by which the Servicer or its property is bound (other than a Related Document) which relates to a Debt which is in an aggregate principal amount in excess of $15,000,000, which event shall remain unremedied following any applicable grace period with respect thereto, and the effect of such default, breach or occurrence is to cause or permit the holder or holders then to cause such Debt to become or be declared due prior to their stated maturity; or

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(d) a case or proceeding shall have been commenced against the Servicer or any Affiliate which acts as a Sub-Servicer seeking a decree or order in respect of any such Person under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (i) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, or (ii) ordering the winding up or liquidation of the affairs of any such Person, and such case or proceeding continues for 60 days unless dismissed or discharged; provided, however, that such 60-day period shall be deemed terminated immediately if (x) a decree or order is entered by a court of competent jurisdiction with respect to a case or proceeding described in this subsection (d), or (y) any of the events described in Section 8.01(e) shall have occurred; or

(e) the Servicer or any Affiliate which acts as a Sub-Servicer shall (i) file a petition seeking relief under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) consent or fail to object in a timely and appropriate manner to the institution of any proceedings under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or similar law or to the filing of any petition thereunder or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, (iii) make an assignment for the benefit of creditors, or (iv) take any corporate action in furtherance of any of the foregoing; or

(f) the Servicer or any Affiliate which acts as a Sub-Servicer (i) generally does not pay its debts as such debts become due or admits in writing its inability to, or is generally unable to, pay its debts as such debts become due or (ii) is not Solvent; or

(g) a final judgment or judgments for the payment of money in excess of $10,000,000 in the aggregate (net of amounts in respect thereof which have been paid and net of available insurance proceeds) at any time outstanding shall be rendered against the Servicer or any other Subsidiary of the Parent which acts as a Sub-Servicer and the same shall not, within 30 days after the entry thereof, have been discharged or execution thereof stayed or bonded pending appeal, or shall not have been discharged prior to the expiration of any such stay; or

(h)(i) any information contained in any Monthly Report, Weekly Report or Daily Report is untrue or incorrect in any material respect or (ii) any representation or warranty of the Servicer herein or in any other Related Document or in any written statement, report, financial statement or certificate (other than any Borrowing Request) made or delivered by the Servicer to any Affected Party hereto or thereto is untrue or incorrect in any material respect as of the date when made or deemed made and either (A) such representation and warranty, if relating to any Transferred Receivable, has not been cured by the repurchase of any such Transferred Receivable pursuant to Section 4.04 or (B) if the circumstances giving rise to such untrue or incorrect information, representation or warranty are susceptible to being cured in all material respects, such untrue or incorrect information, representation or warranty shall not be cured in all material respects for five (5) days after the earlier to occur of (i) the date on which an Authorized Officer of the Servicer shall obtain knowledge thereof, or (ii) the date on which written notice thereof shall have been given to the Servicer; or

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(i) a Termination Event described in Sections 8.01(s), (u), (v) or (x) of the Funding Agreement; or

(j) except as otherwise permitted hereunder, the Servicer shall assign or purport to assign any of its obligations hereunder without the prior written consent of the Buyer; or

(k) a Change of Control shall occur;

then, and in any such event, the Buyer may, by delivery of a Servicer Termination Notice to the Servicer, terminate the servicing responsibilities of the Servicer hereunder, without demand, protest or further notice of any kind, all of which are hereby waived by the Servicer. Upon the delivery of any such notice, all authority and power of the Servicer under this Agreement shall pass to and be vested in the Successor Servicer acting pursuant to Section 9.02; provided, that notwithstanding anything to the contrary herein, the Servicer agrees to continue to follow the procedures set forth in Section 7.02 with respect to Collections on the Transferred Receivables until a Successor Servicer has assumed the responsibilities and obligations of the Servicer in accordance with Section 9.02.

ARTICLE IX

SUCCESSOR SERVICER PROVISIONS

Section 9.01. Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon a determination that (a) the performance of its duties hereunder has become impermissible under applicable law or regulation and (b) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder become permissible under applicable law. Any such determination shall (i) with respect to clause (a) above, be evidenced by an opinion of counsel to such effect and (ii) with respect to clause (b) above, be evidenced by an Officer’s Certificate to such effect, in each case delivered to the Administrative Agent. No such resignation shall become effective until a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 9.02.

Section 9.02. Appointment of the Successor Servicer. In connection with the termination of the Servicer’s responsibilities or the resignation by the Servicer under this Agreement pursuant to Sections 8.01 or 9.01, the Buyer may at any time appoint a successor servicer to the Servicer that shall be acceptable to the Administrative Agent (at the direction of the Requisite Lenders) and shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement (the Administrative Agent, in such capacity, or such successor servicer being referred to as the “Successor Servicer”); provided, that the Successor Servicer shall have no responsibility for any actions of the Servicer prior to the date of its appointment or assumption of duties as Successor Servicer. In selecting a Successor Servicer, the Buyer may (but shall not be required to) obtain bids from any potential Successor Servicer and may agree to any bid it deems appropriate with the consent of the Administrative Agent (at the direction of the Requisite Lenders). The Successor Servicer shall accept its appointment by executing, acknowledging and delivering to the Buyer an instrument in form and substance acceptable to the Buyer.

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Section 9.03. Duties of the Servicer. The Servicer covenants and agrees that, following the appointment of, or assumption of duties by, a Successor Servicer:

(a) The Servicer shall terminate its activities as Servicer hereunder in a manner that facilitates the transfer of servicing duties to the Successor Servicer and is otherwise acceptable to the Buyer and, without limiting the generality of the foregoing, shall, at its own expense, timely deliver (i) any funds to the Administrative Agent that were required to be remitted to the Administrative Agent for deposit in a Collection Account under the Funding Agreement and (ii) copies of all Servicing Records and other information with respect to the Transferred Receivables to the Successor Servicer at a place selected by the Successor Servicer. The Servicer shall cooperate with the Successor Servicer in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement and shall account for all funds and shall execute and deliver such instruments and do such other things as may be required to vest and confirm in the Successor Servicer all rights, powers, duties, responsibilities, obligations and liabilities of the Servicer. All reasonable costs and expenses (including reasonable attorneys’ fees) incurred in connection with transferring all files and other documents in respect of the Transferred Receivables to the Successor Servicer shall be for the account of the predecessor Servicer.

(b) The Servicer shall terminate each existing Sub-Servicing Agreement and the Successor Servicer shall not be deemed to have assumed any of the Servicer’s interests therein or to have replaced the Servicer as a party thereto.

(c) In the event that the Servicer is terminated as Servicer hereunder but no Successor Servicer has been appointed, the Servicer shall timely deliver to the Administrative Agent or its designee, at a place designated by the Administrative Agent or such designee, all Servicing Records and other information with respect to the Transferred Receivables which otherwise would be required to be delivered to the Successor Servicer under Section 9.03(a) above, and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred in connection with transferring such files and other documents to the Administrative Agent shall be for the account of the predecessor Servicer.

Section 9.04. Effect of Termination or Resignation. Any termination of or resignation by the Servicer hereunder shall not affect any claims that the Buyer or its assigns may have against the Servicer for events or actions taken or not taken by the Servicer arising prior to any such termination or resignation.

Section 9.05. Power of Attorney. On the Closing Date, the Servicer shall execute and deliver a power of attorney in substantially the form attached hereto as Exhibit 9.05 (a “Power of Attorney”). The Power of Attorney is a power coupled with an interest and shall be irrevocable until this Agreement has terminated in accordance with its terms and all of the Transferred Receivables have been indefeasibly paid or otherwise written off as uncollectible. The powers conferred on the Buyer under each Power of Attorney are solely to protect the interests of the Buyer in the Transferred Receivables and the ability of the Successor Servicer to assume the servicing rights, powers and responsibilities of the Servicer hereunder and shall not impose any duty upon the Buyer or the Successor Servicer to exercise any such powers.

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Section 9.06. No Proceedings. Each Originator and Servicer agrees that, from and after the Closing Date and until the date one year plus one day following the Termination Date, it will not, directly or indirectly, institute or cause to be instituted against the Buyer any proceeding of the type referred to in Sections 8.01(d) and 8.01(e) of the Funding Agreement. This Section 9.06 shall survive the termination of this Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties have caused this Receivables Sale and Servicing Agreement to be executed by their respective duly authorized representatives, as of the date first above written.

JOSEPH T. RYERSON & SON, INC., as an Originator

By

Name

Title

RYERSON FUNDING LLC, as Buyer

By

Name

Title

JOSEPH T. RYERSON & SON, INC., as Servicer

By

Name

Title

RYERSON INC., as Parent

By

Name

Title

S-1

EX-4.5(B)

EXHIBIT 4.5(b)

RECEIVABLES FUNDING AND ADMINISTRATION AGREEMENT

Dated as of January 26, 2007

by and among

RYERSON FUNDING LLC,

as Borrower,

THE PERSONS SIGNATORY HERETO FROM TIME TO TIME AS LENDERS,

THE PERSONS SIGNATORY HERETO FROM TIME TO TIME AS GROUP AGENTS,

GENERAL ELECTRIC CAPITAL CORPORATION,

as Structuring Agent,

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

TABLE OF CONTENTS

		Page
ARTICLE I. DEFINITIONS AND INTERPRETATION		1
Section 1.01.	Definitions	1
Section 1.02.	Rules of Construction	1
ARTICLE II. AMOUNTS AND TERMS OF ADVANCES		2
Section 2.01.	Advances.	2
Section 2.02.	Optional Changes in Aggregate Commitment.	3
Section 2.03.	Procedures for Making Advances.	4
Section 2.04.	Pledge and Release of Transferred Receivables.	7
Section 2.05.	Commitment Termination Date	8
Section 2.06.	Interest; Charges.	8
Section 2.07.	Fees.	8
Section 2.08.	Application of Collections; Time and Method of Payments.	9
Section 2.09.	Capital Requirements; Additional Costs.	12
Section 2.10.	Breakage Costs	13
ARTICLE III. CONDITIONS PRECEDENT		14
Section 3.01.	Conditions to Effectiveness of Agreement	14
Section 3.02.	Conditions Precedent to All Advances	16
ARTICLE IV. REPRESENTATIONS AND WARRANTIES		17
Section 4.01.	Representations and Warranties of the Borrower	17
ARTICLE V. GENERAL COVENANTS OF THE BORROWER		26
Section 5.01.	Affirmative Covenants of the Borrower	26
Section 5.02.	Reporting Requirements of the Borrower	28
Section 5.03.	Negative Covenants of the Borrower	29
ARTICLE VI. ACCOUNTS		31
Section 6.01.	Establishment of Accounts.	31
ARTICLE VII. GRANT OF SECURITY INTERESTS		33
Section 7.01.	Borrower’s Grant of Security Interest	33
Section 7.02.	Borrower’s Agreements	34

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Section 7.03.	Delivery of Collateral	34
Section 7.04.	Borrower Remains Liable	35
Section 7.05.	Covenants of the Borrower Regarding the Borrower Collateral.	35
ARTICLE VIII. TERMINATION EVENTS		38
Section 8.01.	Termination Events	38
ARTICLE IX. REMEDIES		42
Section 9.01.	Actions Upon Termination Event	42
Section 9.02.	Exercise of Remedies	44
Section 9.03.	Power of Attorney	44
Section 9.04.	Continuing Security Interest	44
ARTICLE X. INDEMNIFICATION		45
Section 10.01.	Indemnities by the Borrower.	45
ARTICLE XI. ADMINISTRATIVE AGENT; GROUP AGENTS		47
Section 11.01.	Authorization and Action	47
Section 11.02.	Reliance	47
Section 11.03.	JPMorgan and Affiliates	48
Section 11.04.	Lender Credit Decision	48
Section 11.05.	Indemnification	48
Section 11.06.	Successor Administrative Agent	49
Section 11.07.	Setoff and Sharing of Payments	49
Section 11.08.	Group Agent Authorization and Action	50
Section 11.09.	Reliance	50
Section 11.10.	Group Agents and Affiliates	51
Section 11.11.	Indemnification	51
Section 11.12.	Successor Group Agents	51
Section 11.13.	Administrative Agent Action Upon Certain Events	52
Section 11.14.	Structuring Agent	52
ARTICLE XII. MISCELLANEOUS		52
Section 12.01.	Notices	52
Section 12.02.	Binding Effect; Assignability.	54
Section 12.03.	Termination; Survival of Borrower Obligations Upon Commitment Termination Date.	57
Section 12.04.	Costs, Expenses and Taxes	58
Section 12.05.	Confidentiality.	59
Section 12.06.	Complete Agreement; Modification of Agreement	60
Section 12.07.	Amendments and Waivers.	61

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Section 12.08.	No Waiver; Remedies	62
Section 12.09.	GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.	63
Section 12.10.	Counterparts	64
Section 12.11.	Severability	64
Section 12.12.	Section Titles	64
Section 12.13.	Further Assurances.	64
Section 12.14.	No Proceedings	65
Section 12.15.	Limitation of Liability.	65

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THIS RECEIVABLES FUNDING AND ADMINISTRATION AGREEMENT (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Agreement”) is entered into as of January 26, 2007 by and among Ryerson Funding LLC, a Delaware limited liability company (the “Borrower”), the persons signatory hereto from time to time as conduit lenders (the “Conduit Lenders”), the Persons signatory hereto from time to time as Committed Lenders (the “Committed Lenders” and together with the Conduit Lenders, the “Lenders”), the Persons signatory hereto from time to time as group agents (the “Group Agents”), General Electric Capital Corporation, as Structuring Agent (the “Structuring Agent”), and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”).

RECITALS

A. The Borrower is a special purpose limited liability company the sole member of which is Joseph T. Ryerson & Son, Inc. (in such capacity, the “Member”).

B. The Borrower has been formed for the purpose of purchasing, or otherwise acquiring by capital contribution, Receivables of the Originators party to the Sale Agreement.

C. The Borrower intends to fund its purchases of the Receivables, in part, by borrowing Advances hereunder and pledging all of its right, title and interest in and to the Receivables as security therefor, and, subject to the terms and conditions hereof, the Lenders intend to make such Advances, from time to time, as described herein.

D. The Administrative Agent has been requested and is willing to act as administrative agent on behalf of each of the Lenders in connection with the making and financing of such Advances.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS AND INTERPRETATION

Section 1.01. Definitions. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Annex X.

Section 1.02. Rules of Construction. For purposes of this Agreement, the rules of construction set forth in Annex X shall govern. All Appendices hereto, or expressly identified to this Agreement, are incorporated herein by reference and, taken together with this Agreement, shall constitute but a single agreement.

ARTICLE II.

AMOUNTS AND TERMS OF ADVANCES

Section 2.01. Advances.

(a) Advances. (i) From and after the Effective Date and until the Commitment Termination Date and subject to the terms and conditions hereof, each Conduit Lender may, in its sole discretion, and each Committed Lender shall, if the Conduit Lenders (if any) in its related Lender Group elect not to, make Lender advances (each such advance hereunder, an “Advance”) to the Borrower from time to time in an amount, for each Lender Group, equal to its Lender Group Percentage of the Advance requested by the Borrower. If a Lender Group has more than one Conduit Lender, the applicable Group Agent shall, in its sole discretion, allocate the Lender Group Percentage of such Advance among such Conduit Lenders in its Group (subject to each Conduit Purchaser’s decision to fund such portion of such Advance). If a Lender Group has more than one Committed Lender, each such Committed Lender shall lend its Committed Lender Share of the applicable Lender Group Percentage of each requested Advance, to the extent such Advance is not made by the related Conduit Lenders (if any). The Outstanding Principal Amount of all Advances shall not at any time exceed the Aggregate Commitment, the Outstanding Principal Amount of Advances made by each Committed Lender shall not exceed such Lender’s several Commitment and the Outstanding Principal Amount of all Advances made by each Lender Group shall not exceed such Lender Group’s several Group Limit. Except to the extent provided in Section 2.06(c), no Lender shall make any Advances if, after giving effect thereto, a Funding Excess would exist. The Borrower may from time to time borrow, repay and reborrow Advances hereunder on the terms and conditions set forth herein.

(ii) The Borrower shall execute and deliver to each Committed Lender that makes a request therefor, a note to evidence the Advances which may be made hereunder from time to time by such Lender. Each such note shall be (x) in the principal amount of the Commitment of the applicable Lender, (y) dated as of the date of issuance thereof, and (z) substantially in the form of Exhibit 2.01(a)(ii) (each, a “Note”). Each Note shall represent the obligation of the Borrower to pay the amount of each Lender’s Commitment or, if less, the portion of the aggregate Outstanding Principal Amount of all outstanding Advances made to the Borrower by such Committed Lender, together with interest thereon as prescribed in Section 2.06. The Outstanding Principal Amount of Advances and all other accrued and unpaid Borrower Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date; provided that if the Commitment Termination Date has occurred pursuant to clause (b) of the definition thereof and no Termination Event has occurred and is continuing, the Outstanding Principal Amount of Advances shall become due and payable as Collections are available to repay the Outstanding Principal Amount in accordance with Section 2.08.

(b) Swing Line Advances. The portion of each Advance to be funded by the GE Group shall be made by General Electric Capital Corporation (the “GE Swing Line Lender”) as a swing line advance (each, a “Swing Line Advance”) for the benefit of the Lenders in the GE

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Group. Each Swing Line Advance made by the GE Swing Line Lender shall be deemed to be the portion of the Advance funded by the Lenders in the GE Group for all purposes of this Agreement and each Swing Line Advance shall be an arrangement between the GE Group Agent and the Lenders in the GE Group only; provided that all obligations of the Borrower with respect to the related Advance shall not be affected by any Swing Line Advance made hereunder. The GE Group Agent, at any time and from time to time no less frequently than once per month, shall request each Lender in the GE Group to pay its portion of the Swing Line Advances to the GE Swing Line Lender, which payment shall convert such Swing Line Advance to a “Revolving Credit Advance” made directly by the Lenders in the GE Group. Each such Lender in the GE Group shall disburse directly to the GE Swing Line Lender, its Committed Lender Share of such Revolving Credit Advance prior to 3:00 p.m. (New York time), in immediately available funds on the Business Day next succeeding the date on which such request is made.

Section 2.02. Optional Changes in Aggregate Commitment.

(a) The Borrower may, not more than twice during each calendar year, reduce the Aggregate Commitment permanently; provided, that (i) the Borrower shall give ten Business Days’ prior written notice of any such reduction to each Group Agent and the Administrative Agent substantially in the form of Exhibit 2.02(a) (each such notice, a “Commitment Reduction Notice”), (ii) any partial reduction of the Aggregate Commitment shall be in a minimum amount of $5,000,000 or an integral multiple thereof and (iii) no such partial reduction shall reduce the Aggregate Commitment below the greater of (x) the Outstanding Principal Amount at such time and (y) $250,000,000. Any such reduction in the Aggregate Commitment shall result in (i) a reduction in each Committed Lender’s Commitment in an amount equal to such Committed Lender’s Pro Rata Share of the amount by which the Aggregate Commitment is being reduced and (ii) a reduction in each Lender Group Limit in an amount equal to such Lender Group’s Lender Group Percentage of the amount by which the Aggregate Commitment is being reduced.

(b) The Borrower may, at any time, on at least 30 days’ prior written notice by the Borrower to each Group Agent and the Administrative Agent, irrevocably terminate the Aggregate Commitment; provided, that (i) such notice of termination shall be substantially in the form of Exhibit 2.02(b) (the “Commitment Termination Notice”) and (ii) the Borrower shall reduce the aggregate outstanding amount of Advances and all other Borrower Obligations to zero and make all payments required by Section 2.03(h) at the time and in the manner specified therein. Upon such termination, the Borrower’s right to request that any Lender make Advances shall simultaneously terminate and the Commitment Termination Date shall automatically occur.

(c) Each written notice delivered pursuant to Sections 2.02(a) and (b) shall be irrevocable and shall be effective (i) on the day of receipt if received by the Administrative Agent and each Group Agent not later than 4:00 p.m. (New York time) on any Business Day and (ii) on the immediately succeeding Business Day if not received by the Administrative Agent and each Group Agent by such time on such Business Day or if any such notice is received on a day other than a Business Day (regardless of the time of day such notice is received). Each such notice of termination or reduction shall specify, respectively, the amount of, or the amount of the proposed reduction in, the Aggregate Commitment.

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(d) So long as no Incipient Termination Event or Termination Event shall have occurred and be continuing, the Borrower may at any time request one or more increases in the Aggregate Commitment from any existing Committed Lender or any other Person which the Borrower proposes to become a Committed Lender hereunder. In the event that such current or proposed Committed Lender agrees to provide such increase in the Aggregate Commitment, the Borrower shall execute and provide such amendments, Joinder Agreements and other documentation as reasonably requested by such current or proposed Committed Lender to evidence such increase; provided, that such increase shall not be effective unless (i) the Borrower shall have given at least ten (10) Business Days’ prior written notice of such increase to the Administrative Agent and each Group Agent and (ii) if such increase shall cause the Aggregate Commitment to exceed $650,000,00, all of the existing Group Agents have consented to such increase.

Section 2.03. Procedures for Making Advances.

(a)(i) Borrowing Requests. Except as provided in Section 2.06(c), each Borrowing shall be made upon notice by the Borrower to each Group Agent in the manner provided herein. Any such notice must be given in writing so that it is received no later than 12:00 noon (New York time) at least two (2) Business Days prior to the proposed Advance Date set forth therein. Each such notice (a “Borrowing Request”) shall (i) be substantially in the form of Exhibit 2.03(a), (ii) be irrevocable and (iii) specify the amount of the requested Borrowing (which shall be in a minimum amount of $1,000,000 or an integral multiple of $500,000 in excess of $1,000,000), the allocation of such amount among the Lender Groups (which allocation shall be made based on the Lender Group Percentages) and the proposed Advance Date (which shall be a Business Day). Unless a LIBOR Rate Disruption Event shall have occurred, each Advance shall be a LIBOR Rate Advance; provided that the portion of any Advance funded by a Conduit Lender by the issuance of Commercial Paper shall be a CP Rate Advance.

(ii) Conduit Lender Acceptance or Rejection. If a Conduit Lender shall receive a Borrowing Request, such Conduit Lender shall instruct the related Group Agent to accept or reject such request by no later than the close of business on the Business Day immediately following the date of the applicable Borrowing Request. If a Conduit Lender rejects a Borrowing Request, the related Group Agent shall promptly notify the Borrower and the related Committed Lenders of such rejection. At no time will a Conduit Lender be obligated to make Advances hereunder regardless of any notice given or not given pursuant to this Section. If a Conduit Lender rejects a Borrowing Request, any Advance requested by the Borrower in such Borrowing Request that would otherwise be made by such Conduit Lender shall be made by the related Committed Lenders in its Lender Group in accordance with their respective Committed Lender Shares of such Advance and, on the related Advance Date.

(b) Advances; Payments.

(i) Each Group Agent shall, promptly after receipt of a Borrowing Request and in any event prior to 12:00 noon (New York time) on the date such

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Borrowing Request is deemed received, by telecopy, telephone or other similar form of communication notify each Lender in its Lender Group of its receipt of a Borrowing Request. On each Advance Date, each applicable Lender shall remit its share of the aggregate amount of the Advance requested by the Borrower to the account of its related Group Agent specified therefor to such Lender by 12:00 noon (New York City time) by wire transfer of same day funds. After receipt of such wire transfers (or, in each Group Agent’s sole discretion in accordance with Section 2.03(c), before receipt of such wire transfers), subject to the terms hereof (including, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), each Group Agent shall make available to the Borrower by deposit into the account specified by the Borrower on the Advance Date therefor, the applicable Lender Group Percentage of the lesser of (x) the amount of the requested Borrowing and (y) the Funding Availability. All payments by each Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind.

(ii) On each Interest Payment Date, each Group Agent will advise each Lender by telephone or telecopy of the amount of such Lender’s share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each applicable Advance. Provided that such Lender has made all payments required to be made by it and purchased all participations required to be purchased by it under this Agreement and the other Related Documents as of such Interest Payment Date, each Group Agent will pay to each Lender in its Lender Group such Lender’s share of principal, interest and Fees with respect to each applicable Advance, paid by the Borrower since the previous Interest Payment Date for the benefit of that Lender. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender) not later than 1:00 p.m. (New York time) on each Interest Payment Date.

(c) Availability of Lenders’ Advances. Each Group Agent may assume that each Lender will make its share of each Borrowing of Advances available to such Group Agent on each Advance Date. If a Group Agent has made available to the Borrower such Lender’s share of any such Borrowing but such amount is not, in fact, paid to such Group Agent by such Lender when due, such Group Agent will be entitled to recover such amount on demand from such Lender without set-off, counterclaim or deduction of any kind. If any Lender fails to pay the amount of its share of an Advance forthwith upon the Group Agent’s demand, such Group Agent shall promptly notify the Borrower and the Borrower shall immediately repay such amount to such Group Agent. Nothing in this Section 2.03(c) or elsewhere in this Agreement or the other Related Documents shall be deemed to require any Group Agent to advance funds on behalf of any Lender or to relieve any Committed Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder. To the extent that a Group Agent advances funds to the Borrower on behalf of any Lender and is not reimbursed therefor on the same Business Day as such Advance is made, such Group Agent shall be entitled to retain for its account all interest accrued on such Advance from the date of such Advance to the date such Advance is reimbursed by the applicable Lender.

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(d) Return of Payments. (i) If the Administrative Agent or a Group Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by the Administrative Agent or such Group Agent, as applicable, from the Borrower and such related payment is not received by the Administrative Agent or such Group Agent, as applicable, then the Administrative Agent or such Group Agent, as applicable, will be entitled to recover such amount from such Lender on demand without set-off, counterclaim or deduction of any kind.

(ii) If at any time any amount received by the Administrative Agent or any Group Agent under this Agreement must be returned to the Borrower or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Related Document, the Administrative Agent or such Group Agent, as applicable, will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to the Administrative Agent or such Group Agent, as applicable, on demand any portion of such amount that the Administrative Agent or such Group Agent, as applicable, has distributed to such Lender, together with interest at such rate, if any, as the Administrative Agent or such Group Agent, as applicable, is required to pay to the Borrower or such other Person, without set-off, counterclaim or deduction of any kind.

(e) Non-Funding Lenders. Each Committed Lender’s obligation hereunder shall be several, such that the failure of any Committed Lender to make a payment in connection with any purchase hereunder shall not relieve any other Committed Lender of its obligation hereunder to make payment for any Advance. Further, in the event any Committed Lender fails to satisfy its obligation to make an Advance as required hereunder, upon receipt of notice of such failure from the Administrative Agent (or any relevant Group Agent), subject to the limitations set forth herein, the non-defaulting Committed Lenders in such defaulting Committed Lender’s Lender Group shall purchase the defaulting Committed Lender’s Committed Lender Share of the related Advance pro rata in proportion to their relative Committed Lender Shares (determined without regard to the Committed Lender Share of the defaulting Committed Lender; it being understood that a defaulting Committed Lender’s Committed Lender Share of any Advance shall be first put to the Committed Lenders in such defaulting Committed Lender’s Lender Group and thereafter if there are not other Committed Lenders in such Lender Group or if such other Committed Lenders are fully committed or are also defaulting Committed Lenders, then such defaulting Committed Lender’s Committed Lender Share of such Advance shall be put to each other Lender Group ratably and applied in accordance with this paragraph (e)). Notwithstanding anything in this paragraph (e) to the contrary, no Committed Lender shall be required to make an Advance pursuant to this paragraph for an amount which would cause the aggregate Advances of such Committed Lender (after giving effect to such Advance) to exceed its Commitment.

(f) Dissemination of Information. The Administrative Agent will use reasonable efforts to provide each Group Agent and each Lender with (i) any notice of an Incipient Termination Event or Termination Event received by the Administrative Agent from, or delivered by the Administrative Agent to, the Borrower, (ii) notice of any Termination Event of which the Administrative Agent has actually become aware and (iii) notice of any action taken by the Administrative Agent following any Termination Event; provided, however, that, in the absence of gross negligence or willful misconduct, the Administrative Agent shall not be liable to any Group Agent or Lender for any failure to do so.

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(g) Actions in Concert. Anything in this Agreement to the contrary notwithstanding, each Lender and each Group Agent hereby agrees with each other Lender and Group Agent that no Lender or Group Agent shall take any action to protect or enforce its rights arising out of this Agreement or the Notes (including exercising any rights of set-off) without first obtaining the prior written consent of the Requisite Lenders, it being the intent of the Lenders that any such action to protect or enforce rights under this Agreement and the Notes shall, subject to any provision herein requiring that each Lender consent to a particular action, be taken in concert and at the direction or with the consent of the Requisite Lenders.

(h) Principal Repayments. The Borrower may at any time repay outstanding Advances hereunder; provided that (i) the Borrower shall give not less than one Business Day’s prior written notice of any such repayment to each Group Agent substantially in the form of Exhibit 2.03(h) (each such notice, a “Repayment Notice”), (ii) each such notice shall be irrevocable, (iii) each such notice shall specify the amount of the requested repayment and the proposed date of such repayment (which shall be a Business Day), (iv) any such repayment shall be applied to the outstanding Advances based on the Lender Group Percentages and (v) any such repayment must be accompanied by payment of (A) all interest accrued and unpaid on the portion of the outstanding principal balance of the Advances to be repaid through but excluding the date of such repayment and (B) the amounts required to be paid in accordance with Section 2.10, if any. Any such notice of repayment must be received by each Group Agent no later than 2:00 p.m. (New York time) on the Business Day immediately preceding the date of the proposed repayment; provided, further, that the foregoing requirements shall not apply to repayment of the outstanding principal amount of Advances as a result of the application of Collections pursuant to Section 2.08.

Section 2.04. Pledge and Release of Transferred Receivables.

(a) Pledge. The Borrower shall indicate in its Records that the Transferred Receivables have been pledged hereunder and that the Administrative Agent has a lien on and security interest in all such Transferred Receivables for the benefit of the Secured Parties. The Borrower shall, and shall cause the Servicer to, hold all Contracts and other documents relating to such Transferred Receivables in trust for the benefit of the Administrative Agent on behalf of the Secured Parties in accordance with their interests hereunder.

(b) Repurchases of Transferred Receivables. If an Originator is required to repurchase Transferred Receivables from the Borrower pursuant to Section 4.04 of the Sale Agreement, upon payment by such Originator to a Collection Account of the applicable repurchase price thereof (which repurchase price shall not be less than an amount equal to the Billed Amount of such Transferred Receivable minus the Collections received in respect thereof), the Administrative Agent on behalf of the Secured Parties shall release their liens on and security interests in the Transferred Receivables being so repurchased and shall, if requested by such Originator, and at the sole cost and expense of such Originator, at such time, take all reasonable steps to authorize and more fully evidence such release in all applicable jurisdictions.

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Section 2.05. Commitment Termination Date. Notwithstanding anything to the contrary set forth herein, no Lender shall have any obligation to make any Advances from and after the Commitment Termination Date.

Section 2.06. Interest; Charges.

(a) The Borrower shall pay interest to each Group Agent, for the ratable benefit of the Lenders in its Lender Group, with respect to the outstanding amount of each Advance made or maintained by each Lender in its Lender Group, in arrears on each applicable Interest Payment Date, (i) for each LIBOR Rate Advance, at the applicable LIBOR Rate as in effect from time to time during the period applicable to such Interest Payment Date, (ii) for each Index Rate Advance outstanding from time to time, at the applicable Index Rate as in effect from time to time during the period applicable to such Interest Payment Date and (iii) for each CP Rate Advance outstanding from time to time, at the applicable CP Rate as in effect from time to time during the period applicable to such Interest Payment Date. Interest for each Advance shall be calculated based upon actual days elapsed during the applicable calendar month or other period, for a 360 day year (or in the case of any Index Rate Advance, a 365 day year) based upon actual days elapsed since the last Interest Payment Date. Unless a LIBOR Rate Disruption Event shall have occurred, each Advance shall be a LIBOR Rate Advance; provided that the portion of any Advance funded by a Conduit Lender by the issuance of Commercial Paper shall be a CP Rate Advance. With respect to each CP Rate Advance, on or prior to the second Business Day prior to each Interest Payment Date, each applicable Group Agent shall notify the Borrower of the applicable CP Rate for the applicable Settlement Period.

(b) So long as any Termination Event shall have occurred and be continuing, the interest rates applicable to each Advance and any other unpaid Borrower Obligation hereunder shall be increased by two percent (2.0%) per annum (such increased rate, the “Default Rate”), and all outstanding Borrower Obligations shall bear interest at the applicable Default Rate from the date of such Termination Event until such Termination Event is waived or cured.

(c) Each Group Agent is authorized to, and at its sole election may, charge to the Borrower as Advances and cause to be paid all Fees, Rating Agency fees, expenses, charges, costs, interest and principal, other than principal of the Advances, owing by the Borrower under this Agreement or any of the other Related Documents if and to the extent the Borrower fails to pay any such amounts if, as and when due, and any charges so made shall constitute part of the Outstanding Principal Amount hereunder even if such charges would cause the aggregate balance of the Outstanding Principal Amount to exceed the Borrowing Base.

Section 2.07. Fees.

(a) On the Effective Date, the Borrower shall pay to each Group Agent, for the account of itself and the Lenders in its Group, as applicable, the fees set forth in the Fee Letter that are payable on the Effective Date.

(b) From and after the Closing Date, as additional compensation for the Lenders, the Borrower agrees to pay to each Group Agent, for the ratable benefit of such Lenders in its Group, monthly in arrears, on each Settlement Date prior to the Commitment Termination Date and on the Commitment Termination Date, the Unused Commitment Fee.

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(c) On each Settlement Date, the Borrower shall pay to the Servicer or to the Successor Servicer, as applicable, the Servicing Fee or the Successor Servicing Fees and Expenses, respectively, in each case to the extent of available funds therefor pursuant to Section 2.08.

Section 2.08. Application of Collections; Time and Method of Payments.

(a) Each Advance shall mature, and be payable, on the earlier of (i) the date funds are allocated to such Advance pursuant to clause (v) of subsection (c) below (and in such case only to the extent of the funds so allocated), and (ii) the Commitment Termination Date, in which case such Advance shall be payable in full; provided that if the Commitment Termination Date has occurred pursuant to clause (b) of the definition thereof and no Termination Event has occurred and is continuing, clause (i) of this paragraph (a) shall apply.

(b) Prior to the Commitment Termination Date, any Collections received by the Borrower or the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Borrower Obligations as provided in this Section 2.08. Any Collections not required to be set aside prior to the Commitment Termination Date may be used by the Borrower for the payment of the purchase price for new Receivables under the Sale Agreement. On the Commitment Termination Date and on each day thereafter, the Borrower shall cause the Servicer to set aside and hold in trust for the Secured Parties all Collections received on such day and an additional amount for the payment of any accrued and unpaid Borrower Obligations owed by the Borrower and not previously paid by Borrower; provided that if the Administrative Agent has exercised its right to obtain exclusive control over the Collection Accounts, all Collections shall be held by the Administrative Agent or its designee for application pursuant to this Section 2.08. On and after the Commitment Termination Date, the Borrower shall and shall cause the Servicer to, at any time upon the request from time to time by (or pursuant to standing instructions from) the Administrative Agent (i) remit to the Administrative Agent’s account the amounts set aside pursuant to the preceding sentence, and (ii) apply such amounts in accordance with this Section 2.08.

(c) On each Settlement Date, each Interest Payment Date, and, if directed by any Group Agent, on each Business Day after the occurrence of any Termination Event, the Borrower shall (or cause the Servicer to) withdraw amounts on deposit in the Collection Accounts, and pay such amounts, together with those additional amounts and those amounts received into the Collection Accounts that were set aside pursuant to paragraph (b) above, as follows in the following order of priority; provided that if the Administrative Agent shall have exercised its right to obtain exclusive control over the Collection Accounts, then the Administrative Agent shall disburse such amounts in accordance with this paragraph (c):

(i) first, to the extent then due and payable, all unreimbursed expenses of the Administrative Agent which are reimbursable pursuant to the terms hereof to the Administrative Agent; provided, that, the aggregate amount paid pursuant to this clause (i) in any calendar year shall not exceed $100,000;

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(ii) second, if such day is an Interest Payment Date, to each Group Agent for the payment of accrued and unpaid interest for the applicable Lender Group which is then due and payable in respect of the applicable Advances, pro rata among the Lender Groups based on the amount of interest payable to the Lenders at such time;

(iii) third, to the Servicer for the payment of the Servicing Fee due and payable as of such date;

(iv) fourth, if such day is a Settlement Date and no Termination Event has occurred and is continuing, to each Group Agent for the payment of accrued and unpaid Fees for the applicable Lender Group which are then due and payable, pro rata among the Lender Groups based on the amount of Fees payable to the Group Agents at such time;

(v) fifth, (x) first, if and to the extent a Funding Excess exists on such day, to each Group Agent to repay the Advances in an amount equal to the amount of such Funding Excess, which repayment shall be made to each Group Agent pro rata in accordance with the Lender Group Percentages (together with amounts payable with respect thereto under Section 2.10), and (y) second, if, after giving effect to any repayment made pursuant to the previous clause (x), any of the conditions precedent set forth in Section 3.02 shall not be satisfied, to each Group Agent for the payment of the portion of the Outstanding Principal Amount of all Advances funded by its Lender Group, together with amounts payable with respect thereto under Section 2.10, if any, pro rata among the Lender Groups based on the amount of the Advances payable to each Lender Group at such time;

(vi) sixth, if such day is a Settlement Date and any Termination Event has occurred and is continuing, to each Group Agent for the payment of accrued and unpaid Fees for the applicable Lender Group which are then due and payable, pro rata among the Lender Groups based on the amount of Fees payable to the Group Agents at such time;

(vii) seventh, to the extent then due and payable and not already paid in accordance with clause (i) of this subsection (c) above, to the Administrative Agent for the payment of all unreimbursed expenses of the Administrative Agent which are reimbursable pursuant to the terms hereof;

(viii) eighth, to the extent then due and payable, pro rata, to each Group Agent for the payment of all other obligations (other than the principal amount of any Advances unless the Commitment Termination Date has occurred or a Termination Event has occurred and is continuing) of the Borrower accrued and unpaid hereunder for the applicable Lender Group, including, without limitation, the expenses of the Lenders reimbursable under Section 12.04, based on the amount of such obligations payable to each Lender at such time; and

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(ix) ninth, to be paid to the Borrower.

Notwithstanding the foregoing, at any time the Borrower is required to repay Advances pursuant to paragraph (d) below and such day is not a day on which distributions would otherwise be made pursuant to this paragraph (c), the Borrower may withdraw funds from the Collection Accounts in order to make such repayment.

(d) If and to the extent a Funding Excess exists on any Business Day, the Borrower shall repay the Advances in an amount equal to the amount of such Funding Excess by no later than 2:00 p.m. (New York time) on the immediately succeeding Business Day, which repayment shall be made to each Group Agent pro rata in accordance with the Lender Group Percentages (together with amounts payable with respect thereto under Section 2.10).

(e) At all times after the Administrative Agent shall have exercised its right to obtain exclusive control over the Collection Accounts, the Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of the Borrower, and the Borrower hereby irrevocably agrees that any and all such payments shall be applied by the Administrative Agent and the Group Agents in accordance with this Section 2.08. In the event the Borrower is required to make a payment pursuant to paragraph (d) above at a time when the Administrative Agent has exercised its right to obtain exclusive control over the Collection Accounts and the required payment date is not a day on which distributions would otherwise be made pursuant to paragraph (c) above, the Administrative Agent shall withdraw funds from the Collection Accounts to the extent available, in order to make such required repayment.

(f) All payments of principal of the Advances and all payments of interest, Fees and other amounts payable by the Borrower hereunder shall be made in Dollars, in immediately available funds. If any such payment becomes due on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day and interest thereon at the LIBOR Rate (in the case of LIBOR Rate Advances), at the CP Rate (in the case of CP Rate Advances) or the Index Rate (in all other cases) shall be payable during such extension. Payments received at or prior to 2:00 p.m. (New York time) on any Business Day shall be deemed to have been received on such Business Day. Payments received after 2:00 p.m. (New York time) on any Business Day or on a day that is not a Business Day shall be deemed to have been received on the following Business Day.

(g) Any and all payments by the Borrower hereunder shall be made in accordance with this Section 2.08 without setoff or counterclaim and free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, Charges or withholdings, excluding all Excluded Taxes (such non-excluded taxes, levies, imposts, deductions, Charges and withholdings being “Indemnified Taxes”). If the Borrower shall be required by law to deduct any Indemnified Taxes from or in respect of any sum payable hereunder, (i) the sum payable shall be increased as much as shall be necessary so that after

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making all required deductions (including deductions applicable to additional sums payable under this Section 2.08) the Affected Party entitled to receive any such payment receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, and (iii) the Borrower shall pay the full amount deducted to the relevant taxing or other authority in accordance with applicable law. Within 30 days after the date of any payment of Indemnified Taxes, the Borrower shall furnish to the Administrative Agent and each Group Agent the original or a certified copy of a receipt evidencing payment thereof. The Borrower shall indemnify any Affected Party from and against, and, within ten days of demand therefor, pay any Affected Party for, the full amount of Indemnified Taxes (together with any taxes imposed by any jurisdiction on amounts payable under this Section 2.08) paid by such Affected Party and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally asserted.

(h) Upon receipt of a notice in accordance with Section 7.03 of the Sale Agreement, the Administrative Agent shall, if such amounts have not been applied to the Borrower Obligations, segregate the Unrelated Amounts and the same shall not be deemed to constitute Collections on Transferred Receivables.

Section 2.09. Capital Requirements; Additional Costs.

(a) If any Affected Party shall have determined that, after the date hereof, the adoption of or any change in, or any change in the interpretation or administration of, any law, treaty, governmental (or quasi governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by such Affected Party with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law) from any central bank or other Governmental Authority increases or would have the effect of increasing the amount of capital, reserves or other funds required to be maintained by such Affected Party against commitments made by it under this Agreement or any other Related Document and thereby reducing the rate of return on such Affected Party’s capital as a consequence of its commitments hereunder or thereunder, then the Borrower shall from time to time upon demand by the Group Agent related to such Affected Party pay to such Group Agent on behalf of such Affected Party additional amounts sufficient to compensate such Affected Party for such reduction together with interest thereon from the date of any such demand until payment in full at the applicable Index Rate. A certificate as to the amount of that reduction and showing the basis of the computation thereof submitted by the Affected Party to the Borrower shall be final, binding and conclusive on the parties hereto (absent manifest error) for all purposes.

(b) If, due to any Regulatory Change, there shall be any increase in the cost to any Affected Party of agreeing to make or making, funding or maintaining any commitment hereunder or under any other Related Document, including with respect to any Advances or other Outstanding Principal Amount, or any reduction in any amount receivable by such Affected Party hereunder or thereunder, including with respect to any Advances or other Outstanding Principal Amount (any such increase in cost or reduction in amounts receivable are hereinafter referred to as “Additional Costs”), then the Borrower shall, from time to time upon

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demand by the Group Agent related to such Affected Party, pay to such Group Agent on behalf of such Affected Party additional amounts sufficient to compensate such Affected Party for such Additional Costs together with interest thereon from the date demanded until payment in full thereof at the applicable Index Rate. Each Affected Party agrees that, as promptly as practicable after it becomes aware of any circumstance referred to above that would result in any such Additional Costs, it shall, to the extent not inconsistent with its internal policies of general application, use reasonable commercial efforts to minimize costs and expenses incurred by it and payable to it by the Borrower pursuant to this Section 2.09(b).

(c) Determinations by any Affected Party for purposes of this Section 2.09 of the effect of any Regulatory Change on its costs of making, funding or maintaining any commitments hereunder or under any other Related Documents or on amounts payable to it hereunder or thereunder or of the additional amounts required to compensate such Affected Party in respect of any Additional Costs shall be set forth in a written notice to the Borrower in reasonable detail and shall be final, binding and conclusive on the Borrower (absent manifest error) for all purposes. Failure or delay by any Affected Party to demand compensation pursuant to this Section will not constitute a waiver of its right to demand such compensation; provided that the Borrower will not be required to compensate an Affected Party pursuant to this Section for any increased cost or reduction incurred more than 90 days before it notifies the applicable Group Agent of the change in law or other event giving rise to such increased cost or reduction and of its intention to claim compensation therefor. However, if the change in law or other event giving rise to such increased cost or reduction is retroactive, then the 90 day period referred to above will be extended to include the period of retroactive effect thereof.

(d) Notwithstanding anything to the contrary contained herein, if the introduction of or any change in any law or regulation (or any change in the interpretation thereof) shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for any Lender to agree to make or to make or to continue to fund or maintain any LIBOR Rate Advance, then, unless that Lender is able to make or to continue to fund or to maintain such LIBOR Rate Advance at another branch or office of that Lender without, in that Lender’s opinion, adversely affecting it or its Advances or the income obtained therefrom, on notice thereof and demand therefor by such Lender to the Borrower through the applicable Group Agent, (i) the obligation of such Lender to agree to make or to make or to continue to fund or maintain LIBOR Rate Advances shall terminate and (ii) all such LIBOR Rate Advances of such Lender shall convert into Index Rate Advances.

Section 2.10. Breakage Costs. To induce the Lenders to provide the LIBOR Rate and CP Rate on the terms provided herein, if (i) any LIBOR Rate Advances or CP Rate Advances are, except by reason of the requirements in Section 2.03(c), repaid in whole or in part on any date other than an Interest Payment Date (whether that repayment is made pursuant to any other provision of this Agreement or any other Related Document or is the result of acceleration, by operation of law or otherwise); (ii) the Borrower shall default in payment when due of the principal amount of or interest on any LIBOR Rate Advance or CP Rate Advances; (iii) the Borrower shall default in making any borrowing of LIBOR Rate Advances or CP Rate Advances after the Borrower has given notice requesting the same in accordance herewith (including any failure to satisfy conditions precedent to the making of any LIBOR Rate Advances or CP Rate

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Advances) or (iv) the Borrower shall fail to make any prepayment of a LIBOR Rate Advance after the Borrower has given a notice thereof in accordance herewith, then, in any such case, the Borrower shall indemnify and hold harmless each Lender from and against all losses, costs and expenses (calculated as described below in this Section) resulting from or arising from any of the foregoing (any such loss, cost or expense, “Breakage Costs”). Such indemnification shall include any loss (including loss of margin) or expense arising from the reemployment of funds obtained by it or from fees payable to terminate deposits from which such funds were obtained (if any) but shall be limited to the interest which would have accrued through the next Interest Payment Date as the applicable interest rate for such Advance minus any net amounts actually earned on the reemployment of such funds. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant LIBOR Rate Advance or CP Rate Advance, as applicable, through the purchase of a deposit bearing interest at the LIBOR Rate or the CP Rate, as applicable, in an amount equal to the amount of that LIBOR Rate Advance or CP Rate Advance, as applicable; provided, however, that each Lender may fund each of its LIBOR Rate Advances or CP Rate Advances in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. This covenant shall survive the termination of this Agreement and the payment of the Notes and all other amounts payable hereunder. The determination by any Lender of the amount of any such loss or expense shall be set forth in a written notice to the Borrower in reasonable detail and shall be final, binding and conclusive on the Borrower (absent manifest error) for all purposes.

ARTICLE III.

CONDITIONS PRECEDENT

Section 3.01. Conditions to Effectiveness of Agreement. This Agreement shall not be effective until the date on which each of the following conditions have been satisfied, in the reasonable discretion of, or waived in writing by, the Lenders, the Group Agents and the Administrative Agent (such date, the “Effective Date”):

(a) Funding Agreement; Other Related Documents. This Agreement and (to the extent requested by the Lenders) the Notes shall have been duly executed by, and delivered to, the parties hereto and the Lenders, the Group Agents and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as each Lender, each Group Agent and the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including all those listed in the Schedule of Documents, in the form attached hereto as Annex Y, each in form and substance reasonably satisfactory to each Lender, each Group Agent and the Administrative Agent.

(b) Governmental Approvals. The Lenders, each Group Agent and the Administrative Agent shall have received (i) satisfactory evidence that the Borrower, the Servicer and the Originators have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Related Documents and the consummation of the transactions contemplated hereby or thereby or (ii) an Officer’s Certificate from each of the Borrower, the

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Servicer and each Originator in form and substance reasonably satisfactory to the Lenders, the Group Agents and the Administrative Agent affirming that no such consents or approvals are required.

(c) Compliance with Laws. The Borrower and the Transaction Parties shall be in compliance with all applicable foreign, federal, state and local laws and regulations, including, without limitation, those specifically referenced in Section 5.01(a), except to the extent noncompliance could not reasonably be expected to have a Material Adverse Effect.

(d) Payment of Fees. The Borrower shall have paid all fees required to be paid by it on the Effective Date, including all fees required hereunder and under the Fee Letter, and shall have reimbursed each Group Agent for all Rating Agency fees and all other reasonable fees, costs and expenses of closing the transactions contemplated hereunder and under the other Related Documents, including the Administrative Agent’s and each Group Agent’s legal and audit expenses, and other document preparation costs.

(e) Representations and Warranties. Each representation and warranty by the Borrower and each Transaction Party contained herein and in each other Related Document shall be true and correct in all material respects as of the Effective Date, except to the extent that such representation or warranty expressly relates solely to an earlier date.

(f) No Termination Event. No Incipient Termination Event or Termination Event hereunder shall have occurred and be continuing or would result after giving effect to any of the transactions contemplated on the Closing Date.

(g) Material Adverse Change. The Requisite Lenders shall not have notified the Administrative Agent of their determination that, since December 31, 2005, there has been an event, circumstance or development other than the Disclosed Matters (including any default or event of default under any capital stock, debt, lease or other financial contract of the Parent or its Subsidiaries) that has had, or could reasonably be expected to have, a material adverse effect on the business, condition (financial or otherwise), results of operations, properties or liabilities of the Parent and its Consolidated Subsidiaries, considered as a whole.

(h) Rating Agency Confirmations. Each Group Agent shall have received such confirmations or assurances from the Rating Agencies deemed necessary or desirable by such Group Agent.

(i) Credit Agreement. The Group Agents shall have received evidence satisfactory to them that the Credit Agreement shall have become, or substantially simultaneously with any initial Advance on the Closing Date shall become, effective in accordance with the Credit Agreement and applicable law, without any amendment or waiver of any material term or condition of the Credit Agreement not approved by the Requisite Lenders. The Group Agents shall have received copies (certified by an Authorized Officer of the Parent as complete and correct) of the Credit Agreement and related documents and all certificates, opinions and other documents delivered thereunder, and shall be reasonably satisfied with the form and substance thereof.

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Section 3.02. Conditions Precedent to All Advances. No Lender shall be obligated to make any Advances hereunder (including the initial Advances but excluding Advances made pursuant to Section 2.06(c)) if, as of the date thereof:

(a) any representation or warranty of the Borrower, the Servicer or any Originator contained herein or in any of the other Related Documents shall be untrue or incorrect in any material respect as of such date, either before or after giving effect to the Advances to be made on such date and to the application of the proceeds therefrom, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreement;

(b) any event shall have occurred, or would result from the making of such Advances or from the application of the proceeds therefrom, that constitutes an Incipient Termination Event, a Termination Event, an Incipient Servicer Termination Event or an Event of Servicer Termination;

(c) the Commitment Termination Date shall have occurred;

(d) either before or after giving effect to such Advance and to the application of the proceeds therefrom, a Funding Excess would exist;

(e) any Originator, the Borrower or the Servicer shall fail to have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to the Lenders, the Group Agents and the Administrative Agent, as any Lender, Group Agent or the Administrative Agent may reasonably request if such Lender, such Group Agent or the Administrative Agent, as applicable, reasonably believes that there has been a change with respect to (i) the Administrative Agent’s first priority perfected security interest in the Borrower Collateral (due to a change in the Borrower’s or any Originator’s jurisdiction of organization or for any other reason) or (iii) the enforceability of the rights and remedies of the Secured Parties under the Related Documents;

(f) on or prior to such date, the Borrower or the Servicer shall have failed to deliver any Monthly Report, Weekly Report or Daily Report required to be delivered in accordance with Section 5.02 hereof or the Sale Agreement and such failure shall be continuing; or

(g) any Lender shall have notified the Administrative Agent within 15 Business Days after any date on which such Lender shall have received Required Financial Statements that, in the reasonable opinion of such Lender, such Required Financial Statements reflect (i) an event, circumstance or development (other than the Disclosed Matters) that has had, or could reasonably be expected to have, a material adverse effect on the business, financial condition or results of operations of the Parent and the Parent’s Consolidated Subsidiaries, considered as a whole, the Borrower, the Servicer or any Originator or (ii) the institution of, threat of, or an adverse development or determination (interim or final) in, any litigation (including, without limitation, any derivative action), any arbitration proceeding or any governmental proceeding which could be material to the consolidated financial position or future consolidated operations of the Company and its Consolidated Subsidiaries, the Borrower, the Servicer or any Originator.

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The delivery by the Borrower of a Borrowing Request and the acceptance by the Borrower of the funds from the related Borrowing on any Advance Date shall be deemed to constitute, as of any such Advance Date, as the case may be, a representation and warranty by the Borrower that the conditions in this Section 3.02 have been satisfied.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES

Section 4.01. Representations and Warranties of the Borrower. To induce each Lender to make Advances from time to time and the Administrative Agent and each Group Agent to take any action required to be performed by it hereunder, the Borrower makes the following representations and warranties to each Lender, each Group Agent and the Administrative Agent on the Effective Date and each Advance Date, each and all of which shall survive the execution and delivery of this Agreement.

(a) Existence; Compliance with Law. The Borrower (i) is a limited liability company duly formed, validly existing and in good standing under the laws of its jurisdiction of incorporation, is a “registered organization” as defined in the UCC of such jurisdiction and is not organized under the laws of any other jurisdiction; (ii) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification; (iii) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease, and to conduct its business, in each case, as now, heretofore and proposed to be conducted; (iv) has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct; (v) is in compliance with its limited liability company agreement; and (vi) subject to specific representations set forth herein regarding ERISA, tax and other laws, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(b) Executive Offices; Collateral Locations; Corporate or Other Names; FEIN. The state of organization and the organization identification number of the Borrower and current location of the Borrower’s chief executive office, principal place of business, other offices, the premises within which any Borrower Collateral is stored or located, and the locations of its records concerning the Borrower Collateral (including originals of the Borrower Assigned Agreements) are set forth in Schedule 4.01(b) and, unless the Borrower shall have provided each Group Agent with written notice thereof and taken all necessary action under the UCC to maintain the perfection and priority of the security interest created hereunder, none of such locations has changed within the past 12 months (or such shorter time as the Borrower has been in existence). During the prior five years (or such shorter time as the Borrower has been in existence), except as set forth in Schedule 4.01(b), the Borrower has not been known as or used any fictitious or trade name. In addition, Schedule 4.01(b) lists the federal employer identification number of the Borrower.

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(c) Power, Authorization, Enforceable Obligations. The execution, delivery and performance by the Borrower of this Agreement and the other Related Documents to which it is a party, and the creation and perfection of all Liens and ownership interests provided for herein and therein: (i) are within the Borrower’s limited liability company power; (ii) have been duly authorized by all necessary or proper actions; (iii) do not contravene any provision of the Borrower’s certificate of formation or limited liability company agreement; (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (v) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which the Borrower, Parent or any Originator is a party or by which the Borrower, Parent or any Originator or any of the property of the Borrower, Parent or any Originator is bound; (vi) do not result in the creation or imposition of any Adverse Claim upon any of the property of the Borrower, Parent or any Originator; and (vii) do not require the consent or approval of any Governmental Authority or any other Person, except those which have been duly obtained, made or complied with prior to the Effective Date as provided in Section 3.01(b). On or prior to the Effective Date, each of the Related Documents to which the Borrower is a party shall have been duly executed and delivered by the Borrower and each such Related Document shall then constitute a legal, valid and binding obligation of the Borrower enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(d) No Litigation. No Litigation is now pending or, to the knowledge of the Borrower, threatened against the Borrower that (i) challenges the Borrower’s right or power to enter into or perform any of its obligations under the Related Documents to which it is a party, or the validity or enforceability of any Related Document or any action taken thereunder, (ii) seeks to prevent the transfer, sale, pledge or contribution of any Receivable or the consummation of any of the transactions contemplated under this Agreement or the other Related Documents, or (iii) is reasonably likely to be adversely determined and, if adversely determined, could reasonably be expected to have a Material Adverse Effect. There is no Litigation pending or threatened that seeks damages or injunctive relief against, or alleges criminal misconduct by, the Borrower.

(e) Solvency. After giving effect to the sale or contribution of Receivables and the Advances to be made on such date and to the application of the proceeds therefrom, the Borrower is and will be Solvent.

(f) Material Adverse Effect. Since the date of the Borrower’s organization, the Borrower is not in default and no third party is in default under any material contract, lease or other agreement or instrument to which the Borrower is a party. Since the date of the Borrower’s organization, no event has occurred with respect to the Borrower that alone or together with other events could reasonably be expected to have a Material Adverse Effect.

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(g) Ownership of Property; Liens. None of the properties and assets (including the Transferred Receivables) of the Borrower are subject to any Adverse Claims other than Permitted Encumbrances not attaching to Transferred Receivables, and there are no facts, circumstances or conditions known to the Borrower that may result in (i) with respect to the Transferred Receivables, any Adverse Claims (including Adverse Claims arising under environmental laws) and (ii) with respect to its other properties and assets, any Adverse Claims (including Adverse Claims arising under environmental laws), in each case, other than Permitted Encumbrances. The Borrower has received all assignments, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect the Borrower’s right, title and interest in and to the Transferred Receivables and its other properties and assets. No effective financing statement or other similar instrument is of record in any filing office listing the Borrower or any Originator as debtor and covering any of the Transferred Receivables or the other Borrower Collateral (except to the extent released or terminated in connection with any Advance in respect of such Transferred Receivables hereunder and any transfer under the Sale Agreement), and the Liens granted to the Administrative Agent for the benefit of the Secured Parties pursuant to Section 7.01 are and will be at all times fully perfected first priority Liens in and to the Borrower Collateral.

(h) Ventures, Subsidiaries and Affiliates; Outstanding Stock and Indebtedness. The Borrower has no Subsidiaries, and is not engaged in any joint venture or partnership with any other Person. The Borrower has no Investments in any Person other than Permitted Investments. The Member is the only member of the Borrower. There are no outstanding rights to purchase or options, warrants or similar rights or agreements pursuant to which the Borrower may be required to issue, sell, repurchase or redeem some or all of its membership interests, provided that the pledge of the membership interests of the Borrower by JTR to the lenders under the Credit Agreement is permitted. Other than the Subordinated Loans, the Borrower has no outstanding Debt on the Effective Date.

(i) Taxes. The Borrower has paid when due all taxes, assessments and other liabilities except as contested in good faith by appropriate proceedings.

(j) Full Disclosure. All information contained in this Agreement or any of the other Related Documents, or any other written statement or information furnished by or on behalf of the Borrower to any Lender, any Group Agent or the Administrative Agent relating to this Agreement, the Transferred Receivables or any of the other Related Documents taken as a whole, is true and accurate in every material respect, and none of this Agreement or any of the other Related Documents, or any other written statement or information furnished by or on behalf of the Borrower to any Lender, any Group Agent or the Administrative Agent relating to this Agreement or any of the other Related Documents contains any untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances in which the same were made. All information contained in this Agreement or any of the other Related Documents, or any other written statement or information furnished to any Lender, any Group Agent or the Administrative Agent has been prepared in good faith by the management of the Borrower with the exercise of reasonable diligence.

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(k) Employee Benefit Plans. The Parent has not been advised (nor does it otherwise have any information to the effect) that (i) any Plan as to which it or any of its Subsidiaries may have any liability fails to comply in any material respect with all applicable requirements of law and regulations, (ii) any Reportable Event has occurred with respect to any such Plan, (iii) it or any of its Subsidiaries has withdrawn from any such Plan or initiated steps to do so, or (iv) any steps have been taken to terminate any such Plan. The foregoing representation and warranty applies only to events and conditions described in this Section which are reasonably expected to result in liability of the Parent and its Subsidiaries in an aggregate amount exceeding 1% of Consolidated Stockholders’ Equity.

(l) Brokers. Except for the parties hereto (other than the Borrower), no broker or finder acting on behalf of the Borrower was employed or utilized in connection with this Agreement or the other Related Documents or the transactions contemplated hereby or thereby and the Borrower has no obligation to any Person in respect of any finder’s or brokerage fees in connection herewith or therewith.

(m) Margin Regulations. The Borrower is not engaged in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin security,” as such terms are defined in Regulation U of the Federal Reserve Board as now and from time to time hereafter in effect (such securities being referred to herein as “Margin Stock”). The Borrower owns no Margin Stock, and no portion of the proceeds of the Advances made hereunder will be used, directly or indirectly, for the purpose of purchasing or carrying any Margin Stock, for the purpose of reducing or retiring any Debt that was originally incurred to purchase or carry any Margin Stock or for any other purpose that might cause any portion of such proceeds to be considered a “purpose credit” within the meaning of Regulations T, U or X of the Federal Reserve Board. The Borrower will not take or permit to be taken any action that might cause any Related Document to violate any regulation of the Federal Reserve Board. No portion of the proceeds of the Advances will be used to acquire any security in any transaction which is subject to Section 12, 13 or 14 of the Exchange Act.

(n) Nonapplicability of Bulk Sales Laws. No transaction contemplated by this Agreement or any of the Related Documents requires compliance with any bulk sales act or similar law.

(o) Government Regulation. The Borrower is not an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act.

(p) Nonconsolidation. The Borrower is operated in such a manner that the separate corporate existence of the Borrower, on the one hand, and any member of the Parent Group, on the other hand, would not be disregarded in the event of the bankruptcy or insolvency of any member of the Parent Group and, without limiting the generality of the foregoing:

(i) the Borrower is a limited purpose limited liability company whose activities are restricted in its limited liability company agreement to those activities expressly permitted hereunder and under the other Related Documents and the Borrower

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has not engaged, and does not presently engage, in any business or other activity other than those activities expressly permitted hereunder and under the other Related Documents, nor has the Borrower entered into any agreement other than this Agreement, the other Related Documents to which it is a party and, with the prior written consent of the Requisite Lenders, any other agreement necessary to carry out more effectively the provisions and purposes hereof or thereof;

(ii) the Borrower has duly appointed a board of managers and its business is managed solely by its own officers and managers, each of whom when acting for the Borrower shall be acting solely in his or her capacity as an officer or manager of the Borrower and not as an officer, director, employee or agent of any member of the Parent Group;

(iii) the Borrower shall compensate all employees (if any), consultants and agents directly or indirectly through reimbursement of the Parent, from its own funds, for services provided to the Borrower by such employees (if any), consultants and agents and, to the extent any employee (if any), consultant or agent of the Borrower is also an employee, consultant or agent of such member of the Parent Group on a basis which reflects the respective services rendered to the Borrower and such member of the Parent Group and in accordance with the terms of the Administrative Services Agreement and the Borrower shall not have any employees;

(iv) the Borrower shall pay its own incidental administrative costs and expenses not covered under the terms of the Administrative Services Agreement from its own funds, and shall allocate all other shared overhead expenses (including, without limitation, telephone and other utility charges, the services of shared consultants and agents, and reasonable legal and auditing expenses) which are not reflected in the Servicing Fee, and other items of cost and expense shared between the Borrower and the Parent, pursuant to the terms of the Administrative Services Agreement, on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use or the value of services rendered; except as otherwise expressly permitted hereunder, under the other Related Documents and under the Borrower’s organizational documents, no member of the Parent Group (A) pays the Borrower’s expenses, (B) guarantees the Borrower’s obligations, or (C) advances funds to the Borrower for the payment of expenses or otherwise;

(v) other than the purchase and acceptance through capital contribution of Transferred Receivables pursuant to the Sale Agreement, the acceptance of Subordinated Loans pursuant to the Sale Agreement, the payment of distributions and the return of capital to the Member, the payment of Servicing Fees to the Servicer under the Sale Agreement and the transactions contemplated under the Administrative Services Agreement, the Borrower engages and has engaged in no intercorporate transactions with any member of the Parent Group;

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(vi) the Borrower maintains records and books of account separate from that of each member of the Parent Group, holds regular meetings of its board of directors and otherwise observes limited liability company formalities;

(vii) (A) the financial statements (other than consolidated financial statements) and books and records of the Borrower and each member of the Parent Group reflect the separate existence of the Borrower and (B) the consolidated financial statements of the Parent Group shall contain disclosure to the effect that the Borrower’s assets are not available to the creditors of any member of the Parent Group;

(viii) (A) the Borrower maintains its assets separately from the assets of each member of the Parent Group (including through the maintenance of separate bank accounts and except for any Records to the extent necessary to assist the Servicer in connection with the servicing of the Transferred Receivables), (B) the Borrower’s funds (including all money, checks and other cash proceeds) and assets, and records relating thereto, have not been and are not commingled with those of any member of the Parent Group (except (1) with respect to receivables for which the Obligor is The Stanley Works Co., so long as not more than $400,000 in collections from The Stanley Works Co. shall be commingled with the Borrower’s funds annually and (2) until December 31, 2008, Collections from Obligors related to the “Integris” unit of JTR which have been instructed to remit Collections to the Concentration Account so long as (x) not more than $20,000,000 of Collections shall be remitted to the Concentration Account each month prior to December 31, 2007 and (y) not more than $7,500,000 of Collections shall be remitted to the Concentration Account each month prior to December 31, 2008) and (C) the separate creditors of the Borrower will be entitled, on the winding-up of the Borrower, to be satisfied out of the Borrower’s assets prior to any value in the Borrower becoming available to the Member;

(ix) all business correspondence and other communications of the Borrower are conducted in the Borrower’s own name, on its own stationery and through a separately-listed telephone number;

(x) the Borrower has and shall maintain separate office space from the offices of any member of the Parent Group and identify such office by a sign in its own name;

(xi) the Borrower shall respond to any inquiries with respect to ownership of a Transferred Receivable by stating that it is the owner of such Transferred Receivable, and that such Transferred Receivable is pledged to the Administrative Agent for the benefit of the Secured Parties;

(xii) the Borrower does not act as agent for any member of the Parent Group, but instead presents itself to the public as a legal entity separate from each such member and independently engaged in the business of purchasing and financing Receivables;

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(xiii) the Borrower maintains at least one (1) independent manager who (A) is not a Stockholder, director, officer, employee or associate, or any relative of the foregoing, of any member of the Parent Group (other than the Borrower), all as provided in its limited liability company agreement, (B) has (1) prior experience as an independent director for an entity whose organizational documents required the unanimous consent of all independent managers thereof before such corporation could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (2) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management, independent director services or placement services to issuers of securitization or structured finance instruments, agreements or securities, and (C) has agreed either in the related retention agreement or in the limited liability company agreement of the Borrower to consider the interests of the Borrower and the Borrower’s creditors in taking actions as a manager of the Borrower;

(xiv) the limited liability company agreement of the Borrower requires the affirmative vote of each independent manager before a voluntary petition under Section 301 of the Bankruptcy Code may be filed by the Borrower; and

(xv) the Borrower shall maintain (1) correct and complete books and records of account and (2) minutes of the meetings and other proceedings of its members and board of managers;

(xvi) the Borrower shall not hold out credit as being available to satisfy obligations of others;

(xvii) the Borrower shall not acquire obligations or Stock of any member of the Parent Group;

(xviii) the Borrower shall correct any known misunderstanding regarding its separate identity; and

(xix) the Borrower shall maintain adequate capital in light of its obligations and the transactions contemplated hereby.

(q) Deposit and Disbursement Accounts. Schedule 4.01(q) lists all banks and other financial institutions at which the Borrower maintains deposit or other bank accounts as of the Closing Date, including any Account, and such schedule correctly identifies the name, address and telephone number of each depository, the name in which the account is held, a description of the purpose of the account, and the complete account number therefor. Each Account constitutes a deposit account within the meaning of the applicable UCC. Within thirty (30) days after the Effective Date, the Borrower (or the Servicer on its behalf) has delivered to the Administrative Agent a fully executed agreement pursuant to which each Collection Account Bank (with respect to each Collection Account) has agreed to comply with all instructions originated by the Administrative Agent directing the disposition of funds in the Accounts

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without further consent by the Borrower, the Servicer or any Originator following the occurrence of an Exclusive Account Control Trigger. No Account is in the name of any person other than the Borrower or the Administrative Agent on and after the date which is thirty (30) days after the Effective Date, and the Borrower has not consented to any Bank following the instructions of any Person other than the Administrative Agent. Accordingly, the Administrative Agent has a first priority perfected security interest in each Account, and all funds on deposit therein.

(r) Transferred Receivables.

(i) Transfers. Each Transferred Receivable was purchased by or contributed to the Borrower on the relevant Transfer Date pursuant to the Sale Agreement.

(ii) Eligibility. Each Transferred Receivable designated as an Eligible Receivable in each Monthly Report, Weekly Report or Daily Report, as the case may be, constitutes an Eligible Receivable as of the date specified in such Monthly Report, Weekly Report or Daily Report, as applicable.

(iii) Nonavoidability of Transfers. The Borrower shall (A) have received each Contributed Receivable as a contribution to the capital of the Borrower by the Member as a member of the Borrower and (B) (1) have purchased each Sold Receivable from the applicable Originator for cash consideration or with the proceeds of a Subordinated Loan and (2) have accepted assignment of any Eligible Receivables transferred pursuant to clause (b) of Section 4.04 of the Sale Agreement, in each case in an amount that constitutes fair consideration and reasonably equivalent value therefor. No Sale has been made for or on account of an antecedent debt owed by any Originator to the Borrower and no such Sale is or may be avoidable or subject to avoidance under any bankruptcy laws, rules or regulations.

(s) Assignment of Interest in Related Documents. The Borrower’s interests in, to and under the Receivables Sale and Servicing Agreement and the Parent Undertaking have been assigned by the Borrower to the Administrative Agent (for the benefit of itself and the Secured Parties) as security for the Borrower Obligations.

(t) Notices to Obligors. Each Obligor of Transferred Receivables has been directed to remit all payments with respect to such Receivables for deposit in a Lockbox or Collection Account; provided that until December 31, 2008, the Borrower may instruct certain Obligors related to the “Integris” unit of JTR to remit collections to the Concentration Account so long as (i) not more than $20,000,000 of Collections shall be remitted to the Concentration Account each month prior to December 31, 2007 and (ii) not more than $7,500,000 of Collections shall be remitted to the Concentration Account each month prior to December 31, 2008.

(u) Representations and Warranties in Other Related Documents. Each of the representations and warranties of the Borrower contained in the Related Documents (other than this Agreement) is true and correct in all material respects and the Borrower hereby makes each such representation and warranty to, and for the benefit of, the Lenders, the Group Agents and the Administrative Agent as if the same were set forth in full herein.

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(v) Security Interest Representations.

(i) Receivables; Collection Accounts. (A) Each Receivable, with respect to the portion of such Receivable described in clause (a) of the definition thereof, constitutes an “account” or a “payment intangible” within the meaning of the applicable UCC, and (B) each Account constitutes a “deposit account” within the meaning of the applicable UCC.

(ii) Creation of Security Interest. The Borrower owns and has good and marketable title to the Receivables, Accounts and Lockboxes, free and clear of any Adverse Claim. The Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables, Accounts and other Borrower Collateral in favor of the Administrative Agent (on behalf of itself and the Secured Parties), which security interest if prior to all other Adverse Claims and is enforceable as such as against any creditors of and purchasers from the Borrower.

(iii) Perfection. Within ten (10) days after the Effective Date, the Borrower has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law and entered into Account Agreements in order to perfect the sale of the Receivables from the Originators to the Borrower pursuant to the Sale Agreement and the security interest granted by the Borrower to the Administrative Agent (on behalf of itself and the Secured Parties) in the Receivables hereunder. Within thirty (30) days after the Effective Date, with respect to each Account, the Borrower has delivered to the Administrative Agent (on behalf of itself and the Secured Parties), a fully executed Account Agreement pursuant to which the applicable Bank has agreed to comply with all instructions given by the Administrative Agent with respect to all funds on deposit in the Accounts and the related Lockboxes, without further consent by the Borrower, the Servicer or any Originator following the occurrence of an Exclusive Account Control Trigger.

(iv) Priority. (A) Other than the transfer of the Receivables by the Originators to the Borrower pursuant to the Sale Agreement and the grant of security interest by the Borrower to the Administrative Agent (on behalf of itself and the Secured Parties) in the Receivables, the Accounts and the Lockboxes hereunder, neither the Borrower nor any Originator has pledged, assigned, sold, conveyed, or otherwise granted a security interest in any of the Receivables, the Accounts and the Lockboxes to any other Person. (B) Neither the Borrower nor any Originator has authorized, or is aware of, any filing of any financing statement against the Borrower or any Originator that include a description of collateral covering the Receivables or all other collateral pledged to the Administrative Agent (on behalf of the Secured Parties) pursuant to the Related Documents, other than any financing statement filed pursuant to the Sale Agreement and this Agreement or financing statements that have been validly terminated prior to the date hereof (or with respect to which the interest in any Receivables described therein is

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released on or prior to the transfers contemplated in this Agreement and the Sale Agreement). (C) The Borrower is not aware of any judgment, ERISA or tax lien filings against either the Borrower or any Originator. (D) None of the Accounts or Lockboxes is in the name of any Person other than the Borrower or the Administrative Agent on and after the date which is thirty (30) days after the Effective Date. Neither the Borrower, the Servicer or any Originator has consented to any Bank complying with instructions of any Person other than the Borrower, the Servicer and the Administrative Agent.

(v) Survival of Security Interest Representations. Notwithstanding any other provision of this Agreement or any other Related Document, the representations and covenants contained in this Section 4.01(v) and Section 5.01(g) shall be continuing, and remain in full force and effect until the Termination Date.

ARTICLE V.

GENERAL COVENANTS OF THE BORROWER

Section 5.01. Affirmative Covenants of the Borrower. The Borrower covenants and agrees that from and after the Effective Date and until the Termination Date:

(a) Compliance with Agreements and Applicable Laws. The Borrower shall (i) perform each of its obligations under this Agreement and the other Related Documents and (ii) comply with all federal, state and local laws and regulations applicable to it and the Transferred Receivables, including those relating to truth in lending, retail installment sales, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices, privacy, licensing, taxation, ERISA and labor matters and environmental laws and environmental permits except, solely with respect to this clause (ii), where the failure to so comply could not reasonably be expected to have a Material Adverse Effect.

(b) Maintenance of Existence and Conduct of Business. The Borrower shall: (i) do or cause to be done all things necessary to preserve and keep in full force and effect its limited liability company existence and its rights and franchises and to remain qualified in good standing in its jurisdiction of organization and in each other jurisdiction where its business is conducted; (ii) continue to conduct its business substantially as now conducted or as otherwise permitted hereunder and in accordance with (1) the terms of its limited liability company agreement, (2) Section 4.01(p) and (3) the assumptions set forth in each opinion letter of Mayer Brown Rowe & Maw LLP or other outside counsel to the Borrower from time to time delivered pursuant to Section 3.02(e) of the Sale Agreement with respect to issues of substantive consolidation and true sale and absolute transfer; (iii) at all times maintain, preserve and protect all of its assets and properties used or useful in the conduct of its business, including all licenses, permits, charters and registrations, and keep the same in good repair, working order and condition in all material respects (taking into consideration ordinary wear and tear) and from time to time make, or cause to be made, all necessary or appropriate repairs, replacements and improvements thereto consistent with industry practices; and (iv) transact business only in the name of Ryerson Funding LLC or such trade names as are set forth in Schedule 5.01(b).

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(c) Deposit of Collections. The Borrower shall deposit or cause to be deposited promptly into a Collection Account, and in any event no later than the first Business Day after receipt thereof, all Collections it may receive with respect to any Transferred Receivable; provided that prior to December 31, 2008, the Borrower shall not be required to deposit into a Collection Account the Collections received in the Concentration Account unless a Group Agent has requested the Borrower to do so after the occurrence and during the continuance of an Exclusive Account Control Trigger.

(d) Use of Proceeds. The Borrower shall utilize the proceeds of the Advances made hereunder solely for (i) the repayment of Advances made hereunder and the payment of any fees due hereunder, (ii) the purchase of Receivables from the Originators pursuant to the Sale Agreement, (iii) the payment of distributions to the Member to the extent permitted hereunder, (iv) the repayment of Subordinated Loans to the extent permitted hereunder and (v) the payment of administrative fees or Servicing Fees or expenses to the Servicer or routine administrative or operating expenses or as otherwise expressly permitted by and in accordance with the terms of this Agreement and the other Related Documents.

(e) Payment and Performance of Charges and other Obligations.

(i) Subject to Section 5.01(e)(ii), the Borrower shall pay, perform and discharge or cause to be paid, performed and discharged promptly all charges and claims payable by it, including (A) Charges imposed upon it, its income and profits, or any of its property (real, personal or mixed) and all Charges with respect to tax, social security and unemployment withholding with respect to its employees, and (B) lawful claims for labor, materials, supplies and services or otherwise before any thereof shall become past due.

(ii) The Borrower may in good faith contest, by appropriate proceedings, the validity or amount of any charges or claims described in Section 5.01(e)(i); provided, that (A) adequate reserves with respect to such contest are maintained on the books of the Borrower, in accordance with GAAP, (B) such contest is maintained and prosecuted continuously and with diligence, (C) none of the Borrower Collateral becomes subject to forfeiture or loss as a result of such contest, (D) no Lien shall be imposed to secure payment of such charges or claims other than inchoate tax liens and (E) the Borrower does not reasonably believe that failure to pay or to discharge such claims or charges could have or result in a Material Adverse Effect.

(f) ERISA. The Borrower shall give the Administrative Agent and each Group Agent prompt written notice of any event that (i) could reasonably be expected to result in the imposition of a Lien on any Borrower Collateral under Section 412 of the IRC or Section 302 or 4068 of ERISA, or (ii) could reasonably be expected to result in the incurrence by Borrower of any liabilities under Title IV of ERISA (other than premium payments arising in the ordinary course of business).

(g) Borrower to Maintain Perfection and Priority. In order to evidence the interests of the Administrative Agent and the Secured Parties under this Agreement, the

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Borrower shall, from time to time take such action, or execute and deliver such instruments (other than filing financing statements) as may be necessary or advisable (including, such actions as are reasonably requested by the Administrative Agent or any Group Agent) to maintain and perfect, as a first-priority interest, the Administrative Agent’s (on behalf of itself and the Secured Parties) security interest in the Receivables and all other collateral pledged to the Administrative Agent (on behalf of itself and the Secured Parties) pursuant to the Related Documents. The Borrower shall, from time to time and within the time limits established by law, prepare and present to the Administrative Agent upon request for the Administrative Agent’s authorization and approval all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement in the, or other filings necessary to continue, maintain and perfect the Administrative Agent’s (on behalf of itself and the Secured Parties) security interest in the Receivables and all other collateral pledged to the Administrative Agent (on behalf of itself and the Secured Parties) pursuant to the Related Documents as a first-priority interest. The Administrative Agent’s approval of such filings shall authorize the Borrower to file such financing statements under the UCC without the signature of the Borrower, any Originator or the Administrative Agent where allowed by applicable law. Notwithstanding anything else in the Related Documents to the contrary, neither the Borrower, the Servicer, nor any Originator, shall have any authority to file a termination, partial termination, release, partial release or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements, without the prior written consent of the Requisite Lenders.

(h) Compliance with Contracts and Credit and Collection Policies. The Borrower will (and will cause each Originator to) timely and fully (i) perform and comply with all material provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables and (ii) comply in all material respects with the Credit and Collection Policies in regard to each Receivable and the related Contract.

(i) Payments to Originators. With respect to any Receivable purchased by the Borrower from an Originator, such sale shall be effected under, and in strict compliance with the terms of, the Sale Agreement, including, without limitation, the terms relating to the amount and timing of payments to be made to such Originator in respect of the purchase price for such Receivable.

Section 5.02. Reporting Requirements of the Borrower. The Borrower hereby agrees that from and after the Effective Date until the Termination Date, it shall furnish or cause to be furnished to the Administrative Agent, the Group Agents and the Lenders:

(a) The financial statements, notices, reports and other information at the times, to the Persons and in the manner set forth in Annex 5.02(a).

(b) Such other reports, statements and reconciliations with respect to the Borrowing Base or Borrower Collateral as any Lender, any Group Agent or the Administrative Agent shall from time to time request in its reasonable discretion.

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Section 5.03. Negative Covenants of the Borrower. The Borrower covenants and agrees that, without the prior written consent of the Requisite Lenders, from and after the Effective Date until the Termination Date:

(a) Sale of Membership Interests and Assets. The Borrower shall not sell, transfer, convey, assign or otherwise dispose of, or assign any right to receive income in respect of, any of its properties or other assets or, except in connection with the Credit Agreement, any of its membership interests (whether in a public or a private offering or otherwise), any Transferred Receivable or Contract therefor or any of its rights with respect to any Lockbox or any Collection Account or any other deposit account in which any Collections of any Transferred Receivable are deposited except as otherwise expressly permitted by this Agreement or any of the other Related Documents.

(b) Liens. The Borrower shall not create, incur, assume or permit to exist (i) any Adverse Claim on or with respect to its Transferred Receivables or (ii) any Adverse Claim on or with respect to its other properties or assets (whether now owned or hereafter acquired) except for the Liens set forth in Schedule 5.03(b) and other Permitted Encumbrances. In addition, the Borrower shall not become a party to any agreement, note, indenture or instrument or take any other action that would prohibit the creation of a Lien on any of its properties or other assets in favor of the Lenders as additional collateral for the Borrower Obligations, except as otherwise expressly permitted by this Agreement or any of the other Related Documents.

(c) Modifications of Receivables, Contracts or Credit and Collection Policies. The Borrower shall not, without the prior written consent of the Requisite Lenders, (i) extend, amend, forgive, discharge, compromise, waive, cancel or otherwise modify the terms of any Transferred Receivable or amend, modify or waive any term or condition of any Contract related thereto, provided that the Borrower may authorize the Servicer to take such actions as are expressly permitted by the terms of any Related Document or the Credit and Collection Policies, or (ii) amend, modify or waive any term or provision of the Credit and Collection Policies in any material respect (it being understood that the Borrower will provide notice of all non-material amendments to the Credit and Collection Policies to each Group Agent promptly after such amendment is made).

(d) Changes in Instructions to Obligors. The Borrower shall not make any change in its instructions to Obligors regarding the deposit of Collections with respect to the Transferred Receivables, except to the extent the Administrative Agent directs the Borrower to change such instructions to Obligors after the occurrence of a Termination Event or the Administrative Agent consents in writing to such change.

(e) Capital Structure and Business. The Borrower shall not (i) make any changes in any of its business objectives, purposes or operations, (ii) make any change in its capital structure, including the issuance of any membership interests, warrants or other securities convertible into membership interests or any revision of the terms of its outstanding membership interests, (iii) amend, waive or modify any term or provision of its certificate of formation or limited liability company agreement, (iv) make any change to its name indicated on the public records of its jurisdiction of organization or (v) change its jurisdiction of organization. The Borrower shall not engage in any business other than as provided in its certificate of formation, limited liability company agreement and the Related Documents.

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(f) Mergers, Subsidiaries, Etc. The Borrower shall not directly or indirectly, by operation of law or otherwise, (i) form or acquire any Subsidiary, or (ii) merge with, consolidate with, acquire all or substantially all of the assets or capital Stock of, or otherwise combine with or acquire, any Person.

(g) Sale Characterization; Receivables Sale and Servicing Agreement. The Borrower shall not make statements or disclosures, prepare any financial statements or in any other respect account for or treat the transactions contemplated by the Sale Agreement (including for accounting, tax and reporting purposes) in any manner other than (i) with respect to each Sale of each Sold Receivable effected pursuant to the Sale Agreement, as a true sale and absolute assignment of the title to and sole record and beneficial ownership interest of the Transferred Receivables by the Originators to the Borrower or (ii) with respect to each contribution of Contributed Receivables thereunder, as an increase in the stated capital of the Borrower.

(h) Restricted Payments. Except for the amounts outstanding under this Agreement and the other Related Documents, the Borrower shall not enter into any lending transaction with any other Person. The Borrower shall not at any time (i) advance credit to any Person or (ii) declare any distributions, repurchase any membership interest, return any capital, or make any other payment or distribution of cash or other property or assets in respect of the Borrower’s membership interest or make a repayment with respect to any Subordinated Loans if, after giving effect to any such advance or distribution, a Funding Excess, Incipient Termination Event or Termination Event would exist or otherwise result therefrom.

(i) Indebtedness. The Borrower shall not create, incur, assume or permit to exist any Debt, except (i) Debt of the Borrower to any Affected Party, Indemnified Person, the Servicer or any other Person expressly permitted by this Agreement or any other Related Document, (ii) Subordinated Loans pursuant to the Subordinated Notes, (iii) deferred taxes, (iv) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law, (v) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection in the ordinary course of business and (vi) costs and expenses incurred in the ordinary course of business and not exceeding, at any one time outstanding, $12,300.

(j) Prohibited Transactions. The Borrower shall not enter into, or be a party to, any transaction with any Person except as expressly permitted hereunder or under any other Related Document and except for ordinary course business transactions necessary to operate its business as contemplated herein.

(k) Investments. Except as otherwise expressly permitted hereunder or under the other Related Documents and except for ordinary course business transactions necessary to operate its business as contemplated herein, the Borrower shall not make any investment in, or make or accrue loans or advances of money to, any Person, including the Member, any director, officer or employee of the Borrower, the Parent or any of the Parent’s other Subsidiaries, through the direct or indirect lending of money, holding of securities or otherwise, except with respect to Transferred Receivables and Permitted Investments.

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(l) Commingling. The Borrower shall not deposit or permit the deposit of any funds that do not constitute Collections of Transferred Receivables into any Lockbox or Collection Account, except with respect to receivables for which the Obligor is The Stanley Works Co., so long as not more than $400,000 in collections from The Stanley Works Co. shall be commingled with the Borrower’s funds annually. If funds that are not Collections are deposited into a Lockbox or Collection Account, the Borrower shall, or shall cause the Servicer to promptly remit (or direct the applicable Collection Account Bank to remit) any such amounts that are not Collections to the applicable Originator or other Person.

(m) Related Documents. The Borrower shall not amend, modify or waive any term or provision of any Related Document without the prior written consent of the Requisite Lenders.

(n) Board Policies. The Borrower shall not modify the terms of any policy or resolutions of its board of directors if such modification could reasonably be expected to have or result in a Material Adverse Effect.

(o) Additional Members of Borrower. The Borrower shall not admit any additional member without the prior written consent of the Requisite Lenders other than a “Special Member” as such term is defined in the Borrower’s limited liability company agreement as of the date hereof.

ARTICLE VI.

ACCOUNTS

Section 6.01. Establishment of Accounts.

(a) Collection Accounts.

(i) Within thirty (30) days after the Effective Date, the Borrower will establish with each Collection Account Bank one or more Collection Accounts subject, in each case, to a fully executed Collection Account Agreement. The Borrower agrees that the Administrative Agent shall have the right to exercise exclusive dominion and control of each Collection Account and all monies, instruments and other property from time to time on deposit therein in accordance with the provisions of Section 7.05(c).

(ii) The Borrower (or the Servicer on Borrower’s behalf) has instructed all existing Obligors of Transferred Receivables, and shall instruct all future Obligors of such Receivables, to make payments in respect thereof only (A) by check or money order mailed to one or more lockboxes or post office boxes subject to a Collection Account Agreement (each a “Lockbox” and collectively the “Lockboxes”) or (B) by wire transfer or moneygram directly to a Collection Account; provided that until December 31, 2008, the Borrower may instruct certain Obligors related to the “Integris” unit of JTR

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to remit collections to account number 1602-3325-8609 at U.S. Bank (the “Concentration Account”) so long as (i) not more than $20,000,000 of Collections shall be remitted to the Concentration Account each month prior to December 31, 2007 and (ii) not more than $7,500,000 of Collections shall be remitted to the Concentration Account each month prior to December 31, 2008. The Borrower (or the Servicer on Borrower’s behalf) has instructed all Collection Account Banks to deposit all items sent to a Lockbox directly into a Collection Account. Schedule 4.01(q) lists all Lockboxes and all Collection Account Banks at which the Borrower maintains Collection Accounts as of the Effective Date, and such schedule correctly identifies (1) with respect to each such Collection Account Bank, the name, address and telephone number thereof, (2) with respect to each Collection Account, the name in which such account is held and the complete account number therefor, and (3) with respect to each Lockbox, the lockbox number and address thereof. The Borrower (or the Servicer on Borrower’s behalf) shall endorse, to the extent necessary, all checks or other instruments received in any Lockbox so that the same can be deposited in the Collection Account, in the form so received (with all necessary endorsements), on the first Business Day after the date of receipt thereof. In addition, the Borrower shall deposit or cause to be deposited into a Collection Account all cash, checks, money orders or other proceeds of Transferred Receivables or Borrower Collateral received by it other than in a Lockbox or a Collection Account, in the form so received (with all necessary endorsements), not later than the close of business on the first Business Day following the date of receipt thereof, and until so deposited all such items or other proceeds shall be held in trust for the benefit of the Administrative Agent provided that prior to December 31, 2008, the Borrower shall not be required to deposit into a Collection Account the Collections received in the Concentration Account unless a Group Agent has requested the Borrower to do so after the occurrence and during the continuance of an Exclusive Account Control Trigger. The Borrower shall not make and shall not permit the Servicer to make any deposits into a Lockbox or any Collection Account except in accordance with the terms of this Agreement or any other Related Document.

(iii) If, for any reason, a Collection Account Agreement terminates or any Collection Account Bank fails to comply with its obligations under the Collection Account Agreement to which it is a party, then the Borrower shall promptly notify all Obligors of Transferred Receivables who had previously been instructed to make wire payments to a Collection Account maintained at any such Collection Account Bank to make all future payments to a new Collection Account in accordance with this Section 6.01(a)(iii). The Borrower shall not close any Collection Account unless it shall have (A) received the prior written consent of the Administrative Agent, (B) established a new account with the same Collection Account Bank or with a new depositary institution satisfactory to the Administrative Agent, (C) entered into an agreement covering such new account with such Collection Account Bank or with such new depositary institution substantially in the form of the predecessor Collection Account Agreement or that is reasonably satisfactory in all respects to the Administrative Agent (whereupon, for all purposes of this Agreement and the other Related Documents, such new account shall become a Collection Account, such new agreement shall become a Collection Account Agreement and any new depositary institution shall become a Collection Account Bank),

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and (D) taken all such action as the Administrative Agent or any Group Agent shall reasonably require to grant and perfect a first priority Lien in such new Collection Account to the Administrative Agent under Section 7.01 of this Agreement. Except as permitted by this Section 6.01(a), the Borrower shall not, and shall not permit the Servicer to, open any new Lockbox or Collection Account without the prior written consent of the Administrative Agent.

ARTICLE VII.

GRANT OF SECURITY INTERESTS

Section 7.01. Borrower’s Grant of Security Interest. To secure the prompt and complete payment, performance and observance of all Borrower Obligations, and to induce the Administrative Agent, the Group Agents and the Lenders to enter into this Agreement and perform the obligations required to be performed by them hereunder in accordance with the terms and conditions hereof, the Borrower hereby grants, assigns, conveys, pledges, hypothecates and transfers to the Administrative Agent, for the benefit of the Secured Parties, a Lien upon and security interest in all of the Borrower’s right, title and interest in, to and under, but none of its obligations arising from, the following property, whether now owned by or owing to, or hereafter acquired by or arising in favor of, the Borrower (including under any trade names, styles or derivations of the Borrower), and regardless of where located (all of which being hereinafter collectively referred to as the “Borrower Collateral”):

(a) all Receivables;

(b) the Sale Agreement, the Parent Undertaking, all Collection Account Agreements and all other Related Documents now or hereafter in effect relating to the purchase, servicing, processing or collection of Receivables (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due thereunder or pursuant thereto, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect thereto, (iii) all claims of the Borrower for damages or breach with respect thereto or for default thereunder and (iv) the right of the Borrower to amend, waive or terminate the same and to perform and to compel performance and otherwise exercise all remedies thereunder;

(c) all of the following (collectively, the “Borrower Account Collateral”):

(i) the Collection Accounts, the Lockboxes, and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts, the Lockboxes or such funds,

(ii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by any Lender or any assignee or agent on behalf of any Lender in substitution for or in addition to any of the then existing Borrower Account Collateral, and

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(iii) all interest, dividends, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed with respect to or in exchange for any and all of the then existing Borrower Account Collateral;

(d) all other property relating to the Receivables that may from time to time hereafter be granted and pledged by the Borrower or by any Person on its behalf whether under this Agreement or otherwise, including any deposit with any Lender, any Group Agent or the Administrative Agent of additional funds by the Borrower;

(e) all other personal property of the Borrower of every kind and nature not described above including without limitation all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles); and

(f) to the extent not otherwise included, all proceeds and products of the foregoing and all accessions to, substitutions and replacements for, and profits of, each of the foregoing Borrower Collateral (including proceeds that constitute property of the types described in Sections 7.01(a) through (e)).

Section 7.02. Borrower’s Agreements. The Borrower hereby (a) assigns, transfer and conveys the benefits of the representations, warranties and covenants of each Originator and the Parent made to the Borrower under the Sale Agreement and the Parent Undertaking to the Administrative Agent for the benefit of the Secured Parties hereunder; (b) acknowledges and agrees that the rights of the Borrower to require payment of a Rejected Amount from an Originator under the Sale Agreement may be enforced by the Administrative Agent on behalf of the Secured Parties; and (c) certifies that the Sale Agreement provides that the representations, warranties and covenants described in Sections 4.01 and 4.04 thereof, the indemnification and payment provisions of Article V thereof and the provisions of Sections 4.03(h), 6.12, 6.14, 6.15 and 6.16 thereof shall survive the sale of the Transferred Receivables (and undivided percentage ownership interests therein) and the termination of the Sale Agreement and this Agreement.

Section 7.03. Delivery of Collateral. Following the occurrence and during the continuation of a Termination Event, upon the request of any Group Agent, all certificates or instruments, if any, representing or evidencing all or any portion of the Borrower Collateral shall be delivered to and held by or on behalf of the Administrative Agent and shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent shall have the right, at any time following the occurrence and during the continuation of a Termination Event, upon the request of any Group Agent, (a) to exchange certificates or instruments, if any, representing or evidencing Borrower Collateral for certificates or instruments of smaller or larger denominations and (b) without notice to the Borrower, to transfer to or to register in the name of the Administrative Agent or its nominee any or all of the Borrower Collateral.

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Section 7.04. Borrower Remains Liable. It is expressly agreed by the Borrower that, anything herein to the contrary notwithstanding, the Borrower shall remain liable under any and all of the Transferred Receivables, the Contracts therefor, the Borrower Assigned Agreements and any other agreements constituting the Borrower Collateral to which it is a party to observe and perform all the conditions and obligations to be observed and performed by it thereunder. The Lenders, the Group Agents and the Administrative Agent shall not have any obligation or liability under any such Receivables, Contracts or agreements by reason of or arising out of this Agreement or the granting herein or therein of a Lien thereon or the receipt by the Administrative Agent, the Group Agents or the Lenders of any payment relating thereto pursuant hereto or thereto. The exercise by any Lender, any Group Agent or the Administrative Agent of any of its respective rights under this Agreement shall not release any Originator, the Borrower or the Servicer from any of their respective duties or obligations under any such Receivables, Contracts or agreements. None of the Lenders, the Group Agents or the Administrative Agent shall be required or obligated in any manner to perform or fulfill any of the obligations of any Originator, the Borrower or the Servicer under or pursuant to any such Receivable, Contract or agreement, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any such Receivable, Contract or agreement, or to present or file any claims, or to take any action to collect or enforce any performance or the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Section 7.05. Covenants of the Borrower Regarding the Borrower Collateral.

(a) Offices and Records. The Borrower shall maintain its principal place of business and chief executive office and the office at which it stores its Records at the respective locations specified in Schedule 4.01(b) or, upon 30 days’ prior written notice to the Administrative Agent, at such other location in a jurisdiction where all reasonable action requested by the Administrative Agent or any Group Agent pursuant to Section 12.13 shall have been taken with respect to the Borrower Collateral. The Borrower shall, and shall cause the Servicer to at its own cost and expense, maintain adequate and complete records of the Transferred Receivables and the Borrower Collateral, including records of any and all payments received, credits granted and merchandise returned with respect thereto and all other dealings therewith. The Borrower shall, and shall cause the Servicer to, by no later than the Effective Date, mark conspicuously with a legend, in form and substance satisfactory to the Administrative Agent and the Requisite Lenders, its books and records (including computer records) and credit files pertaining to the Borrower Collateral, and its file cabinets or other storage facilities where it maintains information pertaining thereto, to evidence this Agreement and the assignment and Liens granted pursuant to this Article VII. Upon the occurrence and during the continuation of a Termination Event, the Borrower shall, and shall cause the Servicer to, deliver and turn over such books and records to the Administrative Agent or its representatives at any time on demand of the Administrative Agent or any Group Agent.

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(b) Books, Records and Inspections. (i) The Borrower will maintain, and will cause the Parent, the Servicer and each Originator to maintain, complete and accurate books and records; permit, and cause the Parent, the Servicer and each Originator to permit, reasonable access by any of the Administrative Agent, any Group Agent or any Lender to the books and records of the Borrower, the Parent, the Servicer and each Originator; and permit, and cause the Parent, the Servicer and each Originator to permit, the Administrative Agent, each Group Agent and each Lender to inspect the properties (to the extent in their possession) and operations of the Borrower, the Parent, the Servicer and each Originator.

(ii) The Borrower will, and will cause the Parent, the Servicer and each Originator to, permit the Administrative Agent and each Group Agent and any representatives designated by such Person (including any consultants, accountants and lawyers retained by such Person) to conduct collateral reviews of the Borrower’s and the Servicer’s computation of the Borrowing Base and the assets included in its Borrowing Base, all at such reasonable times and as often as is reasonably requested, provided that if no Incipient Termination Event or Termination Event has occurred and is continuing, no more than two such collateral reviews may be conducted in any calendar year; provided further that collateral reviews conducted in connection with any Acquired Receivables Eligibility Requirement shall not count against such limit. The Borrower shall pay the reasonable and documented fees and expenses of employees of the Administrative Agent and each Group Agent (including reasonable and customary internally allocated fees of such employees incurred in connection with periodic collateral evaluations and internally allocated monitoring fees associated with any such Person’s “asset backed finance group” or similar body) and the fees and expenses of any representatives retained by the Administrative Agent or any Group Agent to conduct any such collateral evaluation, in respect of (i) up to two such collateral reviews performed by each of the Administrative Agent and each Group Agent in any calendar year and (ii) any number of such collateral reviews performed by the Administrative Agent or any Group Agent during the continuation of an Incipient Termination Event or Termination Event; provided that the fees and expenses associated with the collateral review conducted in connection with any Acquired Receivables Eligibility Requirement shall be paid by the Borrower and shall not count against the foregoing limits. In connection with any collateral monitoring or review relating to the computation of the Borrowing Base, the Borrower shall make adjustments to its Borrowing Base as any Group Agent shall reasonably require based on the terms of this Agreement and results of such collateral monitoring or review.

(c) Collection of Transferred Receivables. In connection with the collection of amounts due or to become due to the Borrower under the Transferred Receivables, the Borrower Assigned Agreements and any other Borrower Collateral pursuant to the Sale Agreement, the Borrower shall, or shall cause the Servicer to, take such action as it, and from and after the occurrence and during the continuation of a Termination Event, the Administrative Agent or any Group Agent, may deem necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Assigned Agreements and the other Borrower Collateral, in each case in compliance with applicable law and in a manner consistent with the Credit and Collection Policies; provided that the Borrower may, rather than commencing any such action or taking any other enforcement action, at its option, elect to deposit into a Collection Account, an

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amount equal to the Outstanding Balance of any such Transferred Receivable; provided, further, that upon the occurrence of any Exclusive Account Control Trigger, the Administrative Agent may (and at the direction of any Group Agent, shall), without prior notice to the Borrower or the Servicer, (x) exercise its right to take exclusive ownership and control of the Collections, the Lockboxes and the Collection Accounts in accordance with the terms of the applicable Collection Account Agreements (in which case the Servicer shall be required, pursuant to the Sale Agreement, to deposit any Collections it then has in its possession or at any time thereafter receives, immediately in a Collection Account) and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Assigned Agreements of the pledge of such Transferred Receivables or Borrower Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Secured Parties hereunder and direct that payments of all amounts due or to become due to the Borrower thereunder be made directly to the Administrative Agent or any servicer, collection agent or lockbox or other account designated by the Administrative Agent and, upon such notification and at the sole cost and expense of the Borrower, the Administrative Agent may enforce collection of any such Transferred Receivable or the Borrower Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent shall provide prompt notice to the Borrower and the Servicer of any such notification of pledge or direction of payment to the Obligors under any Transferred Receivables.

(d) Performance of Borrower Assigned Agreements. The Borrower shall, and shall cause the Servicer to, (i) perform and observe all the terms and provisions of the Borrower Assigned Agreements to be performed or observed by it, maintain the Borrower Assigned Agreements in full force and effect, enforce the Borrower Assigned Agreements in accordance with their terms and take all action as may from time to time be requested by the Administrative Agent or any Group Agent in order to accomplish the foregoing, and (ii) upon the reasonable request of and as directed by the Administrative Agent or any Group Agent, make such demands and requests to any other party to the Borrower Assigned Agreements as are permitted to be made by the Borrower or the Servicer thereunder.

(e) License for Use of Software and Other Intellectual Property. Unless expressly prohibited by the licensor thereof or any provision of applicable law, if any, the Borrower hereby grants to the Administrative Agent on behalf of the Secured Parties a limited license to use, without charge, the Borrower’s and the Servicer’s computer programs, software, printouts and other computer materials, technical knowledge or processes, data bases, materials, trademarks, registered trademarks, trademark applications, service marks, registered service marks, service mark applications, patents, patent applications, trade names, rights of use of any name, labels, fictitious names, inventions, designs, trade secrets, goodwill, registrations, copyrights, copyright applications, permits, licenses, franchises, customer lists, credit files, correspondence, and advertising materials or any property of a similar nature, as it pertains to the Borrower Collateral, or any rights to any of the foregoing, only as reasonably required in connection with the collection of the Transferred Receivables and the advertising for sale, and selling any of the Borrower Collateral, or exercising of any other remedies hereto, and the Borrower agrees that its rights under all licenses and franchise agreements shall inure to the Administrative Agent’s benefit (on behalf of the Secured Parties) for purposes of the license granted herein. Except upon the occurrence and during the continuation of a Termination Event, the Administrative Agent and the Lenders agree not to use any such license.

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(f) This Agreement shall constitute a security agreement, and the Administrative Agent and the Secured Parties shall have all of the rights of a secured party under applicable law and each of the Borrower and each Lender represents and warrants as to itself that each remittance of amounts by such Borrower to such Lender under this Agreement will have been (x) in payment of a debt incurred by the Borrower in the ordinary course of business or financial affairs of such Borrower and such Lender and (y) made in the ordinary course of business or financial affairs of the Borrower and such Lender.

ARTICLE VIII.

TERMINATION EVENTS

Section 8.01. Termination Events. If any of the following events (each, a “Termination Event”) shall occur (regardless of the reason therefor):

(a)(i) the Borrower shall fail to make any payment of any monetary Borrower Obligation other than principal payments on the Advances when due and payable and the same shall remain unremedied for five (5) days or more or (ii) the Borrower shall fail to make any payment of principal on the Advances when due and payable; or

(b)(i) the Borrower, any Originator, the Parent or the Servicer shall fail or neglect to perform, keep or observe any covenant set forth in any of: Sections 5.01(a), (b), (c), (d), (g) or (i), paragraphs (a)(i), (ii) or (iii), (b), (c), (e), (f), (i) or (j) of Annex 5.02(a), Section 5.03, Section 6.01, or Section 7.05(e) of this Agreement; or Sections 4.02(e), (f), (k) or (l), Section 4.03, Sections 7.04(a), (b), (i), (j) or (k), or paragraphs (a)(i), (ii) or (iii), (b), (c), (e), (f), (i) or (j) of Annex 7.05 of the Sale Agreement; or

(ii) the Borrower, any Originator, the Parent or the Servicer shall fail or neglect to perform, keep or observe any covenant set forth in any of: Section 5.01(f) or paragraphs (h)(vi), (h)(vii) or (h)(viii) of Annex 5.02(a) of this Agreement; or Section 4.02(i) or Section 7.04(c) or paragraphs (h)(vi), (h)(vii) or (h)(viii) of Annex 7.05 of the Sale Agreement and the same shall remain unremedied for three (3) days or more following the earlier to occur of an Authorized Officer of the Borrower becoming aware of such breach and the Borrower’s receipt of notice thereof; or

(iii) the Borrower, any Originator, the Parent or the Servicer shall fail or neglect to perform, keep or observe any covenant or other provision of this Agreement or the other Related Documents (other than any provision embodied in or covered by any other clause of this Section 8.01) and the same shall remain unremedied for thirty (30) days or more following the earlier to occur of an Authorized Officer of the Borrower becoming aware of such breach and the Borrower’s receipt of notice thereof; or

(c)(i) an Originator, the Borrower, the Servicer or the Parent shall fail to make any payment with respect to any of its Debts which, except with respect to the Borrower, is

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in an aggregate principal amount in excess of $15,000,000 (other than Borrower Obligations) when due, and the same shall remain unremedied after any applicable grace period with respect thereto; or (ii) a default or breach or other occurrence shall occur under any agreement, document or instrument to which an Originator, the Borrower, the Servicer or the Parent is a party or by which it or its property is bound (other than a Related Document) which relates to a Debt which, except with respect to the Borrower, is in an aggregate principal amount in excess of $15,000,000, which event shall remain unremedied following any applicable grace period with respect thereto, and the effect of such default, breach or occurrence is to cause or to permit the holder or holders then to cause such Debt to become or be declared due prior to their stated maturity; or

(d) a case or proceeding shall have been commenced against the Borrower, any Originator, the Servicer or the Parent seeking a decree or order in respect of any such Person under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (i) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, or (ii) ordering the winding up or liquidation of the affairs of any such Person, and, so long as the Borrower is not a debtor in any such case or proceedings, such case or proceeding continues for 60 days unless dismissed or discharged; provided, however, that such 60-day period shall be deemed terminated immediately if (x) a decree or order is entered by a court of competent jurisdiction with respect to a case or proceeding described in this subsection (d) or (y) any of the events described in Section 8.01(e) shall have occurred; or

(e) the Borrower, any Originator, the Servicer or the Parent shall (i) file a petition seeking relief under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) consent or fail to object in a timely and appropriate manner to the institution of any proceedings under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or similar law or to the filing of any petition thereunder or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, (iii) make an assignment for the benefit of creditors, or (iv) take any corporate or limited liability company action in furtherance of any of the foregoing; or

(f) the Borrower, any Originator, the Servicer or the Parent (i) generally does not pay its debts as such debts become due or admits in writing its inability to, or is generally unable to, pay its debts as such debts become due or (ii) is not Solvent; or

(g) a final judgment or judgments for the payment of money in excess of $10,000,000 in the aggregate (net of amounts in respect thereof which have been paid and net of available insurance proceeds) at any time outstanding shall be rendered against any Originator, the Servicer or the Parent and the same shall not, within 30 days after the entry thereof, have been discharged or execution thereof stayed or bonded pending appeal, or shall not have been discharged prior to the expiration of any such stay; or

(h) a judgment or order for the payment of money shall be rendered against the Borrower; or

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(i)(i) any information contained in any Borrowing Request is untrue or incorrect in any material respect, or (ii) any representation or warranty of any Originator, the Servicer, the Parent or the Borrower herein or in any other Related Document or in any written statement, report, financial statement or certificate (other than any Borrowing Request) made or delivered by or on behalf of such Originator, the Servicer, the Parent or the Borrower to any Affected Party hereto or thereto is untrue or incorrect in any material respect as of the date when made or deemed made and, if the circumstances giving rise to such untrue or incorrect information, representation or warranty are susceptible to being cured in all material respects, such untrue or incorrect information, representation or warranty shall not be cured in all material respects for five (5) days after the earlier to occur of (i) the date on which an Authorized Officer of the Borrower shall obtain knowledge thereof, or (ii) the date on which written notice thereof shall have been given to the Borrower; or

(j) any Governmental Authority (including the IRS or the PBGC) shall file notice of a Lien with regard to any assets of any Originator, the Servicer, the Parent or any of their respective ERISA Affiliates (other than a Lien (i) limited by its terms to assets other than Receivables and (ii) not materially adversely affecting the financial condition of such Originator, the Servicer, the Parent or any such ERISA Affiliate or the ability of the Servicer to perform its duties hereunder or under the Related Documents); or

(k) any Governmental Authority (including the IRS or the PBGC) shall file notice of a Lien with regard to any of the assets of the Borrower; or

(l) there shall have occurred any event which, in the reasonable judgment of the Requisite Lenders, materially and adversely impairs the collectibility of Receivables taken as a whole; or

(m)(i) a default or breach shall occur under any provision of the Sale Agreement and the same shall remain unremedied for two (2) Business Days or more following the earlier to occur of an Authorized Officer of the Borrower becoming aware of such breach and the Borrower’s receipt of notice thereof, or (ii) the Sale Agreement shall for any reason cease to evidence the transfer to the Borrower of the legal and equitable title to, and ownership of, the Transferred Receivables; or

(n) except as otherwise expressly provided herein, any Collection Account Agreement or the Sale Agreement shall have been modified, amended or terminated without the prior written consent of the Requisite Lenders; or

(o) an Event of Servicer Termination shall have occurred; or

(p)(A) the Borrower shall cease to hold valid and properly perfected title to and sole record and beneficial ownership in the Transferred Receivables and the other Borrower Collateral or (B) the Administrative Agent (on behalf of the Secured Parties) shall cease to hold a first priority, perfected Lien in the Transferred Receivables or any of the Borrower Collateral; or

(q) a Change of Control shall occur; or

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(r) the Borrower shall amend its certificate of formation or limited liability company agreement without the express prior written consent of the Requisite Lenders; or

(s)(i) the Default Trigger Ratio shall exceed 4.00%; (ii) the Delinquency Ratio shall exceed 9.00%; (iii) the Dilution Trigger Ratio shall exceed 6.50%; or (iv) the Receivables Collection Turnover shall exceed 65 days; or

(t) the Administrative Agent shall have received an “Enforcement Notice” or “Receivables Termination Notice” in each case, under (and as defined in) the Intercreditor Agreement;

(u) any material provision of any Related Document shall for any reason cease to be valid, binding and enforceable in accordance with its terms (or any Originator, the Servicer or the Borrower shall challenge the enforceability of any Related Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Related Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); or

(v) Any member of the Parent’s Controlled Group shall fail to pay when due an amount or amounts aggregating in excess of $5,000,000 which it shall have become liable to pay to the PBGC or to a Plan under Title IV of ERISA; or notice of intent to terminate a Material Plan under Section 4041(c) of ERISA (other than a multiemployer Plan, as defined in Section 4001(a)(3) of ERISA) shall be filed under Title IV of ERISA by any member of the Parent’s Controlled Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate or to cause a trustee to be appointed to administer any Material Plan (other than a multiemployer Plan) or a proceeding shall be instituted by a fiduciary of any Material Plan against any member of the Parent’s Controlled Group to enforce Section 4219(c)(5) of ERISA in an amount in excess of $5,000,000 and such proceeding shall not have been dismissed within 90 days of having been initiated; or a condition shall exist by reason of which it could reasonably be concluded that (i) any event described in the foregoing clauses of this subsection (v) is likely to occur or (ii) the PBGC would be entitled to obtain or would have a reasonable basis to seek a decree adjudicating that any Material Plan (other than a multiemployer Plan) must be terminated; or

(w) a Funding Excess exists at any time and the Borrower has not repaid the amount of such Funding Excess within one (1) Business Day in accordance with Section 2.08 hereof; or

(x) the Parent shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Parent Undertaking, or the Parent Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Parent, or the Parent shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability; or

(y) The Credit Agreement as in effect on the Effective Date (the “Effective Date Credit Agreement”) or any replacement Credit Agreement entered into on terms

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satisfactory to the Requisite Lenders (a “Replacement Credit Agreement”) shall have been terminated, whether voluntarily or otherwise; provided that any such termination of the Effective Date Credit Agreement (or any Replacement Credit Agreement) shall not constitute a Termination Event hereunder if the Effective Date Credit Agreement (or Replacement Credit Agreement, as the case may be) has been replaced with a comparable revolving credit facility on terms satisfactory to the Requisite Lenders,

then, and in any such event, the Administrative Agent, may, with the consent of the Requisite Lenders, and shall, at the request of the Requisite Lenders, by notice to the Borrower, declare the Commitment Termination Date to have occurred without demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, that the Commitment Termination Date shall automatically occur (i) upon the occurrence of any of the Termination Events described in Sections 8.01(d), (e) or (f), in each case without demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower or (ii) ten (10) Business Days after the occurrence of a Termination Event described in Section 8.01(w) if the same shall not have been remedied by such time and regardless of whether such Termination Event shall have been previously waived by the Requisite Lenders, in each case without demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower. Upon the declaration of the Commitment Termination Date solely pursuant to this Section, all Borrower Obligations shall automatically be and become due and payable in full, without any action to be taken on the part of any Person. In addition, if any Event of Servicer Termination shall have occurred, then, the Administrative Agent may, with the consent of the Requisite Lenders, and shall, at the request of the Requisite Lenders, by delivery of a Servicer Termination Notice to Buyer and the Servicer, terminate the servicing responsibilities of the Servicer under the Sale Agreement in accordance with the terms thereof.

ARTICLE IX.

REMEDIES

Section 9.01. Actions Upon Termination Event. If any Termination Event shall have occurred and be continuing and the Administrative Agent shall have declared the Commitment Termination Date to have occurred or the Commitment Termination Date shall be deemed to have occurred pursuant to Section 8.01, then the Administrative Agent may exercise in respect of the Borrower Collateral, in addition to any and all other rights and remedies granted to it hereunder, under any other Related Document or under any other instrument or agreement securing, evidencing or relating to the Borrower Obligations or otherwise available to it, all of the rights and remedies of a secured party upon default under the UCC (such rights and remedies to be cumulative and nonexclusive), and, in addition, may take the following actions:

(a) The Administrative Agent may, without notice to the Borrower except as required by law and at any time or from time to time, (i) charge, offset or otherwise apply amounts payable to the Borrower from any Collection Account against all or any part of the Borrower Obligations and (ii) without limiting the terms of Section 7.05(c), notify any Obligor under any Transferred Receivable or obligors under the Borrower Assigned Agreements of the

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transfer of the Transferred Receivables to the Borrower and the pledge of such Transferred Receivables or Borrower Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Secured Parties hereunder and direct that payments of all amounts due or to become due to the Borrower thereunder be made directly to the Administrative Agent or any servicer, collection agent or lockbox or other account designated by the Administrative Agent.

(b) The Administrative Agent may, without notice except as specified below, solicit and accept bids for and sell the Borrower Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or any of the Lenders’ or Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Administrative Agent may deem commercially reasonable. The Administrative Agent shall have the right to conduct such sales on the Borrower’s premises or elsewhere and shall have the right to use any of the Borrower’s premises without charge for such sales at such time or times as the Administrative Agent deems necessary or advisable. The Borrower agrees that, to the extent notice of sale shall be required by law, ten (10) days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of Borrower Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed for such sale, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Every such sale shall operate to divest all right, title, interest, claim and demand whatsoever of the Borrower in and to the Borrower Collateral so sold, and shall be a perpetual bar, both at law and in equity, against each Originator, the Borrower, any Person claiming any right in the Borrower Collateral sold through any Originator or the Borrower, and their respective successors or assigns. The Administrative Agent shall deposit the net proceeds of any such sale in an account held for the benefit of the Secured Parties and such proceeds shall be applied against all or any part of the Borrower Obligations.

(c) Upon the completion of any sale under Section 9.01(b), the Borrower shall deliver or cause to be delivered to the purchaser or purchasers at such sale on the date thereof, or within a reasonable time thereafter if it shall be impracticable to make immediate delivery, all of the Borrower Collateral sold on such date, but in any event full title and right of possession to such property shall vest in such purchaser or purchasers upon the completion of such sale. Nevertheless, if so requested by the Administrative Agent or by any such purchaser, the Borrower shall confirm any such sale or transfer by executing and delivering to such purchaser all proper instruments of conveyance and transfer and releases as may be designated in any such request.

(d) At any sale under Section 9.01(b), any Lender or the Administrative Agent may bid for and purchase the property offered for sale and, upon compliance with the terms of sale, may hold, retain and dispose of such property without further accountability therefor.

(e) The Administrative Agent may (but in no event shall be obligated to) exercise, at the sole cost and expense of the Borrower, any and all rights and remedies of the Borrower under or in connection with the Borrower Assigned Agreements or the other Borrower Collateral, including any and all rights of the Borrower to demand or otherwise require payment

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of any amount under, or performance of any provisions of, the Borrower Assigned Agreements. Without limiting the foregoing, the Administrative Agent shall, upon the occurrence of any Event of Servicer Termination, have the right to name any Successor Servicer (including itself) pursuant to Article VIII of the Sale Agreement.

Section 9.02. Exercise of Remedies. No failure or delay on the part of the Administrative Agent, any Group Agent or any Lender in exercising any right, power or privilege under this Agreement and no course of dealing between any Originator, the Borrower or the Servicer, on the one hand, and the Administrative Agent, any Group Agent or any Lender, on the other hand, shall operate as a waiver of such right, power or privilege, nor shall any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. The rights and remedies under this Agreement are cumulative, may be exercised singly or concurrently, and are not exclusive of any rights or remedies that the Administrative Agent, any Group Agent or any Lender would otherwise have at law or in equity. No notice to or demand on any party hereto shall entitle such party to any other or further notice or demand in similar or other circumstances, or constitute a waiver of the right of the party providing such notice or making such demand to any other or further action in any circumstances without notice or demand.

Section 9.03. Power of Attorney. On the Closing Date, the Borrower shall execute and deliver a power of attorney substantially in the form attached hereto as Exhibit 9.03 (a “Power of Attorney”). The Power of Attorney is a power coupled with an interest and shall be irrevocable until this Agreement has terminated in accordance with its terms and all of the Borrower Obligations are indefeasibly paid or otherwise satisfied in full. The powers conferred on the Administrative Agent under each Power of Attorney are solely to protect the Liens of the Administrative Agent and the Secured Parties upon and interests in the Borrower Collateral and shall not impose any duty upon the Administrative Agent to exercise any such powers. The Administrative Agent shall not be accountable for any amount other than amounts that it actually receives as a result of the exercise of such powers and none of the Administrative Agent’s officers, directors, employees, agents or representatives shall be responsible to the Borrower, any Originator, the Servicer or any other Person for any act or failure to act, except to the extent of damages attributable to their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. Notwithstanding any other provision herein or in any other Related Document to the contrary, the Administrative Agent shall not exercise any powers pursuant to any Power of Attorney unless a Termination Event or Servicer Termination Event shall have occurred and be continuing.

Section 9.04. Continuing Security Interest. This Agreement shall create a continuing Lien in the Borrower Collateral until the date such security interest is released by the Administrative Agent and the Lenders.

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ARTICLE X.

INDEMNIFICATION

Section 10.01. Indemnities by the Borrower.

(a) Without limiting any other rights that the Lenders, the Group Agents or the Administrative Agent or any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors or assigns (each, an “Indemnified Person”) may have hereunder or under applicable law, the Borrower hereby agrees to indemnify and hold harmless each Indemnified Person from and against any and all Indemnified Amounts that may be claimed or asserted against or incurred by any such Indemnified Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Document or any actions or failures to act in connection therewith, including any and all Rating Agency costs and any and all legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Related Documents; provided, that the Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such Indemnified Amount (x) results from such Indemnified Person’s gross negligence or willful misconduct, in each case as finally determined by a court of competent jurisdiction, (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the insolvency, bankruptcy or the failure (without cause or justification) or inability on the part of the related Obligor to perform its obligations thereunder or (z) constitutes Excluded Taxes. Without limiting the generality of the foregoing, the Borrower shall pay on demand to each Indemnified Person any and all Indemnified Amounts relating to or resulting from:

(i) reliance on any representation or warranty made or deemed made by the Borrower (or any of its officers) under or in connection with this Agreement or any other Related Document (without regard to any qualifications concerning the occurrence or non-occurrence of a Material Adverse Effect or similar concepts of materiality) or on any other information delivered by the Borrower pursuant hereto or thereto that shall have been incorrect when made or deemed made or delivered;

(ii) the failure by the Borrower to comply with any term, provision or covenant contained in this Agreement, any other Related Document or any agreement executed in connection herewith or therewith (without regard to any qualifications concerning the occurrence or non-occurrence of a Material Adverse Effect or similar concepts of materiality), any applicable law, rule or regulation with respect to any Transferred Receivable or the Contract therefor, or the nonconformity of any Transferred Receivable or the Contract therefor with any such applicable law, rule or regulation;

(iii) (1) the failure to vest and maintain vested in the Borrower valid and properly perfected title to and sole record and beneficial ownership of the Receivables that constitute Transferred Receivables, together with all Collections in respect thereof and all other Borrower Collateral, free and clear of any Adverse Claim and (2) the failure to maintain or transfer to the Administrative Agent, for the benefit of itself and the Secured Parties, a first priority, perfected Lien in any portion of the Borrower Collateral;

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(iv) any dispute, claim, offset or defense of any Obligor (other than its discharge in bankruptcy) to the payment of any Transferred Receivable (including a defense based on such Receivable or the Contract therefor not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services giving rise to such Receivable or the furnishing of or failure to furnish such merchandise or services or relating to collection activities with respect to such Receivable (if such collection activities were performed by any of its Affiliates acting as Servicer);

(v) any products liability claim or other claim arising out of or in connection with merchandise, insurance or services that is the subject of any Contract with respect to any Transferred Receivable;

(vi) the commingling of Collections with respect to Transferred Receivables by the Borrower at any time with its other funds or the funds of any other Person;

(vii) any failure by the Borrower to cause the filing of, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or any other applicable laws with respect to any Transferred Receivable hereunder or any other Borrower Collateral, whether at the time of the Borrower’s acquisition thereof or any Advance made hereunder or at any subsequent time;

(viii) any investigation, litigation or proceeding related to this Agreement or any other Related Document or the ownership of Receivables or Collections with respect thereto or any other investigation, litigation or proceeding relating to the Borrower, the Servicer or any Originator in which any Indemnified Person becomes involved as a result of any of the transactions contemplated hereby or by any other Related Document;

(ix) any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding;

(x) any Termination Event described in Section 8.01(d) or (e);

(xi) any failure of the Borrower to give reasonably equivalent value to the applicable Originator under the Sale Agreement in consideration of the transfer by such Originator of any Receivable, or any attempt by any Person to void such transfer under statutory provisions or common law or equitable action;

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(xii) any action or omission by Borrower or any Transaction Party which reduces or impairs the rights of the Administrative Agent or the Secured Parties with respect to any Receivable or the value of any such Receivable;

(xiii) any attempt by any Person to void any Borrowing or the Lien granted hereunder under statutory provisions or common law or equitable action;

(xiv) any failure of a Collection Account Bank to comply with the terms of the applicable Collection Account Agreement; or

(xv) any withholding, deduction or Charge imposed upon any payments with respect to any Transferred Receivable, any Borrower Assigned Agreement or any other Borrower Collateral.

(b) Any Indemnified Amounts subject to the indemnification provisions of this Section 10.01 not paid in accordance with Section 2.08 shall be paid by the Borrower to the Indemnified Person entitled thereto within five Business Days following demand therefor.

ARTICLE XI.

ADMINISTRATIVE AGENT; GROUP AGENTS

Section 11.01. Authorization and Action. The Administrative Agent may take such action and carry out such functions under this Agreement as are authorized to be performed by it pursuant to the terms of this Agreement, any other Related Document or otherwise contemplated hereby or thereby or are reasonably incidental thereto; provided, that the duties of the Administrative Agent set forth in this Agreement shall be determined solely by the express provisions of this Agreement, and, other than the duties set forth in Section 11.02, any permissive right of the Administrative Agent hereunder shall not be construed as a duty.

Section 11.02. Reliance. None of the Administrative Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or the other Related Documents, except for damages solely caused by its or their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. Without limiting the generality of the foregoing, and notwithstanding any term or provision hereof to the contrary, the Borrower, each Group Agent and each Lender hereby acknowledge and agree that the Administrative Agent as such (a) has no duties or obligations other than as set forth expressly herein, and has no fiduciary obligations to any person, (b) acts as a representative hereunder for the Lenders and the Group Agents and has no duties or obligations to, shall incur no liabilities or obligations to, and does not act as an agent in any capacity for, the Borrower (other than, with respect to the Administrative Agent, under the Power of Attorney with respect to remedial actions) or the Originators, (c) may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts, (d) makes no representation or warranty hereunder to any Affected Party and shall not be

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responsible to any such Person for any statements, representations or warranties made in or in connection with this Agreement or the other Related Documents, (e) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the other Related Documents on the part of the Borrower, the Servicer, any Originator, the Parent or any Lender, or to inspect the property (including the books and records) of the Borrower, the Servicer, any Originator, the Parent or any Lender, (f) shall not be responsible to the Borrower, the Servicer, any Group Agent, any Lender or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the other Related Documents or any other instrument or document furnished pursuant hereto or thereto, (g) shall incur no liability under or in respect of this Agreement or the other Related Documents by acting upon any notice, consent, certificate or other instrument or writing believed by it to be genuine and signed, sent or communicated by the proper party or parties and (h) shall not be bound to make any investigation into the facts or matters stated in any notice or other communication hereunder and may conclusively rely on the accuracy of such facts or matters.

Section 11.03. JPMorgan and Affiliates. JPMorgan and its Affiliates may generally engage in any kind of business with any Obligor, the Parent, the Originators, the Borrower, the Servicer, any Group Agent, any Lender, any of their respective Affiliates and any Person who may do business with or own securities of such Persons or any of their respective Affiliates, all as if JPMorgan were not the Administrative Agent and without the duty to account therefor to any Obligor, the Parent, any Originator, the Borrower, the Servicer, any Lender or any other Person.

Section 11.04. Lender Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent, the Structuring Agent, any Group Agent or any other Lender, and based upon such documents and information as it has deemed appropriate, made its own credit and financial analysis of the Borrower and its own decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Structuring Agent, any Group Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement.

Section 11.05. Indemnification. Each of the Committed Lenders severally agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the obligations of the Borrower hereunder), ratably according to their respective Pro Rata Shares, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any other Related Document or any action taken or omitted by the Administrative Agent in connection herewith or therewith; provided, however, that no Committed Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from the Administrative Agent’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. Without limiting the foregoing, each Committed Lender

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agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and each other Related Document, to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower.

Section 11.06. Successor Administrative Agent. The Administrative Agent may resign at any time by giving not less than thirty (30) days’ prior written notice thereof to each of the Lenders, the Group Agents and the Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the resigning Administrative Agent’s giving notice of resignation, then the resigning Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a Group Agent, if a Group Agent is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution which commercial bank or financial institution is organized under the laws of the United States of America or of any State thereof which has a long-term debt rating from S&P of “A–” or better and Moody’s of “A3” or better and has a combined capital and surplus of at least $300,000,000. If no successor Administrative Agent has been appointed pursuant to the foregoing, by the 30th day after the date such notice of resignation was given by the resigning Administrative Agent, such resignation shall become effective and the Requisite Lenders shall thereafter perform all the duties of the Administrative Agent hereunder until such time, if any, as the Requisite Lenders appoint a successor Administrative Agent as provided above. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Administrative Agent. Upon the earlier of the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent or the effective date of the resigning Administrative Agent’s resignation, the resigning Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Related Documents, except that any indemnity rights or other rights in favor of such resigning Administrative Agent shall continue. After any resigning Administrative Agent’s resignation hereunder, the provisions of this Article XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement and the other Related Documents.

Section 11.07. Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Termination Event, each Lender and each holder of any Note is hereby authorized at any time or from time to time, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived (but subject to Section 2.03(b)(i)), to set off and to appropriate and to apply any and all balances held by it at any of its offices for the account of the Borrower (regardless of whether such balances are then due to the Borrower) and any other properties or assets any time held or owing by that Lender or that holder to or for the credit or for the account of the Borrower against and on account of any of the

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Borrower Obligations which are not paid when due. Any Lender or holder of any Note exercising a right to set off or otherwise receiving any payment on account of the Borrower Obligations in excess of its pro rata share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender’s or holder’s pro rata share of the Borrower Obligations as would be necessary to cause such Lender to share the amount so set off or otherwise received with each other Lender or holder in accordance with their respective pro rata shares. The Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its pro rata share of the Borrower Obligations and may sell participations in such amount so set off to other Lenders and holders and (b) any Lender or holders so purchasing a participation in the Advances made or other Borrower Obligations held by other Lenders or holders may exercise all rights of set off, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Advances and the other Borrower Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the set-off amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of set-off, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Section 11.08. Group Agent Authorization and Action. Each Group Agent may take such action and carry out such functions under this Agreement as are authorized to be performed by it pursuant to the terms of this Agreement, any other Related Document or otherwise contemplated hereby or thereby or are reasonably incidental thereto; provided, that the duties of each Group Agent set forth in this Agreement shall be determined solely by the express provisions of this Agreement, and, other than the duties set forth in Section 11.09, any permissive right of any Group Agent hereunder shall not be construed as a duty.

Section 11.09. Reliance. None of any Group Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or the other Related Documents, except for damages solely caused by its or their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. Without limiting the generality of the foregoing, and notwithstanding any term or provision hereof to the contrary, the Borrower, the Administrative Agent, each other Group Agent and each Lender hereby acknowledge and agree that each Group Agent as such (a) has no duties or obligations other than as set forth expressly herein, and has no fiduciary obligations to any person, (b) acts as a representative hereunder for the Lenders it its Lender Group and has no duties or obligations to, shall incur no liabilities or obligations to, and does not act as an agent in any capacity for, the Borrower, the Originators, any Lender which is not it its Lender Group or the Administrative Agent, (c) may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts, (d) makes no representation or warranty hereunder to any Affected Party and shall not be responsible to any such Person for any statements, representations or warranties made in or in connection with this Agreement or the other Related Documents, (e) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the other Related Documents on the part of the Borrower, the Servicer, any

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Originator, the Parent or any Lender, or to inspect the property (including the books and records) of the Borrower, the Servicer, any Originator, the Parent or any Lender, (f) shall not be responsible to the Borrower, the Servicer, the Administrative Agent, any other Group Agent, any Lender or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the other Related Documents or any other instrument or document furnished pursuant hereto or thereto, (g) shall incur no liability under or in respect of this Agreement or the other Related Documents by acting upon any notice, consent, certificate or other instrument or writing believed by it to be genuine and signed, sent or communicated by the proper party or parties and (h) shall not be bound to make any investigation into the facts or matters stated in any notice or other communication hereunder and may conclusively rely on the accuracy of such facts or matters.

Section 11.10. Group Agents and Affiliates. Each Group Agent and its Affiliates may generally engage in any kind of business with any Obligor, the Parent, the Originators, the Borrower, the Servicer, any other Group Agent, the Administrative Agent, any Lender, any of their respective Affiliates and any Person who may do business with or own securities of such Persons or any of their respective Affiliates, all as if such Group Agent were not a Group Agent and without the duty to account therefor to any Obligor, the Parent, any Originator, the Borrower, the Servicer, any Lender or any other Person.

Section 11.11. Indemnification. Each of the Committed Lenders severally agrees to indemnify its applicable Group Agent (to the extent not reimbursed by the Borrower and without limiting the obligations of the Borrower hereunder), ratably according to their respective Committed Lender Shares, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against such Group Agent in any way relating to or arising out of this Agreement or any other Related Document or any action taken or omitted by such Group Agent in connection herewith or therewith; provided, however, that no Committed Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from such Group Agent’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. Without limiting the foregoing, each Committed Lender agrees to reimburse its applicable Group Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees) incurred by such Group Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and each other Related Document, to the extent that such Group Agent is not reimbursed for such expenses by the Borrower.

Section 11.12. Successor Group Agents. Any Group Agent may resign at any time by giving not less than thirty (30) days’ prior written notice thereof to each of the Lenders in its Group, the Administrative Agent and the Borrower. Upon any such resignation, the Committed Lenders in its Lender Group shall have the right to appoint a successor Group Agent. If no successor Group Agent shall have been so appointed by the Committed Lenders in its Lender Group and shall have accepted such appointment within 30 days after the resigning Group Agent’s giving notice of resignation, then the resigning Group Agent may, on behalf of

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the Lenders in its Lender Group, appoint a successor Group Agent, which shall be a Committed Lender in its Lender Group, if a Committed Lender it is Lender Group is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution which commercial bank or financial institution is organized under the laws of the United States of America or of any State thereof which has a long-term debt rating from S&P of “A–” or better and Moody’s of “A3” or better and has a combined capital and surplus of at least $300,000,000. If no successor Group Agent has been appointed pursuant to the foregoing, by the 30th day after the date such notice of resignation was given by the resigning Group Agent, such resignation shall become effective and the Committed Lenders it its Lender Group shall thereafter perform all the duties of such Group Agent hereunder until such time, if any, as the Committed Lenders in such Lender Group appoint a successor Group Agent as provided above. Upon the acceptance of any appointment as a Group Agent hereunder by a successor Group Agent, such successor Group Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Group Agent. Upon the earlier of the acceptance of any appointment as the Group Agent hereunder by a successor Group Agent or the effective date of the resigning Group Agent’s resignation, the resigning Group Agent shall be discharged from its duties and obligations under this Agreement and the other Related Documents, except that any indemnity rights or other rights in favor of such resigning Group Agent shall continue. After any resigning Group Agent’s resignation hereunder, the provisions of this Article XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was a Group Agent under this Agreement and the other Related Documents.

Section 11.13. Administrative Agent Action Upon Certain Events. To the extent the Administrative Agent is entitled to grant approvals or consents, withhold its consent of any waiver or amendment under this Agreement or any other Related Document in accordance with the terms hereof or thereof, or take any action upon the occurrence of any Combined Availability Trigger, Fixed Charge Coverage Trigger, Termination Event or Incipient Termination Event, the Administrative Agent shall (i) give prompt notice to each Group Agent of any such request for an approval, consent, waiver, amendment, or any Combined Availability Trigger, Fixed Charge Coverage Trigger, Termination Event or Incipient Termination Event of which it is aware and (ii) take such action with respect to such request for approval, consent, waiver, amendment or Combined Availability Trigger, Fixed Charge Coverage Trigger, Termination Event or Incipient Termination Event as shall be directed by the Requisite Lenders.

Section 11.14. Structuring Agent. No Person identified in this Agreement as a Structuring Agent shall have any right, power, obligation, liability, responsibility or duty under this Agreement in such capacity. Without limiting the foregoing, no such Person shall have or be deemed to have any fiduciary relationship with any other party hereto.

ARTICLE XII.

MISCELLANEOUS

Section 12.01. Notices. Except as otherwise provided herein, whenever it is provided herein that any notice, demand, request, consent, approval, declaration or other

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communication shall or may be given to or served upon any of the parties by any other parties, or whenever any of the parties desires to give or serve upon any other parties any communication with respect to this Agreement, each such notice, demand, request, consent, approval, declaration or other communication shall be in writing and shall be deemed to have been validly served, given or delivered (a) upon the earlier of actual receipt and three (3) Business Days after deposit in the United States Mail, registered or certified mail, return receipt requested, with proper postage prepaid, (b) upon transmission, when sent by email of the signed notice in PDF form or facsimile (with such email or facsimile promptly confirmed by delivery of a copy by personal delivery or United States Mail as otherwise provided in this Section 12.01), (c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid or (d) when delivered, if hand delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address or facsimile number set forth below or to such other address (or facsimile number) as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Failure or delay in delivering copies of any notice, demand, request, consent, approval, declaration or other communication to any Person (other than any Lender, any Group Agent and the Administrative Agent) designated in any written notice provided hereunder to receive copies shall in no way adversely affect the effectiveness of such notice, demand, request, consent, approval, declaration or other communication. Notwithstanding the foregoing, whenever it is provided herein that a notice is to be given to any other party hereto by a specific time, such notice shall only be effective if actually received by such party prior to such time, and if such notice is received after such time or on a day other than a Business Day, such notice shall only be effective on the immediately succeeding Business Day.

Borrower: Ryerson Funding LLC 2621 West 15th Place Chicago, Illinois 60608 Attention: Vice President, Finance & Treasurer Telephone: Facsimile: E-mail address:	with a copy to: Ryerson Funding LLC 2621 West 15th Place Chicago, Illinois 60608 Attention: Manager, Treasury Telephone: Facsimile: E-mail address:
with a copy to: Ryerson Funding LLC 2621 West 15th Place Chicago, Illinois 60608 Attention: General Counsel Telephone: Facsimile: E-mail address: Administrative Agent:	with a copy to: Mayer, Brown, Rowe & Maw 71 South Wacker Drive Chicago, Illinois 60606 Attention: Telephone: Facsimile: E-mail address:

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JPMorgan Chase Bank, N.A.

Asset Backed Securities

270 Park Avenue, Floor 10

New York, New York 10017

Attention:

Account Manager

Telephone:

Facsimile:

E-mail address:

GE Group Agent:

General Electric Capital Corporation

401 Merritt 7, Suite 23

Norwalk, Connecticut 06851

Attention: Vice President, Trade AR

Portfolio/Underwriting

Telephone:

Facsimile:

E-mail address:

JPM Group Agent:

JPMorgan Chase Bank, N.A.

Asset Backed Securities

270 Park Avenue, Floor 10

New York, New York 10017

Attention:

Telephone:

Facsimile:

Section 12.02. Binding Effect; Assignability.

(a) This Agreement shall be binding upon and inure to the benefit of the Borrower, each Lender, each Group Agent and the Administrative Agent and their respective successors and permitted assigns. The Borrower may not assign, transfer, hypothecate or otherwise convey any of its rights or obligations hereunder or interests herein without the express prior written consent of the Requisite Lenders. Any such purported assignment, transfer, hypothecation or other conveyance by the Borrower without the prior express written consent of the Requisite Lenders shall be void.

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(b) The Borrower hereby consents to any Lender’s assignment or pledge of, and/or sale of participations in, at any time or times after the Effective Date of the Related Documents, Advances and any Commitment or of any portion thereof or interest therein, including any Lender’s rights, title, interests, remedies, powers or duties thereunder, whether evidenced by a writing or not, made in accordance with this Section 12.02. Any assignment by a Committed Lender shall (i) require the execution of an assignment agreement (an “Assignment Agreement”) substantially in the form attached hereto as Exhibit 12.02(b) or otherwise in form and substance satisfactory to the applicable Group Agent, and acknowledged by, the applicable Group Agent; (ii) if such assignment is to a Person other than another Lender, any Group Agent or an Affiliate of any Lender or any Group Agent, and, so long as no Termination Event has occurred and is continuing, shall require the consent of the Borrower (which consent shall not be unreasonably withheld, delayed or conditioned); (iii) if a partial assignment, be in an amount at least equal to $5,000,000 and, after giving effect to any such partial assignment, the assigning Lender shall have retained Commitments in an amount at least equal to $5,000,000; (iv) require the delivery to the Administrative Agent and the applicable Group Agent by the assignee or participant, as the case may be, of any forms, certificates or other evidence with respect to United States tax withholding matters; and (v) shall require the consent of the Initial Group Agents (such consent not to be unreasonably withheld, delayed or conditioned). In the case of an assignment by a Lender under this Section 12.02, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitments or assigned portion thereof from and after the date of such assignment. The Borrower hereby acknowledges and agrees that any assignment made in accordance with this Section 12.02 will give rise to a direct obligation of the Borrower to the assignee and that the assignee shall thereupon be a “Lender” for all purposes. In all instances, each Committed Lender’s obligation to make Advances hereunder shall be several and not joint and shall be limited to such Committed Lender’s Pro Rata Share of the applicable Commitment. In the event any Committed Lender assigns or otherwise transfers all or any part of a Note, such Committed Lender shall so notify the Borrower and the Borrower shall, upon the request of such Committed Lender, execute new Notes in exchange for the Notes being assigned. Notwithstanding the foregoing provisions of this Section 12.02(b), any Lender may at any time pledge or assign all or any portion of such Lender’s rights under this Agreement and the other Related Documents to any Federal Reserve Bank or to any holder or trustee of such Lender’s securities; provided, however, that no such pledge or assignment to any Federal Reserve Bank, holder or trustee shall release such Lender from such Lender’s obligations hereunder or under any other Related Document and no such holder or trustee shall be entitled to enforce any rights of such Lender hereunder unless such holder or trustee becomes a Lender hereunder through execution of an Assignment Agreement as set forth above.

(c) In addition to the foregoing right, any Lender may, without notice to or consent from any Person, (x) grant to an SPV the option to make all or any part of any Advance that such Lender would otherwise be required to make hereunder (and the exercise of such option by such SPV and the making of Loans pursuant thereto shall satisfy the obligation of such Lender to make such Loans hereunder); (y) assign to an SPV all or a portion of its rights (but not its obligations) under the Related Documents, including a sale of any Advances or other Borrower Obligations hereunder and such Lender’s right to receive payment with respect to any

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such Borrower Obligation and (z) sell participations to one or more Persons in or to all or a portion of its rights and obligations under the Related Documents (including all its rights and obligations with respect to the Advances); provided, however, that (x) no such SPV or participant shall have a commitment, or be deemed to have made an offer to commit, to make Advances hereunder, and none shall be liable to any Person for any obligations of such Lender hereunder (it being understood that nothing in this Section 12.02(c) shall limit any rights the Lender may have as against such SPV or participant under the terms of the applicable option, sale or participation agreement between or among such parties); and (y) no such SPV or holder of any such participation shall be entitled to require such Lender to take or omit to take any action hereunder except actions directly affecting (i) any reduction in the principal amount of, or interest rate or Fees payable with respect to, any Advance in which such holder participates, (ii) any extension of any scheduled payment of the principal amount of any Advance in which such holder participates or the final maturity date thereof, and (iii) any release of all or substantially all of the Borrower Collateral (other than in accordance with the terms of this Agreement or the other Related Documents). Solely for purposes of Sections 2.08, 2.09, 2.10, and 9.01, Borrower acknowledges and agrees that each such sale or participation shall give rise to a direct obligation of the Borrower to the participant or SPV and each such participant or SPV shall be considered to be a “Lender” for purposes of such sections. Except as set forth in the preceding sentence, such Lender’s rights and obligations, and the rights and obligations of the other Lenders, the Group Agents and the Administrative Agent towards such Lender under any Related Document shall remain unchanged and none of the Borrower, the Administrative Agent, any Group Agent or any Lender (other than the Lender selling a participation or assignment to an SPV) shall have any duty to any participant or SPV and may continue to deal solely with the assigning or selling Lender as if no such assignment or sale had occurred.

(d) In addition to the foregoing, any Conduit Lender may at any time assign or grant participations in all or a portion of its rights and obligations under this Agreement and any other Related Document or any Advance without the consent of any Person, to (i) any other Lender, (ii) to any Liquidity Provider which is also a Committed Lender hereunder, (iii) to any commercial paper conduit managed by such Conduit Lender’s sponsor or administrator bank, or (iv) any Affiliate of such Conduit Lender’s sponsor bank. In addition, any Conduit Lender may, with the consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned) and the applicable Group Agent, at any time assign or grant a participation in all or any portion of its rights and obligations hereunder and interests herein to any other Person not listed in the immediately preceding sentence; provided further that the Borrower’s consent to such an assignment or grant a participation shall not be required and the preceding proviso shall not apply after the occurrence and during the continuation of a Termination Event.

(e) Except as expressly provided in this Section 12.02, no Lender shall, as between the Borrower and that Lender, or between the Administrative Agent or the Group Agent, as applicable, and that Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of participation in, all or any part of the Advances, the Notes or other Borrower Obligations owed to such Lender.

(f) The Borrower shall at the expense of the related Lender, execute and deliver any and all agreements, notes and other documents and instruments as shall be

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reasonably requested in connection with any such assignment or participation. The Borrower shall, if the Administrative Agent so requests in connection with an initial syndication of the Commitments hereunder, assist in the preparation of reasonable informational materials for such syndication.

(g) A Lender may furnish any information concerning the Borrower, the Originator, the Servicer and/or the Receivables in the possession of such Lender from time to time to assignees and participants (including prospective assignees and participants). Each Lender shall obtain from all prospective and actual assignees or participants confidentiality covenants substantially equivalent to those contained in Section 12.05.

(h) Upon the Borrower’s request, with the consent of the Initial Group Agents, an additional Lender Group may be added to this Agreement at any time by the execution and delivery of a Joinder Agreement by the members of such proposed additional Lender Group, the Borrower, the Administrative Agent and each of the Initial Group Agents, which execution and delivery shall not be unreasonably refused, conditioned or delayed by such parties. Upon the effective date of such Joinder Agreement, (i) each Person specified therein as a “Conduit Lender” shall become a party hereto as a Conduit Lender, entitled to the rights and subject to the obligations of a Conduit Lender hereunder and under the other Related Documents, (ii) each Person specified therein as a “Committed Lender” shall become a party hereto as a Committed Lender, entitled to the rights and subject to the obligations of a Committed Lender hereunder and under the other Related Documents, (iii) each Person specified therein as a “Group Agent” shall become a party hereto as a Group Agent, entitled to the rights and subject to the obligations of a Group Agent hereunder and under the other Related Documents and (iv) the Aggregate Commitment shall be increased by an amount equal to the aggregate Commitments of the Committed Lenders party to such Joinder Agreement.

Section 12.03. Termination; Survival of Borrower Obligations Upon Commitment Termination Date.

(a) This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until the Termination Date.

(b) Except as otherwise expressly provided herein or in any other Related Document, no termination or cancellation (regardless of cause or procedure) of any commitment made by any Affected Party under this Agreement shall in any way affect or impair the obligations, duties and liabilities of the Borrower or the rights of any Affected Party relating to any unpaid portion of the Borrower Obligations, due or not due, liquidated, contingent or unliquidated or any transaction or event occurring prior to such termination, or any transaction or event, the performance of which is required after the Commitment Termination Date. Except as otherwise expressly provided herein or in any other Related Document, all undertakings, agreements, covenants, warranties and representations of or binding upon the Borrower and all rights of any Affected Party hereunder, all as contained in the Related Documents, shall not terminate or expire, but rather shall survive any such termination or cancellation and shall continue in full force and effect until the Termination Date; provided, that the rights and

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remedies provided for herein with respect to any breach of any representation or warranty made by the Borrower pursuant to Article IV, the indemnification and payment provisions of Article X and Sections 11.05, 12.05, 12.14 and 12.15 shall be continuing and shall survive the Termination Date.

Section 12.04. Costs, Expenses and Taxes. (a) The Borrower shall reimburse the Administrative Agent and each Group Agent for all reasonable out of pocket expenses incurred in connection with the negotiation and preparation of this Agreement and the other Related Documents (including the reasonable fees and expenses of all of its special counsel, advisors, consultants and auditors retained in connection with the transactions contemplated thereby and advice in connection therewith). The Borrower shall reimburse each Lender, each Group Agent and the Administrative Agent for all fees, costs and expenses, including the fees, costs and expenses of counsel or other advisors (including environmental and management consultants and appraisers) for advice, assistance, or other representation in connection with:

(i) the forwarding to the Borrower or any other Person on behalf of the Borrower by any Lender of any proceeds of Advances made by such Lender hereunder;

(ii) any amendment, modification or waiver of, consent with respect to, or termination of this Agreement or any of the other Related Documents or advice in connection with the administration hereof or thereof or their respective rights hereunder or thereunder;

(iii) any Litigation, contest or dispute (whether instituted by the Borrower, any Lender, any Group Agent, the Administrative Agent or any other Person as a party, witness, or otherwise) in any way relating to the Borrower Collateral, any of the Related Documents or any other agreement to be executed or delivered in connection herewith or therewith, including any Litigation, contest, dispute, suit, case, proceeding or action, and any appeal or review thereof, in connection with a case commenced by or against the Borrower, the Servicer or any other Person that may be obligated to any Lender, any Group Agent or the Administrative Agent by virtue of the Related Documents, including any such Litigation, contest, dispute, suit, proceeding or action arising in connection with any work-out or restructuring of the transactions contemplated hereby during the pendency of one or more Termination Events;

(iv) any attempt to enforce any remedies of a Lender, any Group Agent or the Administrative Agent against the Borrower, the Servicer or any other Person that may be obligated to them by virtue of any of the Related Documents, including any such attempt to enforce any such remedies in the course of any work-out or restructuring of the transactions contemplated hereby during the pendency of one or more Termination Events;

(v) any work-out or restructuring of the transactions contemplated hereby during the pendency of one or more Termination Events; and

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(vi) except as otherwise expressly provided herein with respect to certain expenses not covered by the Borrower, efforts to (A) monitor the Advances or any of the Borrower Obligations, (B) evaluate, observe or assess the Originators, the Parent, the Borrower, the Member or the Servicer or their respective affairs, and (C) verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Borrower Collateral;

including all attorneys’ and other professional and service providers’ fees arising from such services, including those in connection with any appellate proceedings, and all expenses, costs, charges and other fees incurred by such counsel and others in connection with or relating to any of the events or actions described in this Section 12.04, all of which shall be payable, on demand, by the Borrower to the applicable Lender, the applicable Group Agent or the Administrative Agent, as applicable. Without limiting the generality of the foregoing, such expenses, costs, charges and fees may include: fees, costs and expenses of accountants, environmental advisors, appraisers, investment bankers, management and other consultants and paralegals; court costs and expenses; photocopying and duplication expenses; court reporter fees, costs and expenses; long distance telephone charges; air express charges; telegram or facsimile charges; secretarial overtime charges; and expenses for travel, lodging and food paid or incurred in connection with the performance of such legal or other advisory services.

(b) In addition, the Borrower shall pay on demand any and all stamp, sales, excise and other taxes (excluding income taxes imposed by the jurisdiction under the laws of which such person is organized), gross receipts or franchise taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement or any other Related Document, and the Borrower agrees to indemnify and save each Indemnified Person harmless from and against any and all liabilities with respect to or resulting from any delay or failure to pay such taxes and fees.

Section 12.05. Confidentiality.

(a) Except to the extent otherwise required by applicable law or as required to be filed publicly with the Securities and Exchange Commission, or unless the Requisite Lenders shall otherwise consent in writing, the Borrower agrees to maintain the confidentiality of this Agreement (and all drafts hereof and documents ancillary hereto), in its communications with third parties other than any Affected Party or any Indemnified Person and otherwise not to disclose, deliver or otherwise make available to any third party (other than its directors, officers, employees, accountants or counsel) the original or any copy of all or any part of this Agreement or any other Related Document (or any draft hereof and documents ancillary hereto) except to an Affected Party or an Indemnified Person.

(b) The Borrower agrees that it shall not (and shall not permit any of its Subsidiaries to) issue any news release or make any public announcement pertaining to the transactions contemplated by this Agreement and the other Related Documents which specifically references the name of any Lender, any Group Agent or the Agent without the prior written consent of such Lender, such Group Agent or the Agent, as applicable, (which consent shall not be unreasonably withheld); provided that this paragraph (b) shall not restrict the

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Borrower’s ability to make any Securities and Exchange Commission or other required regulatory filings that would require the inclusion of the names of the Lenders, the Group Agents, the Agent or any of their Affiliates.

(c) The Administrative Agent, each Group Agent and each Lender agrees to maintain the confidentiality of the Information (as defined below), and will not use such confidential Information for any purpose or in any matter except in connection with this Agreement, except that Information may be disclosed (1) to (i) each Affected Party (ii) its and each Affected Party’s and their respective Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential and to not disclose or use such Information in violation of Regulation FD (17 C.F.R. § 243.100-243.103)) and (iii) industry trade organizations for inclusion in league table measurements, (2) to any regulatory, judicial or administrative authority (it being understood that it will to the extent reasonably practicable provide the Borrower with an opportunity to request confidential treatment from such regulatory authority), (3) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (4) to any other party to this Agreement, (5) to the extent required in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Related Document or the enforcement of rights hereunder or thereunder, (6) to the parties to the Credit Agreement, (7) to any rating agency, Commercial Paper dealer or provider of a surety, guaranty or credit or liquidity enhancement to any Conduit Lender or any entity organized for the purpose of purchasing, or making loans secured by, financial assets for which a Group Agent acts as the administrative agent and to any officers, directors, employees, outside accountants and attorneys of any of the foregoing, (8) subject to an agreement containing provisions substantially the same as those of this Section, to any assignee of (or participant in), or any prospective assignee of (or participant in), any of its rights or obligations under this Agreement, (9) with the consent of the Borrower or (10) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or any other confidentiality agreement to which it is party with the Borrower or the Parent or any subsidiary thereof or (ii) becomes available to the Administrative Agent, any Group Agent or any Lender on a nonconfidential basis from a source other than the Parent or any subsidiary thereof. For the purposes of this Section, “Information” means all information received from the Borrower, any Originator and the Servicer relating to the Borrower, any Originator, the Servicer, the Parent or any subsidiary thereof or their businesses, or any Obligor, other than any such information that is available to the Administrative Agent, any Group Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower or the Servicer. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Section 12.06. Complete Agreement; Modification of Agreement. This Agreement and the other Related Documents constitute the complete agreement among the parties hereto with respect to the subject matter hereof and thereof, supersede all prior agreements and understandings relating to the subject matter hereof and thereof, and may not be modified, altered or amended except as set forth in Section 12.07.

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Section 12.07. Amendments and Waivers.

(a) No amendment, modification, termination or waiver of any provision of this Agreement or any Note, or any consent to any departure by the Borrower therefrom, shall be effective unless the same shall be in writing and signed by the Borrower and by the Requisite Lenders or, to the extent required under subsection (b) below, by all affected Lenders, as applicable, and, to the extent required under subsection (b) or subsection (c) below, by the Administrative Agent or the Group Agents, as applicable. Except as set forth in subsection (b) below, all amendments, modifications, terminations or waivers requiring the consent of any Lenders without specifying the required percentage of Lenders shall require the written consent of the Requisite Lenders.

(b)(i) No amendment, modification, termination or waiver shall, unless in writing and signed by each Lender directly affected thereby, do any of the following: (1) increase the principal amount of any Lender’s Commitment; (2) reduce the principal of, rate of interest on or Fees payable with respect to any Advance made by any affected Lender; (3) extend any scheduled payment date or final maturity date of the principal amount of any Advance of any affected Lender; (4) waive, forgive, defer, extend or postpone any payment of interest or Fees as to any affected Lender; (5) change the percentage of the Aggregate Commitments or of the aggregate Outstanding Principal Amount which shall be required for Lenders or any of them to take any action hereunder; (6) release all or substantially all of the Borrower Collateral; or (7) amend or waive this Section 12.07 or the definition of the term “Requisite Lenders” insofar as such definition affects the substance of this Section 12.07. Furthermore, no amendment, modification, termination or waiver shall be effective to the extent that it (x) affects the rights or duties of the Administrative Agent under this Agreement or any other Related Document unless in writing and signed by the Administrative Agent or (y) affects the rights and duties of any Group Agent under this Agreement or any other Related Document unless in writing and signed by such Group Agent.

(ii) Each amendment, modification, termination or waiver shall be effective only in the specific instance and for the specific purpose for which it was given. No amendment, modification, termination or waiver shall be required for the Administrative Agent to take additional Borrower Collateral pursuant to any Related Document. No amendment, modification, termination or waiver of any provision of any Note shall be effective without the written concurrence of the holder of such Note. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 12.07 shall be binding upon each holder of a Note at the time outstanding and each future holder of a Note.

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(iii) No Lender shall waive any of the provisions set forth in Section 4.01(v) or Section 5.01(g) if such waiver would adversely affect the Ratings, if applicable.

(c) Upon indefeasible payment in full in cash and performance of all of the Borrower Obligations (other than indemnification obligations under Section 10.01), termination of the Aggregate Commitment and a release of all claims against the Administrative Agent, the Group Agents and Lenders, and so long as no suits, actions, proceedings or claims are pending or threatened against any Indemnified Person asserting any damages, losses or liabilities that are Indemnified Liabilities, the Administrative Agent shall deliver to the Borrower termination statements and other documents necessary or appropriate to evidence the termination of the Liens securing payment of the Borrower Obligations.

(d) In the event that Sections 5.01(b) or 5.19 of the Credit Agreement, Sections 6(d) or (e) of the Security Agreement, or any defined term used in any such section (or any defined term used to define any such defined term) is amended at any time, the Borrower hereby agrees, if any Group Agent so requests, to amend Annex 5.02(a), Section 7.05(c), the definition of Exclusive Account Control Trigger, and/or any defined term used to define Exclusive Account Control Trigger, as applicable, in order to preserve the nature of the Secured Parties’ protections hereunder as of Closing Date in relation to such provisions under the Credit Agreement as of the Closing Date; it being understood that the events which trigger the Secured Parties’ rights with respect to reporting frequency and the exercise of control over the Collection Accounts hereunder are designed to be events which would occur prior to the corresponding triggering events under the Credit Agreement. The Borrower agrees to provide each Group Agent with prompt notice of any proposed amendment, restatement or modification of the Credit Agreement (including the terms of such proposed amendment, restatement or modification).

Section 12.08. No Waiver; Remedies. The failure by any Lender, any Group Agent or the Administrative Agent, at any time or times, to require strict performance by the Borrower or the Servicer of any provision of this Agreement, any Receivables Assignment or any other Related Document shall not waive, affect or diminish any right of any Lender, any Group Agent or the Administrative Agent thereafter to demand strict compliance and performance herewith or therewith. Any suspension or waiver of any breach or default hereunder shall not suspend, waive or affect any other breach or default whether the same is prior or subsequent thereto and whether the same or of a different type. None of the undertakings, agreements, warranties, covenants and representations of the Borrower or the Servicer contained in this Agreement, any Receivables Assignment or any other Related Document, and no breach or default by the Borrower or the Servicer hereunder or thereunder, shall be deemed to have been suspended or waived by any Lender, any Group Agent or the Administrative Agent unless such waiver or suspension is by an instrument in writing signed by an officer of or other duly authorized signatory of the applicable Lenders, applicable Group Agents and/or the Administrative Agent, as applicable, and directed to the Borrower or the Servicer, as applicable, specifying such suspension or waiver. The rights and remedies of the Lenders, the Group Agents and the Administrative Agent under this Agreement and the other Related Documents shall be cumulative and nonexclusive of any other rights and remedies that the Lenders, the Group Agents and the Administrative Agent may have hereunder, thereunder, under any other agreement, by operation of law or otherwise. Recourse to the Borrower Collateral shall not be required.

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Section 12.09. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.

(a) THIS AGREEMENT AND EACH OTHER RELATED DOCUMENT (EXCEPT TO THE EXTENT THAT ANY RELATED DOCUMENT EXPRESSLY PROVIDES TO THE CONTRARY) AND THE OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF ILLINOIS (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES) EXCEPT TO THE EXTENT THAT THE PERFECTION, EFFECT OF PERFECTION OR PRIORITY OF THE INTERESTS OF THE ADMINISTRATIVE AGENT IN THE RECEIVABLES OR REMEDIES HEREUNDER OR THEREUNDER, IN RESPECT THEREOF, ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF ILLINOIS, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

(b) EACH PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN CHICAGO, ILLINOIS SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THEM PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER RELATED DOCUMENT; PROVIDED, THAT EACH PARTY HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF CHICAGO, ILLINOIS; PROVIDED FURTHER THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE ANY LENDER, ANY GROUP AGENT OR THE ADMINISTRATIVE AGENT FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE BORROWER COLLATERAL OR ANY OTHER SECURITY FOR THE BORROWER OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE LENDERS, THE GROUP AGENTS OR THE ADMINISTRATIVE AGENT. EACH PARTY HERETO SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION THAT SUCH PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH PARTY AT THE

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ADDRESS PROVIDED FOR IN SECTION 12.01 HEREOF AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY’S ACTUAL RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER POSTAGE PREPAID. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

(c) BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 12.10. Counterparts. This Agreement may be executed in any number of separate counterparts, each of which shall collectively and separately constitute one agreement.

Section 12.11. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement.

Section 12.12. Section Titles. The section, titles and table of contents contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.

Section 12.13. Further Assurances.

(a) The Borrower shall, or shall cause the Servicer to, at its sole cost and expense, upon the reasonable request of any of the Lenders, any Group Agent or the Administrative Agent, promptly and duly execute and deliver any and all further instruments and documents and take such further action that may be necessary or desirable or that any of the Lenders, any Group Agent or the Administrative Agent may request to (i) perfect, protect, preserve, continue and maintain fully the Liens granted to the Administrative Agent for the benefit of itself and the Secured Parties under this Agreement, (ii) enable the Secured Parties or the Administrative Agent to exercise and enforce its rights under this Agreement or any of the

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other Related Documents or (iii) otherwise carry out more effectively the provisions and purposes of this Agreement or any other Related Document. Without limiting the generality of the foregoing, the Borrower shall, upon request of any of the Lenders, any Group Agent or the Administrative Agent, (A) execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices that may be necessary or desirable or that any of the Lenders, the Group Agents or the Administrative Agent may request to perfect, protect and preserve the Liens granted pursuant to this Agreement, free and clear of all Adverse Claims, (B) mark, or cause the Servicer to mark, each Contract evidencing each Transferred Receivable with a legend, acceptable to each Lender, each Group Agent and the Administrative Agent evidencing that the Borrower has purchased such Transferred Receivables and that the Administrative Agent, for the benefit of the Secured Parties, has a security interest in and lien thereon, (C) mark, or cause the Servicer to mark, its master data processing records evidencing such Transferred Receivables with such a legend and (D) notify or cause the Servicer to notify Obligors of the Liens on the Transferred Receivables granted hereunder.

(b) Without limiting the generality of the foregoing, the Borrower hereby authorizes the Lenders and the Administrative Agent, and each of the Lenders hereby authorizes the Administrative Agent, to file one or more financing or continuation statements, or amendments thereto or assignments thereof, relating to all or any part of the Transferred Receivables, including Collections with respect thereto, or the Borrower Collateral without the signature of the Borrower or, as applicable, the Lenders, as applicable, to the extent permitted by applicable law. A carbon, photographic or other reproduction of this Agreement or of any notice or financing statement covering the Transferred Receivables, the Borrower Collateral or any part thereof shall be sufficient as a notice or financing statement where permitted by law.

Section 12.14. No Proceedings. (a) Each of the Borrower, the Administrative Agent, each Group Agent and each Lender (other than, in the case of a Conduit Lender, as to itself) hereby agrees that it will not institute against any Conduit Lender any proceeding of the type referred to in Sections 8.01(d) and 8.01(e) so long as any Commercial Paper of such Conduit Lender shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Commercial Paper shall have been outstanding.

(b) Each of the Administrative Agent, each Group Agent and each Lender agrees that, from and after the Closing Date and until the date one year plus one day following the Termination Date, it will not, directly or indirectly, institute or cause to be instituted against the Borrower any proceeding of the type referred to in Sections 8.01(d) and 8.01(e).

(c) This Section 12.14 shall survive the termination of this Agreement.

Section 12.15. Limitation of Liability.

(a) Except with respect to any claim arising out of the willful misconduct or gross negligence of any Lender, any Group Agent or the Administrative Agent, no claim may be made by the Borrower or any other Person against any Lender, any Group Agent, the Administrative Agent or their respective Affiliates, directors, officers, employees, attorneys or

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agents (each a “Lender Party”), for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement or any other Related Document, or any act, omission or event occurring in connection herewith or therewith; and the Borrower hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

(b) Notwithstanding anything to the contrary contained herein, the obligations of the Conduit Lenders under this Agreement are solely the corporate obligations of each such Conduit Lender and shall be payable only at such time as funds are actually received by, or are available to, such Conduit Lender in excess of funds necessary to pay in full all outstanding Commercial Paper issued by such Conduit Lender and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such Conduit Lender. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) of any such party shall be subordinated to the payment in full of all Commercial Paper.

(c) No recourse under any obligation, covenant or agreement of any Conduit Lender contained in this Agreement or any other Related Document shall be had against any incorporator, stockholder, officer, director, member, manager, employee or agent of such Conduit Lender or any of its Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of such Conduit Lender, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of any Conduit Lender or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such Conduit Lender contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by any Conduit Lender of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or fraudulent omissions made by them.

(d) Notwithstanding any provision in any other section of this Agreement to the contrary, the obligation of the Borrower to pay any amounts payable to any Lender or any other Affected Party pursuant to Sections 2.09, 2.10 and 10.01 of this Agreement shall be without recourse to the Borrower except as to any Collections and other amounts and/or proceeds of the Receivables (collectively, the “Available Amounts”) required to be distributed to such parties, to the extent that such amounts are available for distribution. In the event that amounts payable to a Lender or any other Affected Party pursuant to this Agreement exceed the Available Amounts, the excess of the amounts due hereunder over the Available Amounts paid shall not constitute a “claim” under Section 101(5) of the Bankruptcy Code against the Borrower until such time as the Borrower has Available Amounts. The foregoing shall not operate to limit the

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rights of the Administrative Agent or any other Secured Party to enforce any claims of Borrower or its assigns against the Originators under the Sale Agreement or any other Related Document.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties have caused this Receivables Funding and Administration Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

RYERSON FUNDING LLC, as the Borrower

By

Name

Title

S-1

Commitment: $225,000,000	GENERAL ELECTRIC CAPITAL CORPORATION,
	as a Committed Lender, as a Group Agent and as Structuring Agent
	By:
	Name:
	Title:	Duly Authorized Signatory
Commitment: $225,000,000	JPMORGAN CHASE BANK, N.A., as a
	Committed Lender, as a Group Agent and as Administrative Agent
	By:
	Name:
	Title:
	JUPITER SECURITIZATION COMPANY LLC
	By: JPMorgan Chase Bank, N.A., its attorney-in-fact
	By:
	Name:
	Title:

S-2

ANNEX X

to

RECEIVABLES SALE AND SERVICING AGREEMENT

and

RECEIVABLES FUNDING AND ADMINISTRATION AGREEMENT

dated as of

January 26, 2007

Definitions and Interpretation

Annex X

SECTION 1. Definitions and Conventions. Capitalized terms used in the Sale Agreement (as defined below) and the Funding Agreement (as defined below) shall have (unless otherwise provided elsewhere therein) the following respective meanings:

“2011 Notes” shall mean the Parent’s 8 ¹/4% Senior Notes due December 15, 2011.

“Account” shall mean any of the Collection Accounts.

“Account Agreement” shall mean any of the Collection Account Agreements.

“Accounting Changes” shall mean, with respect to any Person, (a) changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion of the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or any successor thereto or any agency with similar functions); (b) changes in accounting principles concurred in by such Person’s certified public accountants; (c) purchase accounting adjustments under A.P.B. 16 or 17 and EITF 88-16, and the application of the accounting principles set forth in FASB 109, including the establishment of reserves pursuant thereto and any subsequent reversal (in whole or in part) of such reserves; and (d) the reversal of any reserves established as a result of purchase accounting adjustments.

“Acquired Receivables Eligibility Requirement” shall mean, with respect to any Receivables acquired in connection with a Business Acquisition, the requirement that (i) a collateral review of the acquired Receivables shall have been performed by the Group Agents or their representatives (the fees and expenses associated with such review to be paid by the Borrower in accordance with Section 7.05(b) of the Funding Agreement) and (ii) each Group Agent shall have notified the Borrower that it is satisfied in its sole good faith discretion with the scope and results of such collateral review; it being understood that each of the Borrower and the Group Agents will use reasonable efforts to satisfy the Acquired Receivables Eligibility Requirement as promptly as reasonably practicable following consummation of the relevant Business Acquisition.

“Additional Amounts” shall mean any amounts payable to any Affected Party under Sections 2.09 or 2.10 of the Funding Agreement.

“Additional Costs” shall have the meaning assigned to it in Section 2.09(b) of the Funding Agreement.

“Administrative Agent” shall have the meaning set forth in the Preamble of the Funding Agreement.

“Administrative Services Agreement” shall mean that certain Ancillary Services and Lease Agreement dated as of the date hereof between the Borrower and JTR.

“Advance” shall have the meaning assigned to it in Section 2.01 of the Funding Agreement.

“Advance Date” shall mean each day on which any Advance is made.

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Annex X

“Adverse Claim” shall mean any claim of ownership or any Lien, other than any ownership interest or Lien created under the Sale Agreement or the Funding Agreement.

“Affected Party” shall mean each of the following Persons: each Lender, each Group Agent, the Administrative Agent, the Depositary, each Affiliate of the foregoing Persons, each Program Support Provider, and any SPV or participant with the rights of a Lender under Section 12.02(c) of the Funding Agreement and their respective successors, transferees and permitted assigns.

“Affiliate” shall mean, with respect to any Person, (a) each Person that, directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%) or more of the Stock having ordinary voting power in the election of directors of such Person, (b) each Person that controls, is controlled by or is under common control with such Person, or (c) each of such Person’s officers, directors, joint venturers and partners. For the purposes of this definition, “control” of a Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, whether through the ownership of voting securities, by contract or otherwise.

“Aggregate Commitment” shall mean as to all Committed Lenders, the aggregate commitment of all Committed Lenders to make Advances, which aggregate commitment shall be Four Hundred Fifty Million Dollars ($450,000,000) on the Closing Date, as such amount may be adjusted, if at all, from time to time in accordance with the Funding Agreement.

“Appendices” shall mean, with respect to any Related Document, all exhibits, schedules, annexes and other attachments thereto, or expressly identified thereto.

“Applicable Margin” shall have the meaning set forth in the Fee Letter.

“Applicable Unused Fee Rate” shall have the meaning set forth in the Fee Letter.

“Asset Purchase Agreement” shall mean any asset purchase or other agreements pursuant to which a Conduit Lender may from time to time assign part or all of the Advances made by such Conduit Lender to a Liquidity Provider, as amended, restated, supplemented or otherwise modified from time to time.

“Assignment Agreement” shall mean an assignment agreement in the form of Exhibit 12.02(b) attached to the Funding Agreement.

“Authorized Officer” shall mean, with respect to any corporation or limited liability company, the Chairman or Vice-Chairman of the Board, the President, any Vice President, the General Counsel, the Secretary, the Treasurer, the Controller, any Assistant Secretary, any Assistant Treasurer, any manager or managing member and each other officer of such corporation or limited liability company specifically authorized to sign agreements, instruments or other documents on behalf of such corporation or limited liability company in connection with the transactions contemplated by the Sale Agreement, the Funding Agreement and the other Related Documents.

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Annex X

“Available Amounts” shall have the meaning assigned to it in Section 12.15 of the Funding Agreement.

“Average Dilution Ratio” shall mean, as of any date of determination, the average of the Dilution Ratios occurring during the twelve most recent Settlement Periods preceding such date.

“Bank” shall mean any of the Collection Account Banks.

“Bankruptcy Code” shall mean the provisions of title 11 of the United States Code, 11 U.S.C. § § 101 et seq.

“Beneficial Owner” shall mean a beneficial owner as such term is defined in Rule 13d-3 under the Exchange Act.

“Billed Amount” shall mean, with respect to any Receivable, the amount billed on the Billing Date to the Obligor thereunder.

“Billing Date” shall mean, with respect to any Receivable, the date on which the invoice with respect thereto was generated.

“BK Obligor” means an Obligor that is (i) unable to make payment of its obligations when due, (ii) a debtor in a voluntary or involuntary bankruptcy proceeding, or (iii) the subject of a comparable receivership or insolvency proceeding.

“Borrower” shall have the meaning assigned to it in the preamble to the Funding Agreement.

“Borrower Account Collateral” shall have the meaning assigned to it in Section 7.01(c) of the Funding Agreement.

“Borrower Assigned Agreements” shall have the meaning assigned to it in Section 7.01(b) of the Funding Agreement.

“Borrower Collateral” shall have the meaning assigned to it in Section 7.01 of the Funding Agreement.

“Borrower Obligations” shall mean all loans, advances, debts, liabilities, indemnities and obligations for the performance of covenants, tasks or duties or for payment of monetary amounts (whether or not such performance is then required or contingent, or such amounts are liquidated or determinable) owing by the Borrower to any Affected Party under the Funding Agreement, any other Related Document and any document or instrument delivered pursuant thereto, and all amendments, extensions or renewals thereof, and all covenants and duties regarding such amounts, of any kind or nature, present or future, whether or not evidenced by any note, agreement or other instrument, arising thereunder, including the Outstanding Principal Amount, interest, Unused Commitment Fees, amounts payable in respect of Funding Excess, Successor Servicing Fees and Expenses, Additional Amounts, Additional Costs and Indemnified Amounts. This term includes all principal, interest (including all interest that

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Annex X

accrues after the commencement of any case or proceeding by or against the Borrower in bankruptcy, whether or not allowed in such case or proceeding), fees, charges, expenses, attorneys’ fees and any other sum chargeable to the Borrower under any of the foregoing, whether now existing or hereafter arising, voluntary or involuntary, whether or not jointly owed with others, direct or indirect, absolute or contingent, liquidated or unliquidated, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations that are paid to the extent all or any portion of such payment is avoided or recovered directly or indirectly from any Lender, any Group Agent, the Administrative Agent or any other Secured Party or any assignee of any Lender, any Group Agent, the Administrative Agent or any other Secured Party as a preference, fraudulent transfer or otherwise.

“Borrowing” shall mean the Advances of the Lenders made pursuant to Section 2.01 of the Funding Agreement.

“Borrowing Base” shall mean, as of any date of determination, the amount equal to the lesser of (a) the Aggregate Commitment, and (b) an amount equal to (i) the product of (A) the Dynamic Advance Rate and (B) the Net Receivables Balance minus (ii) the Servicing Fee Reserve, in each case as disclosed in the most recently submitted Borrowing Request or Report or as otherwise determined by the Requisite Lenders based on Borrower Collateral information available to them, including any information obtained from any audit or from any other reports with respect to the Borrower Collateral, which determination shall be final, binding and conclusive on all parties to the Funding Agreement (absent manifest error).

“Borrowing Request” shall have the meaning assigned to it in Section 2.03(a) of the Funding Agreement.

“Breakage Costs” shall have the meaning assigned to it in Section 2.10 of the Funding Agreement.

“Business Acquisition” shall mean (a) an Investment by an Originator in capital stock or other equity interests (including warrants, options or other rights to acquire such equity interests) of any Person (other than another Originator) or (b) an acquisition by an Originator of the property and assets of any Person (other than another Originator) that constitute all or substantially all the assets of such Person or any division or other business unit of such Person; provided that neither of the following shall be considered a Business Acquisition: (i) an acquisition of real property or (ii) an acquisition of a Person if all or substantially all of such Person’s assets are real property.

“Business Day” shall mean any day that is not a Saturday, a Sunday or a day on which banks are required or permitted to be closed in the States of New York or Illinois or, with respect to any remittances to be made by any Collection Account Bank to any related Account, in the jurisdiction(s) in which the Accounts maintained by such Banks are located.

“Buyer” shall have the meaning assigned to it in the preamble to the Sale Agreement.

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Annex X

“Buyer Available Amounts” shall have the meaning assigned to it in Section 6.15 of the Sale Agreement.

“Buyer Indemnified Person” shall have the meaning assigned to it in Section 5.01 of the Sale Agreement.

“Change of Control” shall mean the occurrence of any of the following events:

(a) any “person”, as such term is defined in Section 14(d) of the Exchange Act (other than (x) a trustee or other fiduciary holding Voting Securities of the Parent (as defined below) under an employee benefit plan of the Parent, (y) an underwriter temporarily holding Voting Securities of the Parent pursuant to an offering of such securities or (z) a mutual, fidelity or similar fund holding Voting Securities of the Parent) (an “Acquiring Person”), is or becomes the Beneficial Owner, directly or indirectly, of 30% or more of the combined voting power of the Parent’s outstanding securities ordinarily having the right to vote at elections of directors (the “Voting Securities of the Parent”); or

(b) individuals who constitute the Board of Directors of the Parent on the date of this Agreement (the “Incumbent Board of the Parent”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date of this Agreement whose election, or nomination for election by the Parent’s shareholders, was approved by a vote of at least three-fourths of the directors comprising the Incumbent Board of the Parent (either by a specific vote or by approval of the proxy statement of the Parent in which such person is named as a nominee for director, without objection to such nomination) shall be, for the purpose of this clause (b), considered as though such person were a member of the Incumbent Board of the Parent; or

(c) the Parent shall cease to own and control all of the economic and voting rights associated with all of the outstanding Stock, directly or indirectly, of the Borrower; or

(d) the Parent shall cease to own and control at least 51% of the economic and voting rights associated with all of the outstanding Stock, directly or indirectly, of any Originator or the Servicer.

“Charges” shall mean (i) all federal, state, provincial, county, city, municipal, local, foreign or other governmental taxes (including taxes owed to the PBGC at the time due and payable); (ii) all levies, assessments, charges, or claims of any governmental entity or any claims of statutory lienholders, the nonpayment of which could give rise by operation of law to a Lien on Borrower Collateral or any other property of the Borrower or any Originator and (iii) any such taxes, levies, assessment, charges or claims which constitute a lien or encumbrance on any property of the Borrower or any Originator.

“Class” shall mean, with respect to an Obligor, at any time of determination, the classification of such Obligor as a “Class A Obligor”, “Class B Obligor”, “Class C Obligor” or “Class D Obligor”.

“Class A Obligor”, “Class B Obligor”, “Class C Obligor” and “Class D Obligor”, respectively, shall mean at any time of determination, an Obligor having a senior unsecured

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long-term debt rating and equivalent short-term rating from each of S&P and Moody’s as described below:

Class of Obligor	Short-Term Rating	Senior Unsecured Long-Term Rating of Obligor
Class A Obligor	A-1/P-1	A/A2 or higher
Class B Obligor	A-2/P-2	A- or BBB+/ A3 or Baa1 (but lower than A/A2)
Class C Obligor	A-3/P-3	BBB or BBB-/Baa2 or Baa3 (but lower than BBB+/Baa1)
Class D Obligor	Lower than A-3/P-3 or Not Rated	Lower than BBB-/Baa3 or Not Rated

For purposes of calculating the foregoing, (i) an Obligor’s short term rating from S&P and/or Moody’s shall govern, (ii) an Obligor which does not have a short-term rating from S&P and/or Moody’s but which has the equivalent senior unsecured long-term debt rating from such Rating Agency as described above shall be deemed to have the related short-term rating, and (iii) if an Obligor’s short-term rating results in two different “Classes of Obligor” (because of differences in the short-term ratings assigned by each of S&P and Moody’s, the Class for such Obligor shall be based upon the lower of the short-term ratings.

“Closing Date” shall mean January 26, 2007.

“Collection Account” shall mean any deposit account established by or assigned to the Borrower for the deposit of Collections pursuant to and in accordance with Section 6.01(a) of the Funding Agreement; provided that the Concentration Account shall not be a “Collection Account”.

“Collection Account Agreement” shall mean any agreement among an Originator, the Borrower, the Administrative Agent, and a Collection Account Bank with respect to a Lockbox and/or Collection Account in form and substance acceptable to the Requisite Lenders and the Administrative Agent, which among other things, grants “control” (within the meaning of Article 9 of the UCC) over the Collection Account to the Administrative Agent.

“Collection Account Bank” shall mean any bank or other financial institution at which one or more Collection Accounts are maintained.

“Collections” shall mean, with respect to any Receivable, all cash collections and other proceeds of such Receivable (including late charges, fees and interest arising thereon, all

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recoveries with respect thereto that have been written off as uncollectible and all amounts required to the paid by an Originator pursuant to Section 2.05 of the Sale Agreement).

“Combined Availability” shall mean, as of any date of determination, an amount equal to the sum of (i) the Reference Availability (as such term is defined in the Credit Agreement) and (ii) the Funding Availability, in each case as of such date.

“Combined Availability Trigger” shall mean the Combined Availability at any time is less than $150,000,000.

“Commercial Paper” shall mean the commercial paper promissory notes issued by a Conduit Lender.

“Commitment” shall mean as to any Committed Lender, the aggregate commitment of such Committed Lender to make Advances as set forth in the signature page to the Funding Agreement or in the most recent Assignment Agreement or Joinder Agreement executed by such Committed Lender, as such amount may be adjusted, if at all, from time to time in accordance with the Funding Agreement.

“Commitment Reduction Notice” shall have the meaning assigned to it in Section 2.02(a) of the Funding Agreement.

“Commitment Termination Date” shall mean the earliest of (a) the date so designated pursuant to Section 8.01 of the Funding Agreement, (b) the Final Advance Date, (c) the date of termination of the Aggregate Commitment specified in a notice from the Borrower to the Lenders delivered pursuant to and in accordance with Section 2.02(b) of the Funding Agreement and (d) the date on which the Borrower receives an Election Notice pursuant to Section 2.01(d) of the Sale Agreement.

“Commitment Termination Notice” shall have the meaning assigned to it in Section 2.02(b) of the Funding Agreement.

“Committed Lender” shall mean, as to any Lender Group, each of the financial institutions listed on Annex W to the Funding Agreement as a “Committed Lender” for such Lender Group, together with its respective successors and permitted assigns.

“Committed Lender Share” shall mean with respect to all matters relating to any Committed Lender in any Lender Group, the percentage obtained by dividing (i) the Commitment of that Lender by (ii) the aggregate Commitments of all Committed Lenders in such Lender Group, as such percentage may be adjusted by assignments permitted pursuant to Section 12.02 of the Funding Agreement.

“Concentration Account” shall have the meaning assigned to it in Section 6.01(a)(ii) of the Funding Agreement.

“Concentration Percentage” shall mean, with respect to an Obligor as of any date of determination, the General Concentration Percentage or, if applicable, the Special Concentration Percentage for such Obligor at such date of determination.

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“Conduit Lenders” shall mean, collectively, the Persons identified as “Conduit Lenders” on Annex W to the Funding Agreement and their respective successors and permitted assigns.

“Consolidated Capital Expenditures” shall mean, for any period, the additions to property, plant, equipment and other capital expenditures of the Parent and its Consolidated Subsidiaries that are (or would be) set forth in a consolidated statement of cash flows of the Parent and its Consolidated Subsidiaries for such period prepared in accordance with GAAP.

“Consolidated EBITDA” shall mean for any period: (a) Consolidated Net Income for such period plus (b) to the extent deducted in determining Consolidated Net Income for such period, without duplication, the aggregate amount of (i) Consolidated Interest Expense, (ii) income tax expense, (iii) depreciation and amortization expense, (iv) any extraordinary, unusual or non-recurring losses or fixed asset write-offs that were not paid in cash during such period and will not be paid in cash thereafter and (v) any non-cash recorded losses on the sale of fixed assets; and minus (c) to the extent included in determining Consolidated Net Income for such period, without duplication, the aggregate amount of (i) any extraordinary, unusual or non-recurring gains or fixed asset write-ups that were not received in cash during such period and will not be received in cash thereafter, including any gains recorded on the extinguishment of debt, (ii) any non-cash gains recorded on the sale of fixed assets, (iii) income tax credits and (iv) the income recorded of any other Person in which the Parent or any of its Consolidated Subsidiaries has a minority interest, except to the extent any such income has actually been received by the Parent or any of its Consolidated Subsidiaries in the form of cash dividends or cash distributions (it being understood that any such cash dividends or cash distributions received in such period shall be included in Consolidated EBITDA regardless of whether the related income of such other Person was included in the determination of Consolidated Net Income for such period or for a prior period).

“Consolidated Interest Expense” shall mean, for any period, the interest expense of the Parent and its Consolidated Subsidiaries determined on a consolidated basis for such period.

“Consolidated Net Income” shall mean, for any period, the net income of the Parent and its Consolidated Subsidiaries determined on a consolidated basis for such period.

“Consolidated Rental Expense” shall mean, for any period, the aggregate rental expense of the Parent and its Consolidated Subsidiaries (excluding rental expense under capital leases) determined on a consolidated basis for such period.

“Consolidated Stockholders’ Equity” shall mean, at any date, the consolidated stockholders’ equity of the Parent and its Consolidated Subsidiaries determined as of such date (excluding any amount attributable to stock which is required to be redeemed or is redeemable at the option of the holder, if certain events or conditions occur or exist or otherwise); provided, however, that “stock which is required to be redeemed or is redeemable at the option of the holder” shall not include stock which is not required to be redeemed and is not redeemable except for tax withholding purposes pursuant to the terms of an employee benefit plan in which employees of the Parent or any of its Subsidiaries participate.

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“Consolidated Subsidiary” shall mean, at any date, any Subsidiary of the Parent or other entity, the accounts of which would be consolidated under GAAP with those of the Parent in its consolidated financial statements as of such date.

“Contract” shall mean any agreement or invoice pursuant to, or under which, an Obligor shall be obligated to make payments with respect to any Receivable.

“Contributed Receivables” shall have the meaning assigned to it in Section 2.01(d) of the Sale Agreement.

“Controlled Group” shall mean all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Parent, are treated as a single employer under Section 414 of the IRC.

“CP Costs” shall mean, for each day, an amount equal to the sum of (i) the discount or yield accrued on Pooled Commercial Paper of any Conduit Lender administered by JPMorgan on such day, plus (ii) any and all accrued commissions in respect of placement agents and commercial paper dealers, and issuing and paying agent fees incurred, in respect of Pooled Commercial Paper of such Conduit Lender for such day, minus (iii) any accrual of income net of expenses received on such day from investment of collections received under all receivable purchase or financing facilities funded substantially with Pooled Commercial Paper of such Conduit Lender, minus (iv) any payment received on such day net of expenses in respect of breakage costs or liquidation fees related to the prepayment of any purchaser interest of such Conduit Lender pursuant to the terms of any receivable purchase or financing facilities funded substantially with Pooled Commercial Paper; provided, however, that in addition to the foregoing costs, if the Borrower shall request any additional Borrowing by such Conduit Lender during any period of time determined by JPMorgan, as Group Agent, in its sole discretion to result in an incrementally higher CP Costs applicable to such additional Borrowing, the Advance associated with any such additional Borrowing shall, during such period, be deemed to be funded by such Conduit Lender in a special pool (which may include capital associated with other receivable purchase facilities) for purposes of determining such higher CP Costs applicable only to such special pool and charged each day during such period against such Advance.

“CP Rate” shall mean:

(a) with respect to any Conduit Lender for which JPMorgan is the Group Agent, for any Settlement Period for any Advance or portion thereof, to the extent such Conduit Lender funds such Advance by issuing Commercial Paper, a per annum rate equal to the sum of (i) the Applicable Margin for such Settlement Period and (ii) a fraction, expressed as a percentage, the numerator of which shall be equal to the sum of the CP Costs, determined on a pro rata basis, based upon the percentage share that the dollar amount of such Advance or portion thereof represents in relation to all assets or investments associated with any assets held by such Conduit Lender and funded substantially with Pooled Commercial Paper, for each day during such Settlement Period (or portion thereof), and the denominator of which is the weighted daily average outstanding principal balance of such Advance or portion thereof during such Settlement Period; and

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(b) for any Settlement Period for any Advance or portion thereof funded by a Conduit Lender that becomes a party to this Agreement pursuant to an Assignment Agreement or Joinder Agreement, to the extent such Conduit Lender funds such Advance by issuing Commercial Paper, the “CP Rate” set forth in such Assignment Agreement or Joinder Agreement, as applicable.

“CP Rate Advance” shall mean an Advance or portion thereof bearing interest by reference to the applicable CP Rate.

“Credit Agreement” shall mean that certain Amended and Restated Credit Agreement, dated as of January 26, 2007, among the Parent, Joseph T. Ryerson & Son, Inc., Ryerson Canada, Inc., the Lenders party thereto, JPMorgan, as General Administrative Agent, Collateral Agent and Swingline Lender, JPMorgan Chase Bank, National Association, Toronto Branch, as Canadian Administrative Agent, GE Capital, as Syndication Agent and Co-Collateral Agent and Bank of American, N.A., as Documentation Agent and as in effect on Closing Date together with all amendments, restatements, supplements or modifications thereto that are in effect on the Closing Date or adopted from time to time thereafter to the extent not prohibited under the Related Documents, and any refinancings, replacements or refundings thereof that (a) are agreed to by (i) the Requisite Lenders or (b) (i) have terms and conditions no less favorable (as determined by the Requisite Lenders, in the exercise of their reasonable credit judgment) to the Administrative Agent or any Secured Party than the terms and conditions of the existing Credit Agreement and (ii) with respect to which an intercreditor agreement having terms and conditions acceptable to the Administrative Agent and the Requisite Lenders is in full force and effect.

“Credit and Collection Policies” shall mean the written credit, collection, customer relations and service policies of the Originators in effect on the Closing Date and attached as Exhibit A to the Funding Agreement, as the same may from time to time be amended, restated, supplemented or otherwise modified with the prior written consent of the Requisite Lenders.

“Daily Report” shall have the meaning assigned to it in paragraph (a) of Annex 5.02(a) to the Funding Agreement.

“Debt” of any Person shall mean, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (d) the principal component of all obligations of such Person as lessee under capital leases, (e) all Debt of others secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person, (f) all capital stock of such Person which is required to be redeemed or is redeemable at the option of the holder if certain events or conditions occur or exist or otherwise; provided, however, that “stock which is required to be redeemed or is redeemable at the option of the holder” shall not include stock which is not required to be redeemed and is not redeemable except for tax withholding purposes pursuant to the terms of an employee benefit plan in which employees of the Parent or any of its Subsidiaries participate, (g) the aggregate amount advanced hereudner and under all other receivables securitization

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programs or other types of accounts receivable financing transactions entered into by the Parent or any Subsidiary of the Parent organized under a jurisdiction with the United States, net of repayments or recoveries through liquidation of the assets transferred pursuant hereto or such other facilities, (h) all contingent or non-contingent obligations of such Person to make loans or advances to any other Person or to reimburse any Lender or other Person in respect of amounts paid or to be paid under a letter of credit or similar instrument in connection with Debt described in clauses (a) through (g) above, and (i) all Debt of others Guaranteed by such Person.

“Default Rate” shall have the meaning assigned to it in Section 2.06(b) of the Funding Agreement.

“Default Ratio” shall mean, as of any date of determination, the ratio (expressed as a percentage) of:

(a) the aggregate Outstanding Balance of all Receivables which became Defaulted Receivables during the Settlement Period immediately preceding such date

to

(b) the aggregate Outstanding Balance of all Receivables originated during the Settlement Period which ended three (3) months prior to the last day of the Settlement Period immediately preceding such date.

“Default Trigger Ratio” shall mean, as of any date of determination, the ratio (expressed as a percentage) of:

(a) the aggregate Outstanding Balance of all Receivables which became Defaulted Receivables as of the last day of the three Settlement Periods immediately preceding such date;

to

(b) the aggregate Outstanding Balance of all Receivables originated during the three-month period which ended three (3) months prior to the last day of the Settlement Period immediately preceding such date.

“Defaulted Receivable” shall mean any Receivable (a) with respect to which any payment, or part thereof, remains unpaid for more than 90 days after its Billing Date; provided that with respect to any Receivable for which, prior to December 2006, the applicable Originator determined agings based on the date such Receivable was due, “Defaulted Receivable” shall include a Receivable with respect to which any payment, or part thereof, remains unpaid for more than 60 days past the due date therefor, (b) with respect to which the Obligor thereunder is a BK Obligor or (c) without duplication of any Receivable described in clause (a), that otherwise has been or should be written off in accordance with the Credit and Collection Policies.

“Delinquency Ratio” shall mean, as of any date of determination, the ratio (expressed as a percentage) of:

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(a) the aggregate Outstanding Balance of all Receivables with respect to which any payment, or part thereof, is between 60 and 90 days past their applicable Billing Date as of the last day of the three Settlement Periods immediately preceding such date; provided that with respect to any Receivable for which, prior to December 2006, the applicable Originator determined agings based on the date such Receivable was due, this clause (a) shall include the Outstanding Balance of any Receivable with respect to which any payment, or part thereof, is between 30 and 60 days past the due date therefor

to

(b) the aggregate Outstanding Balance of all Transferred Receivables as of the last day of the three Settlement Periods immediately preceding such date.

“Dilution Factors” shall mean, with respect to any Receivable, any portion of which (a) was reduced, canceled or written-off as a result of (i) any credits, rebates (including rebates which are issued via checks or cash), freight charges, cash discounts, volume discounts, cooperative advertising expenses, royalty payments, warranties, cost of parts required to be maintained by agreement (either express or implied), allowances for early payment, warehouse and other allowances, defective, rejected, returned or repossessed merchandise or services, or any failure by any Originator to deliver any merchandise or services or otherwise perform under the underlying Contract or invoice, (ii) any change in or cancellation of any of the terms of the underlying Contract or invoice or any cash discount, rebate, retroactive price adjustment or any other adjustment by the applicable Originator which reduces the amount payable by the Obligor on the related Receivable except to the extent based on credit related reasons, or (iii) any setoff in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction) or (b) is subject to any specific dispute, offset, counterclaim or defense whatsoever (except discharge in bankruptcy of the Obligor thereof).

“Dilution Horizon Factor” shall mean, as of any date of determination, a factor equal to (a) the aggregate Outstanding Balance of Receivables originated during the Settlement Period immediately preceding such date divided by (b) the Net Receivables Balance as of the end of the Settlement Period immediately preceding such date.

“Dilution Horizon Floor Factor” shall mean, as of any date of determination, a factor equal to (a) the sum of (i) the aggregate Outstanding Balance of Receivables originated during the Settlement Period immediately preceding such date and (ii) one half of the aggregate Outstanding Balance of Receivables originated during the second Settlement Period immediately preceding such date divided by (b) the Net Receivables Balance as of the end of the Settlement Period immediately preceding such date.

“Dilution Ratio” shall mean, as of any date of determination, the ratio (expressed as a percentage) of:

(a) the aggregate amount of Dilution Factors for all Transferred Receivables during the Settlement Period immediately preceding such date

to

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(b) the aggregate Billed Amount of all Transferred Receivables originated during the Settlement Period immediately preceding such date.

“Dilution Reserve Floor” shall mean, as of any date of determination, an amount equal to the product of the Average Dilution Ratio as of such date and the Dilution Horizon Floor Factor as of such date.

“Dilution Reserve Ratio” shall mean, as of any date of determination, the greater of (i) the Dilution Reserve Floor and (ii) the ratio (expressed as a percentage) calculated in accordance with the following formula:

[(2     *ADR)     +     [(HDR-ADR)     x     (HDR/ADR)]]     x     DHF     x     DHF;
		where
ADR	=	the Average Dilution Ratio as of such date;
HDR	=	the highest one-month Dilution Ratio occurring during the twelve most recent Settlement Periods preceding such date; and
DHF	=	the Dilution Horizon Factor as of such date.

“Dilution Trigger Ratio” shall mean, as of any date of determination, the ratio (expressed as a percentage) of (a) the aggregate amount of Dilution Factors for all Transferred Receivables during the three (3) Settlement Periods immediately preceding such date divided by (b) the aggregate Billed Amount of all Transferred Receivables originated during the three (3) Settlement Periods immediately preceding such date.

“Disclosed Matters” shall mean the actions, suits, proceedings and other events disclosed on Schedule 4.01(d) to the Sale Agreement.

“Dollars” or “$” shall mean lawful currency of the United States of America.

“Dynamic Advance Rate” shall mean, as of any date of determination, the lesser of (i) 85% and (ii) a percentage equal to 100% minus the sum of the Loss Reserve Ratio, the Dilution Reserve Ratio and the Interest Reserve Ratio as of such date.

“Effective Date” shall have the meaning assigned to it in Section 3.01 of the Funding Agreement.

“Election Notice” shall have the meaning assigned to it in Section 2.01(d) of the Sale Agreement.

“Eligible Receivable” shall mean, as of any date of determination, a Transferred Receivable:

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(a) (i) with respect to which no payment, or part thereof, remains unpaid for more than 90 days after its Billing Date and (ii) which has not been and should not be written off in accordance with the Credit and Collection Policies;

(b) (i) that is not a liability of an Excluded Obligor and (ii) that is not the liability of an Obligor with respect to which more than 50% of the aggregate Outstanding Balance of all Receivables owing by such Obligor are Defaulted Receivables;

(c) the Obligor of which (i) if a natural person, is a resident of the United States or, (ii) if a corporation or other business organization, is organized under the laws of the United States or any political subdivision thereof and has its chief executive office in the United States;

(d) that is denominated and payable in Dollars in the United States of America and is not represented by a note or other negotiable instrument or by chattel paper;

(e) that is not subject to any right of rescission, dispute, offset (including, without limitation, as a result of customer promotional allowances, deposits, overpayments, discounts, rebates, or claims for damages), hold back defense, adverse claim or other claim or defense (with only the portion of any such Receivable subject to any such right of rescission, dispute, offset (including, without limitation, as a result of customer promotional allowances, deposits, overpayments, discounts, rebates, or claims for damages), hold back defense, adverse claim or other claim or defense being considered an Ineligible Receivable by virtue of this subsection (e)), whether arising out of transactions concerning the Contract therefor or otherwise and for which the Obligor does not have the right to cause the originator or an Affiliate of the Originator to repurchase the inventory the sale of which gave rise to such Receivable;

(f) with respect to which the Obligor thereunder is not a BK Obligor;

(g) that is not an Unapproved Receivable;

(h) that does not represent “billed but not yet shipped” goods or merchandise, partially performed or unperformed services, consigned goods or “sale or return” goods and does not arise from a transaction for which any additional performance by the Originator thereof, or acceptance by or other act of the Obligor thereunder, including any required submission of documentation, remains to be performed as a condition to any payments on such Receivable or the enforceability of such Receivable under applicable law;

(i) as to which the representations and warranties of Sections 4.01(v)(ii) through (iv) of the Sale Agreement are true and correct in all respects as of the Transfer Date therefor;

(j) that is not the liability of an Obligor that has any claim against or affecting the Originator thereof or the property of such Originator which gives rise to a right of set-off against such Receivable (with only that portion of Receivables owing by such Obligor equal to the amount of such claim being an Ineligible Receivable);

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(k) that was originated in accordance with and satisfies in all material respects all applicable requirements of the Credit and Collection Policies;

(l) that arises under a Contract, which, together with such Receivable, is in full force and effect and constitutes the genuine, legal, valid and binding obligation of the Obligor thereunder enforceable against such Obligor by the holder thereof in accordance with its terms;

(m) that is entitled to be paid pursuant to the terms of the Contract therefor and has not been paid in full or been compromised, adjusted, extended, reduced, satisfied, subordinated, rescinded or modified (except for adjustments to the Outstanding Balance thereof to reflect Dilution Factors made in accordance with the Credit and Collection Policies);

(n) that, together with the Contract, does not contravene any laws, rules or regulations applicable thereto (including laws, rules and regulations relating to usury, consumer protection, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) and with respect to which no party to the Contract therefor is in violation of any such law, rule or regulation that, in each case, could reasonably be expected to have a material adverse effect on the collectibility, value or payment terms of such Receivable;

(o) with respect to which no proceedings or investigations are pending or threatened before any Governmental Authority (i) asserting the invalidity of such Receivable or the Contract therefor, (ii) asserting the bankruptcy or insolvency of the Obligor thereunder, (iii) seeking payment of such Receivable or payment and performance of such Contract or (iv) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the validity or enforceability of such Receivable or such Contract;

(p) (i) that, with respect to the portion of such Receivable described in clause (a) of the definition thereof, is an “account” or a “payment intangible” within the meaning of the UCC (or any other applicable legislation) of the jurisdictions in which each of the Originators and the Borrower are organized and in which chief executive offices of each of the Originators and the Borrower are located and (ii) under the terms of the related Contract, the right to payment thereof may be freely assigned, including as a result of compliance with applicable law (or with respect to which, the prohibition on the assignment of rights to payment are made fully ineffective under applicable law);

(q) that is payable solely and directly to an Originator and not to any other Person (including any shipper of the merchandise or goods that gave rise to such Receivable), except to the extent that payment thereof may be made to a Lockbox or otherwise as directed pursuant to Article VI of the Funding Agreement;

(r) with respect to which all material consents, licenses, approvals or authorizations of, or registrations with, any Governmental Authority required to be obtained, effected or given in connection with the creation of such Receivable or the Contract therefor have been duly obtained, effected or given and are in full force and effect;

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(s) that is created through the provision of merchandise, goods or services solely by the Originator thereof in the ordinary course of its business;

(t) that is not the liability of an Obligor that, under the terms of the Credit and Collection Policies, is receiving or should receive merchandise, goods or services on a “cash on delivery” basis;

(u) that does not constitute a rebilled amount arising from a deduction taken by an Obligor with respect to a previously arising Receivable;

(v) as to which the Borrower has a first priority perfected ownership interest and in which the Administrative Agent has a first priority perfected security interest, in each case not subject to any Lien, right, claim, security interest or other interest of any other Person (other than, in the case of the Borrower, the Lien of the Administrative Agent for the benefit of the Secured Parties);

(w) to the extent such Transferred Receivable represents sales tax, such portion of such Receivable shall not be an Eligible Receivable;

(x) that does not represent the balance owed by an Obligor on a Receivable in respect of which the Obligor has made partial payment;

(y) which arises under a Contract which does not contain a confidentiality provision that purports to restrict the ability of the Administrative Agent, any Group Agent or any Lender to exercise its rights under the agreement, including, without limitation, its right to review the Contract;

(z) which arises under a Contract that contains an obligation to pay a specified sum of money, contingent only upon the sale of goods or the provision of services by the Originator thereof;

(aa) with respect to which no check, draft or other item of payment was previously received that was returned unpaid or otherwise; and

(bb) that complies with such other reasonable criteria and reasonable requirements as the Requisite Lenders in their reasonable credit judgment may from time to time specify to the Borrower and the Originator thereof, following a detailed analysis of the Receivables and discussion with the Borrower and Originator, (i) immediately if a Termination Event has occurred and is continuing and (ii) otherwise, on and after the 30th day after delivery of notice to the Borrower; provided that any criterion or requirement specified pursuant to this clause (bb) shall apply prospectively from the applicable date specified in clause (i) or (ii) above and shall be reflected in the first Monthly Report required to be delivered after such date and in all Reports delivered thereafter.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974 and any regulations promulgated thereunder.

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“ERISA Affiliate” shall mean, with respect to any Originator, any trade or business (whether or not incorporated) that, together with such Originator, are treated as a single employer within the meaning of Sections 414(b), (c), (m) or (o) of the IRC.

“Event of Servicer Termination” shall have the meaning assigned to it in Section 8.01 of the Sale Agreement.

“Excess Concentration Amount” shall mean, with respect to any Obligor of a Receivable and as of any date of determination after giving effect to all Eligible Receivables transferred on such date, the amount by which (a) the Outstanding Balance of Eligible Receivables owing by such Obligor exceeds (b) the amount equal to (i) the Concentration Percentage for such Obligor multiplied by (ii) the Outstanding Balance of all Eligible Receivables on such date; provided, however, that in the case of an Obligor which is an Affiliate of other Obligors, the Excess Concentration Amount for such Obligor shall be calculated as if such Obligor and such one or more affiliated Obligors were one Obligor.

“Exchange Act” shall mean the Securities Exchange Act of 1934, 15 U.S.C. Sections 78a et seq., and any regulations promulgated thereunder, as amended.

“Excluded Obligor” shall mean any Obligor that is an Affiliate of any Originator, the Parent or the Borrower.

“Excluded Taxes” shall mean all taxes imposed on or measured by the overall net income of any Affected Party by the United States, by the jurisdiction in which such Affected Party’s principal executive office is located, or by any other jurisdiction in the United States where such Affected Party has established a taxable nexus other than in connection with the transactions contemplated by this Agreement.

“Exclusive Account Control Trigger” shall mean the occurrence of the either (i) a Termination Event or (ii) the occurrence of both the Fixed Charge Coverage Trigger and the Combined Availability Trigger.

“Federal Funds Rate” means, for any day, a floating rate equal to the weighted average of the rates on overnight federal funds transactions among members of the Federal Reserve System, as determined by the applicable Group Agent.

“Federal Reserve Board” shall mean the Board of Governors of the Federal Reserve System.

“Fee Letter” shall mean that certain fee letter dated the Closing Date among the Borrower and the Group Agents, the Administrative Agent and the Structuring Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time).

“Fees” shall mean any and all fees payable to the Administrative Agent, any Group Agent or any Lender pursuant to the Funding Agreement or any other Related Document, including, without limitation, the Unused Commitment Fee.

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“Final Advance Date” shall mean January 26, 2012, as such date may be extended with the consent of the Borrower, the Lenders and each Group Agent.

“Fiscal Month” means a fiscal month of the Parent.

“Fiscal Quarter” shall mean a fiscal quarter of the Parent.

“Fiscal Year” means a fiscal year of the Parent.

“Fixed Charge Coverage Ratio” shall mean, as of the close of business on the last day of any Fiscal Quarter, the ratio of (i) the sum of (A) Consolidated EBITDA, plus (B) Consolidated Rental Expense, less (C) Consolidated Capital Expenditures (net of (x) proceeds received by the Parent and its Consolidated Subsidiaries from sales of plant, property and/or equipment during the relevant period in respect of which such Consolidated Capital Expenditures are calculated and (y) the amount of any Consolidated Capital Expenditures that are specifically financed with Debt other than Borrowings under the Credit Agreement or Short-Term Debt incurred during such relevant period, but only to the extent the aggregate amount of Consolidated Capital Expenditures net of such proceeds and such Debt financing is greater than zero), less (D) cash taxes actually paid by the Parent and its Consolidated Subsidiaries, less (E) cash dividends or distributions paid by the Parent on shares of capital stock of the Parent to (ii) the sum of (A) principal amounts paid or payable (whether or not paid and whether at the stated maturity, by acceleration or by reason of optional prepayment or redemption or otherwise, but excluding (x) principal amounts paid with the proceeds of new Debt incurred in reliance on Section 5.05(h) or Section 5.05(l) of the Credit Agreement, (y) principal amounts paid with the proceeds of a new issuance by the Parent of its equity interests (or the sale of its treasury stock) and (z) principal payments under a revolving credit facility (including the Credit Agreement) and any Permitted Receivables Facility (as such term is defined in the Credit Agreement) to the extent that such payment is not accompanied by a scheduled reduction or termination of commitments (including upon termination of such facility)) by the Parent or any Consolidated Subsidiary in respect of Debt (excluding commercial paper and other Short-Term Debt) of the Parent or its Consolidated Subsidiaries on a consolidated basis (it being understood that any principal amount paid or payable in respect of the 2011 Notes (a “2011 Note Payment Amount”) shall be included for purposes of calculating the amount described in this clause (A) only to the extent such 2011 Note Payment Amount exceeds the amount of the Note Availability Block in effect on the date such 2011 Note Payment Amount is paid or becomes payable), plus (B) Consolidated Interest Expense, plus (C) Consolidated Rental Expense, plus (D) to the extent not included in Consolidated Interest Expense, the interest or equivalent financing charges incurred with respect to any Permitted Receivables Facility, all calculated as of the end of each Fiscal Quarter for the period of four consecutive Fiscal Quarters then ended.

“Fixed Charge Coverage Trigger” shall mean the Fixed Charge Coverage Ratio, calculated as of the last day of the then most recently ended Fiscal Quarter, is less than 1.15 to 1.00.

“Funding Agreement” shall mean that certain Receivables Funding and Administration Agreement dated as of the Closing Date, by and among the Borrower, the Lenders, the Group Agents, the Administrative Agent and the Structuring Agent.

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“Funding Availability” shall mean, as of any date of determination, the amount, if any, by which the Borrowing Base exceeds the Outstanding Principal Amount, in each case as of the end of the immediately preceding day.

“Funding Excess” shall mean, as of any date of determination, the extent to which the Outstanding Principal Amount exceeds the Borrowing Base, in each case as disclosed in the most recently submitted Borrowing Request or Report or as otherwise determined by the Requisite Lenders based on Borrower Collateral information available to them, including any information obtained from any audit or from any other reports with respect to the Borrower Collateral, which determination shall be final, binding and conclusive on all parties to the Funding Agreement (absent manifest error).

“GAAP” shall mean, at any time, generally accepted accounting principles as then in effect in the United States, applied on a basis consistent (except for changes with which the Parent’s independent public accountants have concurred) with the most recent audited consolidated financial statements of the Parent and its Subsidiaries theretofore delivered to the Lenders.

“GE Capital” shall mean General Electric Capital Corporation, a Delaware corporation.

“GE Group” shall mean the Lender Group for which GE Capital is the Group Agent.

“General Concentration Percentage” shall have the meaning set forth in the Fee Letter.

“General Trial Balance” shall mean, with respect to any Originator and as of any date of determination, such Originator’s accounts receivable trial balance (whether in the form of a computer printout, magnetic tape or diskette) as of such date, listing Obligors and the Receivables owing by such Obligors as of such date together with the aged Outstanding Balances of such Receivables, in form and substance satisfactory to the Borrower and the Requisite Lenders.

“Governmental Authority” shall mean any nation or government, any state, province or other political subdivision thereof, and any agency, department or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Government Overconcentration Amount” shall mean, as of any date of determination, for all Obligors which are Governmental Authorities at such time, after giving effect to all Eligible Receivables transferred on such date, the amount by which (a) the Outstanding Balance of all Eligible Receivables owing by such Obligors exceeds (b) the amount equal to (i) 3.0% multiplied by (ii) the Outstanding Balance of all Eligible Receivables on such date.

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“Group Agent” shall mean, as to any Conduit Lender or Committed Lender, the Person listed on Annex W to the Funding Agreement as the “Group Agent” for such Lenders, together with its respective successors and permitted assigns.

“Group Limit” shall mean, with respect to each Lender Group, the amount designated as its “Group Limit” on Annex W to the Funding Agreement.

“Guarantee” by any Person (the “guarantor”) shall mean any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Debt or other obligation of any other Person in any manner, whether directly or indirectly, and including any obligation, direct or indirect, contingent or otherwise, of such guarantor (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (b) entered into for the purpose of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided that the term “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.

“Incipient Servicer Termination Event” shall mean any event that, with the passage of time or notice or both, would, unless cured or waived, become an Event of Servicer Termination.

“Incipient Termination Event” shall mean any event that, with the passage of time or notice or both, would, unless cured or waived, become a Termination Event.

“Indemnified Amounts” shall mean, with respect to any Person, any and all suits, actions, proceedings, claims, damages, losses, liabilities and reasonable expenses (including, but not limited to, reasonable attorneys’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal).

“Indemnified Person” shall have the meaning assigned to it in Section 10.01(a) of the Funding Agreement.

“Indemnified Taxes” shall have the meaning assigned to it in Section 2.08(g) of the Funding Agreement.

“Index Rate” shall mean, for any day, a floating rate equal to the sum of (a) the higher of (i) the rate publicly quoted from time to time by The Wall Street Journal as the “base rate on corporate loans at large U.S. money center commercial banks” (or, if The Wall Street Journal ceases quoting a base rate of the type described, the highest per annum rate of interest published by the Federal Reserve Board in Federal Reserve statistical release H.15 (519) entitled “Selected Interest Rates” as the Bank prime loan rate or its equivalent), and (ii) the sum of the Federal Funds Rate plus fifty (50) basis points per annum, plus (b) 2.0% per annum. Each change in any interest rate provided for in the Funding Agreement based upon the Index Rate shall take effect at the time of such change in the Index Rate.

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“Index Rate Advance” shall mean an Advance or portion thereof bearing interest by reference to the Index Rate.

“Ineligible Receivable” shall mean any Receivable (or portion thereof) which fails to satisfy all of the requirements of an “Eligible Receivable” set forth in the definition thereof.

“Information” shall have the meaning set forth in Section 12.05 of the Funding Agreement.

“Initial Group Agents” shall mean each of GE Capital and JPMorgan in their capacity as Group Agents hereunder on the Closing Date.

“Intercreditor Agreement” shall mean that certain Intercreditor Agreement dated as of January 26, 2007 among the Borrower, JTR, the Administrative Agent and JPMorgan Chase Bank, N.A. as Lenders’ Agent.

“Interest Payment Date” shall mean, with respect to any Advance, the fifth Business Day of each month; provided, that, in addition to the foregoing, each of (x) the date upon which all of the Commitments have been terminated and the aggregate Outstanding Principal Amount has been paid in full and (y) the Commitment Termination Date shall be deemed to be an “Interest Payment Date” with respect to any interest which is then accrued under the Funding Agreement.

“Interest Reserve Ratio” shall mean, as of any date of determination, an amount equal to the product of (i) 2.0, (ii) the Index Rate, and (iii) a fraction, the numerator of which is the higher of (a) 30 and (b) the Receivables Collection Turnover as of the end of the Settlement Period immediately preceding such date, and the denominator of which is 360.

“Investment” shall mean any investment in any Person, whether by means of share purchase, capital contribution, loan or other extension of credit, time deposit or otherwise; provided that (a) the term “Investment” shall not include accounts receivable resulting from the sale of goods or provision of services in the ordinary course of business that either (i) are not outstanding for more than 90 days after the date of the original invoice therefor or (ii) remain outstanding for more than 90 days after the date of the original invoice therefor only because of good faith disputes with respect to product claims and/or inconsistent or missing documentation and (b) the amount of Investments at any time which constitute Debt, an account receivable or other obligation shall be the outstanding amount thereof at such time.

“Investment Company Act” shall mean the provisions of the Investment Company Act of 1940, 15 U.S.C. § § 80a et seq., and any regulations promulgated thereunder.

“IRC” shall mean the Internal Revenue Code of 1986 and any regulations promulgated thereunder.

“IRS” shall mean the Internal Revenue Service.

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“Joinder Agreement” shall mean a joinder agreement substantially in the form set forth as Exhibit B to the Funding Agreement pursuant to which a new Lender Group becomes party to the Funding Agreement.

“JPM Group” shall mean the Lender Group for which JPMorgan is the Group Agent.

“JPMorgan” shall mean JPMorgan Chase Bank, N.A.

“JTR” shall mean Joseph T. Ryerson & Son, Inc., a Delaware corporation.

“Lender” shall have the meaning assigned to it in the preamble of the Funding Agreement.

“Lender Group” shall mean any Group Agent and its related Conduit Lenders and Committed Lenders.

“Lender Group Limit” shall mean, for any Lender Group, the amount set forth on Annex W to the Funding Agreement (or in the Joinder Agreement pursuant to which such Lender Group becomes party hereto) subject to assignment pursuant to Section 12.02 of the Funding Agreement, as such amount may be reduced in accordance with Section 2.02 of the Funding Agreement.

“Lender Group Percentage” shall mean, for any Lender Group, the percentage equivalent to a fraction (expressed out to five (5) decimal places), the numerator of which is the aggregate Commitments of all Committed Lenders in such Lender Group and the denominator of which is the Aggregate Commitment.

“Level of Margins” shall have the meaning set forth in the Fee Letter.

“LIBOR Business Day” shall mean a Business Day on which banks in the city of London are generally open for interbank or foreign exchange transactions.

“LIBOR Rate” shall mean, for each calendar month, a per annum rate of interest determined by the applicable Group Agent equal to the sum of (a) the Applicable Margin for such calendar month plus (b) the ratio (expressed as a percentage) equal to:

(i) the offered rate for deposits in United States Dollars for the applicable calendar month which appears on Telerate Page 3750 as of 11:00 a.m., London time, on the second full LIBOR Business Day next preceding the first day of each calendar month (unless the first day of such calendar month is not a LIBOR Business Day, in which event the next succeeding LIBOR Business Day will be used); divided by

(ii) a number equal to 1.0 minus the aggregate (but without duplication) of the rates (expressed as a decimal fraction) of reserve requirements in effect on the day which is two (2) LIBOR Business Days prior to the beginning of such calendar month (including basic, supplemental, marginal and emergency reserves under

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any regulations of the Board of Governors of the Federal Reserve system or other governmental authority having jurisdiction with respect thereto, as now and from time to time in effect) for Eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D of such Board) which are required to be maintained by a member bank of the Federal Reserve System;

provided, that if the introduction of or any change in any law or regulation (or any change in the interpretation thereof) shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for a Lender to agree to make or to make or to continue to fund or maintain any Advances at the LIBOR Rate or a LIBOR Rate Disruption Event shall have occurred, the LIBOR Rate shall in all such cases be equal to the Index Rate. For the avoidance of doubt, except as provided in the immediately preceding proviso, the LIBOR Rate determined for any calendar month shall remain fixed for such calendar month.

If such interest rates shall cease to be available from Telerate News Service, the LIBOR Rate shall be determined from such financial reporting service or other information as shall be mutually acceptable to the applicable Group Agent and the Borrower.

“LIBOR Rate Advance” shall mean an Advance or portion thereof bearing interest by reference to the LIBOR Rate.

“LIBOR Rate Disruption Event” means, for any Lender, notification by such Lender to the Borrower and the applicable Group Agent of any of the following: (i) determination by such Lender that it would be contrary to law or the directive of any central bank or other governmental authority to obtain United States dollars in the London interbank market to fund or maintain its Advances, (ii) the inability of such Lender, by reason of circumstances affecting the London interbank market generally, to obtain United States dollars in such market to fund its Advances or (iii) a determination by such Lender that the maintenance of its Advances will not adequately and fairly reflect the cost to such Lender of funding such investment at such rate.

“Lien” shall mean any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, security interest, easement or encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any lease or title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement perfecting a security interest under the UCC or comparable law of any jurisdiction).

“Liquidity Provider” shall mean any of the financial institutions from time to time party to any Asset Purchase Agreement or any liquidity loan agreement or similar arrangement with a Conduit Lender.

“Litigation” shall mean, with respect to any Person, any action, claim, lawsuit, demand, investigation or proceeding pending or threatened against such Person before any court, board, commission, agency or instrumentality of any federal, state, local or foreign government or of any agency or subdivision thereof or before any arbitrator or panel of arbitrators.

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“Lockbox” shall have the meaning assigned to it in Section 6.01(a)(ii) of the Funding Agreement.

“Loss Horizon Period” shall mean, as of any date of determination, (i) if the Borrower is delivering only Monthly Reports as of such date, the 4.0 most recent Settlement Periods preceding such date, (ii) if the Borrower is delivering Weekly Reports as of such date, the 3.0 most recent Settlement Periods preceding such date and (iii) if the Borrower is delivering Daily Reports as of such date, the 3.0 most recent Settlement Periods preceding such date.

“Loss Reserve Ratio” shall mean, as of any date of determination, the greater of (i) 12% and (ii) the ratio (expressed as a percentage) calculated in accordance with the following formula:

(LHF     *     ARR)     *     2,
		where
LHF	=	a loss horizon factor equal to (x) the aggregate Outstanding Balance of Receivables originated during the applicable Loss Horizon Period as of such date divided by (z) the Net Receivables Balance as of the end of the Settlement Period immediately preceding such date; and
ARR	=	the highest three-month rolling average of the Default Ratios occurring during the twelve most recent Settlement Periods.

“Material Adverse Effect” shall mean a material adverse effect on (a) the business, condition (financial or otherwise), operations, properties or liabilities of (i) any Originator or the Originators considered as a whole, (ii) the Borrower, (iii) the Servicer or (iv) the Parent and its Subsidiaries considered as a whole, (b) the ability of any Originator, the Borrower, the Parent or the Servicer to perform any of its obligations under the Related Documents in accordance with the terms thereof, (c) the validity or enforceability of any Related Document or the rights and remedies of the Borrower, the Lenders, the Group Agents or the Administrative Agent under any Related Document, or (d) the Transferred Receivables (or collectibility thereof), the Contracts therefor, the Borrower Collateral (in each case, taken as a whole) or the ownership interests or Liens of the Borrower or the Secured Parties or the Administrative Agent thereon or the priority of such interests or Liens (in each case, taken as a whole).

“Member” shall mean JTR in its capacity as the member of the Borrower.

“Monthly Report” shall have the meaning assigned to it in paragraph (a) of Annex 5.02(a) to the Funding Agreement.

“Moody’s” shall mean Moody’s Investors Service, Inc. or any successor thereto.

“Multiemployer Plan” shall mean a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA with respect to which any Originator or ERISA Affiliate is making, is

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obligated to make, or has made or been obligated to make, contributions on behalf of participants who are or were employed by any of them.

“Net Receivables Balance” means, as of any date of determination, the amount equal to:

(a) the aggregate Outstanding Balance of all Eligible Receivables,

minus

(b) the sum of (i) the aggregate Excess Concentration Amounts for all Obligors, (ii) the Government Overconcentration Amount and (iii) the aggregate amount of Collections received at such time for payment on account of any Receivable, the Obligor of which has not been identified;

in each case as disclosed in the most recently submitted Borrowing Request or Report or as otherwise determined by the Requisite Lenders based on Borrower Collateral information available to them, including any information obtained from any audit or from any other reports with respect to the Borrower Collateral, which determination shall be final, binding and conclusive on all parties to the Funding Agreement (absent manifest error).

“Net Worth” means as of any date of determination, the excess, if any, of (a) the aggregate Outstanding Balance of the Receivables at such time, over (b) the sum of (i) the Outstanding Principal Amount at such time, plus (ii) the aggregate outstanding principal balance of the Subordinated Loans (including any Subordinated Loan proposed to be made on the date of determination).

“Note” shall have the meaning assigned to it in Section 2.01(a) of the Funding Agreement.

“Note Availability Block” shall mean an amount calculated at any time as follows: (i) at all times prior to the date that is six months prior to the maturity date of the 2011 Notes (the “Note Maturity Date”), the Note Availability Block shall be equal to $0, (ii) on the date that is six months prior to the Note Maturity Date, the Note Availability Block shall, subject to the following proviso, be increased from $0 to $75,000,000 and (iii) on the date that is three months prior to the Note Maturity Date, the Note Availability Block shall, subject to the following proviso, be increased by an additional $75,000,000 to $150,000,000 (each increase in the Note Availability Block described in clauses (ii) and (iii) above, a “Note Availability Block Increase”); provided that on any date when the Parent repurchases, redeems or repays any of the 2011 Notes (or deposits funds therefor with the trustee for the 2011 Notes) (the aggregate principal amount of 2011 Notes repurchased, redeemed or repaid on any such date, the “Repurchased Amount”), (1) the aggregate amount of the Note Availability Block Increases in effect on such date (as of any date, such aggregate amount, the “Accrued Reserve Amount”) shall be permanently reduced by the lesser of the Repurchased Amount and the Accrued Reserve Amount and (2) to the extent that the Repurchased Amount exceeds the Accrued Reserve Amount (such excess, the “Excess Amount”), the Excess Amount shall be applied to reduce the subsequent Note Availability Block Increase(s) (if any) on a pro rata basis. For the avoidance of doubt, the Note Availability Block shall on any date be equal to the sum of (X) the aggregate

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amount of the Note Availability Block Increases pursuant to clauses (ii) and (iii) of the preceding sentence minus (Y) the aggregate amount of the reductions pursuant to clauses (1) and (2) of the proviso of the preceding sentence. Notwithstanding the foregoing, at all times from and after the date when all of the 2011 Notes have been repurchased, redeemed or repaid (or the funds therefor have been deposited with the trustee for the 2011 Notes), the Note Availability Block shall be $0.

“Obligor” shall mean, with respect to any Receivable, the Person primarily obligated to make payments in respect thereof.

“Officer’s Certificate” shall mean, with respect to any Person, a certificate signed by an Authorized Officer of such Person.

“Originator” shall have the meaning assigned to it in the preamble to the Sale Agreement.

“Outstanding Balance” shall mean, with respect to any Receivable, as of any date of determination, the amount (which amount shall not be less than zero) equal to (a) the Billed Amount thereof, minus (b) all Collections received from the Obligor thereunder, minus (c) all discounts to, or any other modifications by, the Originator, the Borrower or the Servicer that reduce such Billed Amount.

“Outstanding Principal Amount” shall mean, as of any date of determination, the amount equal to (a) the aggregate Advances made by the Lenders under the Funding Agreement on or before such date, minus (b) the aggregate amounts disbursed to any Lender in reduction of the principal of such Advances pursuant to the Funding Agreement on or before such date and not required to be returned as preference payments or otherwise; provided, that references to the Outstanding Principal Amount of any Lender shall mean an amount equal to (x) the aggregate Advances made by such Lender pursuant to the Funding Agreement on or before such date, minus (y) the aggregate amounts disbursed to such Lender in reduction of the principal of such Advances pursuant to the Funding Agreement on or before such date and not required to be returned as preference payments or otherwise.

“Parent” shall mean Ryerson Inc., a Delaware corporation.

“Parent Group” shall mean the Parent and each of its Affiliates other than the Borrower.

“Parent Undertaking” shall mean an agreement substantially in the form of Exhibit 2.03 to the Sale Agreement made by Parent in favor of the Borrower and the Administrative Agent.

“PBGC” shall mean the Pension Benefit Guaranty Corporation.

“Permitted Encumbrances” shall mean the following encumbrances: (a) Liens for taxes or assessments or other governmental charges or levies not yet due and payable; (b) pledges or deposits securing obligations under workmen’s compensation, unemployment insurance, social security or public liability laws or similar legislation; (c) pledges or deposits

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securing bids, tenders, government contracts, contracts (other than contracts for the payment of money) or leases to which any Originator, the Borrower or the Servicer is a party as lessee made in the ordinary course of business; (d) deposits securing statutory obligations of any Originator, the Borrower or the Servicer; (e) inchoate and unperfected workers’, mechanics’, suppliers’ or similar Liens arising in the ordinary course of business; (f) carriers’, warehousemen’s or other similar possessory Liens arising in the ordinary course of business; (g) deposits securing, or in lieu of, surety, appeal or customs bonds in proceedings to which any Originator, the Borrower or the Servicer is a party; (h) any judgment Lien not constituting a Termination Event under Section 8.01(g) of the Funding Agreement; (i) Liens existing on the Closing Date and listed on Schedule 5.03(b) of the Funding Agreement; and (j) presently existing or hereinafter created Liens in favor of the Borrower, the Secured Parties or the Administrative Agent under the Funding Agreement and the Related Documents.

“Permitted Investments” shall mean any of the following:

(a) obligations of, or guaranteed as to the full and timely payment of principal and interest by, the United States of America or obligations of any agency or instrumentality thereof if such obligations are backed by the full faith and credit of the United States of America, in each case with maturities of not more than 90 days from the date acquired;

(b) repurchase agreements on obligations of the type specified in subsection (a) of this definition; provided, that the short-term debt obligations of the party agreeing to repurchase are rated at least A-1 or the equivalent by S&P and P-1 or the equivalent by Moody’s;

(c) federal funds, certificates of deposit, time deposits and bankers’ acceptances of any depository institution or trust company incorporated under the laws of the United States of America or any state, in each case with original maturities of not more than 90 days or, in the case of bankers’ acceptances, original maturities of not more than 365 days; provided, that the short-term obligations of such depository institution or trust company are rated at least A-1 or the equivalent by S&P and P-1 or the equivalent by Moody’s;

(d) commercial paper of any corporation incorporated under the laws of the United States of America or any state thereof with original maturities of not more than 180 days that on the date of acquisition are rated at least A-1 or the equivalent by S&P and P-1 or the equivalent by Moody’s; and

(e) securities of money market funds rated at least A-1 or the equivalent by S&P and P-1 or the equivalent by Moody’s.

“Person” shall mean any individual, sole proprietorship, partnership, joint venture, unincorporated organization, trust, association, corporation (including a business trust), limited liability company, institution, public benefit corporation, joint stock company, Governmental Authority or any other entity of whatever nature.

“Plan” shall mean, at any time an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the IRC and is either (i) maintained by a member of a Controlled Group for employees of a member of the Controlled Group or (ii) maintained pursuant to a collective bargaining agreement or any

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other arrangement under which more than one employer makes contributions and to which a member of a Controlled Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions.

“Pooled Commercial Paper” shall mean Commercial Paper of a Conduit Lender subject to any particular pooling arrangement by such Conduit Lender, but excluding Commercial Paper issued by such Conduit Lender for a tenor and in an amount specifically requested by any Person in connection with any agreement effected by such Conduit Lender.

“Power of Attorney” shall have the meaning assigned to it in Section 9.05 of the Sale Agreement or Section 9.03 of the Funding Agreement, as applicable.

“Program Support Provider” shall mean any Liquidity Provider, and any insurance company, bank or other funding entity providing liquidity, credit enhancement or back-up purchase support or facilities to any Conduit Lender.

“Pro Rata Share” shall mean with respect to all matters relating to any Committed Lender, the percentage obtained by dividing (i) the Commitment of that Committed Lender by (ii) the Aggregate Commitment, as such percentage may be adjusted by assignments and joinders permitted pursuant to Section 12.02 of the Funding Agreement; provided, however, if all of the Commitments are terminated pursuant to the terms of the Funding Agreement, then “Pro Rata Share” shall mean with respect to all matters relating to any Committed Lender, the percentage obtained by dividing (x) such Committed Lender’s Advances by (y) the aggregate Outstanding Principal Amount.

“Rating Agency” shall mean Moody’s or S&P.

“Ratings” means for any Conduit Lender or any SPV or any other Lender which requires such a “Rating” in connection with the Funding Agreement, the ratings by the Rating Agencies of such Person of the indebtedness for borrowed money of such Person.

“Ratios” shall mean, collectively, the Average Dilution Ratio, the Default Ratio, the Default Trigger Ratio, the Delinquency Ratio, the Dilution Ratio, the Dilution Reserve Ratio, the Dilution Trigger Ratio, the Dynamic Advance Rate, the Interest Reserve Ratio, the Loss Reserve Ratio, the Servicing Fee Reserve Ratio and the Receivables Collection Turnover.

“Receivable” shall mean, with respect to any Obligor:

(a) indebtedness of such Obligor (whether constituting an account, chattel paper, document, instrument or general intangible (under which the Obligor’s principal obligation is a monetary obligation) and whether or not earned by performance) arising from the provision of merchandise, goods or services by an Originator, or other Person approved by the Requisite Lenders in their sole discretion, to such Obligor, including the right to payment of any interest or finance charges and other obligations of such Obligor with respect thereto;

(b) all Liens and property subject thereto from time to time securing or purporting to secure any such indebtedness of such Obligor;

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(c) all guaranties, indemnities and warranties, insurance policies, security agreements, letters of credit, service contracts, financing statements, supporting obligations and other agreements or arrangements of whatever character from time to time supporting, securing payment of or relating to any such indebtedness;

(d) all right, title and interest of any Originator or the Borrower in and to any goods (including returned, repossessed or foreclosed goods) the sale of which gave rise to a Receivable;

(e) all Collections with respect to any of the foregoing;

(f) all Records with respect to any of the foregoing; and

(g) all proceeds with respect to any of the foregoing.

provided that “Receivables” shall not include (i) any receivable for which the Obligor is The Stanley Works Co.; (ii) any receivable for which the Obligor is a customer of the “Permamet” division of JTR, until such time as each Group Agent has consented in writing to such receivables being included as “Receivables;” or (iii) any receivable for which the Obligor is a customer of the “Ryerson-Microjet” division of JTR, until such time as each Group Agent has consented in writing to such receivables being included as “Receivables.”

“Receivables Assignment” shall have the meaning assigned to it in Section 2.01(a) of the Sale Agreement.

“Receivables Collection Turnover” shall mean, as of any date of determination, the amount (expressed in days) equal to:

(a) a fraction, (i) the numerator of which is equal to the aggregate Outstanding Balance of Transferred Receivables on the first day of the three (3) Settlement Periods immediately preceding such date and (ii) the denominator of which is equal to aggregate Collections received during such three (3) Settlement Periods with respect to all Transferred Receivables,

multiplied by

(b) the average number of days per period contained in such three (3) Settlement Periods.

“Records” shall mean all Contracts and other documents, books, records and other information (including customer lists, credit files, computer programs, tapes, disks, data processing software and related property and rights) prepared and maintained by any Originator, the Servicer, any Sub-Servicer or the Borrower with respect to the Receivables and the Obligors thereunder and the Borrower Collateral.

“Regulatory Change” shall mean any change in, or change in the interpretation or administration of, after the Closing Date, any federal, state or foreign law, regulation (including Regulation D of the Federal Reserve Board), pronouncement by the Financial Accounting

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Standards Board or the adoption or making after such date of any interpretation, directive or request under any federal, state or foreign law or regulation (whether or not having the force of law) by any Governmental Authority, the Financial Accounting Standards Board, or any central bank or comparable agency, charged with the interpretation or administration thereof that, in each case, is applicable to any Affected Party, including, without limitation, any Accounting Change.

“Rejected Amount” shall have the meaning assigned to it in Section 4.04 of the Sale Agreement.

“Related Documents” shall mean each Collection Account Agreement, the Sale Agreement, the Funding Agreement, the Revolving Notes, each Receivables Assignment, the Subordinated Notes, the Parent Undertaking, the Intercreditor Agreement and all other agreements, instruments, documents and certificates identified in the Schedule of Documents and including all other pledges, powers of attorney, consents, assignments, contracts, notices, and all other written matter whether heretofore, now or hereafter executed by or on behalf of any Person, or any employee of any Person, and delivered in connection with the Sale Agreement, the Funding Agreement or the transactions contemplated thereby. Any reference in the Sale Agreement, the Funding Agreement or any other Related Document to a Related Document shall include all Appendices thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to such Related Document as the same may be in effect at any and all times such reference becomes operative.

“Repayment Notice” shall have the meaning assigned to it in Section 2.03(h) of the Funding Agreement.

“Report” shall mean any Daily Report, Weekly Report or Monthly Report.

“Reportable Event” shall mean any of the events set forth in Section 4043(c) of ERISA.

“Required Capital Amount” means $10,000,000.

“Required Financial Statements” shall mean the financial statements required to be delivered by the Company pursuant to Section 5.02(a) of the Funding Agreement.

“Requisite Lenders” shall mean (a) two or more Lenders having in the aggregate more than sixty-six and two-thirds percent (66.67%) of the Aggregate Commitment, or (b) if the Commitments have been terminated, two or more Lenders having in the aggregate more than sixty-six and two-thirds percent (66.67%) of the aggregate Outstanding Principal Amount; provided that if at any time there is only one Lender party to the Funding Agreement, “Requisite Lenders” shall mean such Lender.

“Responsible Officer” means the Parent’s Chairman of the Board, Chief Executive Officer, President, Vice President-Finance, Chief Financial Officer, Treasurer, Assistant Treasurer or Controller or any other individual designated as a Responsible Officer of the Parent for purposes of the Funding Agreement by any two of the foregoing Responsible Officers of the Parent and notified to each Group Agent.

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“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto.

“Sale” shall mean with respect to a sale of receivables under the Sale Agreement, a sale of Receivables by an Originator to the Borrower in accordance with the terms of the Sale Agreement.

“Sale Agreement” shall mean that certain Receivables Sale and Servicing Agreement dated as of the Closing Date, by and among each Originator, the Servicer, the Parent and the Borrower, as the Buyer thereunder.

“Sale Price” shall mean, with respect to any Sale of any Sold Receivable, a price calculated by the Borrower equal to:

(a) the Outstanding Balance of such Sold Receivable, minus

(b) a discount reflecting the expected costs to be incurred by the Borrower in financing the purchase of the Sold Receivables until the Outstanding Balance of such Sold Receivables is paid in full, minus

(c) a discount reflecting the portion of the Sold Receivables that is reasonably expected by such Originator on the Transfer Date to become Defaulted Receivables by reason of subsection (b) of the definition thereof, minus

(d) a discount reflecting the portion of the Sold Receivables that is reasonably expected by such Originator on the Transfer Date to be reduced on account of Dilution Factors, minus

(e) amounts expected to be paid to the Servicer with respect to the servicing, administration and collection of the Sold Receivables;

provided, that such calculations shall be determined based on the historical experience of (y) such Originator, with respect to the calculations required in each of subsections (c) and (d) above, and (z) the Borrower, with respect to the calculations required in subsections (b) and (e) above.

“Schedule of Documents” shall mean the schedule, including all appendices, exhibits or schedules thereto, listing certain documents and information to be delivered in connection with the Sale Agreement, the Funding Agreement and the other Related Documents and the transactions contemplated thereunder, substantially in the form attached as Annex Y to the Funding Agreement and the Sale Agreement.

“Secured Parties” shall mean each of the Lenders, the Group Agents, the Administrative Agent, each Indemnified Person and each other Affected Party.

“Securities Act” shall mean the provisions of the Securities Act of 1933, 15 U.S.C. Sections 77a et seq., and any regulations promulgated thereunder.

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“Security Agreement” means the Second Amended and Restated Guarantee and Security Agreement, dated as of December 20, 2002 and amended as of January 26, 2007, among Ryerson Inc., the U.S. Subsidiaries of Ryerson Inc. party thereto and JPMorgan Chase Bank, N.A., as Collateral Agent, as the same may be amended, supplemented, modified or restated from time to time.

“Servicer” shall have the meaning assigned to it in the Preamble to the Sale Agreement.

“Servicer Termination Notice” shall mean any notice by the Administrative Agent to the Servicer that (a) an Event of Servicer Termination has occurred and (b) the Servicer’s appointment under the Funding Agreement has been terminated.

“Servicing Fee” shall mean, for any day within a Settlement Period, the amount equal to (a) (i) the Servicing Fee Rate divided by (ii) 360, multiplied by (b) the aggregate Outstanding Balance of all Transferred Receivables on such day.

“Servicing Fee Rate” shall mean 1.00%.

“Servicing Fee Reserve” shall mean, as of any date of determination, an amount equal to the product of (i) the Servicing Fee Reserve Ratio and (ii) the lesser of (a) the Aggregate Commitment and (b) the aggregate Outstanding Balance of all Transferred Receivables.

“Servicing Fee Reserve Ratio” shall mean, as of any date of determination, an amount equal to the product of (i) 2.0, (ii) the Servicing Fee Rate and (iii) a fraction, the numerator of which is the higher of (a) 30 and (b) the Receivables Collection Turnover as of the end of the Settlement Period immediately preceding such date, and the denominator of which is 360.

“Servicing Records” shall mean all Records prepared and maintained by the Servicer with respect to the Transferred Receivables and the Obligors thereunder.

“Settlement Date” shall mean (i) the fifth Business Day of each calendar month and (ii) from and after the occurrence of a Termination Event, any other Business Day designated as such by any Group Agent in its sole discretion.

“Settlement Period” shall mean (a) solely for purposes of determining the Ratios, (i) with respect to all Settlement Periods other than the final Settlement Period, each calendar month, whether occurring before or after the Closing Date, and (ii) with respect to the final Settlement Period, the period ending on the Termination Date and beginning with the first day of the calendar month in which the Termination Date occurs, and (b) for all other purposes, (i) with respect to the initial Settlement Period, the period from and including the Closing Date through and including the last day of the calendar month in which the Closing Date occurs, (ii) with respect to the final Settlement Period, the period ending on the Termination Date and beginning with the first day of the calendar month in which the Termination Date occurs, and (iii) with respect to all other Settlement Periods, each calendar month.

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“Short-Term Debt” shall mean any Loans (as such term is defined in the Credit Agreement), any Swingline Loans (as such term is defined in the Credit Agreement) and any other Debt that matures within one (1) year after the date of incurrence of such Debt.

“Significant Subsidiary” of any Person shall mean any Subsidiary, whether now or hereafter owned, formed or acquired which, at the time of determination is a “significant subsidiary” of such Person, as such term is defined on the date of this Agreement in Regulation S-X of the Securities and Exchange Commission, except that “5 percent” will be substituted for “10 percent” in each place where it appears in such definition of “significant subsidiary”. For the avoidance of doubt, JTR is a Significant Subsidiary of the Parent.

“Sold Receivable” shall have the meaning assigned to it in Section 2.01(b) of the Sale Agreement.

“Solvent” shall mean, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person; (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its Debts as they become absolute and matured; (c) such Person does not intend to, and does not believe that it will, incur Debts or liabilities beyond such Person’s ability to pay as such Debts and liabilities mature; and (d) such Person is not engaged in a business or transaction, and is not about to engage in a business or transaction, for which such Person’s property would constitute unreasonably small capital. The amount of contingent liabilities (such as Litigation, guaranties and pension plan liabilities) at any time shall be computed as the amount that, in light of all the facts and circumstances existing at the time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Special Concentration Percentage” shall mean, with respect to any Obligor, that percentage, if any, set forth in Annex A to the Fee Letter with respect to such Obligor, or, with respect to any such Obligor or any other Obligor, such lower percentage as any Group Agent may at any time and from time to time designate in its sole discretion with respect to such Obligor, or such higher percentage as the Requisite Group Agents may at any time and from time to time designate in their sole discretion with respect to such Obligor, in each case upon at least ten (10) Business Days’ written notification to the Borrower, the Servicer and the other Group Agents, provided that (i) such new percentage shall be no lower than the applicable General Concentration Percentage, (ii) such new percentage shall apply prospectively from the effective date of such new percentage and shall be reflected in the first Monthly Report required to be delivered after such effective date and in all Reports delivered thereafter, and (iii) such new percentage shall be no higher than the applicable Concentration Percentage for such Obligor as of the Closing Date unless GE Capital shall have obtained prior confirmation from the Rating Agencies that such new percentage will not adversely affect the Ratings.

“SPV” shall mean any special purpose funding vehicle which acquires any interest in a Lender’s Advances under the Funding Agreement.

“Stock” shall mean all shares, options, warrants, member interests, general or limited partnership interests or other equivalents (regardless of how designated) of or in a

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corporation, limited liability company, partnership or equivalent entity whether voting or nonvoting, including common stock, preferred stock or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the Securities and Exchange Commission under the Securities Exchange Act).

“Stockholder” shall mean, with respect to any Person, each holder of Stock of such Person.

“Structuring Agent” shall have the meaning assigned to it in the preamble to the Funding Agreement.

“Subordinated Loan” shall have the meaning given such term in Section 2.01(c) of the Sale Agreement.

“Subordinated Note” shall have the meaning given such term in Section 2.01(c) of the Sale Agreement.

“Sub-Servicer” shall mean any Person with whom the Servicer enters into a Sub-Servicing Agreement.

“Sub-Servicing Agreement” shall mean any written contract entered into between the Servicer and any Sub-Servicer pursuant to and in accordance with Section 7.01 of the Sale Agreement relating to the servicing, administration or collection of the Transferred Receivables.

“Subsidiary” shall mean, with respect to any Person, any corporation or other entity (a) of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions are at the time directly or indirectly owned by such Person or (b) that is directly or indirectly controlled by such Person within the meaning of control under Section 15 of the Securities Act.

“Successor Servicer” shall have the meaning assigned to it in Section 9.02 of the Sale Agreement.

“Successor Servicing Fees and Expenses” shall mean the fees and expenses payable to the Successor Servicer as agreed to by the Borrower, the Lenders and the Administrative Agent.

“Swing Line Advance” shall have the meaning assigned to it in Section 2.01(b) of the Funding Agreement.

“Termination Date” shall mean the date on which (a) the Outstanding Principal Amount has been permanently reduced to zero, (b) all other Borrower Obligations under the Funding Agreement and the other Related Documents have been indefeasibly repaid in full and completely discharged and (c) the Aggregate Commitment has been irrevocably terminated in accordance with the provisions of Section 2.02(b) of the Funding Agreement.

“Termination Event” shall have the meaning assigned to it in Section 8.01 of the Funding Agreement.

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“Transaction Parties” means the Originators, the Servicer and, if the Parent is not the Servicer, the Parent.

“Transfer” shall mean any Sale or contribution (or purported Sale or contribution) of Transferred Receivables by any Originator to the Borrower pursuant to the terms of the Sale Agreement.

“Transfer Date” shall have the meaning assigned to it in Section 2.01(a) of the Sale Agreement.

“Transferred Receivable” shall mean any Sold Receivable or Contributed Receivable; provided, that any Receivable repurchased by an Originator thereof pursuant to Section 4.04 of the Sale Agreement shall not be deemed to be a Transferred Receivable from and after the date of such repurchase unless such Receivable has subsequently been repurchased by or contributed to the Borrower.

“UCC” shall mean, with respect to any jurisdiction, the Uniform Commercial Code as the same may, from time to time, be enacted and in effect in such jurisdiction.

“Unapproved Receivable” shall mean any receivable (a) with respect to which the Originator’s customer relationship with the Obligor thereof arises as a result of the acquisition by such Originator of another Person and which receivable was originated prior to the date of such acquisition or (b) that was originated in accordance with standards (other than the Credit and Collection Policies) established by another Person acquired by an Originator, in each case, solely with respect to any such acquisitions that have not been approved in writing by the Requisite Lenders and then only for the period prior to any such approval.

“Unfunded Liabilities” shall mean, with respect to any Plan at any time, (i) in the case of any single employer Plan (as defined in Section 4001(a)(15) of ERISA), the aggregate amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA) thereunder and (ii) in the case of any Multiemployer Plan, as defined in Section 4001(a)(3) of ERISA, the aggregate amount of the liabilities of members of the Controlled Group to such Plan under Section 4201 of ERISA.

“Unrelated Amounts” shall have the meaning assigned to it in Section 7.03 of the Sale Agreement.

“Unused Commitment Fee” shall mean for any Settlement Period, a fee equal to the product of (i) the amount by which the Aggregate Commitment exceeds the average Outstanding Principal Amount (in each case, as of any date of determination) and (ii) the Applicable Unused Fee Rate for such Settlement Period.

“Weekly Report” shall have the meaning assigned to it in paragraph (a) of Annex 5.02(a) to the Funding Agreement.

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SECTION 2. Other Terms and Rules of Construction.

(a) Accounting Terms. Unless otherwise specifically provided therein, any accounting term used in any Related Document shall have the meaning customarily given such term in accordance with GAAP, and all financial computations thereunder shall be computed in accordance with GAAP consistently applied. That certain items or computations are explicitly modified by the phrase “in accordance with GAAP” shall in no way be construed to limit the foregoing.

(b) Other Terms. All other undefined terms contained in any of the Related Documents shall, unless the context indicates otherwise, have the meanings provided for by the UCC as in effect in the State of Illinois to the extent the same are used or defined therein.

(c) Rules of Construction. Unless otherwise specified, references in any Related Document or any of the Appendices thereto to a Section, subsection or clause refer to such Section, subsection or clause as contained in such Related Document. The words “herein,” “hereof” and “hereunder” and other words of similar import used in any Related Document refer to such Related Document as a whole, including all annexes, exhibits and schedules, as the same may from time to time be amended, restated, modified or supplemented, and not to any particular section, subsection or clause contained in such Related Document or any such annex, exhibit or schedule. Any reference to any amount on any date of determination means such amount as of the close of business on such date of determination. Any reference to or definition of any document, instrument or agreement shall, unless expressly noted otherwise, include the same as amended, restated, supplemented or otherwise modified from time to time. Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and the plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, feminine and neuter genders. The words “including,” “includes” and “include” shall be deemed to be followed by the words “without limitation”; the word “or” is not exclusive; references to Persons include their respective successors and assigns (to the extent and only to the extent permitted by the Related Documents) or, in the case of Governmental Authorities, Persons succeeding to the relevant functions of such Persons; and all references to statutes and related regulations shall include any amendments of the same and any successor statutes and regulations.

(d) Rules of Construction for Determination of Ratios. The Ratios as of the last day of the Settlement Period immediately preceding the Closing Date shall be established by the Requisite Lenders on or prior to the Closing Date and the underlying calculations for periods immediately preceding the Closing Date to be used in future calculations of the Ratios shall be established by the Requisite Lenders on or prior to the Closing Date in accordance with the form of Monthly Report. For purposes of calculating the Ratios, (i) averages shall be computed by rounding to the second decimal place and (ii) the Settlement Period in which the date of determination thereof occurs shall not be included in the computation thereof and the first Settlement Period immediately preceding such date of determination shall be deemed to be the Settlement Period immediately preceding the Settlement Period in which such date of determination occurs.

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EX-10.1(A)

Exhibit 10.1(a)

EMPLOYMENT AGREEMENT

THIS AGREEMENT, by and between Ryerson Inc. (the “Company”) and Neil S. Novich (the “Executive”) effective as of December 1, 1999 (the “Effective Date”), as amended and restated January 1, 2006, and as amended through March 10, 2007.

WITNESSETH THAT:

WHEREAS, the Company has appointed Executive to the position of Chairman, President and CEO, and Executive has accepted such appointment;

WHEREAS, in connection with such appointment, the Company and Executive desire to enter into this Agreement; and

WHEREAS, this Agreement is amended effective January 1, 2006 to conform to the requirements of the Internal Revenue Code Section 409A;

NOW, THEREFORE, in consideration of the Executive’s appointment as Chairman, President and CEO, and for other good and valuable consideration the receipt of which is hereby acknowledged, it is agreed by the Executive and Company as follows:

1. Duties. The Executive agrees that while he is employed by the Company, he will devote his full business time, energies and talents to serving as the Chairman, President and CEO of the Company and providing services for the Company at the direction of the Board of Directors of the Company. The Executive shall have such duties and responsibilities as may be assigned to him from time to time by the Board of Directors, shall perform all duties assigned to him faithfully and efficiently, subject to the direction of the Board of Directors, and shall have such authorities and powers as are inherent to the undertakings applicable to his position and necessary to carry out the responsibilities and duties required of him hereunder; provided, however, that the Executive shall not be required to perform any duties while he is disabled. Both parties understand and agree that the Executive may serve on boards of directors of other businesses which are not in competition with the Company and may engage in civic and charitable activities provided that such service and activities do not materially interfere with the performance of the Executive’s duties.

2. Compensation. Subject to the terms and conditions of this Agreement, during the Employment Period while the Executive is employed by the Company, the Company shall compensate him for his services as follows:

(A) The Executive shall receive, for each twelve-consecutive month period beginning on February 8, 1999, and each anniversary thereof, an annual salary not less than $500,000 (the “Annual Base Salary”), which Annual Base Salary shall be payable in substantially equal bi-weekly installments. The Executive’s rate of Annual Base Salary shall be reviewed annually beginning in February, 2000 and may be increased at that time with the Compensation Committee’s approval.

(B) The Executive shall be entitled to receive bonuses from the Company in accordance with the bonus plans of the Company as in effect from time to time. As Chairman, President and CEO his target bonus award percentage shall be 70% of the median annual salary of the CEO position within the Hewitt comparator survey, subject to annual approval of the Compensation Committee of the Board of Directors.

(C) Except as otherwise specifically provided to the contrary in this Agreement, the Executive shall be provided with health, welfare and other fringe benefits to the same extent and on the same terms as those benefits are provided by the Company from time to time to the Company’s other senior management executives.

(D) The Executive shall be reimbursed by the Company, on terms and conditions that are substantially similar to those that apply to other similarly situated senior management executives of the Company, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Company’s expense reimbursement policy and actually incurred by the Executive in the promotion of the Company’s business.

(E) The Company shall pay or shall reimburse the Executive for both of his monthly club dues and assessments;

(F) The Company shall pay the Executive for the amount of the monthly lease payment for the automobile that the Executive uses for business; provided, however, that the Company shall report as income to the Executive any amounts required by law or the policies of the Company relating to the Executive’s personal use of such automobile.

(G) The Executive shall be recommended for stock awards in the future utilizing the methodology in place for the 1999 grant. The methodology in place for 1999 will not be changed in a manner which is less favorable to the Executive.

(H) The Executive shall be provided financial services counseling.

3. Rights and Payments Upon Termination. The Executive’s right to benefits and payments, if any, for periods after the date on which his employment with the Company terminates for any reason (his “Termination Date”) shall be determined in accordance with this Section 3:

(A) Termination by the Company for Reasons Other Than Cause; Termination by the Executive for Good Reason. If the Executive’s termination by the Company occurs for any reason other than Cause or is a result of the Executive’s termination of employment for Good Reason (and is not on account of the Executive’s death, disability, or voluntary resignation, the mutual agreement of the parties or any other reason), then the period (the “Benefit Period”) commencing on his Termination Date and ending on the earliest of (i) the thirty-sixth month after the Executive’s Termination Date; (ii) the date on which the Executive violates the provisions of Sections 4, 5 or 6 of this Agreement; or (iii) the date of the Executive’s death, the Executive shall continue to receive from the Company bi-weekly Annual Base Salary (based on his Annual Base Salary as in effect on his Termination Date) and “Bonus” (as defined below) payments. Such continued bi-weekly base salary payments shall be made on the regularly scheduled pay dates following the Executive’s Termination Date. Notwithstanding the foregoing provisions of this Paragraph 3(a), if the Executive is a “specified person” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”)) on the Termination Date and payments under this Agreement are not exempt from Code Section 409A under the exception for separation payments on involuntary termination that do not exceed two times the limit under Section 401(a)(17) of the Code, then the first payment of continued Annual Base Salary shall not be made until the first regularly scheduled pay date that is six months after the Termination Date and shall consist of (a) an initial payment equal to the sum of (1) the total bi-weekly payments the Executive would have been entitled to receive during the first six months following the Termination Date if the Executive were not a specified person plus (2) the first bi-weekly payment due in the seventh month following the Termination Date, and (b) subsequent to the initial payment, bi-weekly payments based on his or her Annual Base Salary to the extent not paid with the initial payment.

Benefits that will continue will include medical, dental, basic life insurance, financial counseling services, any optional life insurance and any optional accidental death and dismemberment insurance. “Bonus” shall mean three payments of the average annual amount of the award paid to the Executive pursuant to the annual incentive plan or successor plan with respect to the three years immediately preceding that in which the Termination Date occurs; excluding any years in which the bonus was zero. If all three immediately preceding bonus payments were equal to zero, then no bonus payment would be continued for the next three years.

Base salary payments to the Executive during the aforementioned Benefit Period shall not preclude the Executive’s eligibility for payments under the Company’s severance plan.

Thirty-six months of additional age and service credit will be provided to the Executive’s RT Pension and the RT Supplemental Plan using the methodology described in the Executive’s Change in Control Agreement except that any lump sum payment will be made thirty-six months after the Executive’s Termination Date and only if the Executive has not violated the Confidentiality, Nonsolicitation and Noncompetition provisions of this Agreement.

All existing unvested options as of the Termination Date will become vested and the Executive shall be afforded a 36 month extension period of time (but not beyond the original Termination Date of the option) from the Termination Date to exercise any remaining unexercised options that had not expired before the Termination Date.

It is expected that the Executive would have an opportunity to exercise said options in a cashless exchange from the first window period (post earnings public release period) after the Executive’s Termination Date and thereafter. The Company expects that such a transaction could be accomplished very promptly at the beginning of said window period and thereafter. The Executive may exercise a cashless exchange of options before the date mentioned above if the Company is in agreement on the efficacy of such action and such agreement would not be unreasonably withheld by the Company.

The Company will, to the maximum extent permitted by law, defend, indemnify and hold harmless the Executive and the Executive’s heirs, estate, executors and administrators

against any costs, losses, claims, suits, proceedings, damages or liabilities to which the Executive may become subject which arise out of, are based upon or relate to the Executive’s employment by the Company (and any predecessor company to the Company), or the Executive’s service as an officer or member of the Board of Directors of the Company (or any predecessor company to the Company), including without limitation reimbursement for any legal or other expenses reasonably incurred by the Executive in connection with investigation and defending against any such costs, losses, claims, suits, proceedings, damages or liabilities. The Company shall maintain directors and officers liability insurance in commercially reasonable amounts (as reasonably determined by the Board), and the Executive shall be covered under such insurance to the same extent as other senior management employees of the Company with respect to matters which occurred during such period of employment.

The Executive will be provided one-on-one Executive out placement and office services following his Termination Date. Such services will be paid for by the Company and consistent with the existing Company program and appropriate to his level.

The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking outside employment or otherwise and such payments shall not be reduced by any other income earned by Executive.

(B) Termination By Company for Cause. If the Executive’s termination is a result of the Company’s termination of the Executive’s employment on account of Cause, then, except as agreed in writing between the Executive and the Company, the Executive shall have no right to future payments or benefits under this Agreement (and the Company shall have no obligation to make any such future payments or provide any such future benefits) for periods after the Executive’s Termination Date.

(C) Termination for Death or Disability. If the Executive’s termination is caused by the Executive’s death or permanent disability, then the Executive (or in the event of his death, his estate) shall be entitled to continuing payments of his Salary for the period commencing on his Termination Date and ending on the earlier of (i) the last day of the calendar month in which his Termination Date occurs or (ii) the date on which the Executive violates the provisions of Sections 4, 5 or 6 of this Agreement.

(D) Termination for Voluntary Resignation, Mutual Agreement or Other Reasons. If the Executive’s termination occurs on account of his voluntary resignation, mutual agreement of the parties, or any reason other than those specified in Paragraphs

(A), (B) or (C) above then, except as agreed in writing between the Executive and the Company, the Executive shall have no right to future payments or benefits under this Agreement (and the Company shall have no obligation to make any such future payments or provide any such future benefits) for periods after the Executive’s Termination Date. The Executive’s termination of employment for Good Reason shall not be treated as a voluntary resignation for purposes of this Agreement.

(E) Definitions. For purposes of this Agreement:

(i) The term “Cause” shall mean:

(a) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Company or its affiliates, monetarily or otherwise, as determined by the Board of Directors; or

(b) conduct by the Executive that involves theft, fraud or dishonesty; or

(c) the Executive’s violation of the provisions of Sections 4, 5 or 6 hereof.

(ii) The term “Good Reason” means (a) the assignment to the Executive duties which are materially inconsistent with his duties as Chairman, President and CEO of the Company, including, without limitation, a material diminution or reduction in his title, office or responsibilities or a reduction in his rate of Salary, failure to provide bonus opportunities or stock awards in accordance with the requirements in Section 2, or (b) the relocation of the Executive to a location that is not within the greater Chicago metropolitan area.

Notwithstanding any other provision of this Agreement, the Executive shall automatically cease to be an employee of the Company and its affiliates as of his Termination Date and, to the extent permitted by applicable law, any and all monies that the Executive owes to the Company shall be repaid before any post-termination payments are made pursuant to the Executive pursuant to this Agreement.

4. Confidential Information. The Executive agrees that:

(A) Except as may be required by the lawful order of a court or agency of competent jurisdiction, or except to the extent that the Executive has express authorization from the Company, he shall keep secret and confidential indefinitely all non-public information (including, without limitation, information regarding litigation and pending litigation) concerning the Company and its affiliates which was acquired by or disclosed to the Executive during the course of his employment with the Company, and not to disclose the same, either directly or indirectly, to any other person, firm, or business entity, or to use it in any way.

(B) Upon his Termination Date or at the Company’s earlier request, he will promptly return to the Company any and all records, documents, physical property, information, computer disks or other materials relating to the business of the Company and its affiliates obtained by him during his course of employment with the Company.

(C) The Executive shall keep the Company informed of, and shall execute such assignments as may be necessary to transfer to the Company or its affiliates the benefits of, any inventions, discoveries, improvements, trade secrets, developments, processes, and procedures made by the Executive, in whole or in part, or conceived by the Executive either alone or with others, which result from any work which the Executive may do for or at the request of the Company, whether or not conceived by the Executive while on holiday, on vacation, or off the premises of the Company, including such of the foregoing items conceived during the course of employment which are developed or perfected after the Executive’s termination of employment. The Executive shall assist the Company or other nominated by it, to obtain patents, trademarks and service marks and the Executive agrees to execute all documents and to take all other actions which are necessary or appropriate to secure to the Company and its affiliates the benefits thereof. Such patents, trademarks and service marks shall become the property of the Company and its affiliates. The Executive shall deliver to the Company all sketches, drawings, models, figures, plans, outlines, descriptions or other information with respect thereto.

(D) To the extent that any court or agency seeks to have the Executive disclose confidential information, he shall promptly inform the Company, and he shall take such reasonable steps to prevent disclosure of Confidential Information until the Company has been informed of such requested disclosure. To the extent that the Executive obtains information on behalf of the Company or any of its affiliates that may be subject to attorney-client privilege as to the Company’s attorneys, the Executive shall take reasonable steps to maintain the confidentiality of such information and to preserve such privilege.

(E) Nothing in the foregoing provisions of this Section 4 shall be construed so as to prevent the Executive from using, in connection with his employment for himself or an employer other than the Company or any of its affiliates, knowledge which was acquired by him during the course of his employment with the Company and its affiliates, and which is generally known to persons of his experience in other companies in the same industry.

5. Nonsolicitation. While the Executive is employed by the Company and its affiliates and for a period of three years after the date the Executive terminates employment with the Company and its affiliates for any reason, the Executive covenants and agrees that he will not, whether for himself or for any other person, business, partnership, association, firm, company or corporation, directly or indirectly, call upon, solicit, divert or take away or attempt to solicit, divert or take away, any of the customers or employees of the Company or its affiliates in existence from time to time during his employment with the Company and its affiliates.

6. Noncompetition. While the Executive is employed by the Company and its affiliates, and for a period of three years after the date the Executive terminates employment with the Company and its affiliates, the Executive covenants and agrees that he will not, directly or indirectly, engage in, assist, perform services for, plan for, establish or open, or have any financial interest (other than (i) ownership of 1% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System or (ii) ownership of securities in any entity affiliated with the Company) in any person, firm, corporation, or business entity (whether as an employee, officer, director or consultant) that engages in an activity in any state in which the Company or its affiliates is conducting or has reasonable expectations of commencing business activities at the date of the Executive’s termination of employment, which is the same as, similar to, or competitive with the metals service center, processing and distribution business of the Company and its affiliates.

Employment of the Executive by a metals manufacturing organization is not considered a violation of this noncompetition section as long as the Executive does not personally engage in activities with the metals manufacturer to obtain or increase business from the Company’s customers through mill direct or competitor supported business activities.

7. Equitable Remedies. The Executive acknowledges that the Company would be irreparably injured by a violation of Sections 4, 5 and 6 and agrees that the Company, in addition

to other remedies available to it for such breach or threatened breach, shall be entitled to a preliminary injunction, temporary restraining order, other equivalent relief, restraining the Executive from any actual or threatened breach of Sections 4, 5 and 6 without any bond or other security being required.

8. Defense of Claims. The Executive agrees that, during his employment with the Company and after his termination, he will cooperate with the Company and its affiliates in the defense of any claims that may be made against the Company or its affiliates to the extent that such claims may relate to services performed by him for the Company. To the extent travel is required to comply with the requirements of this Section 8, the Company, shall to the extent possible, provide the Executive with notice at least 10 days prior to the date on which such travel would be required and the Company agrees to reimburse the Executive for all of his reasonable actual expenses associated with such travel; provided, however, that if the Company reasonably expects the travel to be extensive or unduly burdensome to the Executive from a financial perspective, the Company may provide to the Executive pre-paid tickets for transportation in connection with such travel.

9. Notices. Notices provided for in this Agreement shall be in writing and shall be deemed to have been duly received when delivered in person or sent by facsimile transmission, on the first business day after it is sent by air express courier service or on the second business day following deposit in the United States registered or certified mail, return receipt requested, postage prepaid and addressed, in the case of the Company to the following address:

Ryerson Inc.

2621 W. 15th Place

Chicago, IL 60608

Attention: William Korda

or to the Executive:

Neil S. Novich

Home Address

or such other address as either party may have furnished to the other in writing in accordance herewith, except that a notice of change of address shall be effective only upon actual receipt.

10. Withholding. All compensation payable under this Agreement shall be subject to customary withholding taxes and other employment taxes as required with respect to compensation paid by a corporation to an employee and the amount of compensation payable hereunder shall be reduced appropriately to reflect the amount of any required withholding. The Company shall have no obligation to make any payments to the Executive or to make the Executive whole for the amount of any required taxes.

11. Successors. This Agreement shall be binding on, and inure to the benefit of, the Company and its successors and assigns and any person acquiring, whether by merger, reorganization, consolidation, by purchase of assets or otherwise, all or substantially all of the assets of the Company.

12. Nonalienation. The interests of the Executive under this Agreement are not subject to the claims of his creditors, other than the Company, and may not otherwise be voluntarily or involuntarily assigned, alienated or encumbered.

13. Waiver of Breach. The waiver by either the Company or the Executive of a breach of any provision of this Agreement shall not operate as or be deemed a waiver of any subsequent breach by either the Company or the Executive. Continuation of payments hereunder by the Company following a breach by the Executive of any provision of this Agreement shall not preclude the Company from thereafter terminating said payments based upon the same violation.

14. Severability. It is mutually agreed and understood by the parties that should any of the agreements and covenants contained herein be determined by any court of competent jurisdiction to be invalid by virtue of being vague or unreasonable, including but not limited to the provisions of Sections 4, 5 and 6, then the parties hereto consent that this Agreement shall be amended retroactive to the date of its execution to include the terms and conditions said court deems to be reasonable and in conformity with the original intent of the parties and the parties hereto consent that under such circumstances, said court shall have the power and authority to determine what is reasonable and in conformity with the original intent of the parties to the extent that said covenants and/or agreements are enforceable.

15. Applicable Law. This Agreement shall be construed in accordance with the laws of the State of Illinois.

16. Amendment. This Agreement may be amended or cancelled by mutual Agreement of the parties in writing without the consent of any other person.

17. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a copy hereof containing multiple signature pages, each signed by one party hereto, but together signed by both of the parties hereto.

18. Arbitration & Legal Fees. Disputes arising out of or in connection with the interpretation and application of this Agreement shall be discussed by the Executive and the Company in good faith negotiations for the purpose of reaching an amicable resolution. Without prejudice to the Company’s rights under Section 7 of this Agreement, any such disputes which cannot be settled amicably within thirty (30) days after written notice by one party to the other (or after such longer period agreed to in writing by the parties), shall thereafter be settled by binding arbitration in Chicago, Illinois, to be conducted pursuant to the rules and procedures then obtaining of the American Arbitration Association and judgement on the award rendered in such arbitration may be entered in any court of competent jurisdiction.

The Executive is entitled to timely payments (not later than 30 calendar days after notice from the Executive) from the Company of reasonable attorney fees incurred by the Executive in the event of a dispute arising out of or in connection with the interpretation and application of this Agreement.

19. Other Agreements. This Agreement constitutes the sole and complete Agreement between the Company and the Executive and supersedes all other agreements, both oral and written, between the Company and the Executive with respect to the matters contained herein, provided, however, that this Agreement does not supersede the Change in Control Agreement or Severance Plan. No verbal or other statements, inducements, or representations have been made to or relied upon by the Executive. The parties have read and understand this Agreement.

	RYERSON INC.
Dated: 3/10/2007	/s/ William Korda
	William Korda
	Vice President Human Resources
Dated: 3/11/2007	/s/ Neil S. Novich
	Neil S. Novich
	Chairman, President & CEO

EX-10.1(E)

EXHIBIT 10.1(e)

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”), by and between Ryerson Inc. (the “Corporation”) and Stephen E. Makarewicz (the “Executive”) effective as of February 28, 2007 (the “Effective Date”).

The Corporation desires to appoint the Executive to the position of President Ryerson South Business Unit and Chicago Division, and the Executive desires to accept such appointment. In that employment the Executive will be entrusted with knowledge of the Corporation’s business and operational methods. The Corporation wishes to protect its business and operational methods through the restrictions and covenants specified herein. The Executive recognizes that the Corporation’s business and operational methods require protection, and the Executive is willing to protect the Corporation’s business and operational methods through the restrictions and covenants specified herein.

NOW, THEREFORE, the Executive and the Corporation hereby agree as follows.

1. Position and Duties. Effective as of the Effective Date, the Executive will serve as President Ryerson South Business Unit and Chicago Division and in such capacity shall have such duties and responsibilities as may be assigned to him or her from time to time by the Corporation. The Executive shall have such authorities and powers as are inherent to the undertaking of this position and necessary to carry out these responsibilities and duties. Notwithstanding the foregoing or any other provisions of this Agreement, the Executive and the Corporation understand and agree that the responsibilities and duties of the Executive, in the capacity of President Ryerson South Business Unit and Chicago Division of the Corporation, may change from time to time due to changes in the nature, structure or needs of the Corporation’s business and that any such changes in the Executive’s duties and responsibilities that are consistent with such changes in the Corporation’s business shall not constitute a reduction or increase in the Executive’s duties and responsibilities for purposes of this Agreement.

The Executive shall devote his or her best efforts and full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Corporation and its affiliated companies. The Executive shall perform all assigned duties to the best of his or her abilities in a diligent, trustworthy, businesslike and efficient manner.

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2. Compensation. Subject to the terms and conditions of this Agreement, while the Executive is employed by the Corporation under this Agreement, the Executive shall be compensated for services as follows:

(A) Effective January 29, 2007, the Executive’s annual base salary shall be $335,000 (“Annual Base Salary”), payable in bi-weekly installments under the Corporation’s general payroll practices, subject to customary withholding.

(B) The Executive will be eligible for an incentive bonus payment from the Corporation each calendar year or applicable performance period (the “Performance Bonus”) in accordance with the Corporation’s Annual Incentive Plan (or successor plan) of the Corporation as in effect from time to time. The Target Bonus Percentage shall be 60% of Annual Base Salary. The Corporation reserves the right, in its sole discretion, to terminate or modify the Annual Incentive Plan or to change the target bonus percentage.

(C) Except as otherwise specifically provided herein, the Executive shall be provided with health, welfare and other benefits to the same extent and on the same terms as those benefits are provided by the Corporation from time to time to other similarly situated executives of the Corporation. Nothing in this Agreement precludes the Corporation from amending or terminating any plans or programs generally applicable to salaried employees or executives, as the case may be.

(D) The Executive shall be reimbursed by the Corporation, on terms and conditions that are applicable to other similarly situated executives of the Corporation, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items, consistent with the Corporation’s expense reimbursement policy in effect at the time. Nothing in this Agreement precludes the Corporation from amending or terminating its expense reimbursement policy.

(E) The Corporation shall pay or shall reimburse the Executive for the amount of the monthly lease payment for the automobile approved by the Corporation for the Executive’s business; provided however, that the Corporation shall report as income to the Executive any amounts required by law or the policies of the Corporation for the Executive’s personal use of such automobile.

(F) The Corporation shall grant the Executive 5,000 shares of restricted stock of the Corporation, pursuant and subject in all respects to the provisions of the Ryerson Tull, 2002 Incentive Stock Plan. Each of the 5,000 shares of restricted stock would have a three-year cliff vesting, subject to the Executive’s continued employment with the Corporation (or an affiliate) from the date of the grant through the applicable vesting date.

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(G) The Company shall pay or shall reimburse the Executive for his or her monthly dues and assessments at one country club approved by the Company in Atlanta plus one dinner club in Chicago.

3. Rights and Payments Upon Termination. The Executive’s right to benefits and payments, if any, for periods after the date the Executive’s employment with the Corporation terminates for any reason (the “Termination Date”) shall be determined in accordance with this Paragraph 3:

(A) Termination by the Corporation for Reasons Other Than Cause; Termination by the Executive for Good Reason. If the Corporation terminates the Executive’s employment for reasons other than Cause or as a result of termination by the Executive for Good Reason, then for the period (the “Benefit Period”) commencing on the Executive’s Termination Date and ending on the earliest of:

(i) the twenty fourth month after the Termination Date (less the period attributable to any pay in lieu of notice in accordance with the final sentence of Paragraph 4 of this Agreement);

(ii) the date the Executive violates or initiates any legal challenge to the provisions of Paragraphs 4, 5 or 6 of this Agreement; or

(iii) the date of the Executive’s death or the date the Executive is determined to be eligible for benefits under the Corporation’s Long Term Disability Plan;

The Executive shall continue to receive from the Corporation bi-weekly payments based on his or her Annual Base Salary, a Bonus (as defined below), and certain other benefits in effect as of the Termination Date.

Such continued bi-weekly base salary payments shall be made on the regularly scheduled pay dates following the Executive’s Termination Date. Notwithstanding the foregoing provisions of this paragraph 3 (A), if the Executive is a “specified person” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended,) on the Termination Date and payments under this Agreement are not exempt from the any of the exceptions to Code Section 409A exceptions, then the first payment of continued Annual Base Salary shall not be made until the first regularly scheduled pay date that is six months after the Termination Date. Such pay shall consist of (a) an initial payment equal to the sum of (1) the total bi-weekly

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payments the Executive would have been entitled to receive during the first six month following the Termination Date, if the Executive were not a specified person , plus (2) the first be-weekly payment due in the seventh month following the Termination Date, and (b) subsequent to the initial payment, bi-weekly payments based on his or her Annual Base Salary, to the extent not paid with the initial payment.

Benefits provided under the terms of this Paragraph 3(A) are medical and dental coverage only [unless the Executive is eligible for retiree medical benefits on the Termination Date, in which case only dental coverage is offered under this Paragraph 3(A)]. All other benefits shall be terminated on the Termination Date. To retain eligibility for medical and dental benefit coverage, the Executive must pay premiums equivalent to the amounts required of active employee participants in these benefit plans.

“Bonus” shall mean two payments of the average annual amount of the Performance Bonus paid to the Executive under the Annual Incentive Plan or successor plan based on the last three or fewer Bonus payments paid to the Executive immediately preceding the year in which the Termination Date occurs. If the Executive’s period of employment with the Corporation is less than one year, the Bonus payment shall be based on the Target bonus Percentage established for the Executive under the Corporation’s Annual Incentive Plan (or successor plan). For purposes of calculating the average annual amount of the Performance Bonus, where no Performance Bonus is paid in any of the three or fewer years preceding the Termination Date used in the calculation described herein, any such year or years will be included in the average calculation as zero. This bonus payment is payable on the later to occur of (1) date in the first quarter of the year following the year in which the Executive’s termination occurs or (2) if the Executive is a specified person (within the meaning of Code Section 409A), a date which is at least six months after the Executive’s Termination Date.

In addition to the Performance Bonus described above, provided that the Executive has not violated any of the provisions of Paragraphs 4, 5 or 6 of this Agreement, the Executive may be entitled to an additional Final Bonus (as defined below) for the year in which the Termination Date occurs. “Final Bonus” means an amount equal to the product of (1) the Executive’s Annual Base Salary multiplied by (2) the most recent Target Bonus Percentage established for the Executive under the Corporation’s Annual Incentive Plan (or successor plan); (3) multiplied by the percent attainment of the applicable performance measures, and multiplied by (4) a

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proration factor which is a fraction, the numerator of which is the number of whole months determined under (a) or (b) below, and the denominator of which is the number of whole months in the applicable bonus performance period. The valuation date for purposes of determining the proration factor is:

(a) the last day of the month preceding the Termination Date if the Termination Date occurs from the 1st through the 15th of the month, or

(b) the last day of the month in which the Termination Date occurs if the Termination Date occurs from the 16th through the last day of the month.

The percent attainment of the applicable performance measure is not prorated and is determined at the end of the bonus performance period as defined in accordance with the Corporation’s Annual Incentive Plan (or successor plan). The final bonus payment is payable in the first quarter of the year following the year in which the Executive’s termination occurs.

Annual Base Salary payments to the Executive during the Benefit Period shall not preclude the Executive’s eligibility for cash severance payments under the Corporation Severance Plan, provided, however, that any benefit continuation period under this Agreement shall run concurrently with the applicable benefit period under such Severance Plan and thus (i) the Executive shall not be eligible for noncash benefits under the Severance Plan during the Benefit Period, and (ii) cash payments due under the Severance Plan shall be reduced by the amount of cash payments made under this Agreement.

All payments to the Executive subsequent to a termination of the Executive by the Corporation for reasons other than cause or termination by the Executive for Good Reason are subject to and conditioned on the Executive signing and not revoking a Release of Claims in the form attached hereto subsequent to the Executive’s termination of employment. Additionally, none of the payments to the Executive subsequent to a termination of the Executive by the Corporation for reasons other than cause or termination by the Executive for Good Reason which are provided for in this Agreement will be paid unless and until the Executive has signed the attached Release of Claims and the time period for the Executive to consider and not revoke the attached Release of Claims has passed.

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Twenty-four months of additional age and service credit will be provided to the Executive’s RT Pension and the RT Supplemental Plan using the methodology described in the Executive’s Change in Control Agreement except that any lump sum payment will be made twenty-four months after the Executive’s Termination Date and only if the Executive has not violated the Confidentiality, Nonsolicitation and Noncompetition provisions of this Agreement.

(B) Termination By Corporation for Cause. If the Corporation terminates the Executive’s employment for Cause, then except as agreed in writing between the Executive and the Corporation, the Executive shall be entitled to receive only compensation and benefits earned up to the Date of Termination. The Executive shall not be entitled to receive any payments or benefits under this Agreement with respect to the period after the Executive’s Termination Date and the Corporation shall have no obligation to make any additional payments or provide any other benefits with respect to the period after the Executive’s Termination Date.

(C) Termination for Death or Disability. If the Executive’s termination is caused by the Executive’s death or permanent disability (as that term is defined under the Corporation’s Long Term Disability Plan), then the Executive (or in the event of his or her death, his or her estate) shall be entitled to continued payments of Annual Base Salary for the period commencing on the Termination Date and ending on the earlier of (i) the last day of the calendar month in which his or her Termination Date occurs; (ii) the date on which the Executive violates the provisions of Paragraphs 4, 5 or 6 of this Agreement; (iii) the date of the Executive’s death; or (iv) the date of the Executive’s permanent disability.

(D) Termination for Voluntary Resignation, Mutual Agreement or Other Reasons. If the Executive’s termination occurs on account of his or her voluntary resignation, mutual agreement of the parties, or any reason other than those specified in Paragraphs (A), (B) or (C) above, then, except as agreed in writing between the Executive and the Corporation, the Executive shall not be entitled to receive any payments or benefits under this Agreement with respect to the period after the Executive’s Termination Date and the Corporation shall have no obligation to make any additional payments or provide any additional benefits with respect to the period after the Executive’s Termination Date. The Executive’s termination of employment for Good Reason shall not be treated as a voluntary resignation for purposes of this Agreement.

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(E) Definitions. For purposes of this Agreement:

(i) The term “Cause” shall mean:

(a) the performance by the Executive of his or her duties under this Agreement in a manner that is inconsistent with past, acceptable performance or in a way that has a demonstrably negative impact on business results of the Corporation, its subsidiaries or affiliates, as determined by the Corporation in its sole discretion; or

(b) the willful engaging by the Executive in conduct which is materially injurious to the Corporation or its affiliates, monetarily or otherwise, as determined by the Corporation in its sole discretion; or

(c) conduct by the Executive that involves a material and substantial violation of Corporation Policy, a violation of criminal law, illegal harassment of other employees, theft, fraud or dishonesty; or

(d) the Executive’s violation of the provisions of Paragraphs 4, 5 or 6 hereof.

(ii) The term “Good Reason” means:

(a) the assignment to the Executive of duties which are materially inconsistent with the Executive’s position and duties under this Agreement, including, without limitation, a material diminution or reduction in title, office or responsibilities or a reduction in Annual Base Salary, if such assignment is not changed by the Corporation, after written notice by the Executive to the Corporation of such diminution or reduction giving the Corporation reasonable opportunity to cure; or

(b) the involuntary relocation of the Executive to a location that is not within the Atlanta metropolitan area; or

(c) Notwithstanding the foregoing, nothing herein shall limit the ability of the Corporation to change the job duties of the Executive consistent with Paragraph 1 of this Agreement.

In order to assert a termination for Good Reason, Executive must give the written notice required in Paragraph 4 within thirty (30) days after an event described in Paragraph 3 E (ii) occurs. This time requirement may only be amended or waived by written agreement of the parties pursuant to Paragraph 23 of this Agreement.

Notwithstanding any other provision of this Agreement, upon the Executive’s termination for any reason, the Executive shall automatically cease to be an employee of the Corporation and its affiliates as

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of his or her Termination Date and, to the extent permitted by applicable law, any and all monies that the Executive owes to the Corporation shall be repaid before any post-termination payments are made to the Executive under this Agreement.

4. Termination by Executive or Corporation with Notice. Subject to the payment obligations and rights set forth in Paragraph 3 above, the Corporation and the Executive agree that either party may terminate the Executive’s employment under this Agreement for any or no reason. Each party is obligated to give the other thirty (30) days written notice (the “Notice Period”) before terminating the Executive’s employment relationship, except that no such notice shall be required in the case of the death of the Executive or the Corporation’s termination of the Executive’s employment for Cause or if the Corporation and the Executive otherwise agree in writing.

During the Notice Period, the Executive shall (i) meet with the Executive Vice President or his or her designee to wind up any pending work and provide an orderly transfer to other employees of the duties, responsibilities, accounts, customers and clients for which the Executive has been responsible; (ii) work with the Corporation to identify key Confidential Information (as defined in Paragraph 5 below) likely to be in the Executive’s possession and provide it to the Corporation as instructed; (iii) disclose and discuss the Executive’s future employment plans in light of the Executive’s obligations under this Agreement; (iv) deliver to the Corporation all property belonging to the Corporation, including any duplicates, copies or abstracts thereof; and (v) devote full time and attention to these obligations and the Executive’s other responsibilities as directed by the Corporation. Notwithstanding the foregoing, the Corporation may, in its sole discretion, terminate the duties of the Executive at any time during the Notice Period providing that the Corporation continues to pay the Executive any Base Salary that may be due to the Executive for any portion of such thirty (30) days Notice Period remaining after the Corporation terminates the duties of the Executive.

5. Confidentiality and Ownership. The Executive acknowledges and agrees that the Confidential Information (as defined in Paragraph 5(A) below) is the property of the Corporation, its subsidiaries and affiliates. Accordingly, the Executive agrees as follows:

(A) Confidential Information. Except as may be required by applicable law or the lawful order of a court or regulatory body, or except to the extent that the Executive has express authorization in writing from the Corporation to do otherwise, the Executive will keep secret and confidential, during the Executive’s employment and at all times thereafter, all Confidential Information and not disclose such Confidential Information, either directly or indirectly, to any other person, firm or business entity, or to use it in any way. For purposes of this Agreement, “Confidential Information” means all non-public information, observations or data relating to the Corporation, its subsidiaries or affiliates, its

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customers and/or vendors and suppliers, which the Executive has learned or will learn during his or her employment with the Corporation, its subsidiaries or affiliates, whether or not a trade secret within the meaning of applicable law, including but not limited to: (i) new products and new product development; (ii) marketing strategies and plans, market experience with products, and market research; (iii) manufacturing processes, technologies and production plans and methods; (iv) formulas, research in progress and unpublished manuals or know how, devices, methods, techniques, processes and inventions; (v) regulatory filings and communications; (vi) identity of and relationship with licensees, licensors or suppliers; (vi) finances, financial information, and financial management systems; (vii) technological and engineering data; (viii) identities of and information concerning customers, vendors and suppliers and prospective customers, vendors and suppliers; (ix) development, expansion and business strategies, pricing strategies, plans and techniques; (x) computer programs; (xi) research and development activities; (xii) litigation and pending litigation; (xiii) personnel information; and (xiv) any other information or documents which the Executive is told or reasonably ought to know the Corporation, its subsidiaries or affiliates regard as proprietary or confidential.

(B) Upon the Executive’s Termination Date or at the Corporation’s earlier request, the Executive will promptly return to the Corporation any and all records, documents, data, memoranda, reports, physical property, information, computer disks, tapes or software or other materials, and all copies thereof, relating to the business of the Corporation and its subsidiaries and affiliates obtained by the Executive during his or her employment with the Corporation, its subsidiaries or affiliates. The Executive further agrees to deliver to the Corporation, at its request, any computer(s) in the Executive’s possession or control, regardless of who owns the computer, on which is stored, in any way, any Confidential Information for the purpose of ensuring that all Confidential Information stored on the computer(s) has been delivered to the Corporation.

(C) The Executive agrees that all inventions, innovations, discoveries, improvements, developments, trade secrets, processes, procedures, methods, designs, analyses, drawings, reports, and all similar or related information which relates to the Corporation’s or any of its subsidiaries’ or affiliates’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made, in whole or in part, by the Executive while employed by the Corporation or its subsidiaries or affiliates (“Work Product”) belong to the Corporation or such subsidiary or affiliate. The Executive shall

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promptly inform the Corporation of such Work Product, and shall execute such assignments as may be necessary to transfer to the Corporation or its affiliates the benefits of the Work Product. This Paragraph applies to any Work Product which the Executive may do for or at the request of the Corporation, whether alone or with others, whether conceived by the Executive while at work, on the Executive’s non-work time or off the premises of the Corporation, including such of the foregoing items conceived during the course of employment which are developed or perfected after the Executive’s Termination Date. The Executive shall assist the Corporation or its nominee, to obtain patents, trademarks and service marks and the Executive agrees to execute all documents and to take all other actions which are necessary or appropriate to secure to the Corporation and its subsidiaries and affiliates the benefits thereof. Such patents, trademarks and service marks shall become the property of the Corporation and its affiliates. The Executive shall deliver to the Corporation all sketches, drawings, models, figures, plans, outlines, descriptions or other information with respect thereto.

(D) To the extent that any court or agency seeks to have the Executive disclose Confidential Information, the Executive shall immediately inform the Corporation, and the Executive shall take such reasonable steps to prevent disclosure of Confidential Information until the Corporation has been informed of such requested disclosure. To the extent that the Executive obtains information on behalf of the Corporation or any of its affiliates that may be subject to attorney-client privilege as to the Corporation’s attorneys, the Executive shall take reasonable steps to maintain the confidentiality of such information and to preserve such privilege.

(E) Nothing in the foregoing provisions of this Paragraph 5 shall be construed so as to prevent the Executive from using, after the Executive’s termination of employment with the Corporation, in connection with his or her employment for himself or an employer other than the Corporation or any of its affiliates, knowledge which was acquired by him or her during the course of his or her employment with the Corporation and its affiliates, and which is generally known to persons of his or her experience in other companies in the same industry.

6. Noncompetition/Nonsolicitation. The Executive acknowledges that the industry in which the Corporation is engaged is an international business which is highly competitive and that the Executive is a key executive of the Corporation. The Executive further acknowledges that as a result of his or her senior position within the Corporation, he/she has acquired and will acquire extensive Confidential Information and knowledge of the Corporation’s business and the industry in which it

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operates and will develop relationships with and knowledge of customers, employees, vendors and suppliers of the Corporation and its subsidiaries and affiliates. Accordingly, the Executive agrees that during the time the Executive is employed by the Corporation, its subsidiaries or affiliates (the “Employment Period”) and for a period of 12 (twelve) months after the Termination Date (the “Restricted Period”):

(A) The Executive will not directly or indirectly, own, operate, manage, control, participate, consult with, advise, or have any financial interest (whether for himself or for any other person and whether as proprietor, principal, stockholder, partner, agent, director, officer, employee, consultant, independent contractor or in any other capacity), in any Competitor of the Corporation, or in any manner engage in the start-up of a business (including by himself or in association with any person, firm, corporate or other business organization through any other entity) in competition with the Corporation’s business provided that this shall not prevent the Executive from ownership of 1% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System or ownership of securities in any entity affiliated with the Corporation. “Competitor” refers to a person or entity, including metals-related Internet marketplaces, engaged in the metal service center processing and/or distribution business.

(B) The Executive will not directly or indirectly contact, call upon, solicit business from, or sell any products sold or distributed by the Corporation to any customer or prospective customer of the Corporation with whom employees of the Corporation had contact during the Employment Period.

(C) The Executive will not directly or indirectly either alone or in cooperation with others, encourage any employees of the Corporation to seek or accept an employment or business relationship with a person or entity other than the Corporation, or in any way interfere with the relationship of the Corporation and any subsidiary or affiliate and any employee thereof, including without limitation, to hire, solicit for hire, or discuss or encourage the employment of, any of the employees of the Corporation who were employed by the Corporation during the Employment Period; provided however, this shall not apply to an employee whose employment was terminated by the Corporation before the Termination Date, if such termination was not caused by any direct or indirect involvement of the Executive or a subsequent employer of the Executive.

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(D) The Executive will not directly or indirectly either alone or in cooperation with others, encourage any supplier, distributor, franchisee, licensee, or other business relation of the Corporation, any subsidiary or affiliate of the Corporation to cease or curtail doing business with the Corporation, any subsidiary or affiliate of the Corporation, or in any way interfere with the relationship between any such customer, supplier, distributor, franchisee, licensee or business relation and the Corporation or subsidiary or affiliate.

If any restriction set forth in this Agreement is determined by a court of competent jurisdiction to be unreasonable or unenforceable with respect to scope, time, geographical, customer or other coverage under circumstances then existing, the parties agree that (a) the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law, so as to provide the maximum legally enforceable protection of the Corporation’s interests as described in this Agreement, without negating or impairing any other restrictions or agreements set forth herein, and (b) the Benefit Period shall be reduced so as not to exceed any revised Restricted Period.

7. No Conflict. The Executive represents that the Executive is not a party to any agreement with any third party containing a non-competition provision, non-solicitation provision, confidentiality provision or any other restriction that would prohibit or restrict the Executive’s employment with the Corporation or any part of the services which the Executive provides to the Corporation or its clients. Moreover, the Executive represents that the Executive is not limited by any court order or other legal obligation from performing any assigned duties for the Corporation and that the Executive has no rights which may conflict with the interests of the Corporation or with the Executive’s obligations hereunder. The Executive represents that the Executive does not possess any documents or material containing confidential information from any prior employer and, to the extent the Executive knows or possesses any such confidential information, the Executive agrees not to disclose it to the Corporation. Finally, the Executive states that he/she has disclosed to the Corporation all prior confidentiality, non-solicitation and non-compete agreements which he/she has entered into with his prior employers.

8. Change of Title, Duties. The Executive agrees that if, at any time, the Executive’s title or duties is changed by the Corporation consistent with Paragraph 1 of this Agreement, the Executive nevertheless will continue to be bound in all particulars to the terms and conditions of this Agreement.

9. Validity. If any one or more of the provisions contained in the Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be constructed as if such invalid, illegal, or unenforceable provision had never been contained herein.

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10. Reasonableness of Restrictions/Injunctive Relief.

(A) The Executive acknowledges that his or her rights to compete and disclose Confidential Information and trade secrets are limited hereby only to the extent necessary to protect the Corporation against unfair competition and that, in the event the Executive’s employment with the Corporation terminates for any reason, the Executive will be able to earn a livelihood without violating the foregoing restrictions. The Executive acknowledges that the restrictions cited herein are reasonable and necessary for the protection of the Corporation’s legitimate business interests.

(B) The Executive acknowledges that the services to be rendered by the Executive as the President Ryerson South Business Unit and Chicago Division are of a special, unique and extraordinary character and, in connection with such services, the Executive will, by virtue of his/her senior position with the Corporation, have access to confidential information vital to the Corporation’s business. The Executive consents and agrees that if the Executive violates any of the provisions of this Agreement, the Corporation would sustain irreparable harm and, therefore, in addition to any other remedies which the Corporation may have under this Agreement or otherwise, the Corporation shall be entitled to an injunction from any court of competent jurisdiction restraining the Executive from committing or continuing any such violation of this Agreement, including, without limitation, restraining the Executive from disclosing, using for any purpose, selling, transferring or otherwise disposing of, in whole or in part, any trade secrets, Confidential Information, proprietary information, client or customer lists or other information pertaining to the financial condition, business, manner of operation, affairs, plans or prospects of the Corporation. The Executive acknowledges that damages at law would not be an adequate remedy for violation of this Agreement, and the Executive therefore agrees that the provisions may be specifically enforced against the Executive in any court of competent jurisdiction. Nothing contained herein shall be construed as prohibiting the Corporation from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages.

(C) The parties agree that money damages would be inadequate for any breaches of Paragraphs 4, 5 and 6 of this Agreement. Therefore, in the event of a breach or threatened breach of Paragraphs 4, 5 or 6, the Corporation, or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief, to enforce, or prevent any violation of, the provisions hereof (without posting a bond or other security).

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(D) The Executive agrees that: (i) the covenants set forth in Paragraph 6 are reasonable, (ii) the Corporation would not have entered into this Agreement but for the covenants of the Executive contained in Paragraph 6, and (iii) the covenants contained in Paragraph 6 have been made in order to induce the Corporation to enter into this Agreement.

11. Successors and Assigns. This Agreement shall be binding on, and inure to the benefit of, the Corporation and its successors and assigns and any person acquiring, whether by merger, reorganization, consolidation, or by purchase of all or substantially all of the assets of the Corporation. The Executive agrees that the Corporation may assign its rights and obligations under this Agreement. This Agreement shall be binding upon the Executive, without regard to the duration of his employment by the Corporation or reasons for the cessation of such employment, and inure to the benefit of his administrators, executors, and heirs, although the obligations of the Executive are personal and may be performed only by the Executive. The interests of the Executive under this Agreement may not be voluntarily assigned, alienated or encumbered by the Executive or his successors in interest, and any attempt to do so shall be void and of no effect.

12. Notification. The Executive shall notify all future employers of the existence of Paragraphs 4, 5, 6, 9, 10, 17 and 18 of this Agreement and the terms thereof. The Executive will also provide the Corporation with information the Corporation may from time to time request to determine the Executive’s compliance with the terms of this Agreement. The Executive hereby authorizes the Corporation to contact the Executive’s future employers and other parties with whom the Executive has engaged or may engage in any business relationship to determine the Executive’s compliance with this Agreement and to communicate the contents of this Agreement to such employers and parties.

13. Cooperation in Certain Matters. The Executive agrees that, during the Employment Period and after the Termination Date, the Executive will cooperate with the Corporation in any current or future or potential legal, business, or other matters in any reasonable manner as the Corporation may request, including but not limited to meeting with and fully answering the questions of the Corporation or its representatives or agents, and in any legal matter testifying and preparing to testify at any deposition or trial. The Corporation agrees to compensate the Executive for any reasonable expenses incurred as a result of such cooperation.

14. Captions. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

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15. No Mitigation. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and, except as specifically provided in Paragraph 3(A) hereof, the amount of any payment or benefit provided for in this Agreement shall not be reduced by any compensation or benefits earned by the Executive as the result of employment by another employer.

16. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original but which together shall constitute one and the same instrument.

17. Governing Law. In the event of any dispute arising under this Agreement, it is agreed that the law of the State of Illinois shall govern the interpretation, validity, and effect of this Agreement without regard to the place of performance or execution thereof.

18. Enforcement. The Corporation and the Executive hereby submit to the jurisdiction and venue of any state or federal court located within Cook County, Illinois for resolution of any and all claims, causes of action or disputes arising out of, related to or concerning this Agreement and agree that services by registered mail to the addresses set forth below shall constitute sufficient service of process for any such action. The parties further agree that venue for all disputes between them, including those related to this Agreement, shall be with a state or federal court located within Cook County, Illinois. If the Corporation is required to seek enforcement of any of the provisions of this Agreement, the Corporation will be entitled to recover from the Executive its reasonable attorneys’ fees plus costs and expenses as to any issues on which it prevails.

19. Notices. Notices provided for in this Agreement shall be in writing and shall be deemed to have been duly received when delivered in person or sent by facsimile transmission, on the first business day after it is sent by air express courier service or on the third business day following deposit in the United States registered or certified mail, return receipt requested, postage prepaid and addressed, in the case of the Corporation to the following address:

Ryerson Inc.

2621 W. 15th Place

Chicago, IL 60608

Attention: William Korda

or to the Executive:

Stephen E. Makarewicz

Home Address

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or such other address as either party may have furnished to the other in writing in accordance herewith, except that a notice of change of address shall be effective only upon actual receipt.

20. Waiver of Breach. The waiver by either the Corporation or the Executive of a breach of any provision of this Agreement shall not operate as or be deemed a waiver of any subsequent breach by either the Corporation or the Executive. Continuation of payments hereunder by the Corporation following a breach by the Executive of any provision of this Agreement shall not preclude the Corporation from thereafter terminating said payments based upon the same violation.

21. Survival of Agreement. Except as otherwise expressly provided in this Agreement, the rights and obligations of the parties to this Agreement shall survive the termination of the Executive’s employment with the Corporation.

22. Acknowledgment by Executive. The Executive represents to the Corporation that he/she is knowledgeable and sophisticated as to business matters, including the subject matter of this Agreement, that he/she has read this Agreement and that he/she understands its terms. The Executive acknowledges that, before assenting to the terms of this Agreement, the Executive has been given a reasonable time to review it, to consult with counsel of choice, and to negotiate at arm’s-length with the Corporation as to the contents.

23. Other Agreements and Modification. This Agreement may be amended or cancelled only by written mutual Agreement executed by the parties. This Agreement constitutes the sole and complete Agreement between the Corporation and the Executive and supersedes all other agreements, both oral and written, between the Corporation and the Executive with respect to the matters contained herein; provided, however, that this Agreement does not supersede any Change in Control Agreement or Severance Plan, except as specifically addressed in this Agreement. The parties acknowledge that other than what is contained in this Agreement, no verbal or other statements, inducements, or representations have been made to or relied upon by the Executive. The parties each represent to the other that they have read and understand this Agreement.

24. Ambiguities. This Agreement has been negotiated at arms-length between persons knowledgeable in the matters dealt with herein. In addition, each party has been represented by experienced and knowledgeable legal counsel. Accordingly, the parties agree that neither the Corporation nor the Executive is the drafting party and that any rule of law or any other statutes, legal decisions or common law principles of similar effect that require interpretation of any ambiguities in this Agreement against the party that has drafted it is of no application and is hereby expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to give effect to the intentions of the parties hereto.

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IN WITNESS WHEREOF, the Executive has hereunto set his or her hand, and the Corporation has caused these presents to be executed in its name and on its behalf, as of the date above first written.

	RYERSON INC.
Dated: 3/6/07	/s/ William Korda
	William Korda
	Vice President Human Resources
Dated: 3/5/07	/s/ Stephen E. Makarewicz
	Stephen E. Makarewicz
	President Ryerson South Business Unit and Chicago Division

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EX-10.2(D)-1

EXHIBIT 10.2(d)-1

                 , 200  

Dear             :

Ryerson Inc. (“RYERSON”) considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel of RYERSON and its subsidiaries (collectively, the “Company”). In this connection, the Board of Directors of RYERSON (the “Board”) recognizes that, as is the case with many publicly held corporations, the possibility of a change in control may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of RYERSON and its stockholders.

The Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company’s management, including yourself, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a change in control of the Company. In order to induce you to remain in the employ of the Company and in consideration of your agreement set forth in Subsection 2(ii) hereof, RYERSON agrees that you shall receive the severance benefits set forth in this letter agreement (“Agreement”) in the event your employment with the Company is terminated subsequent to a “change in control of the Company” (as defined in Section 2 hereof) or in connection with a “potential change in control of the Company” (as defined in Section 2 hereof) under the circumstances described below. This Agreement shall constitute an amendment and restatement of and shall supersede any prior agreement entered into between you and RYERSON with respect to these matters. In the event that you receive severance benefits hereunder, such benefits shall be in lieu of, and you shall not be entitled to receive, any benefits or payments under any other severance plan or policy of the Company or any agreement with the Company and the provisions of Section 5 through 7 hereof shall supercede any provisions relating to comparable matters under such other severance plan or policy or such other agreement. In addition, if you are or become entitled to benefits from the Company pursuant to another agreement providing for benefits on account of a change in control or the law of a jurisdiction other than the United States or any state or territory thereof as a result of an event for which benefits are payable to you pursuant this Agreement, the benefits paid to you pursuant to this Agreement shall be reduced by the amount paid to you pursuant to such other agreement or law.

1. Term of Agreement. This Agreement shall commence on the date hereof and shall continue in effect until the first anniversary of the date on which RYERSON gives you a written notice of termination of the Agreement. Notwithstanding the preceding sentence: (i) if your employer is a direct or indirect subsidiary of RYERSON, this Agreement shall terminate on the date on which RYERSON ceases to own, directly or indirectly, at least 80 percent of your employer for any reason which does not constitute a change in control of the Company, and (ii) if a change in control of the Company or a potential change in control of the Company shall have occurred during the original or extended term of this Agreement, this Agreement shall continue in effect for a period of thirty-six (36) months beyond the month in which such change in control of the Company or potential change in control of the Company occurred unless earlier terminated under clause (i) next above.

2. Change in Control; Potential Change in Control. Benefits shall not be payable hereunder unless there shall have been a potential change in control of the Company or a change in control of the Company, as set forth below, or in the event your employment is terminated at the request of any person as part of or in connection with a proposed transaction that could constitute a potential change in control of the Company or a change in control of the Company and there subsequently occurs a potential change in control of the Company or change in control of the Company within 12 months of such termination.

(i) For purposes of this Agreement, a “change in control of the Company” shall be deemed to have occurred if:

(A) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than (w) the Company, (x) a trustee or other fiduciary holding voting securities under an employee benefit plan of the Company, (y) an underwriter temporarily holding voting securities pursuant to an offering of such securities, or (z) a corporation owned, directly or indirectly, by the security holders of RYERSON in substantially the same proportions as their ownership of voting securities of RYERSON, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of voting securities of RYERSON (not including in the voting securities beneficially owned by such person any voting securities acquired directly from RYERSON or its affiliates) representing 20% or more of the combined voting power of RYERSON’s then outstanding voting securities;

(B) during any period of two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by RYERSON’s security holders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved (“Continuing Directors”), cease for any reason to constitute a majority thereof, provided, however, that no director designated by a person who has entered into an agreement with the Company to effect a transaction described in clauses (A), (C) or (D) of this Section 2(i) shall be deemed a Continuing Director for the purposes of this clause (B) and, provided, further that if any new director assumes office in connection with or as a result

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of an actual or threatened proxy or other election contest of the Board, then the nomination or election of such new director shall not constitute, or be deemed to constitute, an approval by the Continuing Directors for purposes of this Section 2(i)(B);

(C) there occurs a merger or consolidation of RYERSON with any other corporation, other than a merger or consolidation which would result in the voting securities of RYERSON outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding voting securities under an employee benefit plan of the Company, at least 60% of the combined voting power of the voting securities of RYERSON or such surviving entity outstanding immediately after such merger or consolidation, or a merger or consolidation effected to implement a recapitalization of RYERSON (or similar transaction) in which no person acquires more than 50% of the combined voting power of RYERSON’s then outstanding voting securities;

(D) the holders of voting securities of RYERSON approve a plan of complete liquidation of RYERSON or an agreement for the sale or disposition by RYERSON of all or substantially all of RYERSON’s assets; or

(E) there occurs:

(x) a sale or disposition, directly or indirectly, other than to a person described in subclause (w), (x) or (z) of clause (A) of this Subsection 2(i), of voting securities of your employer, any direct or indirect parent company of your employer or any company that is a subsidiary of your employer and is also a significant subsidiary (as defined below) of RYERSON (your employer and such a parent or subsidiary being a “Related Company”), representing 50% or more of the combined voting power of the securities of such Related Company then outstanding;

(y) a merger or consolidation of a Related Company with any other corporation, other than:

(1) a merger or consolidation which would result in the voting securities of the Related Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding voting securities under an employee benefit plan of the Company, at least 60% of the combined voting power of the voting securities of the Related Company or such surviving entity outstanding immediately after such merger or consolidation;

(2) a merger or consolidation effected to implement a recapitalization of the Related Company (or similar transaction) in which no person acquires more than 50% of the combined voting power of the Related Company’s then outstanding voting securities; or

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(3) a merger or consolidation which would result in 50% or more of the combined voting power of the surviving company being beneficially owned by RYERSON or by a majority owned direct or indirect subsidiary of RYERSON; or

(z) the sale or disposition of all or substantially all the assets of a Related Company to a person other than RYERSON or a majority owned direct or indirect subsidiary of RYERSON.

Notwithstanding any other provision of this Agreement, no change in control of the Company shall be deemed to have occurred under this Subsection 2(i) if (I) such transaction includes or involves a sale to the public or a distribution to the stockholders of RYERSON of more than 50% of the voting securities of your employer or a direct or indirect parent of your employer, and (II) your employer or a direct or indirect parent of your employer agrees to become a successor to RYERSON under this Agreement or you are covered by an agreement providing for benefits upon a change in control of your employer following an event described in clause (E) of this Subsection 2(i). For purposes of this Agreement, the term “significant subsidiary” has the meaning given to such term under Rule 405 of the Securities Act of 1933, as amended.

(ii) For purposes of this Agreement, a “potential change in control of the Company” shall be deemed to have occurred if:

(A) RYERSON enters into an agreement, the consummation of which would result in the occurrence of a change in control of the Company;

(B) any person (including RYERSON) publicly announces an intention to take or to consider taking actions which if consummated would constitute a change in control of the Company;

(C) any person, other than (w) the Company, (x) a trustee or other fiduciary holding voting securities under an employee benefit plan of the Company, (y) an underwriter temporarily holding voting securities pursuant to an offering of such securities, or (z) a corporation owned, directly or indirectly, by the security holders of RYERSON in substantially the same proportions as their ownership of voting securities of RYERSON, who is or becomes the beneficial owner, directly or indirectly, of voting securities of RYERSON representing 9.5% or more of the combined voting power of RYERSON’s then outstanding voting securities, increases his beneficial ownership of such securities by 5% or more over the percentage so owned by such person on the date hereof; or

(D) the Board adopts a resolution to the effect that, for purposes of this Agreement, a potential change in control of the Company has occurred.

You agree that, subject to the terms and conditions of this Agreement, in the event of a potential change in control of the Company, you will remain in the employ of the Company until the

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earliest of (i) a date which is six (6) months from the occurrence of such potential change in control of the Company, (ii) the termination by you of your employment by reason of Disability or Retirement, as defined in Subsection 3(i), or (iii) the occurrence of a change in control of the Company. If your employment is terminated by the Company without Cause (as defined in Subsection 3(ii) below) coincident with or prior to a change in control of the Company and within twelve (12) months after the occurrence of a potential change in control of the Company and a change in control of the Company occurs within six (6) months after such termination, you shall be entitled to the compensation and benefits hereunder as if your termination of employment without Cause followed a change in control of the Company; provided, however, that no benefits shall be payable under this sentence if prior to the change in control of the Company, RYERSON ceased to own, directly or indirectly, at least 80% of the voting securities of your employer.

(iii) The foregoing to the contrary notwithstanding, a change in control of the Company shall not be deemed to have occurred with respect to you if:

(A) the event first giving rise to the potential change in control of the Company involves a publicly announced transaction or publicly announced proposed transaction which at the time of the announcement has not been previously approved by the Board and you are “part of a purchasing group” (as defined below) proposing the transaction;

(B) you are part of a purchasing group which consummates the change in control transaction; or

(C) the change in control of the Company would otherwise occur under Subsection 2(i)(D) due to the sale of a significant subsidiary, which significant subsidiary constitutes all or substantially all of the assets of RYERSON and you are not employed by RYERSON or the significant subsidiary which is the subject of the transaction.

For purposes of this Agreement, you shall be deemed “part of a purchasing group” if you are an equity participant or have agreed to become an equity participant in the purchasing company or group (except for (A) passive ownership of less than 1% of the stock of the purchasing company or (B) ownership of equity participation in the purchasing company or group which is otherwise not deemed to be significant, as determined prior to the change in control of the Company by a majority of the non-employee Continuing Directors).

3. Termination Following Change in Control. You shall be entitled to the benefits provided in Subsection 4(iii) hereof in the event (A) a change in control of the Company or potential change in control of the Company, each as defined in Section 2 hereof, shall have occurred, and your employment is subsequently terminated during the term of this Agreement or (B) your employment is terminated during the term of this Agreement prior to a change in control of the Company or potential change in control of the Company at the request of any person as part of or in connection with a proposed transaction that could constitute a potential change in control of the Company or a change in control of the Company, provided that there occurs either a change in control of the Company or potential change in control of the Company within 12 months following such termination, unless, in the case of either (A) or (B) such termination is (x) because of your death, Disability or Retirement, (y) by the Company for Cause, or (z) by you other than for Good Reason.

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(i) Disability; Retirement. If, as a result of your incapacity due to physical or mental illness, you shall have been absent from the full-time performance of your duties with the Company for six (6) consecutive months, and within thirty (30) days after written notice of termination is given you shall not have returned to the full-time performance of your duties, your employment may be terminated for “Disability”. Termination by the Company or you of your employment based on “Retirement” shall mean termination on or after your normal retirement age in accordance with the Company’s retirement policy generally applicable to its salaried employees or in accordance with any retirement arrangement established with your consent with respect to you.

(ii) Cause. Termination by the Company of your employment for “Cause” shall mean termination upon (A) the willful and continued failure by you to substantially perform your duties with the Company (other than any such failure resulting from your incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by you for Good Reason as defined in Subsections 3(iv) and 3(iii), respectively) after a written demand for substantial performance is delivered to you by the Board, which demand specifically identifies the manner in which the Board believes that you have not substantially performed your duties, or (B) the willful engaging by you in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of this Subsection 3(ii), no act, or failure to act, on your part shall be deemed “willful” unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the best interest of the Company. Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of conduct set forth above in clauses (A) or (B) of the first sentence of this Subsection 3(ii) and specifying the particulars thereof in detail; provided that, in the event of a dispute concerning the application of this provision, no claim by the Company that Cause exists shall be given effect unless the Company establishes to the Board by clear and convincing evidence that Cause exists.

(iii) Good Reason. You shall be entitled to terminate your employment for Good Reason. For purposes of this Agreement, “Good Reason” shall mean, without your express written consent, the occurrence after a change in control of the Company of any of the following circumstances unless, in the case of paragraphs (A), (E), (F), (G) or (H), such circumstances are fully corrected prior to the Date of Termination specified in the Notice of Termination, as defined in Subsections 3(v) and 3(iv), respectively, given in respect thereof:

(A) the assignment to you of any duties materially inconsistent with your status as an executive officer of the Company or a substantial adverse alteration in the nature or status of your responsibilities from those in effect immediately prior to the change in control of the Company other than any such alteration primarily attributable to the fact that the Company may no longer be a public company;

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(B) a reduction by the Company in your annual base salary as in effect on the date hereof or as the same may be increased from time to time;

(C) the Company’s requiring that your principal place of business be at an office located more than 50 miles from where your principal place of business is located immediately prior to the change in control of the Company, except for required travel on the Company’s business to an extent substantially consistent with your business travel obligations immediately prior to the change in control of the Company;

(D) the failure by the Company, without your consent, to pay to you any portion of your current compensation, or to pay to you any portion of an installment of deferred compensation under any deferred compensation program of the Company, within seven (7) days of the date such compensation is due;

(E) the failure by the Company to continue in effect any compensation plan in which you participate immediately prior to the change in control of the Company which is material to your total compensation, including but not limited to the Ryerson Annual Incentive Plan (the “Annual Incentive Plan”), Ryerson 2002 Incentive Stock Plan and any successor thereto (collectively, the “Incentive Stock Plans”), Ryerson Nonqualified Savings Plan (the “Nonqualified Savings Plan”), or the Ryerson Savings Plan (the “Savings Plan”) or any substitute or alternative plans adopted prior to the change in control of the Company, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue your participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of your participation relative to other participants, as existed at the time of the change in control of the Company;

(F) the failure by the Company to continue to provide you with benefits substantially similar to those enjoyed by you under any of the Company’s defined contribution plan, life insurance, medical, dental, or short-term and long term disability plans or programs in which you were participating at the time of the change in control of the Company, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive you of any material fringe benefit enjoyed by you at the time of the change in control of the Company, or the failure by the Company to provide you with the number of paid vacation days to which you are entitled on the basis of years of service with the Company in accordance with the Company’s normal vacation policy in effect at the time of the change in control of the Company;

(G) the failure of RYERSON to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 5 hereof; [or]

(H) any purported termination of your employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Subsection 3(iv) below (and, if applicable, the requirements of Subsection 3(ii) above); for purposes of this Agreement, no such purported termination shall be effective.[; or]]

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(I) [applicable only to CEO: a change to your employment position, such that you no longer serve as the chief executive officer of a publicly held company.]

Your right to terminate your employment pursuant to this Section 3 shall not be affected by your incapacity due to physical or mental illness. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. For purposes of any determination regarding the existence of Good Reason, any claim by you that Good Reason exists shall be presumed to be correct unless the Company establishes to the Board by clear and convincing evidence that Good Reason does not exist.

(iv) Notice of Termination. Any purported termination of your employment by the Company or by you shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 6 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated.

(v) Date of Termination, Etc. “Date of Termination” shall mean (A) if your employment is terminated for Disability, thirty (30) days after Notice of Termination is given (provided that you shall not have returned to the full-time performance of your duties during such thirty (30) day period), and (B) if your employment is terminated pursuant to Subsection 3(ii) or 3(iii) above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Subsection 3(ii) above shall not be less than thirty (30) days, and in the case of a termination pursuant to Subsection 3(iii) above shall not be less than fifteen (15) nor more than sixty (60) days, respectively, from the date such Notice of Termination is given); provided that if within fifteen (15) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this proviso), the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected) but shall be deemed to be within the thirty-six (36) month period following a change in control of the Company; provided further that the Date of Termination shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue you as a participant in all compensation, benefit and insurance plans and programs in which you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this Subsection 3(v). Amounts paid under this Subsection 3(v) are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.

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4. Compensation Upon Termination or During Disability. Following a change in control of the Company or potential change in control of the Company, each as defined in Section 2 hereof, upon termination of your employment or during a period of Disability, or in the event your employment is terminated prior to a change in control of the Company or potential change in control of the Company at the request of any person as part of or in connection with a proposed transaction that could constitute a potential change in control of the Company or a change in control of the Company, provided that there occurs either a change in control of the Company or potential change in control of the Company within 12 months following such termination, you shall be entitled to the following benefits:

(i) During any period that you fail to perform your full-time duties with the Company as a result of incapacity due to physical or mental illness, you shall continue to receive your base salary at the rate in effect at the commencement of any such period, together with all compensation payable to you under the Pension Plan, Supplemental Plan, Annual Incentive Plan, Savings Plan and Nonqualified Savings Plan during such period, until this Agreement is terminated pursuant to Subsection 3(i) hereof. Thereafter, in the event your employment shall be terminated, your benefits shall be determined under the Company’s retirement, insurance and other compensation plans and programs then in effect in accordance with the terms of such plans and programs.

(ii) If your employment shall be terminated by the Company for Cause or by you other than for Good Reason, Disability, death or Retirement, the Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts to which you are entitled under any compensation plan of the Company at the time such payments are due, and the Company shall have no further obligations to you under this Agreement.

(iii) If your employment by the Company shall be terminated (a) by the Company other than for Cause, Retirement or Disability, or (b) by you for Good Reason, then you shall be entitled to the compensation and benefits provided below subject to the terms and conditions of this Agreement, including without limitation, paragraph (K) below and Section 7 hereof.

(A) The Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts to which you are entitled under any compensation plan or program of the Company, at the time such payments are due, except as otherwise provided below.

(B) In lieu of any further salary payments to you for periods subsequent to the Date of Termination, the Company shall pay as severance pay to you severance payments equal to three times the sum of (x) your annual base salary in effect immediately prior to the occurrence of the circumstance giving rise to the Notice of Termination given in respect thereof, and (y) the greater of (I) your target award under the Annual Incentive Plan or similar successor plan for the year in which the Date of Termination occurs, or (II) the average annual amount of the Award paid to you pursuant to the Annual Incentive Plan or similar successor plan with respect to the five years immediately preceding that in which the Date of Termination occurs, such average annual amount being calculated by aggregating all such Awards paid with respect to such five years and dividing such

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aggregate amount by the number of years for which such an Award was actually paid to you. You acknowledge that an amount equal to one times the sum of (x) plus (y) above is in consideration of your agreement to the terms of Sections 5 through 7 below and shall be paid in a lump sum in accordance with paragraph (J) below.

(C) Notwithstanding any provision of the Annual Incentive Plan, and solely to the extent not already provided to you under such plan, the Company shall pay to you a lump sum amount under that plan at least equal to the sum of (x) any incentive compensation under the Annual Incentive Plan which has been allocated or awarded to you for a completed fiscal year or other measuring period preceding the Date of Termination but has not yet been paid, and (y) a pro rata portion to the Date of Termination for the current fiscal year or other measuring period of the amount equal to the Target Award percentage applicable to you under the Annual Incentive Plan or similar successor plan on the Date of Termination times your annual base salary then in effect.

(D) Notwithstanding anything in the Company’s stock option plans or any stock option agreements thereunder to the contrary, the Compensation Committee shall determine, in its sole discretion, the method of settling the value of all shares of common stock of RYERSON (“RYERSON Shares”) issuable upon exercise of outstanding stock options granted to you under RYERSON’s stock option plans (“Options”) (which Options shall be cancelled upon the making of the settlement referred to in (1) or (2) below).

(1) If the Compensation Committee determines to settle such Options in cash, you shall receive an amount in cash equal to the product of (i) the excess of (x) in the case of incentive stock options (as defined in section 422A of the Internal Revenue Code of 1986, as amended (the “Code”)) (“ISOs”), granted prior to the date of this Agreement (without regard to any renewal hereof), the closing price of RYERSON’s shares as reported on the New York Stock Exchange Composite Transactions on or nearest the Date of Termination, or in the case of all other Options (other than ISOs granted prior to the date of this Agreement (without regard to any renewal hereof)), the Change in Control Price (as defined below), over (y) the per share exercise price of each Option then held by you (whether or not then fully exercisable), times (ii) the number of RYERSON Shares covered by each such Option.

(2) If the Compensation Committee determines to settle such Options in shares, you shall receive shares equal to the amount of cash determined pursuant to paragraph (1) above, divided by (x) in the case of ISOA granted after the date of this Agreement (without regard to any renewal hereof), the closing price of Ryerson’s shares as reported on the New York Stock Exchange Composite Transactions on or nearest the Date of Termination, or in the case of all other Options (other than ISOA granted prior to the date of this Agreement (without regard to any renewal hereof), the Change in Control Price, with any fractional shares paid in cash.

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For purposes of this Agreement, the “Change in Control Price” means: (1) with respect to a merger or consolidation of RYERSON described in Subsection 2(i)(C) in which the consideration per share of RYERSON’s common stock to be paid for the acquisition of shares of common stock specified in the agreement of merger or consolidation is all in cash, the highest such consideration per share; (2) with respect to a change in control of the Company by reason of an acquisition of voting securities described in Subsection 2(i)(A), the highest price per share for any share of RYERSON’s common stock paid by any holder of any of the securities representing 20% or more of the combined voting power of RYERSON giving rise to the change in control of the Company; and (3) with respect to a change in control of the Company by reason of a merger or consolidation of RYERSON (other than a merger or consolidation described in Clause (1) next above), stockholder approval of an agreement or plan described in Subsection 2(i)(D), a change in the composition of the Board described in Subsection 2(i)(B) or a change in control of the Company pursuant to Subsection 2(i)(E) (relating to mergers, consolidations and sales of securities or assets of a Related Company), with respect to awards to the extent vested on or prior to December 31, 2004, the highest price per share of common stock reported on the New York Stock Exchange Composite Transactions (or, if such shares are not traded on the New York Stock Exchange, such other principal market on which such shares are traded) during the sixty (60) day period ending on the date immediately prior to the date such change in control of the Company occurs and, with respect to awards to the extent vesting after December 31, 2004, the price per share of common stock reported on the New York Stock Exchange Composite Transactions (or, if such shares are not traded on the New York Stock Exchange, such other principal market on which such shares are traded) on the date immediately prior to the date such change in control of the Company occurs, except that the determination of such price may be modified in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”).

(E) To the extent not otherwise vested in accordance with the terms and conditions of the Incentive Stock Plans, you shall be fully vested in any restricted shares issued thereunder. You shall receive an amount in cash with respect to each performance share award granted under the Incentive Stock Plans which was outstanding on the date of the change in control of the Company which is equal to (i) the Change in Control Price, multiplied by (ii) 100% of the target award amount under such performance share award, and further multiplied by (iii) a fraction, the denominator of which is the number of months (rounded to the nearest whole number) in the original performance cycle for such performance share award, and the numerator of which is the number of months (rounded to the nearest whole number) of such performance cycle elapsed prior to the date of the change in control of the Company; provided, however, that if the Company’s market capitalization as of the date of the change in control of the Company is less than $250 million, “30%” shall be substituted for “100%” in clause (ii) above; and, provided further, that the foregoing amount shall be in lieu of any other payment with respect to such performance share award, and if you receive any payment with respect to such performance share award after the change in control of the Company, but prior to your Date of Termination, it shall reduce, but not below zero, the amount to which you are entitled under this paragraph (E) with respect to such award.

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(F) The Company shall also pay to you all legal fees and expenses incurred by you as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any payment or benefit provided hereunder or provided under any other agreement, plan, program or arrangement with the Company). Such payments shall be made within five (5) days (or, if later, the earliest date permitted under Section 409A) after your request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require. You shall be entitled to select your legal counsel, and your rights to payment pursuant to this paragraph (F) shall not be affected by the final outcome of any dispute with the Company.

(G) This paragraph (G) applies in the event that (i) you become entitled to any payments or benefits under this Agreement (the “Contract Payments”) or under any other agreement, plan, program or arrangement with the Company, and (ii) the aggregate present value (calculated in accordance with Section 280G of the Code) exceeds by fifteen percent or more the threshold amount at which you become subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code, i.e. such present value exceeds by fifteen percent or more an amount equal to three times your “base amount” determined under Section 280G of the Code. In that case, the Company shall pay to you, no later than the fifth day following the Date of Termination (or, if you are a specified employee within the meaning of Section 409A on such date, the earliest date that payment can be made to you in accordance with Section 409A), an additional amount (the “Gross-Up Payment”) such that the net amount retained by you, after deduction of any Excise Tax on the Contract Payments and such other Total Payments and any federal and state and local income and other payroll taxes and Excise Tax upon the payment provided for by this paragraph (G), shall be equal to the Contract Payments and such other Total Payments.

(H) For purposes of determining whether any of the payments will be subject to the Excise Tax, the amount of such Excise Tax, whether you are entitled to a Gross-Up Payment in accordance with paragraph (G) above, and whether your Total Payments will be reduced pursuant to Paragraph (K) below and the amount of such reduction, (i) any other payments or benefits received or to be received by you in connection with a change in control of the Company or your termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a change in control or any person affiliated with the Company or such person) payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a change in control or any person affiliated with the Company or such person (together with the Contract Payments, the “Total Payments”), shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code and all “excess parachute payments” within the meaning of Section 280G(b)(l) of the Code shall be treated as subject to the Excise Tax unless in the opinion of tax counsel selected by RYERSON’s independent auditors and reasonably acceptable to you, it is more likely than not that such other payments or benefits (in whole or in part) do not constitute

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parachute payments, including by reason of Section 280G(b)(4)(A) of the Code or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4)(B) of the Code in excess of the base amount allocable to such reasonable compensation within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax, (ii) the amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the amount of the Total Payments or (B) the amount of excess parachute payments within the meaning of Section 280G(b)(l) of the Code (after applying clause (i) above), and (iii) the value of any noncash benefits or any deferred payment or benefit shall be determined by RYERSON’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residence on the Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

(I) In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of your employment, you shall repay to the Company at the time that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a reduction in Excise Tax and/or a federal and state and local income tax deduction) plus interest on the amount of such repayment at a rate equal to 120 percent of the applicable Federal rate determined under Section 1274(d) of the Code, compounded semi-annually. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of your employment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess (plus any interest payable with respect to such excess) at the time that the amount of such excess is finally determined.

(J) Subject to the following provisions of this paragraph (J), the payments provided for in paragraphs (B), (C), (D) and (E) above and Subsection 4(iv) shall be paid to you in a lump sum within five days following your Date of Termination; provided, however, that if the amounts of such payments cannot be finally determined on or before the date payments are to be made, the Company shall pay to you on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at a rate equal to 120 percent of the applicable Federal rate determined under Section 1274(d) of the Code, compounded semi-annually) as soon as the amount thereof can be determined but in no event later than the thirtieth day after the Date of Termination. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, you shall promptly repay to the Company the amount of such excess (together with interest at a rate equal to 120 percent of the applicable Federal rate determined under Section 1274(d) of the Code, compounded semi-annually).

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(K) In the event that you become entitled to any payments or benefits under this Agreement, but you are not entitled to a Gross-Up Payment under paragraph (G) above, the amount of payments and benefits to which you are entitled under this Agreement shall be reduced by the minimum amount necessary such that no part of your Total Payments (after such reduction) constitutes an excess parachute payment within the meaning of Section 280G(b)(i) of the Code. You will be entitled to elect by written notice to the Company which payments or benefits are to be reduced; provided, however, that if you do not make such an election within ten days after receiving from the Company a written summary prepared by its independent auditors of the value of the payments and benefits for purposes of Section 280G of the Code, the reduction shall be made first from the amounts payable under paragraph (B) above and, then, as the Company may determined in its discretion, from the payments under paragraphs (C), (D) and (E) above. In the event that the amount of the reduction calculated under this paragraph (K) is subsequently determined to be too little to avoid an excess parachute payment or is greater than required to avoid an excess parachute payment, you shall promptly repay to the Company (if too little) or receive from the Company (if too great) an amount equal to the difference together with interest at a rate equal to 120 percent of the applicable Federal rate determined under Section 1274(d) of the Code, compounded semi-annually. Notwithstanding the foregoing provisions of this paragraph (J), if you are a “specified employee” within the meaning of Section 409A on your Date of Termination, the payments provided for in paragraphs (B), (C) and (E) above and Subsection 4(iv) shall be paid as soon as administratively practicable after (but in no event more than five (5) days after) the date which is six (6) months after your Date of Termination.

(L) If your employment shall be terminated (A) by the Company other than for Cause, Retirement or Disability or (B) by you for Good Reason, then for a thirty-six (36) month period after such termination, the Company shall arrange to provide you with: (1) life insurance and long-term disability, medical and dental benefits substantially similar to those which you are receiving immediately prior to the Notice of Termination, (2) financial advisory services similar to those provided currently to executives of the Company, if any, and (3) outplacement services, including office services, appropriate to the your management level. Benefits otherwise receivable by you pursuant to this Subsection 4(iv) shall be reduced to the extent comparable benefits are actually received by you during the thirty-six (36) month period following your termination, and any such benefits actually received by you shall be reported to the Company. Any rights that you have to continuation of life, disability, accident or health coverage under this Agreement shall be credited toward, and shall not be in addition to, any rights to continuation of life, disability or health coverage you may have under applicable state or federal law.

(iv) If your employment shall be terminated (A) by the Company other than for Cause, Retirement or Disability or (B) by you for Good Reason, then in addition to the retirement benefits to which you are entitled under the Pension Plan and Supplemental Plan or any successor plans thereto, the Company shall pay you in cash at the time and in the manner

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provided in paragraph (J) of Subsection 4(iii), a lump sum equal to the excess of (x) the actuarial equivalent of the retirement pension (taking into account any early retirement subsidy associated therewith and determined as a straight life annuity commencing at age sixty-five (65) or any earlier date, but in no event earlier than the second anniversary of the Date of Termination whichever annuity yields a greater benefit) which you would have accrued under the terms of the Pension Plan and Supplemental Plan (without regard to any amendments to any such plans made subsequent to a change in control of the Company and on or prior to the Date of Termination, which amendment adversely affects in any manner the computation of retirement benefits thereunder), determined as if you were fully vested thereunder and had accumulated (after the Date of Termination) thirty-six (36) additional months of age and service credit thereunder at the higher of the rate of average compensation during the twelve (12) months prior to the change in control of the Company or the rate of average compensation used to calculate your benefits under such plans immediately preceding the Date of Termination, over (y) the actuarial equivalent of the retirement pension (taking into account any early retirement subsidy associated therewith and determined as a straight life annuity commencing at age sixty-five (65) or any earlier date, but in no event earlier than the Date of Termination whichever annuity yields a greater benefit) which you had then accrued pursuant to the provisions of the Pension Plan and the Supplemental Plan. For purposes of this Subsection 4(iv), “actuarial equivalent” shall be determined using the same assumptions utilized under the Pension Plan for purposes of determining alternative forms of benefits immediately prior to the change in control of the Company. In addition, if your employment shall be terminated for the reasons set forth in this subsection (iv), determination of your post-retirement health and life insurance benefits will be calculated as if you were credited with thirty-six (36) additional months of age and service credit for purposes of determining eligibility for and the value of such benefits under the applicable post-retirement health and life insurance plans.

(v) You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 be reduced by any compensation earned by you as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by you to the Company, or otherwise, except as provided in Subsection 4(iv).

(vi) In addition to all other amounts payable to you under this Section 4, you shall be entitled to receive all benefits payable to you under the Pension Plan, the Savings Plan, the Supplemental Plan, the Nonqualified Savings Plan, the Annual Incentive Plan, the 2002 Incentive Stock Plan and any other plan, agreement, program or arrangement relating to retirement benefits, incentive compensation or welfare benefits (exclusive of severance benefits); provided, however, that nothing in this Section 4 shall entitle you to any duplication of any payment, benefit or acceleration thereof otherwise available under any such plan, agreement, program or arrangement.

5. Confidentiality and Ownership. You acknowledge and agree that the Confidential Information (as defined in paragraph (A) below) is the property of the Company. Accordingly, except as may be required by applicable law or the lawful order of a court or regulatory body, or except to the extent that you have express authorization from the Company to do otherwise, you will:

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(A) Confidential Information. Keep secret and confidential indefinitely all Confidential Information and not disclose such Confidential Information, either directly or indirectly, to any other person, firm or business entity, or to use it in any way. For purposes of this Agreement, “Confidential Information” means all non-public information, observations or data relating to the Company which you have learned during your employment with the Company, whether or not a trade secret within the meaning of applicable law, including but not limited to: (i) new products and new product development; (ii) marketing strategies and plans, market experience with products, and market research; (iii) manufacturing processes, technologies and production plans and methods; (iv) formulas, research in progress and unpublished manuals or know how devices, methods, techniques, processes and inventions; (v) regulatory filings and communications; (vi) identity of and relationship with licensees, licensers or suppliers; (vi) finances, financial information, and financial management systems; (vii) technological and engineering data; (viii) identities of and information concerning customers, vendors and suppliers and prospective customers, vendors and suppliers; (ix) development, expansion and business strategies, plans and techniques; (x) computer programs; (xi) research and development activities; (xii) litigation and pending litigation; and (xiii) any other information or documents which you are told or reasonably ought to know the Company regards as proprietary or confidential.

(B) On your Date of Termination or at the Company’s earlier request, you will promptly return to the Company any and all records, documents, data, memoranda, reports, physical property, information, computer disks, tapes or software or other materials, and all copies thereof, relating to the business of the Company obtained by you during your employment with the Company. You further agree to deliver to the Company, at its request, any computer in your possession or control which has contained any Confidential Information for the purpose of ensuring that all Confidential Information stored on the computer has been delivered to the Company.

(C) You agree that all inventions, innovations, discoveries, improvements, developments, trade secrets, processes, procedures, methods, designs, analyses, drawings, reports, and all similar or related information which relates to the Company’s actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by you while employed by the Company (“Work Product”) belong to the Company. You shall promptly inform the Company of such Work Product, and shall execute such assignments as may be necessary to transfer to the Company the benefits of the Work Product, in whole or in part, or conceived by you either alone or with others, which result from any work which you may do for or at the request of the Company, whether or not conceived by you while on holiday, on vacation, or off the premises of the Company, including such of the foregoing items conceived during the course of employment which are developed or perfected after your Date of Termination. You shall assist the Company or its nominee, to obtain patents, trademarks and service marks and agree to execute all documents and to take all other actions which are necessary or appropriate to secure to the Company the benefits thereof. Such patents, trademarks and service marks shall become the property of the Company. You shall deliver to the Company all sketches, drawings, models, figures, plans, outlines, descriptions or other information with respect thereto.

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(D) To the extent that any court or agency seeks to have you disclose Confidential Information, you shall promptly inform the Company, and you shall take such reasonable steps to prevent disclosure of Confidential Information until the Company has been informed of such requested disclosure. To the extent that you obtain information on behalf of the Company that may be subject to attorney-client privilege as to the Company’s attorneys, you shall take reasonable steps to maintain the confidentiality of such information and to preserve such privilege.

(E) Nothing in the foregoing provisions of this Section 5 shall be construed so as to prevent you from using, in connection with your employment for yourself or an employer other than the Company, knowledge which was acquired by you during the course of your employment with the Company, and which is generally known to persons of your experience in other companies in the same industry other than through your acts or omission to act.

6. Noncompetition/Nonsolicitation. You acknowledge that the industry in which the Company is engaged is a highly competitive business, and that you are a key executive of the Company. You further acknowledge that as a result of your senior position within the Company, you have acquired and will acquire extensive Confidential Information and knowledge of the Company’s business and the industry in which it operates and will develop relationships with and knowledge of customers, employees, vendors and suppliers of the Company and its subsidiaries and affiliates. Accordingly, you agree that during the time you are employed by the Company (the “Employment Period”) and for a period of 36 months after your Date of Termination, you agree as follows:

(A) You will not directly or indirectly, own, operate, manage, control, participate or have any financial interest in, consult with, advise, engage in services for (whether for yourself or for any other person and whether as proprietor, principal, stockholder, partner, agent, director, officer, employee, consultant, independent contractor or in any other capacity), any Competitor of the Company, or in any manner engage in the start-up of a business (including by yourself or in association with any person, firm, corporate or other business organization through any other entity) in Competition with the Company, provided that, this shall not prevent you from ownership of 1% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System or ownership of securities in any entity affiliated with the Company. “Competitor” or “in Competition” refers to a person or entity, including metals-related internet marketplaces, engaged in the metal service center processing and/or distribution business.

(B) You will not directly or indirectly contact, call upon, solicit business from, sell or render services to, any customer of the Company with respect to the provision of services identical or similar to any service provided by the Company during the Employment Period or in the process of being provided as of your Date of Termination, for which you had any responsibility or about which you had any Confidential Information during the Employment Period.

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(C) You will not directly or indirectly either alone or in cooperation with others, encourage any employees of the Company to seek or accept an employment or business relationship with a person or entity other than the Company, or in any way interfere with the relationship of the Company and any subsidiary or affiliate and any employee thereof, including without limitation, to hire, solicit for hire, or discuss or encourage the employment of, any of the employees of the Company who were employed by the Company during the Employment Period; provided however, this shall not apply to an employee whose employment was terminated by the Company before your Date of Termination, if such termination was not caused by any direct or indirect involvement of you or your subsequent employer.

(D) You will not directly or indirectly either alone or in cooperation with others, encourage any supplier, distributor, franchisee, licensee, or other business relation of the Company, cease or curtail doing business with the Company, or in any way interfere with the relationship between any such customer, supplier, distributor, franchisee, licensee or business relation and the Company.

7. Reasonableness of Restrictions, Injunctive Relief and Remedies.

(A) You acknowledge that your rights to compete and disclose Confidential Information and trade secrets are limited hereby only to the extent necessary to protect the Company and that, in the event that your employment with the Company terminates for any reason, you will be able to earn a livelihood without violating the foregoing restrictions. You acknowledge that the restrictions cited herein are reasonable and necessary for the protection of the Company’s legitimate business interests.

(B) You acknowledge that the services to be rendered by you are of a special, unique and extraordinary character and, in connection with such services, you will have access to confidential information vital to the Company’s businesses. By reason of this, you consent and agree that if you violate any of the provisions of Section 5 or 6 above, the Company would sustain irreparable harm and, therefore, in addition to any other remedies which the Company may have under this Agreement or otherwise, you shall immediately forfeit all remaining payments and benefits to which you are entitled under this Agreement and the Company shall be entitled to an injunction from any court of competent jurisdiction restraining you from committing or continuing any such violation of this Agreement, including, without limitation, restraining you from disclosing, using for any purpose, selling, transferring or otherwise disposing of, in whole or in part, any trade secrets, Confidential Information, proprietary information, client or customer lists or other information pertaining to the financial condition, business, manner of operation, affairs, plans or prospects of the Company. You acknowledge that damages at law would not be an adequate remedy for violation of Section 5 or 6, and you therefore agree that the provisions may be specifically enforced against you in any court of competent jurisdiction. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages.

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8. Successors; Binding Agreement. (i) RYERSON will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of RYERSON to expressly assume and agree to perform this Agreement in the same manner and to the same extent that RYERSON or the Company would be required to perform it if no such succession had taken place. Failure of RYERSON to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle you to compensation from the Company in the same amount and on the same terms as you would be entitled to hereunder if you terminate your employment for Good Reason following a change in control of the Company, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. In the event a successor of RYERSON assumes and agrees to perform this Agreement, by operation of law or otherwise, the term “RYERSON”, as used in this Agreement, shall mean such successor and the term “Company” shall mean, collectively, such successor and the affiliates of such successor.

(i) This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If you should die while any amount would still be payable to you hereunder if you had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there is no such designee, to your estate.

9. Notice. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement, provided that all notice to the Company shall be directed to the attention of the Board with a copy to the Secretary of RYERSON, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

10. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by you and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Illinois. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law. The obligations of RYERSON and the Company under Section 4 shall survive the expiration of the term of this Agreement.

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11. Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

12. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

13. Settlement of Disputes; Arbitration. All claims by you for benefits under this Agreement shall be directed to and determined by the Board and shall be in writing. Any denial by the Board of a claim for benefits under this Agreement shall be delivered to you in writing and shall set forth the specific reasons for the denial and the specific provisions of this Agreement relied upon. The Board shall afford a reasonable opportunity to you for a review of the decision denying a claim and shall further allow you to appeal to the Board a decision of the Board within sixty (60) days after notification by the Board that your claim has been denied. Except as provided in Section 7 above, any further dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Chicago, Illinois, in accordance with the rules of the American Arbitration Association then in effect, provided, however, that the evidentiary standards set forth in this Agreement shall apply. Judgment may be entered on the arbitrator’s award in any court having jurisdiction; provided, however, that you shall be entitled to seek specific performance of your right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement.

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If this letter sets forth our agreement on the subject matter hereof, kindly sign and return to RYERSON the enclosed copy of this letter which will then constitute our agreement on this subject.

Sincerely,
RYERSON INC.
By
	Vice President - Human Resources

Agreed to this      day of             , 200    

(Signature)

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EX-10.2(D)-2

Exhibit 10.2(d)-2

Schedule to Form of Senior Executive Change in Control Agreement between

Ryerson Inc. and the following parties:

Neil S. Novich

Jay M. Gratz

Gary J. Niederpruem

EX-10.2(E)-1

EXHIBIT 10.2(e)-1

                         , 200  

Dear             :

Ryerson Inc. (“RYERSON”) considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel of RYERSON and its subsidiaries (collectively, the “Company”). In this connection, the Board of Directors of RYERSON (the “Board”) recognizes that, as is the case with many publicly held corporations, the possibility of a change in control may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of RYERSON and its stockholders.

The Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company’s management, including yourself, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a change in control of the Company. In order to induce you to remain in the employ of the Company and in consideration of your agreement set forth in Subsection 2(ii) hereof, RYERSON agrees that you shall receive the severance benefits set forth in this letter agreement (“Agreement”) in the event your employment with the Company is terminated subsequent to a “change in control of the Company” (as defined in Section 2 hereof) or in connection with a “potential change in control of the Company” (as defined in Section 2 hereof) under the circumstances described below. This Agreement shall constitute an amendment and restatement of and shall supersede any prior agreement entered into between you and RYERSON with respect to these matters. In the event that you receive severance benefits hereunder, such benefits shall be in lieu of, and you shall not be entitled to receive, any benefits or payments under any other severance plan or policy of the Company or any agreement with the Company and the provisions of Section 5 through 7 hereof shall supercede any provisions relating to comparable matters under such other severance plan or policy or such other agreement. In addition, if you are or become entitled to benefits from the Company pursuant to another agreement providing for benefits on account of a change in control or the law of a jurisdiction other than the United States or any state or territory thereof as a result of an event for which benefits are payable to you pursuant this Agreement, the benefits paid to you pursuant to this Agreement shall be reduced by the amount paid to you pursuant to such other agreement or law.

1. Term of Agreement. This Agreement shall commence on the date hereof and shall continue in effect until the first anniversary of the date on which RYERSON gives you a written notice of termination of the Agreement. Notwithstanding the preceding sentence: (i) if your employer is a direct or indirect subsidiary of RYERSON, this Agreement shall terminate on the date on which RYERSON ceases to own, directly or indirectly, at least 80 percent of your employer for any reason which does not constitute a change in control of the Company, and (ii) if a change in control of the Company or a potential change in control of the Company shall have occurred during the original or extended term of this Agreement, this Agreement shall continue in effect for a period of twenty-four (24) months beyond the month in which such change in control of the Company or potential change in control of the Company occurred unless earlier terminated under clause (i) next above.

2. Change in Control; Potential Change in Control. Benefits shall not be payable hereunder unless there shall have been a potential change in control of the Company or a change in control of the Company, as set forth below, or in the event your employment is terminated at the request of any person, as part of or in connection with a proposed transaction that could constitute a potential change in control of the Company or a change in control of the Company and there subsequently occurs a potential change in control of the Company or change in control of the Company within 12 months of such termination.

(i) For purposes of this Agreement, a “change in control of the Company” shall be deemed to have occurred if:

(A) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than (w) the Company, (x) a trustee or other fiduciary holding voting securities under an employee benefit plan of the Company, (y) an underwriter temporarily holding voting securities pursuant to an offering of such securities, or (z) a corporation owned, directly or indirectly, by the security holders of RYERSON in substantially the same proportions as their ownership of voting securities of RYERSON, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of voting securities of RYERSON (not including in the voting securities beneficially owned by such person any voting securities acquired directly from RYERSON or its affiliates) representing 20% or more of the combined voting power of RYERSON’s then outstanding voting securities;

(B) during any period of two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by RYERSON’s security holders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved (“Continuing Directors”), cease for any reason to constitute a majority thereof, provided, however, that no director designated by a person who has entered into an agreement with the Company to effect a transaction described in clauses (A), (C) or (D) of this Section 2 shall be deemed a Continuing Director for the purposes of this clause (B) and, provided, further that if any new director assumes office in connection with or as a result of an

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actual or threatened proxy or other election contest of the Board, then the nomination or election of such new director shall not constitute, or be deemed to constitute, an approval by the Continuing Directors for purposes of this Section 2(i);

(C) there occurs a merger or consolidation of RYERSON with any other corporation, other than a merger or consolidation which would result in the voting securities of RYERSON outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding voting securities under an employee benefit plan of the Company, at least 60% of the combined voting power of the voting securities of RYERSON or such surviving entity outstanding immediately after such merger or consolidation, or a merger or consolidation effected to implement a recapitalization of RYERSON (or similar transaction) in which no person acquires more than 50% of the combined voting power of RYERSON’s then outstanding voting securities;

(D) the holders of voting securities of RYERSON approve a plan of complete liquidation of RYERSON or an agreement for the sale or disposition by RYERSON of all or substantially all of RYERSON’s assets; or

(E) there occurs:

(x) a sale or disposition, directly or indirectly, other than to a person described in subclause (w), (x) or (z) of clause (A) of this Subsection 2(i), of voting securities of your employer, any direct or indirect parent company of your employer or any company that is a subsidiary of your employer and is also a significant subsidiary (as defined below) of RYERSON (your employer and such a parent or subsidiary being a “Related Company”), representing 50% or more of the combined voting power of the securities of such Related Company then outstanding;

(y) a merger or consolidation of a Related Company with any other corporation, other than:

(1) a merger or consolidation which would result in the voting securities of the Related Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding voting securities under an employee benefit plan of the Company, at least 60% of the combined voting power of the voting securities of the Related Company or such surviving entity outstanding immediately after such merger or consolidation;

(2) a merger or consolidation effected to implement a recapitalization of the Related Company (or similar transaction) in which no person acquires more than 50% of the combined voting power of the Related Company’s then outstanding voting securities; or

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(3) a merger or consolidation which would result in 50% or more of the combined voting power of the surviving company being beneficially owned by RYERSON or by a majority owned direct or indirect subsidiary of RYERSON; or

(z) the sale or disposition of all or substantially all the assets of a Related Company to a person other than RYERSON or a majority owned direct or indirect subsidiary of RYERSON.

Notwithstanding any other provision of this Agreement, no change in control of the Company shall be deemed to have occurred under this Subsection 2(i) if (I) such transaction includes or involves a sale to the public or a distribution to the stockholders of RYERSON of more than 50% of the voting securities of your employer or a direct or indirect parent of your employer, and (II) your employer or a direct or indirect parent of your employer agrees to become a successor to RYERSON under this Agreement or you are covered by an agreement providing for benefits upon a change in control of your employer following an event described in clause (E) of this Subsection 2(i). For purposes of this Agreement, the term “significant subsidiary” has the meaning given to such term under Rule 405 of the Securities Act of 1933, as amended.

(ii) For purposes of this Agreement, a “potential change in control of the Company” shall be deemed to have occurred if:

(A) RYERSON enters into an agreement, the consummation of which would result in the occurrence of a change in control of the Company;

(B) any person (including RYERSON) publicly announces an intention to take or to consider taking actions which if consummated would constitute a change in control of the Company;

(C) any person, other than (w) the Company, (x) a trustee or other fiduciary holding voting securities under an employee benefit plan of the Company, (y) an underwriter temporarily holding voting securities pursuant to an offering of such securities, or (z) a corporation owned, directly or indirectly, by the security holders of RYERSON in substantially the same proportions as their ownership of voting securities of RYERSON, who is or becomes the beneficial owner, directly or indirectly, of voting securities of RYERSON representing 9.5% or more of the combined voting power of RYERSON’s then outstanding voting securities, increases his beneficial ownership of such securities by 5% or more over the percentage so owned by such person on the date hereof; or

(D) the Board adopts a resolution to the effect that, for purposes of this Agreement, a potential change in control of the Company has occurred.

You agree that, subject to the terms and conditions of this Agreement, in the event of a potential change in control of the Company, you will remain in the employ of the Company until the

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earliest of (i) a date which is six (6) months from the occurrence of such potential change in control of the Company, (ii) the termination by you of your employment by reason of Disability or Retirement, as defined in Subsection 3(i), or (iii) the occurrence of a change in control of the Company. If your employment is terminated by the Company without Cause (as defined in Subsection 3(ii) below) coincident with or prior to a change in control of the Company and within twelve (12) months after the occurrence of a potential change in control of the Company and a change in control of the Company occurs within six (6) months after such termination, you shall be entitled to the compensation and benefits hereunder as if your termination of employment without Cause followed a change in control of the Company; provided, however, that no benefits shall be payable under this sentence if prior to the change in control of the Company, RYERSON ceased to own, directly or indirectly, at least 80% of the voting securities of your employer.

(iii) The foregoing to the contrary notwithstanding, a change in control of the Company shall not be deemed to have occurred with respect to you if:

(A) the event first giving rise to the potential change in control of the Company involves a publicly announced transaction or publicly announced proposed transaction which at the time of the announcement has not been previously approved by the Board and you are “part of a purchasing group” (as defined below) proposing the transaction;

(B) you are part of a purchasing group which consummates the change in control transaction; or

(C) the change in control of the Company would otherwise occur under Subsection 2(i)(D) due to the sale of a significant subsidiary, which significant subsidiary constitutes all or substantially all of the assets of RYERSON and you are not employed by RYERSON or the significant subsidiary which is the subject of the transaction.

For purposes of this Agreement, you shall be deemed “part of a purchasing group” if you are an equity participant or have agreed to become an equity participant in the purchasing company or group (except for (A) passive ownership of less than 1% of the stock of the purchasing company or (B) ownership of equity participation in the purchasing company or group which is otherwise not deemed to be significant, as determined prior to the change in control of the Company by a majority of the non-employee Continuing Directors).

3. Termination Following Change in Control. You shall be entitled to the benefits provided in Subsection 4(iii) hereof in the event (A) a change in control of the Company or potential change in control of the Company, each as defined in Section 2 hereof, shall have occurred and your employment is subsequently terminated during the term of this Agreement or (B) your employment is terminated during the term of this Agreement prior to a change in control of the Company or potential change in control of the Company at the request of any person, as part of or in connection with a proposed transaction that could constitute a potential change in control of the Company or a change in control of the Company, provided that there occurs either a change in control of the Company or potential change in control of the Company within 12 months following such termination, unless, in the case of either (A) or (B), such termination is (x) because of your death, Disability or Retirement, (y) by the Company for Cause, or (z) by you other than for Good Reason.

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(i) Disability; Retirement. If, as a result of your incapacity due to physical or mental illness, you shall have been absent from the full-time performance of your duties with the Company for six (6) consecutive months, and within thirty (30) days after written notice of termination is given you shall not have returned to the full-time performance of your duties, your employment may be terminated for “Disability”. Termination by the Company or you of your employment based on “Retirement” shall mean termination on or after your normal retirement age in accordance with the Company’s retirement policy generally applicable to its salaried employees or in accordance with any retirement arrangement established with your consent with respect to you.

(ii) Cause. Termination by the Company of your employment for “Cause” shall mean termination upon (A) the willful and continued failure by you to substantially perform your duties with the Company (other than any such failure resulting from your incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by you for Good Reason as defined in Subsections 3(iv) and 3(iii), respectively) after a written demand for substantial performance is delivered to you by the Board, which demand specifically identifies the manner in which the Board believes that you have not substantially performed your duties, or (B) the willful engaging by you in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of this Subsection 3(ii), no act, or failure to act, on your part shall be deemed “willful” unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the best interest of the Company. Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of conduct set forth above in clauses (A) or (B) of the first sentence of this Subsection 3(ii) and specifying the particulars thereof in detail; provided that, in the event of a dispute concerning the application of this provision, no claim by the Company that Cause exists shall be given effect unless the Company establishes to the Board by clear and convincing evidence that Cause exists.

(iii) Good Reason. You shall be entitled to terminate your employment for Good Reason. For purposes of this Agreement, “Good Reason” shall mean, without your express written consent, the occurrence after a change in control of the Company of any of the following circumstances unless, in the case of paragraphs (A), (E), (F), (G) or (H), such circumstances are fully corrected prior to the Date of Termination specified in the Notice of Termination, as defined in Subsections 3(v) and 3(iv), respectively, given in respect thereof:

(A) the assignment to you of any duties materially inconsistent with your status as an executive officer of the Company or a substantial adverse alteration in the nature or status of your responsibilities from those in effect immediately prior to the change in control of the Company other than any such alteration primarily attributable to the fact that the Company may no longer be a public company;

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(B) a reduction by the Company in your annual base salary as in effect on the date hereof or as the same may be increased from time to time;

(C) the Company’s requiring that your principal place of business be at an office located more than 50 miles from where your principal place of business is located immediately prior to the change in control of the Company, except for required travel on the Company’s business to an extent substantially consistent with your business travel obligations immediately prior to the change in control of the Company;

(D) the failure by the Company, without your consent, to pay to you any portion of your current compensation, or to pay to you any portion of an installment of deferred compensation under any deferred compensation program of the Company, within seven (7) days of the date such compensation is due;

(E) the failure by the Company to continue in effect any compensation plan in which you participate immediately prior to the change in control of the Company which is material to your total compensation, including but not limited to the Ryerson Annual Incentive Plan (the “Annual Incentive Plan”), Ryerson 2002 Incentive Stock Plan and any successor thereto (collectively, the “Incentive Stock Plans”), Ryerson Nonqualified Savings Plan (the “Nonqualified Savings Plan”) or the Ryerson Savings Plan (the “Savings Plan”) or any substitute or alternative plans adopted prior to a change in control of the Company, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue your participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of your participation relative to other participants, as existed at the time of the change in control of the Company;

(F) the failure by the Company to continue to provide you with benefits substantially similar to those enjoyed by you under any of the Company’s defined contribution plan, life insurance, medical, dental, or short-term and long-term disability plans or programs in which you were participating at the time of the change in control of the Company, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive you of any material fringe benefit enjoyed by you at the time of the change in control of the Company, or the failure by the Company to provide you with the number of paid vacation days to which you are entitled on the basis of years of service with the Company in accordance with the Company’s normal vacation policy in effect at the time of the change in control of the Company;

(G) the failure of RYERSON to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 5 hereof; or

(H) any purported termination of your employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Subsection 3(iv) below (and, if applicable, the requirements of Subsection 3(ii) above); for purposes of this Agreement, no such purported termination shall be effective.

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Your right to terminate your employment pursuant to this Section 3 shall not be affected by your incapacity due to physical or mental illness. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. For purposes of any determination regarding the existence of Good Reason, any claim by you that Good Reason exists shall be presumed to be correct unless the Company establishes to the Board by clear and convincing evidence that Good Reason does not exist.

(iv) Notice of Termination. Any purported termination of your employment by the Company or by you shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 6 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated.

(v) Date of Termination, Etc. “Date of Termination” shall mean (A) if your employment is terminated for Disability, thirty (30) days after Notice of Termination is given (provided that you shall not have returned to the full-time performance of your duties during such thirty (30) day period), and (B) if your employment is terminated pursuant to Subsection 3(ii) or 3(iii) above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Subsection 3(ii) above shall not be less than thirty (30) days, and in the case of a termination pursuant to Subsection 3(iii) above shall not be less than fifteen (15) nor more than sixty (60) days, respectively, from the date such Notice of Termination is given); provided that if within fifteen (15) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this proviso), the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected) but shall be deemed to be within the twenty four (24) month period following a change in control of the Company; provided further that the Date of Termination shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue you as a participant in all compensation, benefit and insurance plans and programs in which you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this Subsection 3(v). Amounts paid under this Subsection 3(v) are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.

4. Compensation Upon Termination or During Disability. Following a change in control of the Company or a potential change in control of the Company, each as defined in

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Section 2 hereof, upon termination of your employment or during a period of Disability, or in the event your employment is terminated prior to a change in control of the Company or potential change in control of the Company at the request of any person, as part of or in connection with a proposed transaction that could constitute a potential change in control of the Company or a change in control of the Company, provided that there occurs either a change in control of the Company or potential change in control of the Company within 12 months following such termination, you shall be entitled to the following benefits:

(i) During any period that you fail to perform your full-time duties with the Company as a result of incapacity due to physical or mental illness, you shall continue to receive your base salary at the rate in effect at the commencement of any such period, together with all compensation payable to you under the Ryerson Supplemental Retirement Plan for Covered Employees (the “Supplemental Plan”), Ryerson Pension Plan (the “Pension Plan”), Annual Incentive Plan, Savings Plan and Nonqualified Savings Plan during such period, until this Agreement is terminated pursuant to Subsection 3(i) hereof. Thereafter, in the event your employment shall be terminated, your benefits shall be determined under the Company’s retirement, insurance and other compensation plans and programs then in effect in accordance with the terms of such plans and programs.

(ii) If your employment shall be terminated by the Company for Cause or by you other than for Good Reason, Disability, death or Retirement, the Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts to which you are entitled under any compensation plan of the Company at the time such payments are due, and the Company shall have no further obligations to you under this Agreement.

(iii) If your employment by the Company shall be terminated (a) by the Company other than for Cause, Retirement or Disability, or (b) by you for Good Reason, then you shall be entitled to the compensation and benefits provided below subject to the terms and conditions of this Agreement, including without limitation, paragraph (K) below and Section 7 hereof.

(A) The Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts to which you are entitled under any compensation plan or program of the Company, at the time such payments are due, except as otherwise provided below.

(B) In lieu of any further salary payments to you for periods subsequent to the Date of Termination, the Company shall pay as severance pay to you severance payments equal to two times the sum of (x) your annual base salary in effect immediately prior to the occurrence of the circumstance giving rise to the Notice of Termination given in respect thereof, and (y) the greater of (I) your target award under the Annual Incentive Plan or similar successor plan for the year in which the Date of Termination occurs, or (II) the average annual amount of the Award paid to you pursuant to the Annual Incentive Plan or similar successor plan with respect to the five years immediately preceding that in which the Date of Termination occurs, such average annual amount being calculated by aggregating all such Awards paid with respect to such five years and dividing such aggregate amount by the number of years for which such an Award was actually paid to

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you. You acknowledge that an amount equal to one times the sum of (x) plus (y) above is in consideration of your agreement to the terms of Sections 5 through 7 below and shall be shall be paid in a lump sum in accordance with paragraph (J) below.

(C) Notwithstanding any provision of the Annual Incentive Plan, and solely to the extent not already provided to you under such plan, the Company shall pay to you a lump sum amount under that plan at least equal to the sum of (x) any incentive compensation under the Annual Incentive Plan which has been allocated or awarded to you for a completed fiscal year or other measuring period preceding the Date of Termination but has not yet been paid, and (y) a pro rata portion to the Date of Termination for the current fiscal year or other measuring period of the amount equal to the Target Award percentage applicable to you under the Annual Incentive Plan or similar successor plan on the Date of Termination times your annual base salary then in effect.

(D) Notwithstanding anything in the Company’s stock option plans or any stock option agreements thereunder to the contrary, the Compensation Committee shall determine, in its sole discretion, the method of settling the value of all shares of common stock of RYERSON (“RYERSON Shares”) issuable upon exercise of outstanding stock options granted to you under RYERSON’s stock option plans (“Options”) (which Options shall be cancelled upon the making of the settlement referred to in (1) or (2) below),

(1) If the Compensation Committee determines to settle such Options in cash, you shall receive an amount in cash equal to the product of (i) the excess of (x) in the case of incentive stock options (as defined in section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)) (“ISOs”), granted prior to the date of this Agreement (without regard to any renewal hereof), the closing price of RYERSON’s shares as reported on the New York Stock Exchange Composite Transactions on or nearest the Date of Termination, or in the case of all other Options (other than ISOs granted prior to the date of this Agreement (without regard to any renewal hereof)), the Change in Control Price (as defined below), over (y) the per share exercise price of each Option then held by you (whether or not then fully exercisable), times (ii) the number of RYERSON Shares covered by each such Option.

(2) If the Compensation Committee determines to settle such Options in shares, you shall receive shares equal to the amount of cash determined pursuant to paragraph (1) above, divided by (x) in the case of ISOs granted after the date of this Agreement (without regard to any renewal hereof), the closing price of RYERSON’s shares as reported on the New York Stock Exchange Composite Transactions on or nearest the Date of Termination, or in the case of all other Options (other than ISOs granted prior to the date of this Agreement (without regard to any renewal hereof), the Change in Control Price, with any fractional shares paid in cash.

For purposes of this Agreement, the “Change in Control Price” means: (1) with respect to a merger or consolidation of RYERSON described in Subsection 2(i)(C) in which the consideration per share of RYERSON’s common stock to be paid for the

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acquisition of shares of common stock specified in the agreement of merger or consolidation is all in cash, the highest such consideration per share; (2) with respect to a change in control of the Company by reason of an acquisition of voting securities described in Subsection 2(i)(A), the highest price per share for any share of RYERSON’s common stock paid by any holder of any of the securities representing 20% or more of the combined voting power of RYERSON giving rise to the change in control of the Company; and (3) with respect to a change in control of the Company by reason of a merger or consolidation of RYERSON (other than a merger or consolidation described in Clause (1) next above), stockholder approval of an agreement or plan described in Subsection 2(i)(D), a change in the composition of the Board described in Subsection 2(i)(B) or a change in control of the Company pursuant to Subsection 2(i)(E) (relating to mergers, consolidations and sales of securities or assets of a Related Company), with respect to awards to the extent vested on or prior to December 31, 2004, the highest price per share of common stock reported on the New York Stock Exchange Composite Transactions (or, if such shares are not traded on the New York Stock Exchange, such other principal market on which such shares are traded) during the sixty (60) day period ending on the date immediately prior to the date such change in control of the Company occurs and, with respect to awards to the extent vesting after December 31, 2004, the price per share of common stock reported on the New York Stock Exchange Composite Transactions (or, if such shares are not traded on the New York Stock Exchange, such other principal market on which such shares are traded) on the date immediately prior to the date such change in control of the Company occurs, except that the determination of such price may be modified in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”).

(E) To the extent not otherwise vested in accordance with the terms and conditions of the Incentive Stock Plans, you shall be fully vested in any restricted shares issued thereunder. You shall receive an amount in cash with respect to each performance share award granted under the Incentive Stock Plans which was outstanding on the date of the change in control of the Company which is equal to (i) the Change in Control Price, multiplied by (ii) 100% of the target award amount under such performance share award, and further multiplied by (iii) a fraction, the denominator of which is the number of months (rounded to the nearest whole number) in the original performance cycle for such performance share award, and the numerator of which is the number of months (rounded to the nearest whole number) of such performance cycle elapsed prior to the date of the change in control of the Company; provided, however, that if the Company’s market capitalization as of the date of the change in control is less than $250 million, “30%” shall be substituted for “100%” in clause (ii) above; and, provided further, that the foregoing amount shall be in lieu of any other payment with respect to such performance share award, and if you receive any payment with respect to such performance share award after the change in control of the Company, but prior to your Date of Termination, it shall reduce, but not below zero, the amount to which you are entitled under this paragraph (E) with respect to such award.

(F) The Company shall also pay to you all legal fees and expenses incurred by you as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any

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right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any payment or benefit provided hereunder or provided under any other agreement, plan, program or arrangement with the Company). Such payments shall be made within five (5) days (or, if later, the earliest date permitted under Section 409A) after your request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require. You shall be entitled to select your legal counsel, and your rights to payment pursuant to this paragraph (F) shall not be affected by the final outcome of any dispute with the Company.

(G) This paragraph (G) applies in the event that (i) you become entitled to any payments or benefits under this Agreement (the “Contract Payments”) or under any other agreement, plan, program or arrangement with the Company, and (ii) the aggregate present value (calculated in accordance with Section 280G of the Code) exceeds by fifteen percent or more the threshold amount at which you become subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code, i.e. such present value exceeds by fifteen percent or more an amount equal to three times your “base amount” determined under Section 280G of the Code. In that case, the Company shall pay to you, no later than the fifth day following the Date of Termination (or, if you are a specified employee within the meaning of Section 409A on such date, the earliest date that payment can be made to you in accordance with Section 409A), an additional amount (the “Gross-Up Payment”) such that the net amount retained by you, after deduction of any Excise Tax on the Contract Payments and such other Total Payments and any federal and state and local income and other payroll taxes and Excise Tax upon the payment provided for by this paragraph (G), shall be equal to the Contract Payments and such other Total Payments.

(H) For purposes of determining whether any of the payments will be subject to the Excise Tax, the amount of such Excise Tax, whether you are entitled to a Gross-Up Payment in accordance with paragraph (G) above, and whether your Total Payments will be reduced pursuant to Paragraph (K) below and the amount of such reduction, (i) any other payments or benefits received or to be received by you in connection with a change in control of the Company or your termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a change in control or any person affiliated with the Company or such person) payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a change in control or any person affiliated with the Company or such person (together with the Contract Payments, the “Total Payments”), shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code and all “excess parachute payments” within the meaning of Section 280G(b)(l) of the Code shall be treated as subject to the Excise Tax unless in the opinion of tax counsel selected by RYERSON’s independent auditors and reasonably acceptable to you, it is more likely than not that such other payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Section 280G(b)(4)(A) of the Code or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4)(B) of the Code in

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excess of the base amount allocable to such reasonable compensation within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax, (ii) the amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the amount of the Total Payments or (B) the amount of excess parachute payments within the meaning of Section 280G(b)(l) of the Code (after applying clause (i) above), and (iii) the value of any noncash benefits or any deferred payment or benefit shall be determined by RYERSON’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residence on the Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

(I) In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of your employment, you shall repay to the Company at the time that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a reduction in Excise Tax and/or a federal and state and local income tax deduction) plus interest on the amount of such repayment at a rate equal to 120 percent of the applicable Federal rate determined under Section 1274(d) of the Code, compounded semi-annually. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of your employment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess (plus any interest payable with respect to such excess) at the time that the amount of such excess is finally determined.

(J) Subject to the following provisions of this paragraph (J), the payments provided for in paragraphs (B), (C), (D) and (E) above and Subsection 4(iv) shall be paid to you in a lump sum within five days following your Date of Termination; provided, however that if the amounts of such payments cannot be finally determined on or before the date payments are to be made, the Company shall pay to you on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at a rate equal to 120 percent of the applicable Federal rate determined under Section 1274(d) of the Code, compounded semi-annually) as soon as the amount thereof can be determined but in no event later than the thirtieth day after the Date of Termination. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, you shall promptly repay to the Company the amount of such excess (together with interest at a rate equal to 120 percent of the applicable Federal rate determined under Section 1274(d) of the Code, compounded semi-annually). Notwithstanding the foregoing provisions of this paragraph (J), if you are a “specified employee” within the meaning of Section 409A on your Date of Termination, the payments provided for in

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paragraphs (B), (C) and (E) above and Subsection 4(iv) shall be paid as soon as administratively practicable after (but in no event more than five (5) days after) the date which is six (6) months after your Date of Termination.

(K) In the event that you become entitled to any payments or benefits under this Agreement, but you are not entitled to a Gross-Up Payment under paragraph (G) above, the amount of payments and benefits to which you are entitled under this Agreement shall be reduced by the minimum amount necessary such that no part of your Total Payments (after such reduction) constitutes an excess parachute payment within the meaning of Section 280G(b)(i) of the Code. You will be entitled to elect by written notice to the Company which payments or benefits are to be reduced; provided, however, that if you do not make such an election within ten days after receiving from the Company a written summary prepared by its independent auditors of the value of the payments and benefits for purposes of Section 280G of the Code, the reduction shall be made first from the amounts payable under paragraph (B) above and, then, as the Company may determined in its discretion, from the payments under paragraphs (C), (D) and (E) above. In the event that the amount of the reduction calculated under this paragraph (K) is subsequently determined to be too little to avoid an excess parachute payment or is greater than required to avoid an excess parachute payment, you shall promptly repay to the Company (if too little) or receive from the Company (if too great) an amount equal to the difference together with interest at a rate equal to 120 percent of the applicable Federal rate determined under Section 1274(d) of the Code, compounded semi-annually.

(L) If your employment shall be terminated (A) by the Company other than for Cause, Retirement or Disability or (B) by you for Good Reason, then for a twenty-four (24) month period after such termination, the Company shall arrange to provide you with: (1) life insurance and long-term disability, medical and dental benefits substantially similar to those which you are receiving immediately prior to the Notice of Termination, (2) financial advisory services similar to those provided currently to executives of the Company, if any, and (3) outplacement services, including office services, appropriate to the your management level. Benefits otherwise receivable by you pursuant to this Subsection 4 (iii) shall be reduced to the extent comparable benefits are actually received by you during the twenty-four (24) month period following your termination, and any such benefits actually received by you shall be reported to the Company. Any rights that you have to continuation of life, disability, accident or health coverage under this Agreement shall be credited toward, and shall not be in addition to, any rights to continuation of life, disability or health coverage you may have under applicable state or federal law.

(iv) If your employment shall be terminated (A) by the Company other than for Cause, Retirement or Disability or (B) by you for Good Reason, then in addition to the retirement benefits to which you are entitled under the Pension Plan and Supplemental Plan or any successor plans thereto, the Company shall pay you in cash at the time and in the manner provided in paragraph (J) of Subsection 4(iii), a lump sum equal to the excess of (x) the actuarial equivalent of the retirement pension (taking into account any early retirement subsidy associated therewith and determined as a straight life annuity commencing at age sixty-five (65) or any

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earlier date, but in no event earlier than the second anniversary of the Date of Termination whichever annuity yields a greater benefit) which you would have accrued under the terms of the Pension Plan and Supplemental Plan (without regard to any amendments to any such plans made subsequent to a change in control of the Company and on or prior to the Date of Termination, which amendment adversely affects in any manner the computation of retirement benefits thereunder), determined as if you were fully vested thereunder and had accumulated (after the Date of Termination) twenty-four (24) additional months of age and service credit thereunder at the higher of the rate of average compensation during the twelve (12) months prior to the change in control of the Company or the rate of average compensation used to calculate your benefits under such plans immediately preceding the Date of Termination, over (y) the actuarial equivalent of the retirement pension (taking into account any early retirement subsidy associated therewith and determined as a straight life annuity commencing at age sixty-five (65) or any earlier date, but in no event earlier than the Date of Termination whichever annuity yields a greater benefit) which you had then accrued pursuant to the provisions of the Pension Plan and the Supplemental Plan. For purposes of this Subsection 4(iv), “actuarial equivalent” shall be determined using the same assumptions utilized under the Pension Plan for purposes of determining alternative forms of benefits immediately prior to the change in control of the Company. In addition, if your employment shall be terminated for the reasons set forth in this subsection (iv), determination of your post-retirement health and life insurance benefits will be calculated as if you were credited with twenty-four (24) additional months of age and service credit for purposes of determining eligibility for and the value of such benefits.

(v) You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 be reduced by any compensation earned by you as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by you to the Company, or otherwise, except as provided in Subsection 4(iv).

(vi) In addition to all other amounts payable to you under this Section 4, you shall be entitled to receive all benefits payable to you under the Pension Plan, the Savings Plan, the Supplemental Plan, the Nonqualified Savings Plan, the Annual Savings Plan, the 2002 Incentive Stock Plan and any other plan, agreement, program or arrangement relating to retirement benefits, incentive compensation or welfare benefits (exclusive of severance benefits); provided, however, that nothing in this Section 4 shall entitle you to any duplication of any payment, benefit or acceleration thereof otherwise available under any such plan, agreement, program or arrangement.

5. Confidentiality and Ownership. You acknowledge and agree that the Confidential Information (as defined in paragraph (A) below) is the property of the Company. Accordingly, except as may be required by applicable law or the lawful order of a court or regulatory body, or except to the extent that you have express authorization from the Company to do otherwise, you will:

(A) Confidential Information. Keep secret and confidential indefinitely all Confidential Information and not disclose such Confidential Information, either directly or indirectly, to any other person, firm or business entity, or to use it in any way. For

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purposes of this Agreement, “Confidential Information” means all non-public information, observations or data relating to the Company which you have learned during your employment with the Company, whether or not a trade secret within the meaning of applicable law, including but not limited to: (i) new products and new product development; (ii) marketing strategies and plans, market experience with products, and market research; (iii) manufacturing processes, technologies and production plans and methods; (iv) formulas, research in progress and unpublished manuals or know how devices, methods, techniques, processes and inventions; (v) regulatory filings and communications; (vi) identity of and relationship with licensees, licensers or suppliers; (vi) finances, financial information, and financial management systems; (vii) technological and engineering data; (viii) identities of and information concerning customers, vendors and suppliers and prospective customers, vendors and suppliers; (ix) development, expansion and business strategies, plans and techniques; (x) computer programs; (xi) research and development activities; (xii) litigation and pending litigation; and (xiii) any other information or documents which you are told or reasonably ought to know the Company regards as proprietary or confidential.

(B) On your Date of Termination or at the Company’s earlier request, you will promptly return to the Company any and all records, documents, data, memoranda, reports, physical property, information, computer disks, tapes or software or other materials, and all copies thereof, relating to the business of the Company obtained by you during your employment with the Company. You further agree to deliver to the Company, at its request, any computer in your possession or control which has contained any Confidential Information for the purpose of ensuring that all Confidential Information stored on the computer has been delivered to the Company.

(C) You agree that all inventions, innovations, discoveries, improvements, developments, trade secrets, processes, procedures, methods, designs, analyses, drawings, reports, and all similar or related information which relates to the Company’s actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by you while employed by the Company (“Work Product”) belong to the Company. You shall promptly inform the Company of such Work Product, and shall execute such assignments as may be necessary to transfer to the Company the benefits of the Work Product, in whole or in part, or conceived by you either alone or with others, which result from any work which you may do for or at the request of the Company, whether or not conceived by you while on holiday, on vacation, or off the premises of the Company, including such of the foregoing items conceived during the course of employment which are developed or perfected after your Date of Termination. You shall assist the Company or its nominee, to obtain patents, trademarks and service marks and agree to execute all documents and to take all other actions which are necessary or appropriate to secure to the Company the benefits thereof. Such patents, trademarks and service marks shall become the property of the Company. You shall deliver to the Company all sketches, drawings, models, figures, plans, outlines, descriptions or other information with respect thereto.

(D) To the extent that any court or agency seeks to have you disclose Confidential Information, you shall promptly inform the Company, and you shall take

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such reasonable steps to prevent disclosure of Confidential Information until the Company has been informed of such requested disclosure. To the extent that you obtain information on behalf of the Company that may be subject to attorney-client privilege as to the Company’s attorneys, you shall take reasonable steps to maintain the confidentiality of such information and to preserve such privilege.

(E) Nothing in the foregoing provisions of this Section 5 shall be construed so as to prevent you from using, in connection with your employment for yourself or an employer other than the Company, knowledge which was acquired by you during the course of your employment with the Company, and which is generally known to persons of your experience in other companies in the same industry other than through your acts or omission to act.

6. Noncompetition/Nonsolicitation. You acknowledge that the industry in which the Company is engaged is a highly competitive business, and that you are a key executive of the Company. You further acknowledge that as a result of your senior position within the Company, you have acquired and will acquire extensive Confidential Information and knowledge of the Company’s business and the industry in which it operates and will develop relationships with and knowledge of customers, employees, vendors and suppliers of the Company and its subsidiaries and affiliates. Accordingly, you agree that during the time you are employed by the Company (the “Employment Period”) and for a period of 24 months after your Date of Termination, you agree as follows:

(A) You will not directly or indirectly, own, operate, manage, control, participate or have any financial interest in, consult with, advise, engage in services for (whether for yourself or for any other person and whether as proprietor, principal, stockholder, partner, agent, director, officer, employee, consultant, independent contractor or in any other capacity), any Competitor of the Company, or in any manner engage in the start-up of a business (including by yourself or in association with any person, firm, corporate or other business organization through any other entity) in Competition with the Company, provided that, this shall not prevent you from ownership of 1% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System or ownership of securities in any entity affiliated with the Company. “Competitor” or “in Competition” refers to a person or entity, including metals-related internet marketplaces, engaged in the metal service center processing and/or distribution business.

(B) You will not directly or indirectly contact, call upon, solicit business from, sell or render services to, any customer of the Company with respect to the provision of services identical or similar to any service provided by the Company during the Employment Period or in the process of being provided as of your Date of Termination, for which you had any responsibility or about which you had any Confidential Information during the Employment Period.

(C) You will not directly or indirectly either alone or in cooperation with others, encourage any employees of the Company to seek or accept an employment or

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business relationship with a person or entity other than the Company, or in any way interfere with the relationship of the Company and any subsidiary or affiliate and any employee thereof, including without limitation, to hire, solicit for hire, or discuss or encourage the employment of, any of the employees of the Company who were employed by the Company during the Employment Period; provided however, this shall not apply to an employee whose employment was terminated by the Company before your Date of Termination, if such termination was not caused by any direct or indirect involvement of you or your subsequent employer.

(D) You will not directly or indirectly either alone or in cooperation with others, encourage any supplier, distributor, franchisee, licensee, or other business relation of the Company, cease or curtail doing business with the Company, or in any way interfere with the relationship between any such customer, supplier, distributor, franchisee, licensee or business relation and the Company.

7. Reasonableness of Restrictions, Injunctive Relief and Remedies.

(A) You acknowledge that your rights to compete and disclose Confidential Information and trade secrets are limited hereby only to the extent necessary to protect the Company and that, in the event that your employment with the Company terminates for any reason, you will be able to earn a livelihood without violating the foregoing restrictions. You acknowledge that the restrictions cited herein are reasonable and necessary for the protection of the Company’s legitimate business interests.

(B) You acknowledge that the services to be rendered by you are of a special, unique and extraordinary character and, in connection with such services you will have access to confidential information vital to the Company’s businesses. By reason of this, you consent and agree that if you violate any of the provisions of Section 5 or 6 above, the Company would sustain irreparable harm and, therefore, in addition to any other remedies which the Company may have under this Agreement or otherwise, you shall immediately forfeit all remaining payments and benefits to which you are entitled under this Agreement and the Company shall be entitled to an injunction from any court of competent jurisdiction restraining you from committing or continuing any such violation of this Agreement, including, without limitation, restraining you from disclosing, using for any purpose, selling, transferring or otherwise disposing of, in whole or in part, any trade secrets, Confidential Information, proprietary information, client or customer lists or other information pertaining to the financial condition, business, manner of operation, affairs, plans or prospects of the Company. You acknowledge that damages at law would not be an adequate remedy for violation of Section 5 or 6, and you therefore agree that the provisions may be specifically enforced against you in any court of competent jurisdiction. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages.

8. Successors; Binding Agreement. (i) RYERSON will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of RYERSON to expressly assume and agree to

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perform this Agreement in the same manner and to the same extent that RYERSON or the Company would be required to perform it if no such succession had taken place. Failure of RYERSON to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle you to compensation from the Company in the same amount and on the same terms as you would be entitled to hereunder if you terminate your employment for Good Reason following a change in control of the Company, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. In the event a successor of RYERSON assumes and agrees to perform this Agreement, by operation of law or otherwise, the term “RYERSON”, as used in this Agreement, shall mean such successor and the term “Company” shall mean, collectively, such successor and the affiliates of such successor.

(i) This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If you should die while any amount would still be payable to you hereunder if you had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there is no such designee, to your estate.

9. Notice. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement, provided that all notice to the Company shall be directed to the attention of the Board with a copy to the Secretary of RYERSON, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

10. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by you and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Illinois. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law. The obligations of RYERSON and the Company under Section 4 shall survive the expiration of the term of this Agreement.

11. Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

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12. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

13. Settlement of Disputes; Arbitration. All claims by you for benefits under this Agreement shall be directed to and determined by the Board and shall be in writing. Any denial by the Board of a claim for benefits under this Agreement shall be delivered to you in writing and shall set forth the specific reasons for the denial and the specific provisions of this Agreement relied upon. The Board shall afford a reasonable opportunity to you for a review of the decision denying a claim and shall further allow you to appeal to the Board a decision of the Board within sixty (60) days after notification by the Board that your claim has been denied. Except as provided in Section 7 above, any further dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Chicago, Illinois, in accordance with the rules of the American Arbitration Association then in effect, provided, however, that the evidentiary standards set forth in this Agreement shall apply. Judgment may be entered on the arbitrator’s award in any court having jurisdiction; provided, however, that you shall be entitled to seek specific performance of your right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement.

If this letter sets forth our agreement on the subject matter hereof, kindly sign and return to RYERSON the enclosed copy of this letter which will then constitute our agreement on this subject.

Sincerely,
RYERSON INC.
By
	Vice President - Human Resources

Agreed to this     th day of                                         

(Signature)

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EX-10.2(E)-2

Exhibit 10.2(e)-2

Schedule to Form of Executive Change in Control Agreement between

Ryerson Inc. and the following parties:

James M. Delaney

Stephen E. Makarewicz

EX-10.3(A)-1

EXHIBIT 10.3(a)-1

RYERSON 2002 INCENTIVE STOCK PLAN

(As amended through March 10, 2007)

1. Purpose.

The purpose of the Ryerson 2002 Incentive Stock Plan (the “Plan”) is to attract and retain outstanding individuals as officers and key employees of Ryerson Inc. (the “Company”) and its subsidiaries, and to furnish incentives to such individuals through rewards based upon the ownership and performance of the Common Stock (as defined in Section 3). To this end, the Committee hereinafter designated and, in certain circumstances, the Chairman of the Board of the Company (the “Chairman”) or the President of the Company, may grant stock options, stock appreciation rights, restricted stock awards, and performance awards, or combinations thereof, to officers and other key employees of the Company and its subsidiaries, on the terms and subject to the conditions set forth in this Plan. As used in the Plan, the term “subsidiary” shall mean (a) any corporation of which the Company owns or controls, directly or indirectly, 50% or more of the outstanding shares of capital stock entitled to vote for the election of directors or (b) any partnership, joint venture, or other business entity in respect of which the Company, directly or indirectly, has comparable ownership or control.

2. Participants.

Participants in the Plan shall consist of: (a) such officers and other key employees of the Company and its subsidiaries as the Committee (or an officer acting pursuant to Section 4) in its sole discretion may select from time to time to receive stock options, stock appreciation rights, restricted stock awards or performance awards, either singly or in combination, as the Committee (or an officer acting pursuant to Section 4) may determine in its sole discretion; and (b) if the Committee authorizes the Chairman or the President to make grants or awards of stock options, stock appreciation rights, restricted stock or performance awards, such employees of the Company and its subsidiaries who are not subject to section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) as the Chairman or the President shall determine in his or her sole discretion after consultation with the Vice President-Human Resources of the Company. Any director of the Company or any of its subsidiaries who is not also an employee of the Company or any of its subsidiaries shall not be eligible to receive stock options, stock appreciation rights, restricted stock awards or performance awards under the Plan. Notwithstanding any other provision of the Plan, without the approval of the Company’s stockholders, this Section 2 shall not be amended to materially change the class or classes of employees eligible to participate in the Plan.

3. Shares Reserved under the Plan.

(a) Number of Shares Available for Awards. Subject to adjustment pursuant to the provisions of Section 11 of the Plan, the maximum number of shares of Common Stock, $1.00 par value per share, of the Company (“Common Stock”) which may be issued pursuant to grants or awards made under the Plan shall not exceed the sum of (1) 2,500,000 and (2) the total number of shares available for issuance, but not issued, under the Ryerson 1995 and Ryerson 1999 Incentive Stock Plan (the “Prior Plans”), including shares described in the last paragraph of this Section 3. Notwithstanding any other

provision of the Plan, without the approval of the Company’s stockholders, this Section 3 shall not be amended to materially increase the number of shares reserved for issuance under the Plan.

(b) Annual Award Limits. The following limits (each an “Annual Award Limit” and, collectively, “Annual Award Limits”) shall apply to grants of awards under the Plan that are intended to comply with the “Performance-Based Exception” (defined below in this Section 3):

(i) the maximum aggregate number of shares of Common Stock that may be granted or awarded under the Plan to any participant under the Plan during any fiscal year of the Company shall be 400,000, plus the amount of the participant’s unused Annual Award Limit for shares of Common Stock as of the close of the previous fiscal year; and

(ii) the maximum aggregate cash payout with respect to grants or awards under the Plan in any fiscal year of the Company to any participant shall be equal to the fair market value (determined as of the date of vesting or payout, as applicable) of 400,000 shares of Common Stock, plus the number of shares of Common Stock in the participant’s unused Annual Award Limit for cash awards as of the close of the previous fiscal year.

If the Committee determines that an award to a Named Executive Officer shall not be designed to comply with the Performance-Based Exception, the Annual Award Limits shall not apply to such award. For purposes of the Plan, “Named Executive Officer” shall mean a participant who is one of the group of “covered employees” as defined in the regulations promulgated under section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), or any successor statute, and “Performance-Based Exception” shall mean the performance-based exception from the deductibility limitations as set forth in Section 162(m) of the Code.

(c) Share Usage. Except to the extent otherwise determined by the Committee, any shares of Common Stock subject to grants or awards under the Plan or the Prior Plans that terminate by expiration, cancellation or otherwise without the issuance of such shares, that are settled in cash (to the extent so settled), or, in the case of restricted stock awards, that terminate without vesting, shall become available for future grants and awards under the Plan; provided, however, the following shares of Common Stock shall not be added back to the number of shares of Common Stock available for future grants and awards under the Plan: (i) shares that are used to exercise a stock option, (ii) shares that are withheld to satisfy tax withholding, (iii) shares purchased with the proceeds of a stock option exercise, and (iv) shares under a stock appreciation right that is settled in shares of Common Stock, including shares in excess of the net shares delivered on exercise of the stock appreciation right. Shares of Common Stock to be issued pursuant to grants or awards under the Plan may be authorized and unissued shares of Common Stock, treasury Common Stock, or any combination thereof.

4. Administration of the Plan.

The Plan shall be administered by the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”). Subject to the provisions of the Plan, the Committee shall have authority: (a) to determine which employees of the Company and its subsidiaries shall be eligible for participation in the Plan; (b) to select employees to receive grants under the Plan; (c) to determine the form of grant, whether as a stock option, stock appreciation right, restricted stock award, performance award or a combination thereof, the number of shares of Common Stock or units subject to the grant, the time and conditions of exercise or vesting, the fair market value of the Common Stock for purposes of the Plan, and all other terms and conditions of any grant and to amend such awards or accelerate the time of exercise or vesting thereof, subject in each case to the terms and conditions of the Plan; and (d) to prescribe the form of agreement, certificate or other instrument evidencing the grant; provided, however, that without approval of the Company’s shareholders, in no event shall the Committee reprice any stock options awarded under the Plan by lowering the option price of a previously granted stock option or by cancellation of outstanding stock options with subsequent replacement or regrant of stock options with lower option prices. Notwithstanding the foregoing, the Committee or the Board, subject to the terms and conditions of the Plan may, by resolution adopted by it, authorize the Chairman of the Board or President of the Company to make grants or awards of stock options, stock appreciation rights, restricted stock or performance awards, not to exceed such number of shares as the Committee or Board shall specify in such resolution, and to have the authority of the Committee with respect to such grants or awards, to such employees of the Company and its subsidiaries who are not subject to section 16(a) of the Exchange Act; provided, however, that no such officer shall be authorized to designate himself for any such grant or award. The Committee shall also have authority to interpret the Plan and to establish, amend and rescind rules and regulations for the administration of the Plan, and all such interpretations, rules and regulations shall be conclusive and binding on all persons.

5. Effective Date of Plan.

The Effective Date of the Plan is May 8, 2002, the date of approval by the stockholders of the Company.

6. Stock Options.

(a) Grants. Subject to the terms of the Plan, options to purchase shares of Common Stock, including “incentive stock options” within the meaning of Section 422 of the Code, may be granted from time to time to such officers and other key employees of the Company and its subsidiaries as may be selected by the Committee. Each grant of an option under the Plan may designate whether the option is intended to be an incentive stock option or a “nonqualified” stock option. Any option not so designated shall be deemed to be a “nonqualified” stock option.

(b) Terms of Options. An option shall be exercisable in whole or in such installments and at such times as may be determined by the Committee in its sole discretion, provided that no option shall be exercisable more than ten years after the date of grant. The per share option price shall not be less than the greater of par value or 100% of the fair market value of a share of Common Stock on the date the option is granted or, if granted pursuant to an offer of employment, the date of such offer or such later date as

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is specified in such offer. Upon exercise, the option price may be paid in cash, in shares of Common Stock having a fair market value equal to the option price which, except as otherwise specifically provided by the terms of the option, have been owned by the Participant for at least 6 months prior thereto, or in a combination thereof. The Committee may also allow the cashless exercise of options by holders thereof, as permitted under regulations promulgated by the Board of Governors of the Federal Reserve System, subject to any applicable restrictions necessary to comply with rules adopted by the Securities and Exchange Commission, and the exercise of options by holders thereof by any other means that the Committee determines to be consistent with the Plan’s purpose and applicable law.

(c) Restrictions Relating to Incentive Stock Options. To the extent required by the Code, the aggregate fair market value (determined as of the time the option is granted) of the Common Stock with respect to which incentive stock options are exercisable for the first time by an employee during any calendar year (under the Plan or any other plan of the Company or any of its subsidiaries) shall not exceed $100,000.

(d) Termination of Employment. Except as otherwise provided by the terms of the grant (or, for a grant made prior to January 1, 2004, the terms of the Plan as in effect on the date of grant) or as thereafter determined by the Committee, a stock option shall expire as of the date on which the optionee ceases to be employed by the Company and its subsidiaries for any reason.

(e) Additional Terms and Conditions. The agreement or instrument evidencing the grant of a stock option may contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Committee in its sole discretion, including deferred delivery of shares after exercise of the stock option; provided, however, in no event shall a stock option be granted in tandem with dividend equivalent rights.

7. Stock Appreciation Rights.

(a) Grants. Subject to the terms of the Plan, stock appreciation rights entitling the grantee to receive cash or shares of Common Stock having a fair market value equal to the appreciation in market value of a stated number of shares of such Common Stock from the date of the grant to the date of exercise, or, in the case of rights granted in tandem with or by reference to a stock option granted prior to the grant of such rights, from the date of grant of such related stock option to the date of exercise, may be granted from time to time to such officers and other key employees of the Company and its subsidiaries as may be selected by the Committee.

(b) Terms of Grant. Such rights may be granted in tandem with or by reference to a related stock option, in which event the grantee may elect to exercise either the stock option or the right, but not both, as to the shares subject to the stock option and the right, or the right may be granted independently of a stock option. Rights granted in tandem with or by reference to a related stock option shall, except as provided at the time of grant, be exercisable to the extent, and only to the extent, that the related option is

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exercisable. Rights granted independently of a stock option shall be exercisable in whole or in such installments and at such times as may be determined by the Committee, provided that no right shall be exercisable more than ten years after the date of grant. Except as otherwise provided by the terms of the grant (or, for a grant made prior to January 1, 2004, the terms of the Plan as in effect on the date of grant), or as thereafter determined by the Committee, a stock appreciation right shall expire as of the date on which the holder ceases to be employed by the Company and its subsidiaries for any reason. The Committee may at the time of the grant or at any time thereafter impose such additional terms and conditions on the exercise of stock appreciation rights as it deems necessary or desirable for any reason, including for compliance with Section 16(a) or Section 16(b) of the Exchange Act and the rules and regulations thereunder.

(c) Payment on Exercise. Upon exercise of a stock appreciation right, the holder shall be paid the excess of the then fair market value of the number of shares of Common Stock to which the right relates over the fair market value of such number of shares at the date of grant of the right or of the related stock option, as the case may be. Such excess shall be paid in cash or in shares of Common Stock having a fair market value equal to such excess, or in such combination thereof, as may be provided in the grant of such right (which may permit the holder to elect between cash and Common Stock or to elect a combination thereof), or, if no such provision is made in the grant, as the Committee shall determine upon exercise of the right, provided, in any event, that the holder shall be paid cash in lieu of any fractional share of Common Stock to which such holder would otherwise be entitled.

(d) Additional Terms and Conditions. The agreement or instrument evidencing the grant of stock appreciation rights may contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Committee in its sole discretion, including deferral of the gain upon exercise of the rights; provided, however, in no event shall a stock appreciation right be granted with tandem dividend equivalent rights.

8. Restricted Stock Awards.

Subject to the terms of the Plan, restricted stock awards consisting of shares of Common Stock may be made from time to time to such officers and other key employees of the Company and its subsidiaries as may be selected by the Committee, provided that any such employee (except an employee whose terms of employment include the granting of a restricted stock award) shall have been employed by the Company or any of its subsidiaries for at least six months. Such awards shall be contingent on the employee’s continuing employment with the Company or its subsidiaries for a period to be specified in the award (which shall not be more than ten years from the date of award) and shall be subject to such additional terms and conditions as the Committee in its sole discretion deems appropriate, including, but not by way of limitation, requirements relating to satisfaction of performance measures and restrictions on the sale or other disposition of such shares during the restriction period. Except as otherwise determined by the Committee at the time of the award, the holder of a restricted stock award shall have the right to vote the restricted shares and to receive dividends thereon, unless and until such shares are forfeited. Notwithstanding the foregoing provisions of this Section 8, any

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restricted stock award which is not subject to satisfaction of performance measures shall be subject to the employee’s continuing employment with the Company or its affiliates for a period of not less than three years from the date of grant and any restricted stock award which is subject to satisfaction of performance measures shall be subject to the employee’s continuing employment with the Company or its affiliates for a period of not less than one year from the date of grant; provided, however, that this sentence shall not apply to the extent the restricted stock awards are approved by the Company’s stockholders or to the extent the restricted stock awards made under the Plan which do not conform to the foregoing provisions of this sentence (when aggregated with any performance awards which do not conform to the provisions of the last sentence of paragraph 9(a)) do not exceed 10 percent of the shares of Common Stock reserved for issuance under the Plan.

9. Performance Awards.

(a) Awards. Performance awards consisting of (i) shares of Common Stock, (ii) monetary units or (iii) units which are expressed in terms of shares of Common Stock may be made from time to time to such officers and other key employees of the Company and its subsidiaries as may be selected by the Committee. Subject to the provisions of Section 12 below, such awards shall be contingent on the achievement over a period of not more than ten years of such corporate, division, subsidiary, group or other measures and goals as shall be established by the Committee. Subject to the provisions of Sections 10 and 12 below, such measures and goals may be revised by the Committee at any time and/or from time to time during the performance period. Except as may otherwise be determined by the Committee at the time of the award or at any time thereafter, a performance award shall terminate if the grantee of the award does not remain continuously in the employ of the Company or its subsidiaries at all times during the applicable performance period. Notwithstanding the foregoing provisions of this paragraph 9(a) any performance award that consists of Common Stock shall be subject to the employee’s continuing employment with the Company or its affiliates for a period of not less than one year from the date of grant; provided, however, that this sentence shall not apply to the extent the performance awards are approved by the Company’s stockholders or to the extent the performance awards consisting of Common Stock made under the Plan which do not conform to the provisions of this sentence (when aggregated with any restricted stock awards which do not conform to the provisions of the last sentence of Section 8) do not exceed 10 percent of the shares of Common Stock reserved for issuance under the Plan.

(b) Rights with Respect to Shares and Share Units. If a performance award consists of shares of Common Stock or units which are expressed in terms of shares of such Common Stock, amounts equal to dividends otherwise payable on a like number of shares may, if the award so provides, be converted into additional such shares (to the extent that shares are then available for issuance under the Plan) or credited as additional units and paid to the participant if and when, and to the extent that, payment is made pursuant to such award.

(c) Payment. Payment of a performance award following the end of the performance period, if such award consists of monetary units or units expressed in terms

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of shares of Common Stock, may be made in cash, shares of Common Stock, or a combination thereof, as determined by the Committee, and may be deferred pursuant to such terms and conditions, including with respect to the crediting of earnings, as the Committee may provide. Any payment made in Common Stock shall be based on the fair market value of such stock on the payment date.

10. Performance Measures Applicable to Awards to Named Executive Officers.

Unless and until the Committee proposes for stockholder vote a change in the general performance measures set forth in this Section 10, the attainment of which may determine the degree of payout or vesting with respect to awards under the Plan which are designed to qualify for the Performance-Based Exception, the performance measure(s) to be used for purposes of such awards shall be chosen from among the following alternatives: safety (including, but not limited to, total injury frequency, lost workday rates or cases, medical treatment cases and fatalities); quality control (including, but not limited to, critical product characteristics and defects); cost control (including, but not limited to, cost as a percentage of sales); capital structure (including, but not limited to, debt and equity levels, debt-to-equity ratios, and debt-to total-capitalization ratios); inventory turnover; revenue growth; revenue growth compared to market; market share; customer performance or satisfaction; revenue measures (including, but not limited to gross revenues and revenue growth); net income; conformity to cash flow plans; return measures (including, but not limited to, return on invested assets or capital); operating profit to operating assets; share price measures (including, but not limited to, fair market value of shares, growth measures, and total shareholder return); working capital measures; operating earnings (before or after taxes); economic value added; cash value added; and cash flow return on investment.

The Committee shall have the discretion to establish performance goals based upon the foregoing performance measures and to adjust such goals and the methodology used to measure the determination of the degree of attainment of such goals; provided, however, that awards under the Plan that are intended to qualify for the Performance-Based Exception and that are issued to or held by Named Executive Officers may not be adjusted in a manner that increases such award. The Committee shall retain the discretion to adjust such awards in a manner that does not increase such awards. Furthermore, the Committee shall not make any adjustment to awards under the Plan issued to or held by Named Executive Officers that are intended to comply with the Performance-Based Exception if the result of such adjustment would be the disqualification of such award under the Performance-Based Exception.

In the event that applicable laws change to permit the Committee greater discretion to amend or replace the foregoing performance measures applicable to awards to Named Executive Officers without obtaining stockholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining such approval. In addition, in the event that the Committee determines that it is advisable to grant awards under the Plan to Named Executive Officers that may not qualify for the Performance-Based Exception, the Committee may make such grants upon any performance measures it deems appropriate with the understanding that they may not satisfy the requirements of Section 162(m) of the Code.

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11. Adjustments for Changes in Capitalization, etc.

Subject to the provisions of Section 12 herein, in the event of any change in corporate capitalization, such as a stock split, reverse stock split, stock dividend, or a corporate transaction, such as a merger, consolidation, or separation, including a spin-off, or other distribution of stock or property of the Company or its subsidiaries (other than normal cash dividends), any reorganization (whether or not such reorganization comes within the definition of such term in Code Section 368) or any partial or complete liquidation of the Company or its subsidiaries, such adjustment shall be made in the number and class of shares which may be delivered under Section 3 (including the number of shares referred to in the last sentence of the first paragraph of Section 3 and in subparagraph (a) of the second paragraph of Section 3), and in the number and class of and/or price of shares subject to outstanding grants or awards under the Plan, as may be determined to be appropriate and equitable by the Committee, in its sole discretion, to prevent dilution or enlargement of rights; provided, however, that the number of shares subject to any grants or awards under the Plan shall always be a whole number.

12. Effect of Change in Control.

(a) Acceleration of Benefits. Subject to the following sentence and the terms of any agreement evidencing the terms of any award under the Plan, in the event of a “Change in Control” as defined in paragraph (b) of this Section 12, (i) at the election of the holder filed in such form and in such manner and time as the Committee shall provide, the value of all outstanding stock options, stock appreciation rights and restricted stock awards (whether or not then fully exercisable or vested) shall be settled on the basis of the “Change in Control Price” (as defined in paragraph (c) of this Section 12) as of the date the Change in Control occurs, provided, however, that the Committee may provide for the immediate vesting instead of the cashing out of restricted stock awards in such circumstances as it deems appropriate and, provided further, that the form of such settlement shall be determined by the Committee in its sole discretion; and (ii) provided such Change in Control constitutes a change in ownership or change in effective control for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), to the extent required to maintain compliance with Section 409A, all outstanding performance awards shall be cashed out in such manner and in such amount or amounts as determined by the Committee in its sole discretion.

(b) Change in Control. For purposes of this Section 12, a Change in Control means the happening of any of the following:

(i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than (w) the Company, (x) a trustee or other fiduciary holding securities under an employee benefit plan of the Company, (y) an underwriter temporarily holding securities pursuant to an offering of such securities, or (z) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of voting securities of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its affiliates) representing 20% or more of the combined voting power of the Company’s then outstanding securities;

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(ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved (“Continuing Directors”), cease for any reason to constitute a majority thereof; provided, however, that no director designated by a person who has entered into an agreement with the Company to effect a transaction described in clauses (i), (iii) or (iv) of this paragraph (b) shall be deemed a Continuing Director for the purposes of this clause (ii) and, provided, further that if any new director assumes office in connection with or as a result of an actual or threatened proxy or other election contest of the Board, then the nomination or election of such new director shall not constitute, or be deemed to constitute, an approval by the Continuing Directors for purposes of this Section 12;

(iii) there occurs a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, at least 60% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires more than 50% of the combined voting power of the Company’s then outstanding securities; or

(iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

A Change in Control shall also be deemed to occur with respect to any Participant for purposes of the Plan if there occurs:

(1) a sale or disposition, directly or indirectly, other than to a person described in subclause (w), (x) or (z) of clause (i) next above, of securities of the Participant’s employer, any direct or indirect parent company of the Participant’s employer or any company that is a subsidiary of the Participant’s employer and is also a significant subsidiary (as defined below) of the Company (the Participant’s employer and such a parent or subsidiary being a “Related Company”), representing 50% or more of the combined voting power of the securities of such Related Company then outstanding;

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(2) a merger or consolidation of a Related Company with any other corporation, other than a merger or consolidation which would result in 50% or more of the combined voting power of the surviving company being beneficially owned by a majority owned direct or indirect subsidiary of the Company; or

(3) the sale or disposition of all or substantially all the assets of a Related Company to a person other than a majority owned direct or indirect subsidiary of the Company.

For purposes of the Plan, the term “significant subsidiary” has the meaning given to such term under Rule 405 of the Securities Act of 1933, as amended. Notwithstanding the foregoing, no Change in Control shall be deemed to have occurred with respect to a Participant for purposes of the Plan if (I) such transaction includes or involves a sale to the public or a distribution to the stockholders of the Company of more than 50% of the voting securities of the Participant’s employer or a direct or indirect parent of the Participant’s employer, and (II) the Participant’s employer or a direct or indirect parent of the Participant’s employer agrees to become a successor to the Company under an individual agreement between the Company and the Participant or the Participant is covered by an agreement providing for benefits upon a change in control of his or her employer following an event described clauses (1), (2) or (3) next above.

(c) Change in Control Price. For purposes of this Section 12, Change in Control Price means:

(i) with respect to a Change in Control by reason of a merger or consolidation of the Company described in paragraph (b)(iii) of this Section 12 in which the consideration per share of Common Stock to be paid for the acquisition of shares of Common Stock specified in the agreement of merger or consolidation is all in cash, the highest such consideration per share;

(ii) with respect to a Change in Control by reason of an acquisition of securities described in paragraph (b)(i) of this Section 12, the highest price per share for any share of the Common Stock paid by any holder of any of the securities representing 20% or more of the combined voting power of the Company giving rise to the Change in Control; and

(iii) with respect to a Change in Control by reason of a merger or consolidation of the Company (other than a merger or consolidation described in paragraph (b)(iii) of this Section) or a change in the composition of the Board of Directors described in paragraph (b)(ii) of this Section 12, or stockholder approval of an agreement or plan described in paragraph (b)(iv) of this Section 12, with respect to awards to the extent vested on or prior to December 31, 2004, the highest price per share of common stock reported on the New York Stock Exchange Composite Transactions (or, if such shares are not traded on the New York Stock Exchange, such other principal market on which such shares are traded) during the sixty (60) day period ending on the date immediately prior to the date such change in control of the Company occurs and, with respect to awards to the extent vesting after December 31, 2004, the price per share of

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Common Stock reported on the New York Stock Exchange Composite Transactions (or, if such shares are not traded on the New York Stock Exchange, such other principal market on which such shares are traded) on the date immediately prior to the date such Change in Control of the Company occurs, except that the determination of such price may be modified in order to comply with Section 409A and in the case of incentive stock options and stock appreciation rights relating to incentive stock options, the holder may not receive an amount in excess of the maximum amount that will enable such option to continue to qualify as an incentive stock option.

13. Amendment and Termination of Plan.

The Plan may be amended or terminated by the Board at any time and in any respect, provided that, without the approval of the Company’s stockholders, no such amendment shall be made for which stockholder approval is necessary to comply with any applicable tax or regulatory requirement, and provided that no such amendment or termination shall impair the rights of any participant, without his or her consent, in any award previously granted under the Plan, unless required by law. In the event of termination of the Plan, no further grants may be made under the Plan but termination shall not affect the rights of any participant under, or the authority of the Committee with respect to, any grants or awards made prior to termination. Notwithstanding any other provision of the Plan, without the approval of the Company’s stockholders, the Board shall not adopt any amendment to the Plan which makes changes to the Plan that are so material that the focus of the Plan is changed, including amending the Plan to provide for a form of grant not presently available under the Plan, as determined in the reasonable judgment of the Board.

14. Prior Plans.

Upon the effectiveness of this Plan, no further grants shall be made under the Prior Plans. The discontinuance of the Prior Plans shall not affect the rights of any participant under, or the authority of the Committee (therein referred to) with respect to, any grants or awards made thereunder prior to such discontinuance.

15. Miscellaneous.

(a) No Right to a Grant. Neither the adoption of the Plan nor any action of the Board or of the Committee shall be deemed to give any employee any right to be selected as a participant or to be granted a stock option, stock appreciation right, restricted stock award or performance award.

(b) Rights as Stockholders. No person shall have any rights as a stockholder of the Company with respect to any shares covered by a stock option, stock appreciation right, or performance award until the date of the issuance of a stock certificate to such person pursuant to such stock option, right or award.

(c) Employment. Nothing contained in this Plan shall be deemed to confer upon any employee any right of continued employment with the Company or any of its subsidiaries or to limit or diminish in any way the right of the Company or any such affiliate to terminate his or her employment at any time with or without cause.

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(d) Taxes. The Company shall be entitled to deduct from any payment under the Plan the amount of any tax required by law to be withheld with respect to such payment or may require any participant to pay such amount to the Company prior to and as a condition of making such payment. In addition, the Committee may, in its discretion and subject to such rules as it may adopt from time to time, permit a participant to elect to have the Company withhold from any payment under the Plan (or to have the Company accept from the participant), for tax withholding purposes, shares of Common Stock, valued at their fair market value, but in no event shall the fair market value of the number of shares so withheld (or accepted) exceed the amount necessary to meet the required Federal, state and local withholding tax rates then in effect that are applicable to the participant and to the particular transaction.

(e) Nontransferability. Except as permitted by the Committee, and subject to the following provisions of this Section 15(e), no stock option, stock appreciation right, restricted stock award or performance award shall be transferable except by will or the laws of descent and distribution, and, during the holder’s lifetime, stock options and stock appreciation rights shall be exercisable only by, and shares subject to restricted stock awards and payments pursuant to performance awards shall be delivered or made only to, such holder or such holder’s duly appointed legal representative. In no event may a participant transfer any award under the Plan for value to an unrelated third party.

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EX-10.3(A)-3

Exhibit 10.3(a)-3

FORM OF POST-2006

RESTRICTED STOCK AWARD AGREEMENT

Ryerson Inc. maintains the Ryerson 2002 Incentive Stock Plan (the “Plan”) and you have been selected to receive an award of restricted stock under the Plan. To the extent not specified in the Plan, the terms of the award have been determined as outlined below. To the extent applicable, capitalized terms used herein shall have the meaning set forth in the Plan.

Granted To:

Social Security Number:

Transfer Date:

Number of Shares:

Vesting Schedule:

Restricted Stock Terms

1. Award. The restricted shares issued to you are shares of Common Stock, $1.00 par value, of the Company.

2. Vesting. If you remain continuously employed by the Company and its affiliates during a vesting period, you will become vested in the shares as of the last day of that vesting period. Any shares that do not vest during an applicable vesting period shall be forfeited and shall not be carried over for vesting in later vesting periods.

3. Termination of Employment. If, at any time during a vesting period, you cease to be employed by the Company and its affiliates by reason of death, physical or mental incapacity or retirement at or after age 65 with at least 5 years service with the Company (or prior to such date with the consent of the Committee), you will be entitled to that portion of the number of shares that would otherwise be payable to you if you had been continuously employed for the vesting period, multiplied by a fraction, the numerator of which is the number of whole calendar months for which you were employed during the vesting period and the denominator of which is the number of whole calendar months in the vesting period. The Committee, in its sole discretion, may determine that a larger number of shares will be vested (but not exceeding the maximum number of shares that would have otherwise vested in that vesting period). If you cease to be employed during a vesting period for any other reason, all shares of restricted stock that have not yet vested will be forfeited unless the Committee specifically determines otherwise in its sole discretion (subject to applicable Code rules).

4. Delivery of Shares. Shares determined to be vested for a vesting period shall be delivered to you (or your transferee) as soon as practicable after the expiration of the vesting period. Prior to any delivery of shares upon the vesting of such shares, you are required to pay to the Company the amount of any tax required by law to be withheld in respect of such delivery. Subject to rules established by the Committee, you may pay the required withholding taxes by electing to have the Company withhold shares which are otherwise to be delivered to you upon vesting of such shares or to have the Company accept from you other shares, in either case having a fair market value equal to the amount of the required withholding.

5. Transfers of Shares. Neither you nor your transferee may sell, assign, transfer, pledge or otherwise dispose of or encumber the shares until they are delivered except: (a) by will or the laws of descent and distribution, or (b) with the advance written consent of the Committee and only if any such transfer or ability to transfer does not affect the exemption provided by Rule 16b-3 under the Securities Exchange Act of 1934, you may transfer the shares to, or in trust for the benefit of, you or your spouse or descendants. All such transfers are subject to the establishment of such requirements or entry into such agreements as the Company may reasonably require in order to administer the Plan or to assure compliance with applicable tax, securities and other laws.

In the event that any provision of this Agreement is inconsistent with the Plan, the terms and conditions of the Plan shall govern. The Committee shall have the authority to interpret this Agreement and to determine all questions which may arise in connection with the restricted stock granted hereunder, and all such interpretations and determinations shall be conclusive and binding on all persons.

EX-10.3(A)-4

Exhibit 10.3(a)-4

Ryerson Inc.

2002 Incentive Stock Plan

Performance Award Agreement

(pre-2007)

You have been selected to be a Participant in the Ryerson Inc. 2002 Incentive Stock Plan (the “Plan”), as specified below:

Participant:
Number of Performance Share Units Granted:
Date of Grant:	[                    ]
Beginning of Performance Cycle:	[                    ]
End of Performance Cycle:	[                    ]
Performance Measure:	Return on Net Assets (“RONA”)
Performance Measurement Threshold:	4-year average RONA = [            ]
Performance Measurement Target:	4-year average RONA = [            ]
Performance Measurement Cap:	4-year average RONA = [            ]
Maximum Number of Performance Share Units
Payable (subject to the Value Cap):

If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan’s terms shall completely supersede and replace the conflicting terms of this Agreement. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein.

(over)

To the extent not specified in the Plan, the terms of this award have been determined by the Compensation Committee of the

Board of Directors of the Company (the “Committee”), as outlined in this Agreement.

1. Settlement of Award. The number of Performance Share Units earned by you shall be determined in accordance with the provisions of Exhibit 1, which is attached to and forms a part of this Agreement. You may elect from time to time to receive payment of any earned Performance Share Units payable to you under this Agreement in cash or in Common Stock, or a combination thereof, [*provided that any earned Performance Share Units in excess of the Common Stock Cap shall be paid in cash;] or you may elect to defer payment of earned Performance Share Units as provided in the Plan and in any rules adopted by the Committee, or as required by Section 409A of the Internal Revenue Code and regulations thereunder (collectively, “Section 409A”). Under Section 9(c) of the Plan [*and subject to the Common Stock Cap], for each Performance Share Unit earned by you, the Company shall deliver to you (a) one share of Common Stock or (b) cash equal to the Fair Market Value of one share of Common Stock. For earned Performance Share Units paid in shares of Common Stock, any fractional shares of Common Stock shall be rounded to the nearest whole share of Common Stock. The Fair Market Value of Common Stock shall have the definition provided in the Plan and in any rules adopted by the Committee.

2. Eligibility for Earned Performance Share Units. You shall be eligible for payment of earned Performance Share Units only if your employment with the Company:

(a) Continues through the end of the Performance Cycle;

(b) Is terminated due to Normal Retirement (as defined in the Ryerson Pension Plan) during the Performance Cycle;

(c) Is terminated due to Disability or death during the Performance Cycle; or

(d) Is terminated involuntarily for reasons other than Cause during the Performance Cycle.

Subject to Section 6, below, if you retire under Normal Retirement, suffer a Disability, or are terminated involuntarily for reasons other than Cause during the Performance Cycle, you shall be eligible only for that proportion of the number of Performance Share Units earned for such Performance Cycle that your number of full months of participation during the Performance Cycle bears to 48 months. “Cause” has the same meaning ascribed to it in the Employment Agreement between you and the Corporation or, if you are not party to an Employment Agreement, in the form of employment agreement approved by the Compensation Committee and in effect at the date of your termination.

Subject to Section 6, below, in the event of your death, the Performance Cycle for this award will be deemed to end at December 31 of the year of your death, attainment of the Performance Measures will be computed as of that December 31, and you shall be eligible only for that proportion of the number of Performance Share Units deemed earned for such deemed Performance Cycle that your number of full months of participation during the Performance Cycle bears to 48 months. Your beneficiary shall be entitled to the Performance Share Units to which you otherwise would have been entitled under the same conditions as would have been applicable to you.

Termination of employment during the Performance Cycle for any reason other than Normal Retirement, Disability, death, or involuntarily for reasons other than Cause, shall require forfeiture of this entire award, with no payment to you.

3. Deferral of Award. The payment of the shares of Common Stock earned pursuant to this Performance Award Agreement to you may be deferred, in whole or in part, at your election. If you elect to defer your receipt of such shares of earned Common Stock, the amount deferred will be denominated in share units that will be deemed to be invested in and ultimately be paid out, at your election, in the form of shares of Common Stock or in cash equal to the Fair Market Value of shares of Common Stock at the payment date or at your election in a form and manner acceptable to the Committee will be denominated in cash and will be deemed to earn interest at the Applicable Federal Rate under the Internal Revenue Code as in effect from time to time. You must make a deferral election in accordance with Section 409A. The duration of the deferral extends to Retirement or termination of employment. Once made, the deferral election is irrevocable.

4. Tax Withholding. The Company shall have the power and the right to deduct or withhold, or require the Participant or beneficiary to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Agreement.

5. Nontransferability. Performance Share Units may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.

6. Change in Control. In the event of a Change in Control of the Company, any performance award that has not been settled prior to or as of the effective date of the Change in Control of the Company will be cashed out and you will be paid an amount equal to (i) the Change in Control Price, multiplied by (ii) the number of Performance Share Units based on the greater of 100% of target Performance Measure attainment and actual Performance Measure attainment, and further multiplied by (iii) a fraction, the denominator of which is the number of months in the performance cycle, and the numerator of which is the number of whole months (rounded up, if not a multiple of 12, to the number that is the number of months that is the next highest multiple of 12) of the Performance Cycle elapsed prior to the date of the Change in Control of the Company (or, in the case of your termination due to Normal Retirement (as defined in the Ryerson Pension Plan) or your death prior to the Change in Control of the Company, the numerator in the above equation shall be the number of months (rounded to the nearest whole number) of the Performance Cycle elapsed prior to such Normal Retirement or death); provided, however, that if the Company’s market capitalization as of the date of the Change in Control is less than $250 million, “30%” shall be substituted for “100%” in clause (ii) above; and, provided further, that the foregoing amount shall be in lieu of any other payment

* 2006 awards only

with respect to this performance award, and if you receive any payment with respect to this performance award after the Change in Control, but prior to your Date of Termination, it shall reduce, but not below zero, the amount to which you are entitled under this paragraph (6) for this award. Notwithstanding anything to the contrary herein, any award amounts payable to you pursuant to this Section 6 in the event of a Change in Control shall be paid to you upon the effective date of such Change in Control, provided that in determining whether target or actual Performance Measure attainments are greater, calculations of actual Performance Measure attainments for any year of the Performance Cycle that has not yet then concluded, if applicable, shall be determined based on the average actual performance in respect of those full months that have elapsed during the then-current year of the Performance Cycle as of the effective date of the Change in Control; provided that if the Change in Control occurs in the first calendar quarter of a year, the actual Performance Measure attainment for such year shall be deemed to be the actual Performance Measure attainment for the immediately preceding year.

7. Miscellaneous.

    (a) This Agreement shall not confer upon Participant any right to continuation of employment by the Company, nor shall this Agreement interfere in any way with the Company’s right to terminate his or her employment at any time.

    (b) With the approval of the Board, the Committee may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any way adversely affect Participant’s rights under this Agreement.

    (c) This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

Exhibit 1

This Exhibit 1 is incorporated into and forms a part of the Agreement.

Revision of Performance Measures. The Performance Measures set forth in this Exhibit 1 and the Agreement may be modified by the Committee during, and after the end of, the Performance Cycle to reflect significant events that occur during the Performance Cycle; provided, however, that if the Participant is or will be a Covered Employee for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, then such modification can only be undertaken in a manner consistent with the requirements of Section 162(m) and the regulations thereunder, unless the Committee, in its sole discretion, decides otherwise.

Amount of Award. No award shall be earned or payable unless the Company’s aggregate earnings over the Performance Period is greater than $0.00. When the Company’s aggregate earnings over the Performance Period is greater than $0.00, the amount distributable to the Participant under the Agreement shall be determined in accordance with the following schedule:

200X Award of Performance Share Units Earned and Payable at December 31, 200X
Actual Average RONA for the Performance Cycle	RONA as a Percent of Performance Measurement Target		Performance Share Units Earned as a Percent of Target Award Amount		Target Award Amount (Number of Performance Share Units in the Initial Award)	Performance Share Units Earned (Number of Shares * / Value Cap)
Less than [    ]%	Less than [	]%	[	]%	________	0
[    ]%	[	]%	[	]%*	________	________	*
[    ]%	[	]%	[	]%*	________	________	*
[    ]%	[	]%	[	]%	________	________
[    ]%	[	]%	[	]%*	________	________	*
[    ]%	[	]%	[	]%*	________	________	*
						shares/$             but not less than              shares

* Subject to the Value Cap and the Common Stock Cap described below.

Note: Performance Share Units earned above a threshold average RONA over the Performance Cycle of [_]% will be interpolated from the above chart, up to a maximum number of Performance Shares earned at the Performance Measurement Cap of             %, which maximum is the lesser of (1)              shares and (2) the Value Cap of $            , but in no event less than              shares (the initial award of performance share units).

• The Value Cap is a limit on the total economic value of what may be earned that can impact the share units earned as follows: performance share units can be earned only up to the point that the total economic value of all share units earned by a participant does not exceed two times the economic value of the initial award (except as noted below). The economic value of the initial award is computed by multiplying 100% of the performance share units underlying the initial award by the 12-month average price of Company Common Stock (excluding the highest and lowest prices) prior to the grant date, which price was $[            ]. Notwithstanding this Value Cap, if performance is at or above target a participant will receive no less than the initial award of performance share units provided for at the beginning of the cycle.

• *The Common Stock Cap is a limit on the number of shares of Common Stock that can be delivered in payment of earned Performance Share Units. The Common Stock Cap is equal to the lesser of (a) 50% of the Performance Share Units earned and payable hereunder, and (b) the initial number of Performance Share Units granted under this Agreement. To the extent that the number of earned Performance Share Units exceeds the Common Stock Cap, the excess Performance Share Units will be paid in cash.

* 2006 awards only

EX-10.3(A)-5

EXHIBIT 10.3(a)-5

Schedule of 2007 Performance Stock Unit Awards

to certain named executive officers

Name / Title	Number of Stock Units Awarded
Neil S. Novich Chairman, President and Chief Executive Officer	102,000
Jay M. Gratz Executive Vice President, Chief Financial Officer and President—Ryerson Coil Processing Division	37,000
Gary J. Niederpruem Executive Vice President	37,000
Stephen E. Makarewicz President—Ryerson South	15,000
James M. Delaney President—Global Accounts Division	11,000

EX-10.3(B)

EXHIBIT 10.3(b)

Schedule of special incentive awards to certain named executive officers

SPECIAL AWARDS

Background

From time to time unusual events merit awards for outstanding individual performance outside of the short-term incentive plan. Special events such as restructurings, mergers and acquisitions or comprehensive programs have been the basis for special recognition in the past.

*    *    *    *    *

2006 AWARDS

•     James M. Delaney	3,000	January 24, 2006 grant of shares of restricted stock 100% vesting January 23, 2009
2007 AWARDS
•     Stephen E. Makarewicz	5,000	March 1, 2007 grant of shares of restricted stock 100% vesting February 28, 2010

EX-10.3(C)

EXHIBIT 10.3(c)

RYERSON 1999 INCENTIVE STOCK PLAN

(as amended through March 10, 2007)

1. Purpose.

The purpose of the Ryerson 1999 Incentive Stock Plan (the “Plan”) is to attract and retain outstanding individuals as officers and key employees of Ryerson Inc. (the “Company”) and its subsidiaries, and to furnish incentives to such individuals through rewards based upon the ownership and performance of the Common Stock (as defined in Section 3). To this end, the Committee hereinafter designated and, in certain circumstances, the Chairman of the Board of the Company (the “Chairman”) or the President of the Company, may grant stock options, stock appreciation rights, restricted stock awards, and performance awards, or combinations thereof, to officers and other key employees of the Company and its subsidiaries, on the terms and subject to the conditions set forth in this Plan. As used in the Plan, the term “RT” shall mean, collectively, the Company and its affiliates, and the term “subsidiary” shall mean (a) any corporation of which the Company owns or controls, directly or indirectly, 50% or more of the outstanding shares of capital stock entitled to vote for the election of directors or (b) any partnership, joint venture, or other business entity in respect of which the Company, directly or indirectly, has comparable ownership or control.

2. Participants.

Participants in the Plan shall consist of: (a) such officers and other key employees of the Company and its subsidiaries as the Committee in its sole discretion may select from time to time to receive stock options, stock appreciation rights, restricted stock awards or performance awards, either singly or in combination, as the Committee may determine in its sole discretion; and (b) if the Committee authorizes the Chairman or the President to make grants or awards of stock options, stock appreciation rights, restricted stock or performance awards, such employees of the Company and its subsidiaries who are not subject to section 16(a) of the Exchange Act as the Chairman or the President shall determine in his or her sole discretion after consultation with the Vice President-Human Resources of the Company. Any director of the Company or any of its subsidiaries who is not also an employee of the Company or any of its subsidiaries shall not be eligible to receive stock options, stock appreciation rights, restricted stock awards or performance awards under the Plan. Notwithstanding any other provision of the Plan, without the approval of the Company’s stockholders, this Section 2 shall not be amended to materially change the class or classes of employees eligible to participate in the Plan.

3. Shares Reserved under the Plan.

Subject to adjustment pursuant to the provisions of Section 11 of the Plan, the maximum number of shares of Common Stock, $1.00 par value per share, of the Company (“Common Stock”) which may be issued pursuant to grants or awards made under the Plan shall not exceed the sum of (1) 1,000,000, and (2) the total number of shares available for issuance under the Inland 1992 Incentive Stock Plan and the Inland 1995 Incentive Stock Plan (collectively, the “Prior Plans”) as of the effective date of the Plan. No more than 335,000 shares of Common Stock shall be issued pursuant to restricted stock awards and performance awards under the Plan. Notwithstanding any other provision of the Plan, without the approval of the Company’s stockholders, this Section 3 shall not be amended to materially increase the number of shares reserved for issuance under the Plan.

The following restrictions shall apply to all grants and awards under the Plan other than grants and awards which, by their terms, are not intended to comply with the “Performance-Based Exception” (defined below in this Section 3):

(a) the maximum aggregate number of shares of Common Stock that may be granted or awarded under the Plan to any participant under the Plan during any three year period shall be 700,000; and

(b) the maximum aggregate cash payout with respect to grants or awards under the Plan in any fiscal year of the Company to any Named Executive Officer (defined below in this Section 3) shall be $1,000,000.

For purposes of the Plan, “Named Executive Officer” shall mean a participant who is one of the group of “covered employees” as defined in the regulations promulgated under section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) or any successor statute, and “Performance-Based Exception” shall mean the performance-based exception from the deductibility limitations as set forth in Section 162(m) of the Code.

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Except to the extent otherwise determined by the Committee, any shares of Common Stock subject to grants or awards under the Plan that terminate by expiration, cancellation or otherwise without the issuance of such shares (including shares underlying a stock appreciation right exercised for stock, to the extent that such underlying shares are not issued), that are settled in cash (to the extent so settled), or, in the case of restricted stock awards, that terminate without vesting, shall become available for future grants and awards under the Plan. Shares of Common Stock to be issued pursuant to grants or awards under the Plan may be authorized and unissued shares of Common Stock, treasury Common Stock, or any combination thereof.

4. Administration of the Plan.

The Plan shall be administered by the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”), which shall consist of two or more persons who constitute “non-employee directors” within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and “outside directors” within the meaning of Treas. Reg. § 1.162-27(e)(3). Subject to the provisions of the Plan, the Committee shall have authority: (a) to determine which employees of the Company and its subsidiaries shall be eligible for participation in the Plan; (b) to select employees to receive grants under the Plan; (c) to determine the form of grant, whether as a stock option, stock appreciation right, restricted stock award, performance award or a combination thereof, the number of shares of Common Stock or units subject to the grant, the time and conditions of exercise or vesting, the fair market value of the Common Stock for purposes of the Plan, and all other terms and conditions of any grant and to amend such awards or accelerate the time of exercise or vesting thereof; and (d) to prescribe the form of agreement, certificate or other instrument evidencing the grant. Notwithstanding the foregoing, the Committee, subject to the terms and conditions of the Plan, may delegate to the Chairman or the President of the Company, if such individual is then serving as a member of the Board, the authority to act as a subcommittee of the Committee for purposes of making grants or awards of stock options, stock appreciation rights, restricted stock or performance awards, not to exceed such number of shares as the Committee shall designate annually, to such employees of the Company and its subsidiaries who are not subject to section 16(a) of the Exchange Act as the Chairman or the President shall determine in his or her sole discretion after consultation with the Vice President-Human Resources of the Company, and the Chairman or the President, as applicable, shall have the authority and duties of the Committee with respect to such grants. The Committee shall also have authority to interpret the Plan and to establish, amend and rescind rules and regulations for the administration of the Plan, and all such interpretations, rules and regulations shall be conclusive and binding on all persons. Notwithstanding any other provision of the Plan, without the approval of the Company’s stockholders, in no event shall the Committee (1) reprice any stock options awarded under the Plan by lowering the option price of a previously granted stock option or by cancellation of outstanding stock options with subsequent replacement or regrant of stock options with lower option prices, (2) materially modify the terms of any restricted stock award under the Plan or any performance award under the Plan that consists of Common Stock, including the lapse or waiver of restrictions with respect to such awards, except (i) in the case of death, physical or mental incapacity, retirement on or after the normal retirement date provided for in and pursuant to any pension plan of the Company or any affiliate of the Company in effect at the time of such retirement, early retirement (with the consent of the Committee) provided for in and pursuant to any such pension plan, or a Change in Control (as defined in paragraph 12(b)), or (ii) to the extent the shares of Common Stock which are subject to such modified awards do not exceed, in the aggregate, 10 percent of the shares of Common Stock reserved for issuance under the Plan, or (3) make any form of grant under the Plan that is not provided for herein.

5. Effective Date of Plan.

The Plan shall be effective upon approval by the stockholder(s) of the Company.

6. Stock Options.

(a) Grants. Subject to the terms of the Plan, options to purchase shares of Common Stock, including “incentive stock options” within the meaning of Section 422 of the Code, may be granted from time to time to such officers and

2

other key employees of the Company and its subsidiaries as may be selected by the Committee. Each grant of an option under the Plan may designate whether the option is intended to be an incentive stock option or a “nonqualified” stock option. Any option not so designated shall be deemed to be a “nonqualified” stock option.

(b) Terms of Options. An option shall be exercisable in whole or in such installments and at such times as may be determined by the Committee in its sole discretion, provided that no option shall be exercisable more than ten years after the date of grant. The per share option price shall not be less than the greater of par value or 100% of the fair market value of a share of Common Stock on the date the option is granted. Upon exercise, the option price may be paid in cash, in shares of Common Stock having a fair market value equal to the option price which have been owned by the Participant for at least 6 months prior thereto, or in a combination thereof. The Committee may also allow the cashless exercise of options by holders thereof, as permitted under regulations promulgated by the Board of Governors of the Federal Reserve System, subject to any applicable restrictions necessary to comply with rules adopted by the Security and Exchange Commission, and the exercise of options by holders thereof by any other means that the Committee determines to be consistent with the Plan’s purpose and applicable law, including loans, with or without interest, made by the Company to the holder thereof.

(c) Restrictions Relating to Incentive Stock Options. To the extent required by the Code, the aggregate fair market value (determined as of the time the option is granted) of the Common Stock with respect to which incentive stock options are exercisable for the first time by an employee during any calendar year (under the Plan or any other plan of the Company or any of its subsidiaries) shall not exceed $100,000.

(d) Termination of Employment. If an optionee ceases to be employed by the Company or any of its affiliates by reason of (i) death, (ii) physical or mental incapacity, (iii) retirement on or after the normal retirement date provided for in and pursuant to any pension plan of the Company or any affiliate of the Company in effect at the time of such retirement, or (iv) early retirement (with the consent of the Committee) provided for in and pursuant to any such pension plan, any option held by such optionee may be exercised, with respect to all or any part of the Common Stock as to which such option was not theretofore exercised (whether or not such option was otherwise then exercisable), for such period from and after the date of such cessation of employment (not extending, however, beyond the date of expiration of such option) as the Committee may determine at the time of the grant or at any time thereafter. If an optionee ceases to be employed by the Company and any of its affiliates for any reason other than a reason set forth in the immediately preceding sentence, any option granted to such optionee may be exercised for a period ending on the 30th day following the date of such cessation of employment or the date of expiration of such option, whichever first occurs, but only with respect to that number of shares of Common Stock for which such option was exercisable immediately prior to the date of cessation of employment, except as otherwise determined by the Committee at the time of grant or any time thereafter.

(e) Additional Terms and Conditions. The agreement or instrument evidencing the grant of a stock option may contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Committee in its sole discretion.

7. Stock Appreciation Rights.

(a) Grants. Subject to the terms of the Plan, rights entitling the grantee to receive cash or shares of Common Stock having a fair market value equal to the appreciation in market value of a stated number of shares of such Common Stock from the date of the grant to the date of exercise, or, in the case of rights granted in tandem with or by reference to a stock option granted prior to the grant of such rights, from the date of grant of such related stock option to the date of exercise, may be granted from time to time to such officers and other key employees of the Company and its affiliates as may be selected by the Committee.

(b) Terms of Grant. Such rights may be granted in tandem with or by reference to a related stock option, in which event the grantee may elect to exercise either the stock option or the right, but not both, as to the shares subject to the stock option and the right, or the right may be granted independently of a stock option. Rights granted in tandem with or by reference to a related stock option shall, except as provided at the time of grant, be exercisable to the extent, and only to the extent, that the related option is exercisable. Rights granted independently of a stock option shall be exercisable in whole or in such installments and at such times as may be determined by the Committee, provided that no right shall be exercisable more than ten years after the date of grant. Further, in the event that any employee to whom rights are granted independently of a stock option ceases to be an employee of the Company and its affiliates, such rights shall be exercisable only to the extent and upon the conditions that stock options are

3

exercisable in accordance with the provisions of paragraph (d) of Section 6 of the Plan. The Committee may at the time of the grant or at any time thereafter impose such additional terms and conditions on the exercise of stock appreciation rights as it deems necessary or desirable for any reason, including for compliance with Section 16(a) or Section 16(b) of the Exchange Act and the rules and regulations thereunder.

(c) Payment on Exercise. Upon exercise of a stock appreciation right, the holder shall be paid the excess of the then fair market value of the number of shares of Common Stock to which the right relates over the fair market value of such number of shares at the date of grant of the right or of the related stock option, as the case may be. Such excess shall be paid in cash or in shares of Common Stock having a fair market value equal to such excess, or in such combination thereof, as may be provided in the grant of such right (which may permit the holder to elect between cash and Common Stock or to elect a combination thereof), or, if no such provision is made in the grant, as the Committee shall determine upon exercise of the right, provided, in any event, that the holder shall be paid cash in lieu of any fractional share of Common Stock to which such holder would otherwise be entitled.

(d) Additional Terms and Conditions. The agreement or instrument evidencing the grant of stock appreciation rights may contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Committee in its sole discretion.

8. Restricted Stock Awards.

Subject to the terms of the Plan, restricted stock awards consisting of shares of Common Stock may be made from time to time to such officers and other key employees of the Company and its affiliates as may be selected by the Committee, provided that any such employee (except an employee whose terms of employment include the granting of a restricted stock award) shall have been employed by the Company or any of its affiliates for at least six months. Such awards shall be contingent on the employee’s continuing employment with the Company or its affiliates for a period to be specified in the award (which shall not be more than ten years from the date of award) and shall be subject to such additional terms and conditions as the Committee in its sole discretion deems appropriate, including, but not by way of limitation, requirements relating to satisfaction of performance measures and restrictions on the sale or other disposition of such shares during the restriction period. Except as otherwise determined by the Committee at the time of the award, the holder of a restricted stock award shall have the right to vote the restricted shares and to receive dividends thereon, unless and until such shares are forfeited. Notwithstanding the foregoing provisions of this Section 8, any restricted stock award which is not subject to satisfaction of performance measures shall be subject to the employee’s continuing employment with the Company or its affiliates for a period of not less than three years from the date of grant and any restricted stock award which is subject to satisfaction of performance measures shall be subject to the employee’s continuing employment with the Company or its affiliates for a period of not less than one year from the date of grant; provided, however, that this sentence shall not apply to the extent the restricted stock awards are approved by the Company’s stockholders or to the extent the restricted stock awards made under the Plan which do not conform to the foregoing provisions of this sentence (when aggregated with any performance awards which do not conform to the provisions of the last sentence of paragraph 9(a)) do not exceed 10 percent of the shares of Common Stock reserved for issuance under the Plan.

9. Performance Awards

(a) Awards. Performance awards consisting of (i) shares of Common Stock, (ii) monetary units or (iii) units which are expressed in terms of shares of Common Stock may be made from time to time to such officers and other key employees of the Company and its affiliates as may be selected by the Committee. Subject to the provisions of Section 12 below, such awards shall be contingent on the achievement over a period of not more than ten years of such corporate, division, subsidiary, group or other measures and goals as shall be established by the Committee. Subject to the provisions of Sections 10 and 12 below, such measures and goals may be revised by the Committee at any time and/or from time to time during the performance period. Except as may otherwise be determined by the Committee at the time of the award or at any time thereafter, a performance award shall terminate if the grantee of the award does not remain continuously in the employ of the Company or its affiliates at all times during the applicable performance period. Notwithstanding the foregoing provisions of this paragraph 9(a) any performance award that consists of Common Stock shall be subject to the employee’s continuing employment with the Company or its affiliates for a period of not less than one year from the date of grant; provided, however, that this sentence shall not apply to the extent the performance awards are approved by the Company’s stockholders or to the extent

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the performance awards consisting of Common Stock made under the Plan which do not conform to the provisions of this sentence (when aggregated with any restricted stock awards which do not conform to the provisions of the last sentence of Section 8) do not exceed 10 percent of the shares of Common Stock reserved for issuance under the Plan.

(b) Rights with Respect to Shares and Share Units. If a performance award consists of shares of Common Stock or units which are expressed in terms of shares of such Common Stock, amounts equal to dividends otherwise payable on a like number of shares may, if the award so provides, be converted into additional such shares (to the extent that shares are then available for issuance under the Plan) or credited as additional units and paid to the participant if and when, and to the extent that, payment is made pursuant to such award.

(c) Payment. Payment of a performance award following the end of the performance period, if such award consists of monetary units or units expressed in terms of shares of Common Stock, may be made in cash, shares of Common Stock, or a combination thereof, as determined by the Committee. Any payment made in Common Stock shall be based on the fair market value of such stock on the payment date.

10. Performance Measures Applicable to Awards to Named Executive Officers

Unless and until the Committee proposes for stockholder vote a change in the general performance measures set forth in this Section 10, the attainment of which may determine the degree of payout or vesting with respect to awards under the Plan which are designed to qualify for the Performance-Based Exception, the performance measure(s) to be used for purposes of such awards shall be chosen from among the following alternatives: safety (including, but not limited to, total injury frequency, lost workday rates or cases, medical treatment cases and fatalities); quality control (including, but not limited to, critical product characteristics and defects); cost control (including, but not limited to, cost as a percentage of sales); capital structure (including, but not limited to, debt and equity levels, debt-to-equity ratios, and debt-to total-capitalization ratios); inventory turnover; customer performance or satisfaction; revenue measures (including, but not limited to gross revenues and revenue growth); net income; conformity to cash flow plans; return measures (including, but not limited to, return on investment assets or capital); operating profit to operating assets; share price measures (including, but not limited to, fair market value of shares, growth measures, and total shareholder return); working capital measures; operating earnings (before or after taxes); economic value added, cash value added; and cash flow return on investment.

The Committee shall have the discretion to establish performance goals based upon the foregoing performance measures and to adjust such goals and the methodology used to measure the determination of the degree of attainment of such goals; provided, however, that awards under the Plan that are intended to qualify for the Performance-Based Exception and that are issued to or held by Named Executive Officers may not be adjusted in a manner that increases such award. The Committee shall retain the discretion to adjust such awards in a manner that does not increase such awards. Furthermore, the Committee shall not make any adjustment to awards under the Plan issued to or held by Named Executive Officers that are intended to comply with the Performance-Based Exception if the result of such adjustment would be the disqualification of such award under the Performance-Based Exception.

In the event that applicable laws change to permit the Committee greater discretion to amend or replace the foregoing performance measures applicable to awards to Named Executive Officers without obtaining stockholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining such approval. In addition, in the event that the Committee determines that it is advisable to grant awards under the Plan to Named Executive Officers that may not qualify for the Performance-Based Exception, the Committee may make such grants upon any performance measures it deems appropriate with the understanding that they may not satisfy the requirements of Section 162(m) of the Code.

11. Adjustments for Changes in Capitalization, Etc.

Subject to the provisions of Section 12 herein, in the event of any change in corporate capitalization, such as a stock split, reverse stock split, stock dividend, or a corporate transaction, such as a merger, consolidation, or separation, including a spin-off, or other distribution of stock or property of the Company or its affiliates (other than normal cash dividends), any reorganization (whether or not such reorganization comes within the definition of such term in Code Section 368) or any partial or complete liquidation of the Company or its affiliates, such adjustment shall be made in the number and class of shares which may be delivered under Section 3 (including the number of shares

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referred to in the last sentence of the first paragraph of Section 3 and in subparagraph (a) of the second paragraph of Section 3), and in the number and class of and/or price of shares subject to outstanding grants or awards under the Plan, as may be determined to be appropriate and equitable by the Committee, in its sole discretion, to prevent dilution or enlargement of rights; provided, however, that the number of shares subject to any grants or awards under the Plan shall always be a whole number.

12. Effect of Change in Control.

(a) Acceleration of Benefits. Subject to the following sentence and the terms of any agreement evidencing the terms of any award under the Plan, in the event of a “Change in Control” as defined in paragraph (b) of this Section 12, (i) at the election of the holder filed in such form and in such manner and time as the Committee shall provide, the value of all outstanding stock options, stock appreciation rights and restricted stock awards (whether or not then fully exercisable or vested) shall be settled on the basis of the “Change in Control Price” (as defined in paragraph (c) of this Section 12) as of the date the Change in Control occurs, provided, however, that the Committee may provide for the immediate vesting instead of the cashing out of restricted stock awards in such circumstances as it deems appropriate and, provided further, that the form of such settlement shall be determined by the Committee in its sole discretion; and (ii) provided such Change in Control constitutes a change in ownership or change in effective control for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) to the extent required to maintain compliance with Section 409A, all outstanding performance awards shall be cashed out in such manner and in such amount or amounts as determined by the Committee in its sole discretion.

(b) Change in Control. For purposes of this Section 12, a Change in Control means the happening of any of the following:

(i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than (w) RT, (x) a trustee or other fiduciary holding securities under an employee benefit plan of RT, (y) an underwriter temporarily holding securities pursuant to an offering of such securities, or (z) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of voting securities of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its affiliates) representing 20% or more of the combined voting power of the Company’s then outstanding securities;

(ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved (“Continuing Directors”), cease for any reason to constitute a majority thereof; provided, however, that no director designated by a person who has entered into an agreement with the Company to effect a transaction described in clauses (i), (iii) or (iv) of this paragraph (b) shall be deemed a Continuing Director for the purposes of this clause (ii) and, provided, further that if any new director assumes office in connection with or as a result of an actual or threatened proxy or other election contest of the Board, then the nomination or election of such new director shall not constitute, or be deemed to constitute, an approval by the Continuing Directors for purposes of this Section 12;

(iii) there occurs a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of RT, at least 60% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires more than 50% of the combined voting power of the Company’s then outstanding securities; or

(iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

A Change in Control shall also be deemed to occur with respect to any Participant for purposes of the Plan if there occurs:

(1) a sale or disposition, directly or indirectly, other than to a person described in subclause (w), (x) or (z) of clause (i) next above, of securities of the Participant’s employer, any direct or indirect parent company of the Participant’s employer or any company that is a subsidiary of the Participant’s employer and is also a significant subsidiary (as defined below) of the Company (the Participant’s employer and such a parent or subsidiary being a “Related Company”), representing 50% or more of the combined voting power of the securities of such Related Company then outstanding;

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(2) a merger or consolidation of a Related Company with any other corporation, other than a merger or consolidation which would result in 50% or more of the combined voting power of the surviving company being beneficially owned by a majority owned direct or indirect subsidiary of the Company; or

(3) the sale or disposition of all or substantially all the assets of a Related Company to a person other than a majority owned direct or indirect subsidiary of the Company.

Notwithstanding the foregoing, no Change in Control shall be deemed to have occurred with respect to a Participant for purposes of the Plan if (I) such transaction includes or involves a sale to the public or a distribution to the stockholders of the Company of more than 50% of the voting securities of the Participant’s employer or a direct or indirect parent of the Participant’s employer, and (II) the Participant’s employer or a direct or indirect parent of the Participant’s employer agrees to become a successor to the Company under an individual agreement between the Company and the Participant or the Participant is covered by an agreement providing for benefits upon a change in control of his or her employer following an event described clauses (1), (2) or (3) next above. Notwithstanding any other provision of this Agreement, a merger or consolidation of the Company with and into Inland Steel Industries, Inc. (“ISI”) (or any subsidiary of ISI) (regardless of whether or not the Company or ISI is the surviving entity) shall not be considered a change in control of the Company for purposes of the Plan. For purposes of the Plan, the term “significant subsidiary” has the meaning given to such term under Rule 405 of the Security Act of 1933, as amended.

(c) Change in Control Price. For purposes of this Section 12, Change in Control Price means:

(i) with respect to a Change in Control by reason of a merger or consolidation of the Company described in paragraph (b)(iii) of this Section 12 in which the consideration per share of Common Stock to be paid for the acquisition of shares of Common Stock specified in the agreement of merger or consolidation is all in cash, the highest such consideration per share;

(ii) with respect to a Change in Control by reason of an acquisition of securities described in paragraph (b)(i) of this Section 12, the highest price per share for any share of the Common Stock paid by any holder of any of the securities representing 40% or more of the combined voting power of the Company giving rise to the Change in Control; and

(iii) with respect to a Change in Control by reason of a merger or consolidation of the Company (other than a merger or consolidation described in paragraph (b)(iii) of this Section or a change in the composition of the Board of Directors described in paragraph (b)(ii) of this Section 12, or stockholder approval of an agreement or plan described in paragraph (b)(iv) of this Section 12 with respect to awards to the extent vested on or prior to December 31, 2004, the highest price per share of common stock reported on the New York Stock Exchange Composite Transactions (or, if such shares are not traded on the New York Stock Exchange, such other principal market on which such shares are traded) during the sixty (60) day period ending on the date immediately prior to the date such change in control of the Company occurs and, with respect to awards to the extent vesting after December 31, 2004, the price per share of Common Stock reported on the Composite Transactions (or, if such shares are not traded on the New York Stock Exchange, such other principal market on which such shares are traded) on the date immediately prior to the date such Change in Control of the Company occurs , except that the determination of such price may be modified in order to comply with Section 409A and in the case of incentive stock options and stock appreciation rights relating to incentive stock options, the holder may not receive an amount in excess of the maximum amount that will enable such option to continue to qualify as an incentive stock option.

13. Amendment and Termination of Plan.

The Plan may be amended or terminated by the Board at any time and in any respect, provided that, without the approval of the Company’s stockholders, no such amendment (other than pursuant to Section 11 of the Plan) shall be made for which stockholder approval is necessary to comply with any applicable tax or regulatory requirement, including for these purposes any approval requirement which is a prerequisite for exemptive relief under Section

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16(b) of the Exchange Act, and provided that no such amendment or termination shall impair the rights of any participant, without his or her consent, in any award previously granted under the Plan, unless required by law. In the event of termination of the Plan, no further grants may be made under the Plan but termination shall not affect the rights of any participant under, or the authority of the Committee with respect to, any grants or awards made prior to termination. Notwithstanding any other provision of the Plan, without the approval of the Company’s stockholders, the Board shall not adopt any amendment to the Plan which makes changes to the Plan that are so material that the focus of the Plan is changed, including amending the Plan to provide for a form of grant not presently available under the Plan, as determined in the reasonable judgment of the Board.

14. Prior Plans.

Upon the effectiveness of this Plan, no further grants shall be made under the Prior Plans. The discontinuance of the Prior Plans shall not affect the rights of any participant under, or the authority of the Committee (therein referred to) with respect to, any grants or awards made thereunder prior to such discontinuance.

15. Miscellaneous.

(a) No Right to a Grant. Neither the adoption of the Plan nor any action of the Board or of the Committee shall be deemed to give any employee any right to be selected as a participant or to be granted a stock option, stock appreciation right, restricted stock award or performance award.

(b) Rights as Stockholders. No person shall have any rights as a stockholder of the Company with respect to any shares covered by a stock option, stock appreciation right, or performance award until the date of the issuance of a stock certificate to such person pursuant to such stock option, right or award.

(c) Employment. Nothing contained in this Plan shall be deemed to confer upon any employee any right of continued employment with the Company or any of its affiliates or to limit or diminish in any way the right of the Company or any such affiliate to terminate his or her employment at any time with or without cause.

(d) Taxes. The Company shall be entitled to deduct from any payment under the Plan the amount of any tax required by law to be withheld with respect to such payment or may require any participant to pay such amount to the Company prior to and as a condition of making such payment. In addition, the Committee may, in its discretion and subject to such rules as it may adopt from time to time, permit a participant to elect to have the Company withhold from any payment under the Plan (or to have the Company accept from the participant), for tax withholding purposes, shares of Common Stock, valued at their fair market value, but in no event shall the fair market value of the number of shares so withheld (or accepted) exceed the amount necessary to meet the maximum Federal, state and local marginal tax rates then in effect that are applicable to the participant and to the particular transaction.

(e) Nontransferability. Except as permitted by the Committee, no stock option, stock appreciation right, restricted stock award or performance award shall be transferable except by will or the laws of descent and distribution, and, during the holder’s lifetime, stock options and stock appreciation rights shall be exercisable only by, and shares subject to restricted stock awards and payments pursuant to performance awards shall be delivered or made only to, such holder or such holder’s duly appointed legal representative.

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EX-10.3(D)

EXHIBIT 10.3(d)

RYERSON 1996 INCENTIVE STOCK PLAN

(As Amended through March 10, 2007)

1. Purpose.

The purpose of the Ryerson 1996 Incentive Stock Plan (the “Plan”) is to attract and retain outstanding individuals as officers and key employees of Ryerson Inc. (the “Company”) and its subsidiaries, and to furnish incentives to such individuals through rewards based upon the ownership and performance of the Common Stock (as defined in Section 3). To this end, the Committee hereinafter designated and, in certain circumstances, the Chairman of the Board of the Company (the “Chairman”) or the President of the Company, may grant stock options, stock appreciation rights, restricted stock awards, and performance awards, or combinations thereof, to officers and other key employees of the Company and its subsidiaries, on the terms and subject to the conditions set forth in this Plan.

2. Participants.

Participants in the Plan shall consist of: (i) such officers and other key employees of the Company and its subsidiaries as the Committee in its sole discretion may select from time to time to receive stock options, stock appreciation rights, restricted stock awards or performance awards, either singly or in combination, as the Committee may determine in its sole discretion; and (ii) if the Committee authorizes the Chairman or the President to make grants or awards of stock options, stock appreciation rights, restricted stock or performance awards, such employees of the Company and its subsidiaries who are not subject to section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as the Chairman or the President shall determine in his or her sole discretion after consultation with the Vice President-Human Resources of the Company. Individuals who receive awards of Substitute Options and Substitute Restricted Stock pursuant to Section 14 shall also be Participants in the Plan. Any director of the Company or any of its subsidiaries who is not also an employee of the Company or any of its subsidiaries shall not be eligible to receive stock options, stock appreciation rights, restricted stock awards or performance awards under the Plan. As used in the Plan, the term “subsidiary” means (a) any corporation of which the Company owns or controls, directly or indirectly, 50% or more of the outstanding shares of capital stock entitled to vote for the election of directors or (b) any partnership, joint venture, or other business entity in respect of which the Company, directly or indirectly, has comparable ownership or control.

3. Shares Reserved under the Plan.

Subject to adjustment pursuant to the provisions of Section 11 of the Plan, the maximum number of shares of Class A Common Stock, $1.00 par value per share, of the Company (“Common Stock”) which may be issued pursuant to grants or awards made under the Plan shall not exceed 2,300,000. No more than 800,000 shares of Common Stock shall be issued pursuant to restricted stock awards and performance awards under the Plan.

The following restrictions shall apply to all grants and awards under the Plan other than grants and awards which by their terms are not intended to comply with the “Performance-Based Exception” (defined below in this Section 3):

(a) the maximum aggregate number of shares of Common Stock that may be granted or awarded under the Plan to any participant under the Plan during any three year period shall be 1,500,000; and

(b) the maximum aggregate cash payout with respect to grants or awards under the Plan in any fiscal year of the Company to any Named Executive Officer (defined below in this Section 3) shall be $1,000,000.

For purposes of the Plan, “Named Executive Officer” shall mean a participant who is one of the group of “covered employees” as defined in the regulations promulgated under section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) or any successor statute, and “Performance-Based Exception” shall mean the performance-based exception from the deductibility limitations as set forth in Section 162(m) of the Code.

Except to the extent otherwise determined by the Committee, any shares of Common Stock subject to grants or awards under the Plan that terminate by expiration, cancellation or otherwise without the issuance of such shares (including shares underlying a stock appreciation right exercised for stock, to the extent that such underlying shares are not issued), that are settled in cash (to the extent so settled), or, in the case of restricted stock awards, that

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terminate without vesting, shall become available for future grants and awards under the Plan. Shares of Common Stock to be issued pursuant to grants or awards under the Plan may be authorized and unissued shares of Common Stock, treasury Common Stock, or any combination thereof.

4. Administration of the Plan.

The Plan shall be administered by the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”). To the extent necessary to comply with the exemption provided by rule 16b-3 under the Exchange Act or any successor rule (“Rule 16b-3”), each member of the Committee shall be a “non-employee director” within the meaning of Rule 16b-3. Subject to the provisions of the Plan, the Committee shall have authority: (i) to determine which employees of the Company and its subsidiaries shall be eligible for participation in the Plan; (ii) to select employees to receive grants under the Plan; (iii) to determine the form of grant, whether as a stock option, stock appreciation right, restricted stock award, performance award or a combination thereof, the number of shares of Common Stock or units subject to the grant, the time and conditions of exercise or vesting, the fair market value of the Common Stock for purposes of the Plan, and all other terms and conditions of any grant and to amend such awards or accelerate the time of exercise or vesting thereof; and (iv) to prescribe the form of agreement, certificate or other instrument evidencing the grant. Notwithstanding the foregoing, the Committee, subject to the terms and conditions of the Plan, may delegate to the Chairman or the President of the Company, if such individual is then serving as a member of the Board, the authority to act as a subcommittee of the Committee for purposes of making grants or awards of stock options, stock appreciation rights, restricted stock or performance awards, not to exceed such number of shares as the Committee shall designate annually, to such employees of the Company and its subsidiaries who are not subject to section 16(a) of the Exchange Act as the Chairman or the President shall determine in his or her sole discretion after consultation with the Vice President-Human Resources of the Company, and the Chairman or the President, as applicable, shall have the authority and duties of the Committee with respect to such grants.

The Committee shall also have authority to interpret the Plan and to establish, amend and rescind rules and regulations for the administration of the Plan, and all such interpretations, rules and regulations shall be conclusive and binding on all persons.

5. Effective Date of Plan.

The Plan shall be effective upon approval by the stockholder(s) of the Company.

6. Stock Options.

(a) Grants. Subject to the terms of the Plan, options to purchase shares of Common Stock, including “incentive stock options” within the meaning of Section 422 of the Code, may be granted from time to time to such officers and other key employees of the Company and its subsidiaries as may be selected by the Committee. Each grant of an option under the Plan may designate whether the option is intended to be an incentive stock option or a “nonqualified” stock option. Any option not so designated shall be deemed to be a “nonqualified” stock option.

(b) Terms of Options. An option shall be exercisable in whole or in such installments and at such times as may be determined by the Committee in its sole discretion, provided that no option shall be exercisable less than six months or more than ten years after the date of grant (except in the case of death or physical or mental incapacity). The per share option price shall not be less than the greater of par value or 100% of the fair market value of a share of Common Stock on the date the option is granted. Upon exercise, the option price may be paid in cash, in shares of Common Stock having a fair market value equal to the option price which have been owned by the Participant for at least 6 months prior thereto, or in a combination thereof. The Committee may also allow the cashless exercise of options by holders thereof, as permitted under regulations promulgated by the Board of Governors of the Federal Reserve System, subject to any applicable restrictions necessary to comply with rules adopted by the Securities and Exchange Commission, and the exercise of options by holders thereof by any other means that the Committee determines to be consistent with the Plan’s purpose and applicable law, including loans, with or without interest, made by the Company to the holder thereof.

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(c) Restrictions Relating to Incentive Stock Options. To the extent required by the Code, the aggregate fair market value (determined as of the time the option is granted) of the Common Stock with respect to which incentive stock options are exercisable for the first time by an employee during any calendar year (under the Plan or any other plan of the Company or any of its subsidiaries) shall not exceed $100,000.

(d) Termination of Employment. If an optionee ceases to be employed by the Company or any of its subsidiaries by reason of (i) death, (ii) physical or mental incapacity, (iii) retirement on or after the normal retirement date provided for in and pursuant to any pension plan of the Company or any subsidiary of the Company in effect at the time of such retirement, or (iv) early retirement (with the consent of the Committee) provided for in and pursuant to any such pension plan, any option held by such optionee may be exercised, with respect to all or any part of the Common Stock as to which such option was not theretofore exercised (whether or not such option was otherwise then exercisable), for such period from and after the date of such cessation of employment (not extending, however, beyond the date of expiration of such option) as the Committee may determine at the time of the grant or at any time thereafter. If an optionee ceases to be employed by the Company and any of its subsidiaries for any reason other than a reason set forth in the immediately preceding sentence, any option granted to such optionee may be exercised for a period ending on the 30th day following the date of such cessation of employment or the date of expiration of such option, whichever first occurs, but only with respect to that number of shares of Common Stock for which such option was exercisable immediately prior to the date of cessation of employment, except as otherwise determined by the Committee at the time of grant or any time thereafter.

(e) Additional Terms and Conditions. The agreement or instrument evidencing the grant of a stock option may contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Committee in its sole discretion.

7. Stock Appreciation Rights.

(a) Grants. Subject to the terms of the Plan, rights entitling the grantee to receive cash or shares of Common Stock having a fair market value equal to the appreciation in market value of a stated number of shares of such Common Stock from the date of the grant to the date of exercise, or, in the case of rights granted in tandem with or by reference to a stock option granted prior to the grant of such rights, from the date of grant of such related stock option to the date of exercise, may be granted from time to time to such officers and other key employees of the Company and its subsidiaries as may be selected by the Committee.

(b) Terms of Grant. Such rights may be granted in tandem with or by reference to a related stock option, in which event the grantee may elect to exercise either the stock option or the right, but not both, as to the shares subject to the stock option and the right, or the right may be granted independently of a stock option. Rights granted in tandem with or by reference to a related stock option shall, except as provided at the time of grant, be exercisable to the extent, and only to the extent, that the related option is exercisable, provided that no such right (except in the case of death or physical or mental incapacity) shall be exercisable prior to the expiration of six months following the date the right is granted. Rights granted independently of a stock option shall be exercisable in whole or in such installments and at such times as may be determined by the Committee, provided that no right (except in the case of death or physical or mental incapacity) shall be exercisable less than six months or more than ten years after the date of grant. Further, in the event that any employee to whom rights are granted independently of a stock option ceases to be an employee of the Company and its subsidiaries, such rights shall be exercisable only to the extent and upon the conditions that stock options are exercisable in accordance with the provisions of paragraph (d) of Section 6 of the Plan. The Committee may at the time of the grant or at any time thereafter impose such additional terms and conditions on the exercise of stock appreciation rights as it deems necessary or desirable for any reason, including for compliance with Section 16(a) or Section 16(b) of the Exchange Act and the rules and regulations thereunder.

(c) Payment on Exercise. Upon exercise of a stock appreciation right, the holder shall be paid the excess of the then fair market value of the number of shares of Common Stock to which the right relates over the fair market value of such number of shares at the date of grant of the right or of the related stock option, as the case may be. Such excess shall be paid in cash or in shares of Common Stock having a fair market value equal to such excess, or in such combination thereof, as may be provided in the grant of such right (which may permit the holder to elect between cash and Common Stock or to elect a combination thereof), or, if no such provision is made in the grant, as the Committee shall determine upon exercise of the right, provided, in any event, that the holder shall be paid cash in lieu of any fractional share of Common Stock to which such holder would otherwise be entitled.

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(d) Additional Terms and Conditions. The agreement or instrument evidencing the grant of stock appreciation rights may contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Committee in its sole discretion.

8. Restricted Stock Awards.

Subject to the terms of the Plan, restricted stock awards consisting of shares of Common Stock may be made from time to time to such officers and other key employees of the Company and its subsidiaries as may be selected by the Committee, provided that any such employee (except an employee whose terms of employment include the granting of a restricted stock award) shall have been employed by the Company or any of its subsidiaries for at least six months. Such awards shall be contingent on the employee’s continuing employment with the Company or its subsidiaries for a period to be specified in the award, which (except in the case of death or physical or mental incapacity) shall not be less than six months or more than ten years from the date of award, and shall be subject to such additional terms and conditions as the Committee in its sole discretion deems appropriate, including, but not by way of limitation, restrictions on the sale or other disposition of such shares during the restriction period. Except as otherwise determined by the Committee at the time of the award, the holder of a restricted stock award shall have the right to vote the restricted shares and to receive dividends thereon, unless and until such shares are forfeited.

9. Performance Awards.

(a) Awards. Performance awards consisting of (i) shares of Common Stock, (ii) monetary units or (iii) units which are expressed in terms of shares of Common Stock may be made from time to time to such officers and other key employees of the Company and its subsidiaries as may be selected by the Committee. Subject to the provisions of Section 12 below, such awards shall be contingent on the achievement over a period of not less than six months or more than ten years of such corporate, division, subsidiary, group or other measures and goals as shall be established by the Committee. Subject to the provisions of Section 12 below, such measures and goals may be revised by the Committee at any time from time to time during the performance period. Except as may otherwise be determined by the Committee at the time of the award or at any time thereafter, a performance award shall terminate if the grantee of the award does not remain continuously in the employ of the Company or its subsidiaries at all times during the applicable performance period.

(b) Rights with Respect to Shares and Share Units. If a performance award consists of shares of Common Stock or units which are expressed in terms of shares of such Common Stock, amounts equal to dividends otherwise payable on a like number of shares may, if the award so provides, be converted into additional such shares (to the extent that shares are then available for issuance under the Plan) or credited as additional units and paid to the participant if and when, and to the extent that, payment is made pursuant to such award.

(c) Payment. Payment of a performance award following the end of the performance period, if such award consists of monetary units or units expressed in terms of shares of Common Stock, may be made in cash, shares of Common Stock, or a combination thereof, as determined by the Committee. Any payment made in Common Stock shall be based on the fair market value of such stock on the payment date.

10. Performance Measures Applicable to Awards to Named Executive Officers.

Unless and until the Committee proposes for stockholder vote a change in the general performance measures set forth in this Section 10, the attainment of which may determine the degree of payout or vesting with respect to awards under the Plan which are designed to qualify for the Performance-Based Exception, the performance measure(s) to be used for purposes of such awards shall be chosen from among the following alternatives: safety (including total injury frequency, lost workday rates or cases, medical treatment cases and fatalities); quality control (including critical product characteristics and defects); cost control (including cost as a percentage of sales); capital structure (including debt and equity levels, debt-to-equity ratios, and debt-to total-capitalization ratios); inventory turnover; customer performance or satisfaction; revenue growth; net income; conformity to cash flow plans; return on investment; and operating profit to operating assets.

The Committee shall have the discretion to establish performance goals based upon the foregoing performance measures and to adjust such goals and the methodology used to measure the determination of the degree of

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attainment of such goals; provided, however, that awards under the Plan that are intended to qualify for the Performance-Based Exception and that are issued to or held by Named Executive Officers may not be adjusted in a manner that increases such award. The Committee shall retain the discretion to adjust such awards in a manner that does not increase such awards. Furthermore, the Committee shall not make any adjustment to awards under the Plan issued to or held by Named Executive Officers that are intended to comply with the Performance-Based Exception if the result of such adjustment would be the disqualification of such award under the Performance-Based Exception.

In the event that applicable laws change to permit the Committee greater discretion to amend or replace the foregoing performance measures applicable to awards to Named Executive Officers without obtaining stockholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining such approval. In addition, in the event that the Committee determines that it is advisable to grant awards under the Plan to Named Executive Officers that may not qualify for the Performance-Based Exception, the Committee may make such grants upon any performance measures it deems appropriate with the understanding that they may not satisfy the requirements of Section 162(m) of the Code.

11. Adjustments for Changes in Capitalization, Etc.

Subject to the provisions of Section 12 herein, in the event of any change in corporate capitalization, such as a stock split, reverse stock split, stock dividend, or a corporate transaction, such as a merger, consolidation, or separation, including a spin-off, or other distribution of stock or property of the Company or its subsidiaries (other than normal cash dividends), any reorganization (whether or not such reorganization comes within the definition of such term in Code Section 368) or any partial or complete liquidation of the Company or its subsidiaries, such adjustment shall be made in the number and class of shares which may be delivered under Section 3 (including the number of shares referred to in the last sentence of the first paragraph of Section 3 and in subparagraph (a) of the second paragraph of Section 3), and in the number and class of and/or price of shares subject to outstanding grants or awards under the Plan, as may be determined to be appropriate and equitable by the Committee, in its sole discretion, to prevent dilution or enlargement of rights; provided, however, that the number of shares subject to any grants or awards under the Plan shall always be a whole number.

12. Effect of Change in Control.

(a) Acceleration of Benefits. Subject to the following sentence and the terms of any agreement evidencing the terms of any award under the Plan, in the event of a “Change in Control” as defined in paragraph (b) of this Section 12, (i) at the election of the holder filed in such form and in such manner and time as the Committee shall provide, the value of all outstanding stock options, stock appreciation rights and restricted stock awards (whether or not then fully exercisable or vested) shall be settled on the basis of the “Change in Control Price” (as defined in paragraph (c) of this Section 12) as of the date the Change in Control occurs, provided, however, that the Committee may provide for the immediate vesting instead of the cashing out of restricted stock awards in such circumstances as it deems appropriate and, provided further, that the form of such settlement shall be determined by the Committee in its sole discretion; and (ii) provided such Change in Control constitutes a change in ownership or change in effective control for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) to the extent required to maintain compliance with Section 409A, all outstanding performance awards shall be cashed out in such manner and in such amount or amounts as determined by the Committee in its sole discretion.

(b) Change in Control. For purposes of this Section 12, a Change in Control means the happening of any of the following:

(i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than (w) the Company and its affiliates (collectively referred to herein as “RTI”), (x) a trustee or other fiduciary holding securities under an employee benefit plan of RTI, (y) an underwriter temporarily holding securities pursuant to an offering of such securities, or (z) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its affiliates) representing 40% or more of the combined voting power of the Company’s then outstanding securities;

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(ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved (“Continuing Directors”), cease for any reason to constitute a majority thereof; provided, however, that no director designated by a person who has entered into an agreement with the Company to effect a transaction described in clauses (i), (iii) or (iv) of this paragraph (b) shall be deemed a Continuing Director for the purposes of this clause (ii) and, provided, further that if any new director assumes office in connection with or as a result of an actual or threatened proxy or other election contest of the Board, then the nomination or election of such new director shall not constitute, or be deemed to constitute, an approval by the Continuing Directors for purposes of this Section 12;

(iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of RTI, at least 60% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires more than 50% of the combined voting power of the Company’s then outstanding securities; or

(iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

A Change in Control shall also be deemed to occur with respect to any Participant for purposes of the Plan if there occurs:

(1) a sale or disposition, directly or indirectly, other than to a person described in subclause (w), (x) or (z) of clause (i) next above, of securities of the Participant’s employer, any direct or indirect parent company of the Participant’s employer or any company that is a subsidiary of the Participant’s employer and is also a significant subsidiary (as defined below) of the Company (the Participant’s employer and such a parent or subsidiary being a “Related Company”), representing 50% or more of the combined voting power of the securities of such Related Company then outstanding;

(2) a merger or consolidation of a Related Company with any other corporation, other than a merger or consolidation which would result in 50% or more of the combined voting power of the surviving company being beneficially owned by a majority owned direct or indirect subsidiary of the Company; or

(3) the sale or disposition of all or substantially all the assets of a Related Company to a person other than a majority owned direct or indirect subsidiary of the Company.

Notwithstanding the foregoing, no Change in Control shall be deemed to have occurred with respect to a Participant for purposes of the Plan if (I) such transaction includes or involves a sale to the public or a distribution to the stockholders of the Company of more than 50% of the voting securities of the Participant’s employer or a direct or indirect parent of the Participant’s employer, and (II) the Participant’s employer or a direct or indirect parent of the Participant’s employer agrees to become a successor to the Company under an individual agreement between the Company and the Participant or the Participant is covered by an agreement providing for benefits upon a change in control of his or her employer following an event described in clauses (1), (2) or (3) next above. For purposes of the Plan, the term “significant subsidiary” has the meaning given to such term under Rule 405 of the Securities Act of 1933, as amended.

(c) Change in Control Price. For purposes of this Section 12, Change in Control Price means:

(i) with respect to a Change in Control by reason of a merger or consolidation of the Company described in paragraph (b)(iii) of this Section 12 in which the consideration per share of Common Stock to be paid for the acquisition of shares of Common Stock specified in the agreement of merger or consolidation is all in cash, the highest such consideration per share;

(ii) with respect to a Change in Control by reason of an acquisition of securities described in paragraph (b)(i) of this Section 12, the highest price per share for any share of the Common Stock paid by any holder of any of the securities representing 40% or more of the combined voting power of the Company giving rise to the Change in Control; and

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(iii) with respect to a Change in Control by reason of a merger or consolidation of the Company (other than a merger or consolidation described in paragraph (b)(iii) of this Section or a change in the composition of the Board of Directors described in paragraph (b)(ii) of this Section 12), or stockholder approval of an agreement or plan described in paragraph (b)(iv) of this Section 12, with respect to awards to the extent vested on or prior to December 31, 2004, the highest price per share of common stock reported on the New York Stock Exchange Composite Transactions (or, if such shares are not traded on the New York Stock Exchange, such other principal market on which such shares are traded) during the sixty (60) day period ending on the date immediately prior to the date such change in control of the Company occurs and, with respect to awards to the extent vesting after December 31, 2004, the price per share of Common Stock reported on the Composite Transactions (or, if such shares are not traded on the New York Stock Exchange, such other principal market on which such shares are traded) on the date immediately prior to the date such Change in Control of the Company occurs, except that the determination of such price may be modified in order to comply with Section 409A and in the case of incentive stock options and stock appreciation rights relating to incentive stock options, the holder may not receive an amount in excess of the maximum amount that will enable such option to continue to qualify as an incentive stock option.

13. Amendment and Termination of Plan.

The Plan may be amended by the Board in any respect, provided that, without stockholder approval, no amendment (other than pursuant to Section 11 of the Plan) shall increase the maximum number of shares available for issuance under the Plan if such action would result in awards under the Plan no longer being exempt under Rule 16b-3 as then in effect. In addition, no amendment may impair the rights of a participant under any stock option, stock appreciation right, restricted stock award or performance award previously granted under the Plan without the consent of such participant, unless required by law. The Plan may also be terminated at any time by the Board. No further grants may be made under the Plan after termination, but termination shall not affect the rights of any participant under, or the authority of the Committee with respect to, any grants or awards made prior to termination.

14. Grant of Substitute Awards.

(a) Substitute Options. In lieu of outstanding options to purchase Inland Steel Industries, Inc. (“ISI”) common stock (“ISI Options”) granted pursuant to the Inland 1995 Incentive Stock Plan, the Inland 1992 Incentive Stock Plan, the Inland 1988 Incentive Stock Plan or the Inland 1984 Incentive Stock Plan (collectively, the “ISI Incentive Plans”) to officers and employees of ISI and its subsidiaries who are or who become officers or employees of the Company or any of its subsidiaries on or after the closing date of the initial public offering of Common Stock and prior to the date on which the Company and its subsidiaries cease to be treated as a single employer with ISI under section 414(b) or (c) of the Code (“Transferred Employees”), such Transferred Employees shall receive a grant of “Substitute Stock Options” under the Plan; provided that the Committee, in its sole discretion, may award Substitute Stock Options to any Transferred Employee with respect to less than all (including none) of his or her outstanding options under the ISI Incentive Plans, in which case the outstanding ISI Options for which no Substitute Stock Options have been granted will remain outstanding. The number of shares of Common Stock subject to any Substitute Stock Option shall bear the same ratio to the number of shares of ISI common stock subject to the corresponding ISI Option as the Average Value (as defined below) of a share of ISI common stock bears to the Average Value of a share of Common Stock. The per share option price of Common Stock subject to the Substitute Stock Option shall be equal to the amount which bears the same ratio to the Average Value of a share of Common Stock as the per share option price of ISI common stock under the ISI Option bears to the Average Value of a share of ISI common stock. Other than the option price and number of shares, the Substitute Stock Options shall be subject to the same terms and conditions as the ISI Options. The term “Average Value” means the average closing price of Common Stock or ISI common stock, as applicable, as reported, in the case of Common Stock, on the New York Stock Exchange Composite Transactions (the “Composite Transactions”) (or, if such shares are not traded on the New York Stock Exchange, such other principal market on which such shares are traded) for the first ten trading days after the date of the substitution.

(b) Substitute Restricted Stock. In lieu of outstanding shares of restricted ISI common stock (“ISI Restricted Stock”) granted pursuant to the ISI Incentive Plans to Transferred Employees, such Transferred Employees shall receive a grant of “Substitute Restricted Stock” under the Plan; provided that the Committee, in its sole discretion, may award Substitute Restricted Stock to any Transferred Employee with respect to less than all (including none) of his or her outstanding restricted stock under the ISI Incentive Plans, in which case the outstanding ISI Restricted Stock for

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which no Substitute Restricted Stock has been granted will remain outstanding. The number of shares of Substitute Restricted Stock shall bear the same ratio to the number of shares of ISI Restricted Stock as the Average Value of a share of ISI common stock bears to the Average Value of a share of Common Stock. Other than the number of shares, the Substitute Restricted Stock shall be subject to the same terms and conditions as the ISI Restricted Stock.

15. Miscellaneous.

(a) No Right to a Grant. Neither the adoption of the Plan nor any action of the Board or of the Committee shall be deemed to give any employee any right to be selected as a participant or to be granted a stock option, stock appreciation right, restricted stock award or performance award.

(b) Rights as Stockholders. No person shall have any rights as a stockholder of the Company with respect to any shares covered by a stock option, stock appreciation right, or performance award until the date of the issuance of a stock certificate to such person pursuant to such stock option, right or award.

(c) Employment. Nothing contained in this Plan shall be deemed to confer upon any employee any right of continued employment with the Company or any of its subsidiaries or to limit or diminish in any way the right of the Company or any such subsidiary to terminate his or her employment at any time with or without cause.

(d) Taxes. The Company shall be entitled to deduct from any payment under the Plan the amount of any tax required by law to be withheld with respect to such payment or may require any participant to pay such amount to the Company prior to and as a condition of making such payment. In addition, the Committee may, in its discretion and subject to such rules as it may adopt from time to time, permit a participant to elect to have the Company withhold from any payment under the Plan (or to have the Company accept from the participant), for tax withholding purposes, shares of Common Stock, valued at their fair market value, but in no event shall the fair market value of the number of shares so withheld (or accepted) exceed the amount necessary to meet the maximum Federal, state and local marginal tax rates then in effect that are applicable to the participant and to the particular transaction.

(e) Nontransferability. Except as permitted by the Committee, no stock option, stock appreciation right, restricted stock award or performance award shall be transferable except by will or the laws of descent and distribution, and, during the holder’s lifetime, stock options and stock appreciation rights shall be exercisable only by, and shares subject to restricted stock awards and payments pursuant to performance awards shall be delivered or made only to, such holder or such holder’s duly appointed legal representative.

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EX-10.3(E)

EXHIBIT 10.3(e)

RYERSON 1995 INCENTIVE STOCK PLAN

(as amended through March 10, 2007)

1. Purpose.

The purpose of the Ryerson 1995 Incentive Stock Plan (the “Plan”) is to attract and retain outstanding individuals as officers and key employees of Ryerson Inc. (the “Company”) and its subsidiaries, and to furnish incentives to such individuals through rewards based upon the ownership and performance of the common stock of the Company. To this end, the Committee hereinafter designated may grant stock options, stock appreciation rights, restricted stock awards, and performance awards, or combinations thereof, to officers and other key employees of the Company and its subsidiaries, on the terms and subject to the conditions set forth in this Plan.

2. Participants.

Participants in the Plan shall consist of such officers and other key employees of the Company and its subsidiaries as the Committee in its sole discretion may select from time to time to receive stock options, stock appreciation rights, restricted stock awards or performance awards, either singly or in combination, as the Committee may determine in its sole discretion. Any director of the Company or any of its subsidiaries who is not also an employee of the Company or any of its subsidiaries shall not be eligible to receive stock options, stock appreciation rights, restricted stock awards or performance awards under the Plan. As used in the Plan, the term “subsidiary” means (a) any corporation of which the Company owns or controls, directly or indirectly, 50% or more of the outstanding shares of capital stock entitled to vote for the election of directors or (b) any partnership, joint venture, or other business entity in respect of which the Company, directly or indirectly, has comparable ownership or control.

3. Shares Reserved under the Plan.

Subject to adjustment pursuant to the provisions of Section 11 of the Plan, the maximum number of shares of common stock, $1.00 par value per share, of the Company which may be issued pursuant to grants or awards made under the Plan shall not exceed 2,000,000, plus such number of shares as shall have been authorized for issuance pursuant to the Ryerson 1992 Incentive Stock Plan (heretofore approved by stockholders) that shall not have been or be issued pursuant to such plan. No more than 700,000 shares (including those which have not been or are not issued pursuant to the Ryerson 1992 Incentive Stock Plan) shall be issued pursuant to restricted stock awards and performance awards under the Plan.

The following restrictions shall apply to all grants and awards under the Plan other than grants and awards which by their terms are not intended to comply with the “Performance Based Exception” (defined below in this Section 3):

(a) the maximum aggregate number of shares that may be granted or awarded under the Plan in any fiscal year of the Company to any participant under the Plan shall be three hundred thousand (300,000); and

(b) the maximum aggregate cash payout with respect to grants or awards under the Plan in any fiscal year of the Company to any Named Executive Officer (defined below in this Section 3) shall be one million dollars ($1,000,000).

For purposes of the Plan, “Named Executive Officer” shall mean a participant who is one of the group of “covered employees” as defined in the regulations promulgated under Internal Revenue Code Section 162(m) or any successor statute (“Section 162(m)”), and “Performance-Based Exception” shall mean the performance-based exception from the deductibility limitations as each is set forth in Section 162(m). Except to the extent otherwise determined by the Committee, any shares subject to grant or award under the Plan that terminate by expiration, cancellation or otherwise without the issuance of such shares (including shares underlying a stock appreciation right exercised for stock, to the extent that such underlying shares are not issued), that are settled in cash (to the extent so settled), or, in the case of restricted stock awards, that terminate without vesting, shall become available for future grants and awards under the Plan. Shares of common stock to be issued pursuant to grants or awards under the Plan may be authorized and unissued shares of common stock, treasury common stock, or any combination thereof.

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4. Administration of the Plan.

The Plan shall be administered by the Compensation Committee (the “Committee”) of the Board of Directors of the Company. To the extent necessary to comply with rules and regulations issued under the Securities Exchange Act of 1934, no member of the Committee shall be eligible to receive any grant, or shall have been eligible to receive any grant for at least one year prior to becoming a member, under the Plan or any other discretionary stock option, stock appreciation rights or other incentive stock plan for employees of the Company or any subsidiary of the Company. Subject to the provisions of the Plan, the Committee shall have authority (i) to determine which employees of the Company and its subsidiaries shall be eligible for participation in the Plan; (ii) to select employees to receive grants under the Plan; (iii) to determine the form of grant, whether as a stock option, stock appreciation right, restricted stock award, performance award or a combination thereof, the number of shares or units subject to the grant, the time and conditions of exercise or vesting, the fair market value of the common stock of the Company for purposes of the Plan, and all other terms and conditions of any grant and to amend such awards or accelerate the time of exercise or vesting thereof; and (iv) to prescribe the form of agreement, certificate or other instrument evidencing the grant. The Committee shall also have authority to interpret the Plan and to establish, amend and rescind rules and regulations for the administration of the Plan, and all such interpretations, rules and regulations shall be conclusive and binding on all persons.

5. Effective Date of Plan.

The Plan shall be submitted to the stockholders of the Company for approval at the annual meeting to be held on May 24, 1995, or any adjournment thereof, and, if approved by the stockholders, shall be deemed to have become effective on the date of such approval.

6. Stock Options.

(a) Grants. Subject to the terms of the Plan, options to purchase shares of common stock of the Company, including “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), may be granted from time to time to such officers and other key employees of the Company and its subsidiaries as may be selected by the Committee. Each grant of an option under the Plan may designate whether the option is intended to be an incentive stock option or a “nonqualified” stock option. Any option not so designated shall be deemed to be a “nonqualified” stock option.

(b) Terms of Options. An option shall be exercisable in whole or in such installments and at such times as may be determined by the Committee in its sole discretion, provided that no option shall be exercisable less than six months or more than ten years after the date of grant. The per share option price shall not be less than the greater of par value or 100% of the fair market value of a share of common stock of the Company on the date the option is granted. Upon exercise, the option price may be paid in cash, in shares of common stock of the Company having a fair market value equal to the option price (provided that such shares have been held for at least six months prior to their tender to pay the option price), or in a combination thereof. The Committee may also allow the cashless exercise of options by holders thereof, as permitted under regulations promulgated by the Board of Governors of the Federal Reserve System, subject to any applicable restrictions necessary to comply with rules adopted by the Securities and Exchange Commission, and the exercise of options by holders thereof by any other means that the Committee determines to be consistent with the Plan’s purpose and applicable law, including loans, with or without interest, made by the Company to the holder thereof.

(c) Restrictions Relating to Incentive Stock Options. To the extent required by the Code, the aggregate fair market value (determined as of the time the option is granted) of the common stock of the Company with respect to which incentive stock options are exercisable for the first time by an employee during any calendar year (under the Plan or any other plan of the Company or any of its subsidiaries) shall not exceed $100,000.

(d) Termination of Employment. If an optionee ceases to be employed by the Company or any of its subsidiaries by reason of (i) death, (ii) physical or mental incapacity, (iii) retirement on or after the normal retirement date provided for in and pursuant to any pension plan of the Company or any subsidiary of the Company in effect at the time of such retirement, or (iv) early retirement (with the consent of the Committee) provided for in and pursuant to any such pension plan, any option held by such optionee may be exercised, with respect to all or any part of the common stock of the Company as to which such option was not theretofore exercised (whether or not such option was otherwise then exercisable), for such period from and after the date of such cessation of employment (not extending,

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however, beyond the date of expiration of such option) as the Committee may determine at the time of the grant or at any time thereafter. If an optionee ceases to be employed by the Company and any of its subsidiaries for any reason other than a reason set forth in the immediately preceding sentence, any option granted to such optionee may be exercised for a period ending on the 30th day following the date of such cessation of employment or the date of expiration of such option, whichever first occurs, but only with respect to that number of shares of common stock for which such option was exercisable immediately prior to the date of cessation of employment, except as otherwise determined by the Committee at the time of grant or at any time thereafter.

(e) Additional Terms and Conditions. The agreement or instrument evidencing the grant of a stock option may contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Committee in its sole discretion.

7. Stock Appreciation Rights.

(a) Grants. Subject to the terms of the Plan, rights entitling the grantee to receive cash or shares of common stock of the Company having a fair market value equal to the appreciation in market value of a stated number of shares of such common stock from the date of the grant to the date of exercise, or, in the case of rights granted in tandem with or by reference to a stock option granted prior to the grant of such rights, from the date of grant of such related stock option to the date of exercise, may be granted from time to time to such officers and other key employees of the Company and its subsidiaries as may be selected by the Committee.

(b) Terms of Grant. Such rights may be granted in tandem with or by reference to a related stock option, in which event the grantee may elect to exercise either the stock option or the right, but not both, as to the shares subject to the stock option and the right, or the right may be granted independently of a stock option. Rights granted in tandem with or by reference to a related stock option shall be exercisable to the extent, and only to the extent, that the related option is exercisable, provided that no such right (except in the case of death or physical or mental incapacity) shall be exercisable prior to the expiration of six months following the date the right is granted. Rights granted independently of a stock option shall be exercisable in whole or in such installments and at such times as may be determined by the Committee, provided that no right shall be exercisable less than six months or more than ten years after the date of grant. Further, in the event that any employee to whom rights are granted independently of a stock option ceases to be an employee of the Company and its subsidiaries, such rights shall be exercisable only to the extent and upon the conditions that stock options are exercisable in accordance with the provisions of paragraph (d) of Section 6 of the Plan. The Committee may at the time of grant or at any time thereafter impose such additional terms and conditions on the exercise of stock appreciation rights as it deems necessary or desirable for any reason, including for compliance with Section 16(a) or Section 16(b) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

(c) Payment on Exercise. Upon exercise of a stock appreciation right, the holder shall be paid the excess of the then fair market value of the number of shares of common stock of the Company to which the right relates over the fair market value of such number of shares at the date of grant of the right or of the related stock option, as the case may be. Such excess shall be paid in cash or in shares of common stock having a fair market value equal to such excess, or in such combination thereof, as may be provided in the grant of such right (which may permit the holder to elect between cash and common stock or to elect a combination thereof), or, if no such provision is made in the grant, as the Committee shall determine upon exercise of the right, provided, in any event, that the holder shall be paid cash in lieu of any fractional share of common stock to which such holder would otherwise be entitled.

(d) Additional Terms and Conditions. The agreement or instrument evidencing the grant of stock appreciation rights may contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Committee in its sole discretion.

8. Restricted Stock Awards.

Subject to the terms of the Plan, restricted stock awards consisting of shares of common stock of the Company may be made from time to time to such officers and other key employees of the Company and its subsidiaries as may be selected by the Committee, provided that any such employee (except an employee whose terms of employment include the granting of a restricted stock award) shall have been employed by the Company or any of its subsidiaries for at least six months. Such awards shall be contingent on the employee’s continuing employment with the Company or its subsidiaries for a period to be specified in the award, which shall not be less than six months or

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more than ten years from the date of award, and shall be subject to such additional terms and conditions as the Committee in its sole discretion deems appropriate, including, but not by way of limitation, restrictions on the sale or other disposition of such shares during the restriction period. Except as otherwise determined by the Committee at the time of the award, the holder of a restricted stock award shall have the right to vote the restricted shares and to receive dividends thereon, unless and until such shares are forfeited.

9. Performance Awards.

(a) Awards. Performance awards consisting of (i) shares of common stock of the Company, (ii) monetary units or (iii) units which are expressed in terms of shares of common stock of the Company may be made from time to time to such officers and other key employees of the Company and its subsidiaries as may be selected by the Committee. Subject to the provisions of Section 10 below, such awards shall be contingent on the achievement over a period of not less than six months or more than ten years of such corporate, division, subsidiary, group or other measures and goals as shall be established by the Committee. Subject to the provisions of Section 10 below, such measures and goals may be revised by the Committee at any time and from time to time during the performance period. Except as may otherwise be determined by the Committee at the time of the award or at any time thereafter, a performance award shall terminate if the grantee of the award does not remain continuously in the employ of the Company or its subsidiaries at all times during the applicable performance period.

(b) Rights with Respect to Shares and Share Units. If a performance award consists of shares of common stock of the Company or units which are expressed in terms of shares of such common stock, amounts equal to dividends otherwise payable on a like number of shares may, if the award so provides, be converted into additional such shares (to the extent that shares are then available for issuance under the Plan) or credited as additional units and paid to the participant if and when, and to the extent that, payment is made pursuant to such award.

(c) Payment. Payment of a performance award following the end of the performance period, if such award consists of monetary units or units expressed in terms of shares of common stock of the Company, may be made in cash, shares of common stock, or a combination thereof, as determined by the Committee. Any payment made in common stock shall be based on the fair market value of such stock on the payment date.

10. Performance Measures Applicable to Awards to Named Executive Officers

Unless and until the Committee proposes for stockholder vote a change in the general performance measures set forth in this Section 10 the attainment of which may determine the degree of payout or vesting with respect to awards under the Plan which are designed to qualify for the Performance-Based Exception, the performance measure(s) to be used for purposes of such awards shall be chosen from among the following alternatives: safety (including total injury frequency, lost workday rates or cases, medical treatment cases and fatalities); quality control (including critical product characteristics, yield and defects); cost control (including cost as a percentage of sales); capital structure (including debt and equity levels, debt-to-equity ratios, and debt-to total-capitalization ratios); inventory turnover; customer performance or satisfaction; revenue growth; net income; conformity to cash flow plans; return on investment; and operating profit to operating assets.

The Committee shall have the discretion to establish performance goals based upon the foregoing performance measures and to adjust such goals and the methodology used to measure the determination of the degree of attainment of such goals; provided, however, that awards under the Plan that are intended to qualify for the Performance-Based Exception and that are issued to or held by Named Executive Officers may not be adjusted in a manner that increases such award. The Committee shall retain the discretion to adjust such awards in a manner that does not increase such awards. Furthermore, the Committee shall not make any adjustment to awards under the Plan issued to or held by Named Executive Officers that are intended to comply with the Performance-Based Exception if the result of such adjustment would be the disqualification of such award under the Performance-Based Exception.

In the event that applicable laws change to permit the Committee greater discretion to amend or replace the foregoing performance measures applicable to awards to Named Executive Officers without obtaining stockholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining such approval. In addition, in the event that the Committee determines that it is advisable to grant awards under the Plan to Named Executive Officers that may not qualify for the Performance-Based Exception, the Committee may make such grants upon any performance measures it deems appropriate with the understanding that they may not satisfy the requirements of Section 162(m).

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11. Adjustments for Changes in Capitalization, Etc.

Subject to the provisions of Section 12 herein, in the event of any change in corporate capitalization, such as stock split, or a corporate transaction, such as a merger, consolidation, or separation, including a spin-off, or other distribution of stock or property of the Company or its subsidiaries (other than normal cash dividends), any reorganization (whether or not such reorganization comes within the definition of such term in Code Section 368) or any partial or complete liquidation of the Company or its subsidiaries, such adjustment shall be made in the number and class of shares which may be delivered under Section 3, and in the number and class of and/or price of shares subject to outstanding grants or awards under the Plan, as may be determined to be appropriate and equitable by the Committee, in its sole discretion, to prevent dilution or enlargement of rights; provided, however, that the number of shares subject to any grants or awards under the Plan shall always be a whole number.

12. Effect of Change in Control.

(a) Acceleration of Benefits. Subject to the following sentence and the terms of any agreement evidencing the terms of any award under the Plan, in the event of a “Change in Control” as defined in paragraph (b) of this Section 12, (i) at the election of the holder filed in such form and in such manner and time as the Committee shall provide, the value of all outstanding stock options, stock appreciation rights and restricted stock awards (whether or not then fully exercisable or vested) shall be settled on the basis of the “Change in Control Price” (as defined in paragraph (c) of this Section 12) as of the date the Change in Control occurs, provided, however, that the Committee may provide for the immediate vesting instead of the cashing out of restricted stock awards in such circumstances as it deems appropriate and, provided further, that the form of such settlement shall be determined by the Committee in its sole discretion; and (ii) provided such Change in Control constitutes a change in ownership or change in effective control for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) to the extent required to maintain compliance with Section 409A, all outstanding performance awards shall be cashed out in such manner and in such amount or amounts as determined by the Committee in its sole discretion.

(b) Change in Control. For purposes of this Section 12, a Change in Control means the happening of any of the following:

(i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than (w) the Company, (x) a trustee or other fiduciary holding securities under an employee benefit plan of the Company, (y) an underwriter temporarily holding securities pursuant to an offering of such securities, or (z) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of voting securities of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its affiliates) representing 20% or more of the combined voting power of the Company’s then outstanding securities;

(ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved (“Continuing Directors”) cease for any reason to constitute a majority thereof; provided, however, that no director designated by a person who has entered into an agreement with the Company to effect a transaction described in clauses (i), (iii) or (iv) of this paragraph (b) shall be deemed a Continuing Director for the purposes of this clause (ii) and, provided, further that if any new director assumes office in connection with or as a result of an actual or threatened proxy or other election contest of the Board, then the nomination or election of such new director shall not constitute, or be deemed to constitute, an approval by the Continuing Directors for purposes of this Section 12;

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(iii) there occurs a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, at least 60% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires more than 50% of the combined voting power of the Company’s then outstanding securities; or

(iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

A Change in Control shall also be deemed to occur with respect to any Participant for purposes of the Plan if there occurs:

(1) a sale or disposition, directly or indirectly, other than to a person described in subclause (w), (x) or (z) of clause (i) next above, of securities of the Participant’s employer, any direct or indirect parent company of the Participant’s employer or any company that is a subsidiary of the Participant’s employer and is also a significant subsidiary (as defined below) of the Company (the Participant’s employer and such a parent or subsidiary being a “Related Company”), representing 50% or more of the combined voting power of the securities of such Related Company then outstanding;

(2) a merger or consolidation of a Related Company with any other corporation, other than a merger or consolidation which would result in 50% or more of the combined voting power of the surviving company being beneficially owned by a majority owned direct or indirect subsidiary of the Company; or

(3) the sale or disposition of all or substantially all the assets of a Related Company to a person other than a majority owned direct or indirect subsidiary of the Company.

Notwithstanding the foregoing, no Change in Control shall be deemed to have occurred with respect to a Participant for purposes of the Plan if (I) such transaction includes or involves a sale to the public or a distribution to the stockholders of the Company of more than 50% of the voting securities of the Participant’s employer or a direct or indirect parent of the Participant’s employer, and (II) the Participant’s employer or a direct or indirect parent of the Participant’s employer agrees to become a successor to the Company under an individual agreement between the Company and the Participant or the Participant is covered by an agreement providing for benefits upon a change in control of his or her employer following an event described clauses (1), (2) or (3) next above. For purposes of the Plan, the term “significant subsidiary” has the meaning given to such term under Rule 405 of the Securities Act of 1933, as amended.

(c) Change in Control Price. For purposes of this Section 12, Change in Control Price means (i) with respect to a Change in Control by reason of a merger or consolidation of the Company described in paragraph (b)(iii) of this Section 12 in which the consideration per share of the Company’s common stock to be paid for the acquisition of shares of common stock specified in the agreement of merger or consolidation is all in cash, the highest such consideration per share, (ii) with respect to a Change in Control by reason of an acquisition of securities described in paragraph (b)(i) of this Section 12, the highest price per share for any share of the Company’s common stock paid by any holder of any of the securities representing 40% or more of the combined voting power of the Company giving rise to the Change in Control, and (iii) with respect to a Change in Control by reason of a merger or consolidation of the Company (other than a merger or consolidation described in paragraph (b)(iii) of this Section 12), stockholder approval of an agreement or plan described in paragraph (b)(iv) of this Section 12 or a change in the composition of the Board of Directors described in paragraph (b)(ii) of this Section 12, with respect to awards to the extent vested on or prior to December 31, 2004, the highest price per share of common stock reported on the New York Stock Exchange Composite Transactions (or, if such shares are not traded on the New York Stock

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Exchange, such other principal market on which such shares are traded) during the sixty (60) day period ending on the date immediately prior to the date such change in control of the Company occurs and, with respect to awards to the extent vesting after December 31, 2004, the price per share of common stock reported on the New York Stock Exchange Composite Transactions (or, if such shares are not traded on the New York Stock Exchange, such other principal market on which such shares are traded) on the date immediately prior to the date such Change in Control of the Company occurs, except that the determination of such price may be modified in order to comply with Section 409A and in the case of incentive stock options and stock appreciation rights relating to incentive stock options, the holder may not receive an amount in excess of the maximum amount that will enable such option to continue to qualify as an incentive stock option.

13. Amendment and Termination of Plan.

The Plan may be amended by the Board of Directors of the Company in any respect, provided that, without stockholder approval, no amendment (other than pursuant to Section 11 of the Plan) shall increase the maximum number of shares available for issuance under the Plan. In addition, no amendment may impair the rights of a participant under any stock option, stock appreciation right, restricted stock award or performance award previously granted under the Plan without the consent of such participant, unless required by law. The Plan may also be terminated at any time by the Board of Directors. No further grants may be made under the Plan after termination, but termination shall not affect the rights of any participant under, or the authority of the Committee with respect to, any grants or awards made prior to termination.

14. Prior Plan.

Upon the effectiveness of this Plan, no further grants shall be made under the Ryerson 1992 Incentive Stock Plan. The discontinuance of the Ryerson 1992 Incentive Stock Plan shall not affect the rights of any participant under, or the authority of the Committee (therein referred to) with respect to, any grants or awards made thereunder prior to such discontinuance.

15. Miscellaneous.

(a) No Right to a Grant. Neither the adoption of the Plan nor any action of the Board of Directors or of the Committee shall be deemed to give any employee any right to be selected as a participant or to be granted a stock option, stock appreciation right, restricted stock award or performance award.

(b) Rights as Stockholders. No person shall have any rights as a stockholder of the Company with respect to any shares covered by a stock option, stock appreciation right, or performance award until the date of the issuance of a stock certificate to such person pursuant to such stock option, right or award.

(c) Employment. Nothing contained in this Plan shall be deemed to confer upon any employee any right of continued employment with the Company or any of its subsidiaries or to limit or diminish in any way the right of the Company or any such subsidiary to terminate his or her employment at any time with or without cause.

(d) Taxes. The Company shall be entitled to deduct from any payment under the Plan the amount of any tax required by law to be withheld with respect to such payment or may require any participant to pay such amount to the Company prior to and as a condition of making such payment. In addition, the Committee may, in its discretion and subject to such rules as it may adopt from time to time, permit a participant to elect to have the Company withhold from any payment under the Plan (or to have the Company accept from the participant), for tax withholding purposes, shares of common stock of the Company, valued at their fair market value, but in no event shall the fair market value of the number of shares so withheld (or accepted) exceed the amount necessary to meet the maximum Federal, state and local marginal tax rates then in effect that are applicable to the participant and to the particular transaction.

(e) Nontransferability. Except as permitted by the Committee, no stock option, stock appreciation right, restricted stock award or performance award shall be transferable except by will or the laws of descent and distribution, and, during the holder’s lifetime, stock options and stock appreciation rights shall be exercisable only by, and shares subject to restricted stock awards and payments pursuant to performance awards shall be delivered or made only to, such holder or such holder’s duly appointed legal representative.

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EX-10.3(F)-1

EXHIBIT 10.3(f)-1

RYERSON

DIRECTORS’ COMPENSATION PLAN

(As amended through November 28, 2006)

SECTION 1

General

1.1 Purpose and Effective Date. The Ryerson Directors’ Compensation Plan (the “Plan”) has been established by Ryerson Inc. (the “Company”) to provide alternative methods of compensating those directors of the Company who do not otherwise receive compensation as employees of the Company or its affiliates in order to aid the Company in attracting and retaining as directors persons whose abilities, experience and judgment can contribute to the continued progress of the Company, and to facilitate the directors’ ability to acquire a proprietary interest in the Company through the acquisition of the Company’s common stock, $1.00 par value per share (“Stock”). The provisions of the Plan as set forth herein constitute an amendment, restatement and continuation of the Plan, and an amendment, restatement and continuation of the Ryerson Directors’ 1999 Stock Option Plan (the “Option Plan”) and the combination thereof, each as in effect immediately prior to January 22, 2003, the “Effective Date” hereof.

1.2 Participation. Only Non-Employee Directors of the Company shall be eligible to participate in the Plan. As of any applicable date, a “Non-Employee Director” is a person who is serving as a director of the Company who is not an employee of the Company or any affiliate of the Company as of that date.

1.3 Administration. The authority to manage and control the operation and administration of the Plan shall be vested in a committee of the Board of Directors of the Company (the “Board”) which committee (the “Committee”) shall have such authorities as delegated to it from time to time by the Board. Subject to the limitations of the Plan and any limitations on authorities imposed on the Committee by the Board, the Committee shall have the sole and complete authority to:

(a) interpret the Plan and to adopt, amend and rescind administrative guidelines and other rules and regulations relating to the Plan;

(b) correct any defect or omission and reconcile any inconsistency in the Plan or in any payment made hereunder; and

(c) make all other determinations and take all other actions necessary or advisable for the implementation and administration of the Plan.

The Committee’s determinations on matters within its control shall be conclusive and binding on the Company and all other persons.

1.4 Shares Subject to the Plan. The Stock which shall be available for distribution pursuant to the Plan shall be treasury shares (including, in the discretion of the Company, shares purchased in the open market). The maximum number of shares of Stock to be distributed pursuant to the Plan shall be 461,000, inclusive of the number of shares previously distributed under the Plan and the Option Plan each as in effect immediately prior to the Effective Date; provided, however, that:

(a) in the event of any merger, consolidation, reorganization, recapitalization, spinoff, stock dividend, stock split, reverse stock split, rights offering, exchange or other change in the corporate structure or capitalization of the Company affecting the Stock, the number and kind of shares of Stock available for awards under the Plan shall be equitably adjusted in such manner as the Committee shall determine in its sole judgment;

(b) in determining what adjustment, if any, is appropriate pursuant to paragraph (a), the Committee may rely on the advice of such experts as it deems appropriate, including, but not limited to, counsel, investment bankers and accountants of the Company; and

(c) no fractional shares shall be granted or authorized pursuant to any adjustment in accordance with paragraph (a), although cash payments may be authorized in lieu of fractional shares that may otherwise result from such an equitable adjustment.

(d) in the event of the exercise or termination (by reason of forfeiture, expiration, cancellation, surrender or otherwise) of any award under the Plan, that number of shares of Stock that was subject to the award, but not delivered, shall again be available for awards under the Plan; provided, however, that shares which are surrendered in payment of the Option Price upon the exercise of an Option in accordance with subsection 2.1 shall not again be available for issuance under the Plan.

1.5 Compliance with Applicable Laws. Notwithstanding any other provision of the Plan, the Company shall have no obligation to deliver any shares of Stock under the Plan unless such delivery would comply with all applicable laws and the applicable requirements of any securities exchange or similar entity. Prior to the delivery of any shares of Stock under the Plan, the Company may require a written statement that the recipient is acquiring the shares for investment and not for the purpose or with the intention of distributing the shares. If the redistribution of shares is restricted pursuant to this subsection 1.5, the certificates representing such shares may bear a legend referring to such restrictions.

1.6 Director and Shareholder Status. The Plan will not give any person the right to continue as a director of the Company, or any right or claim to any benefits under the Plan unless such right or claim to any benefits has specifically accrued under the terms of the Plan. Participation in the Plan and any right to accrued benefits shall not create any rights in a director (or any other person) as a shareholder of the Company until shares of Stock are registered in the name of the director (or such other person).

1.7 Definition of Fair Market Value. The “Fair Market Value” of a share of Stock on any date shall be equal to the closing price of a share of Stock reported on the New York Stock Exchange Composite Transactions for the applicable date or, if there are no reported trades for such date, for the last previous date for which trades were reported.

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1.8 Source of Payments. Except for Stock actually delivered pursuant to the Plan, the Plan constitutes only an unfunded, unsecured promise of the Company to make payments or awards to directors (or other persons) or deliver Stock in the future in accordance with the terms of the Plan.

1.9 Nonassignment. Neither a director’s nor any other person’s rights to payments or awards under the Plan are subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the director.

1.10 Elections. Any notice or document required to be filed with the Committee under the Plan will be properly filed if delivered or mailed by registered mail, postage prepaid, to the Committee, in care of the Company, at the Company’s principal executive offices. The Committee may, by advance written notice to affected persons, revise such notice procedure from time to time. Any notice required under the Plan may be waived by the person entitled thereto.

SECTION 2

Payment of Retainer

2.1 Payment of Retainer. Subject to the terms and conditions of the Plan, for each Award Year (as defined below), each individual who is a Non-Employee Director during such Award Year shall be paid an annual retainer in an amount determined from time to time by the Board (the “Retainer”). The term “Award Year” means a twelve-month period beginning as of the first day of the first month following a regular annual meeting of the Company’s shareholders. Each Non-Employee Director shall have his or her Retainer for any Award Year paid in cash (a “Cash Retainer”), shares of restricted Stock (a “Restricted Stock Retainer”), shares of unrestricted stock (a “Stock Retainer”) or options (an “Option Retainer”), or a combination thereof, as determined by the Board from time to time or, to the extent authorized by the Board, as elected by the Non-Employee Director, all in accordance with and subject to the following:

(a) Prior Award Years. Any Retainer for an Award Year commencing prior to the Effective Date which was payable in accordance with Section 2 of the Plan as in effect immediately prior to the Effective Date shall continue to be payable in accordance with the terms thereof.

(b) Cash Retainer. As of the last day of each calendar quarter which includes any calendar month of an Award Year commencing after the Effective Date, each Non-Employee Director shall be paid an amount equal to one-twelfth of his or her annual Cash Retainer for such Award Year multiplied by the number of months of such Award Year occurring in such calendar quarter, excluding any such month in which the individual did not serve as a Non-Employee Director.

(c) Restricted Stock Retainer. As of the first day of any Award Year commencing after the Effective Date, each Non-Employee Director shall be paid his or

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her Restricted Stock Retainer for such Award Year in the form of shares of Stock which are nontransferable and subject to forfeiture until earned as described below (“Restricted Stock”), subject to the following:

(i) In the event that an individual becomes a Non-Employee Director after the first day of an Award Year, the Restricted Stock Retainer payable with respect to such individual shall be paid as of the first day of the month coincident with or immediately following the date on which he or she becomes a Non-Employee Director and the amount of such Restricted Stock Retainer shall be equal to (x) the otherwise applicable annual Restricted Stock Retainer reduced by (y) one-twelfth thereof multiplied by the number of full months of such Award Year, if any, preceding the date on which such individual became a Non-Employee Director.

(ii) The number of shares of Restricted Stock payable to any Non-Employee Director with respect to an Award Year in accordance with the foregoing provisions of this paragraph (c) shall be determined on the basis of the Fair Market Value of a share of Stock on the date as of which such payment is made.

(iii) The shares of Restricted Stock payable to a Non-Employee Director for an Award Year pursuant to this paragraph (c) shall be earned by him or her, and the restrictions on transfer of such shares shall lapse, in quarterly installments on the last day of each calendar quarter, beginning with the last day of the calendar quarter in which the shares of Restricted Stock became payable; provided, however, that any shares of Restricted Stock which are not earned by a Non-Employee Director as of the last day of the calendar quarter in which his or her service as a Non-Employee Director terminates shall be forfeited.

(iv) The number of shares of Restricted Stock for any Award Year which are earned by a Non-Employee Director for any calendar quarter shall be equal to the product of (A) the total number of shares of Restricted Stock awarded to him or her for the Award Year, multiplied by (B) a fraction, the numerator of which is the number of months of such Award Year occurring in such calendar quarter during any portion of which the individual served as a Non-Employee Director, and the denominator of which is twelve; provided, however, that in the case of an individual who first becomes a Non-Employee Director after the first full month of such Award Year, the denominator shall be reduced by the number of full calendar months of such Award Year elapsed prior to the date he or she became a Non-Employee Director. In the event that this subparagraph (iv) results in a fractional share of Restricted Stock being earned as of the last day of a calendar quarter, such fractional share shall be rounded up to a whole share.

(d) Stock Retainer. As of the last day of each calendar quarter which includes any calendar month of an Award Year commencing after the Effective Date, each Non-Employee Director shall be paid an amount in shares of Stock (based on the Fair Market Value of a share of Stock on that date) equal to one-twelfth of his or her annual Stock

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Retainer for such Award Year multiplied by the number of months of such Award Year occurring in such calendar quarter, excluding any such month in which the individual did not serve as a Non-Employee Director. In the event that a fractional share of Stock is payable in accordance with the foregoing sentence as of the last day of any calendar quarter, such fractional share shall be rounded up to a whole share.

(e) Option Retainer. As of the date of each regular annual meeting of the Company’s stockholders, each person who is a Non-Employee Director immediately after such annual meeting shall be paid his or her Option Retainer for the following Award Year in the form of an option to acquire shares of Stock (an “Option”) at an aggregate Option Price (as defined below) having a Black-Scholes value equal to such Option Retainer, subject to the following:

(i) Each individual who first becomes a Non-Employee Director after the date of the Annual Meeting shall be awarded, as of the date the individual becomes a Non-Employee Director, an Option having a Black-Scholes value equal to the otherwise applicable annual Option Retainer, multiplied by a fraction the denominator of which is 12 and the numerator of which is the number of whole calendar months remaining until the date of the next regular annual meeting of the Company’s shareholders; provided, however, that if the individual becomes a Non-Employee Director prior to the 15^th day of any calendar month, the month in which he or she becomes a Non-Employee Director shall be included in the numerator described in this sentence.

(ii) For purposes of the Plan, the Black-Scholes value of an Option shall be determined in the sole discretion of the Board.

(iii) The price at which shares of Stock may be purchased upon the exercise of an Option (the “Option Price”) shall be equal to the greater of (a) the Fair Market Value of a share of Stock as of the date on which the Option is granted, or (b) the par value of a share of Stock on such date.

(iv) Each Option granted to a Non-Employee Director under this subsection 2.1(e) shall be exercisable in whole or in part at such times as may be determined by the Committee at the time of grant; provided, however, that in no event shall an Option be exercisable prior to the day after the six-month anniversary of the date on which the Option was granted or on or after the ten-year anniversary of the date of grant. The full Option Price of each share of Stock purchased upon the exercise of any Option shall be paid at the time of such exercise and, as soon as practicable thereafter, a certificate representing the shares so purchased shall be so delivered to the person entitled thereto. The Option Price shall be payable in cash or in shares of Stock (valued at Fair Market Value as of the day of exercise), including through cashless exercise as permitted under regulations promulgated by the Board of Governors of the Federal Reserve System (subject to any applicable restrictions necessary to comply with section 402 of the Sarbanes-Oxley Act of 2002 or rules adopted by the Securities and Exchange Commission), or in any combination thereof.

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(v) To the extent provided by the Board, an Option may include a tandem stock appreciation right which a Non-Employee Director may exercise in lieu of exercising the Option for one or more shares of Stock, and which will entitle the Non-Employee Director to receive the difference between the Option Price with respect to such shares and the then Fair Market Value of such shares either in cash or in shares of Stock with a Fair Market Value equal to such difference, provided, however, that the Non-Employee Director will be paid cash in lieu of any fractional share to which he or she would otherwise be entitled upon exercise of such stock appreciation right. Notwithstanding the preceding sentence, no stock appreciation right shall be granted under the Plan on or after January 1, 2005, unless such stock appreciation right meets the applicable requirements of paragraphs (2), (3) and (4) of Section 409A(a) of the Internal Revenue code of 1986 as amended (the “Code”).

2.2 Elections as to Form of Payment. To the extent that the Board authorizes Non-Employee Directors to elect to receive all or any portion of their annual Retainer, expressed as a dollar amount, in the form of Restricted Stock, Stock or Options, the number of shares of Restricted Stock or Stock or the number of Options payable with respect to such election shall be determined in accordance with paragraphs 2.1 (c), (d), and (e), respectively. A Non-Employee Director’s election as to the form of payment of his or Retainer shall be valid only if it is in writing, signed by the Non-Employee Director, and with respect to deferred compensation filed with the Committee prior to the beginning of the calendar year for which it is effective in accordance with uniform and nondiscriminatory rules adopted by the Committee. Once effective, a Non-Employee Director’s election pursuant to this subsection 2.2 shall remain in effect for successive calendar years until it is revised or revoked. Any such revision or revocation shall be in writing, signed by the Non-Employee Director and filed with the Committee and shall be effective for the calendar year next following the date on which it is received by the Committee, or such later date specified in such notice.

SECTION 3

Deferrals

3.1 Elective Deferrals. Subject to the terms and conditions of the Plan, each Non-Employee Director may elect to defer the receipt of all or any portion of his or her Cash Retainer or Stock Retainer and Eligible Fees (as defined below) by filing a written “Deferral Election” with the Committee in accordance with uniform and nondiscriminatory rules adopted by the Committee. A Non-Employee Director’s Deferral Election shall specify the portion of his or her Retainer and Eligible Fees to be deferred and the future date as of which distribution of the deferred amounts is to be made in accordance with the terms and conditions of the Plan (the “Distribution Date”). If no Distribution Date is specified in a Non-Employee Director’s Deferral Election, the Distribution Date shall be deemed to be the first business day in January of the year following the date on which (i) in the case of compensation deferred prior to January 1, 2005, the Non-Employee Director ceases to be a director of the Company for any reason, or (ii) in the case of compensation deferred after December 31, 2004, the Non-Employee Director separates from service with the Company within the meaning of Section 409A of the Code. A Non-Employee Director’s Deferral Election shall be effective with respect to the portion of his or her Retainer

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and Eligible Fees otherwise payable to him or her for services rendered after the last day of the calendar year in which such election is filed with the Committee; provided, however, that:

(a) a Deferral Election which is filed within 30 days of the date on which a director first becomes a Non-Employee Director shall be effective with respect to all Eligible Fees and Retainer otherwise payable to him or her after the date of the Deferral Election; and

(b) by notice filed with the Committee in accordance with uniform and nondiscriminatory rules established by it, a Non-Employee Director may terminate or modify any Deferral Election as to his or her Retainer and Eligible Fees payable to him or her for services rendered after the last day of the calendar year in which such notice is filed with the Committee.

For purposes of the Plan, the term “Eligible Fees” means the meeting fees, committee fees and committee chair fees (and does not include any portion of the Retainer) that would otherwise be payable to the Non-Employee Director by the Company as established, from time to time, by the Board or any committee thereof.

3.2 Mandatory Deferrals. The Board may from time to time require that all or any portion of any Retainer be deferred in accordance with uniform nondiscriminatory rules established by it.

3.3 Crediting and Adjustment of Deferred Amounts. The amount of any Retainer and Eligible Fees deferred pursuant to subsection 3.1 or, except as otherwise provided by the Board, subsection 3.2 (“Deferred Compensation”) shall be credited to a bookkeeping account maintained by the Company in the name of the Non-Employee Director (the “Deferred Compensation Account”), which account shall consist of two subaccounts, the “Company Stock Subaccount” and the “Cash Subaccount.” The amount, if any, of the Stock Retainer with respect to which a Non-Employee Director has filed a Deferral Election pursuant to subsection 3.1 or which is deferred pursuant to subsection 3.2 shall be credited to his or her Company Stock Subaccount. Any other Deferred Compensation shall be credited to his or her Cash Subaccount. A Non-Employee Director’s Deferred Compensation Account shall be adjusted as follows:

(a) As of the first day of each calendar quarter (which dates are referred to herein as “Accounting Dates”), the Non-Employee Director’s Cash Subaccount shall be adjusted as follows:

(i) first, the amount of any distributions made since the last preceding Accounting Date and attributable to the Cash Subaccount shall be charged to the Cash Subaccount;

(ii) next, the balance of the Cash Subaccount after adjustment in accordance with subparagraph (i) next above shall be credited with interest since the last preceding Accounting Date computed at the prime rate as reported by Bank One (or its successor) for such date or, if such date is not a business day, for the next preceding business day;

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(iii) finally, after adjustment in accordance with the foregoing provisions of this paragraph (a), the Cash Subaccount shall be credited with the portion of the Deferred Compensation otherwise payable to the Non-Employee Director since the last preceding Accounting Date which is to be credited to the Cash Subaccount.

(b) The Non-Employee Director’s Company Stock Subaccount shall be adjusted as follows:

(i) as of any date on or after the Effective Date on which any portion of a Non-Employee Director’s Retainer would have been payable to the Non-Employee Director in Stock but for deferral in accordance with this Section 3, the Company Stock Subaccount shall be credited with a number of “Stock Units” equal to the number of shares of Stock (including any fractional shares) to which he or she would have been entitled pursuant to subsection 2.1(d);

(ii) as of the date on which shares of Stock are distributed to the Non-Employee Director in accordance with subsection 3.4 below, an equal number of Stock Units will be subtracted from the Company Stock Subaccount; and

(iii) as of the record date for any dividend paid on Stock, the Company Stock Subaccount shall be credited with that number of additional Stock Units which is equal to the number obtained by multiplying the number of Stock Units then credited to the Company Stock Subaccount by the amount of the cash dividend or the fair market value (as determined by the Board) of any dividend in kind payable on a share of Stock, and dividing that product by the then Fair Market Value of a share of Stock.

In the event of any merger, consolidation, reorganization, recapitalization, spinoff, stock split, reverse stock split, rights offering, exchange or other change in the corporate structure or capitalization of the Company affecting the Stock, each Non-Employee Director’s Company Stock Subaccount shall be equitably adjusted in such manner as the Committee shall determine in its sole judgment.

(c) Each Non-Employee Director’s Deferred Compensation Account and each subaccount thereof shall separately reflect the portion of such account or subaccount which is attributable to compensation deferred prior to January 1, 2005, and the portion attributable to compensation deferred after December 31, 2004.

3.4 Payment of Deferred Compensation Account. Except as otherwise provided in this subsection 3.4 or subsection 3.5, the balances credited to the Cash Subaccount and Company Stock Subaccount of a Non-Employee Director’s Deferred Compensation Account shall each be payable to the Non-Employee Director in a lump sum or quarterly installments (over a period not exceeding ten years) as elected by the Non-Employee Director in his or her Deferral Election; provided, however, that if no distribution form was elected by the Non-Employee Director in his or her Deferral Election, payment shall be made in a lump sum. Installment distributions shall commence as of the first day of the first calendar quarter after the Distribution Date and shall

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continue as of the first day of each calendar quarter thereafter for the applicable period. Notwithstanding the foregoing, a Non-Employee Director, by filing a notice with the Committee at least one year prior to the Distribution Date, may elect to change the number of payments to a single payment or to any number of quarterly payments not in excess of forty; provided, however, that with respect to the deferrals made after December 31, 2004, no such election shall be permitted which would (i) accelerate the time or schedule of any payment, except as permitted by regulations promulgated under Section 409A of the Code, or (ii) delay a payment unless the first payment with respect to which such election is made is deferred for a period of not less than five years from the date the payment would otherwise have been made and, if payments would otherwise be made in installments commencing prior to the Non-Employee Director’s separation from service, the election is made at least 12 months prior to the first scheduled installment payment.. Each installment payment shall include a cash portion, if applicable, and a Stock portion, if applicable, as follows:

(a) The cash portion to be paid as of any date determined under the foregoing provisions of this Section 3.4 and charged to the Cash Subaccount shall be equal to the balance of the Cash Subaccount multiplied by a fraction, the numerator of which is one and the denominator of which is the number of remaining payments to be made, including such payment.

(b) The Stock portion to be paid as of any date determined under the foregoing provisions of this Section 3.4 and charged to the Company Stock Subaccount shall be distributed or paid in (i) whole shares of Stock, the number of shares of which shall be determined by rounding to the next lower integer the product obtained by multiplying the number of Stock Units then credited to the Non-Employee Director’s Company Stock Subaccount by a fraction, the numerator of which is one and the denominator of which is the number of remaining payments to be made, including such payment, (ii) cash equal to the Fair Market Value of the Stock that would be distributable under the immediately preceding clause, or (iii) a combination of Stock and cash as elected by the Non-Employee Director by written notice filed with the Company prior to such distribution. The Fair Market Value of any fractional share of Stock remaining after all installment Stock distributions have been made to the Non-Employee Director pursuant to this paragraph (b) shall be paid to the Non-Employee Director in cash.

Notwithstanding the foregoing, the Committee, in its sole discretion, may distribute all balances in any Deferred Compensation Account which are attributable to deferrals made prior to January 1, 2005, to a Non-Employee Director (or former Non-Employee Director) in a lump sum as of any date.

3.5 Payments in the Event of Death. If a Non-Employee Director dies before payment of his or her Deferred Compensation Account is completed, all amounts then credited to his or her Deferred Compensation Account shall be distributed to his or her Beneficiary (as described below), as soon as practicable after his or her death, in a lump sum. Any amounts in the Cash Subaccount shall be distributed in cash and any amounts in the Stock Subaccount shall be distributed in whole shares of Stock determined in accordance with paragraph 3.4(b), and the Fair Market Value of any fractional share of Stock shall be distributed in cash. For purposes of the Plan, the Non-Employee Director’s “Beneficiary” is the person or persons the Non-Employee

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Director designates, which designation shall be in writing, signed by the Non-Employee Director and filed with the Committee prior to the Non-Employee Director’s death. A Beneficiary designation shall be effective when filed with the Committee in accordance with the preceding sentence. If more than one Beneficiary has been designated, the balance in the Non-Employee Director’s Deferred Compensation Account shall be distributed to each such Beneficiary per capita (with cash distributed in lieu of any fractional share of Stock). In the absence of a Beneficiary designation or if no Beneficiary survives the Non-Employee Director, the Beneficiary shall be the Non-Employee Director’s estate.

SECTION 4

Amendment and Termination

While the Company expects and intends to continue the Plan, the Board reserves the right to, at any time and in any way, amend, suspend or terminate the Plan; provided, however, that no amendment, suspension or termination shall:

(a) be made without shareholder approval to the extent such approval is required by law, agreement or the rules of any exchange or automated quotation system upon which the Stock is listed or quoted;

(b) except as provided in subsection 3.3 (relating to lump sum payments of amounts held in a Non-Employee Director’s Deferred Compensation Account) or this Section 4, materially alter or impair the rights of a Non-Employee Director under the Plan without the consent of the Non-Employee Director with respect to rights already accrued hereunder;

(c) make any change that would disqualify the Plan or any other plan of the Company intended to be so qualified from the exemption provided by Rule 16b-3 under the Securities Exchange Act of 1934, as amended; or

(d) make any change which would cause the Plan to fail to meet the requirements of paragraph (2), (3) and (4) of Section 409A(a) of the Code.

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EX-10.4(A)

EXHIBIT 10.4(a)

RYERSON

ANNUAL INCENTIVE PLAN

(As amended through March 10, 2007)

1. Purpose

The purpose of the Ryerson Annual Incentive Plan (the “Plan”) is to promote the interests of Ryerson Inc. (the “Company”) and its stockholders by (i) attracting and retaining salaried employees of outstanding ability; (ii) strengthening the Company’s capability to develop, maintain and direct a competent employee population; (iii) motivating salaried employees, by means of performance-related incentives, to achieve financial rewards; (iv) providing annual incentive compensation opportunities which are competitive with those of other major corporations; and (v) enabling salaried employees to participate in the growth and financial success of the Company. The provisions of the Plan as set forth herein constitute an amendment and restatement of the Plan as in effect immediately prior to January 22, 2003, the “Effective Date” hereof.

2. Definitions

“Affiliate” means any corporation or other entity which is not a Subsidiary but as to which the Company possesses a direct or indirect ownership interest and has power to exercise management control.

“Award” means an amount for an Award Period determined to be payable to a Participant under the Plan.

“Award Period” means such calendar quarters or calendar years as the Committee may establish from time to time with respect to any applicable salary grade designation, to any Corporate Unit or to a combination of these factors.

“Award Schedule” means the schedule to be used for determining Awards as established by the Committee and set forth in the Addendum to the Plan applicable to the Corporate Unit covered thereby.

“Code” means the Internal Revenue Code of 1986, as amended.

“Committee” means the Compensation Committee of the Board of Directors of the Company.

“Corporate Unit” means the Company, Ryerson Heartland, Ryerson Pacific, Ryerson Chicago, Ryerson North, Ryerson Great Lakes, Ryerson South, Ryerson Coil Processing, Ryerson Canada/New England, Customer Solutions Team, and any Affiliate, other Subsidiary or any division or group of the Company or any Subsidiary designated as a Corporate Unit from time to time by the Committee of the Company.

“Employee” means an employee eligible to be designated as a Participant in the Plan.

“Named Executive Officer” means a Participant who is one of the group of “covered employees” as defined in the regulations promulgated under Section 162(m) of the Code.

“Participant” means an Employee who is designated by the Committee to be eligible to receive an Award under the Plan.

“Performance-Based Exception” means the performance-based exception from the deductibility limitations as set forth in Section 162(m) of the Code.

“Subsidiary” means any corporation in which the Company possesses directly or indirectly more than fifty percent (50%) of the total combined voting power of all classes of its stock.

“Target Award” means the percentage of a Participant’s base salary earnings or base annual salary for an Award Period as established by the Committee pursuant to paragraph 6 of the Plan and set forth in the Addendum to the Plan applicable to the Corporate Unit in which such Participant is employed.

“Threshold” means the minimum financial performance (established by the Committee and set forth in the Addendum to the Plan applicable to such Corporate Unit) required by a Corporate Unit before an Award may be paid to a Participant employed in such Corporate Unit.

3. Administration

The Plan shall be administered by the Committee. No member of the Committee shall be eligible to receive an Award while serving on the Committee. The Committee shall have the authority to interpret the Plan and to establish, amend and rescind rules and regulations for the administration of the Plan, and all such interpretations, rules and regulations shall be conclusive and binding on all persons. In addition, the Committee may delegate to one or more senior executive officers of the Company the right to administer the Plan as it pertains to employees who are not officers of the Company or of any other Corporate Unit. Subject to the provisions of paragraph 7 hereof, the Committee may impose such conditions on participation in and Awards under the Plan as it deems appropriate.

4. Eligibility

Except as otherwise provided by the Committee and subject to paragraph 9 hereof, all full-time salaried employees of a Corporate Unit as of the first day and the last day of an Award Period are eligible to be designated as Participants in the Plan for such Award Period; provided, however, that, with respect to Award Periods that extend for at least one year, individuals who are full-time salaried employees of a Corporate Unit on August 1 of the first year of the Award Period and the last day of the Award Period shall also be eligible to be designated as Participants in the Plan for such Award Period. Notwithstanding the foregoing, the Committee may adopt criteria restricting the number of full-time salaried employees of a Corporate Unit eligible to be designated as Participants in the Plan for any Award Period, which criteria shall be set forth in the Addendum to the Plan applicable to such Corporate Unit.

5. Designation of Participants

The Committee shall determine and designate from time to time those Employees who shall be Participants. The designation of an Employee as a Participant in the Plan for any Award period shall not bestow upon such Employee any right to receive an Award for such Award Period or the right to be designated as a Participant for any subsequent Award Period.

6. Individual Award Opportunity

For each Award Period, the Committee shall establish for each Participant a Target Award, expressed as a percentage of his or her base salary earnings or base annual salary for such Award Period, on the basis of his or her salary grade designation.

7. Determination of Awards

Except as otherwise provided by the Committee, Awards for each Award Period for Participants in each Corporate Unit shall be determined in accordance with the Award Schedule established by the Committee for such Corporate Unit and no Award shall be paid to any Participant in a Corporate Unit for any Award Period in which the performance of such Corporate Unit does not equal or exceed the Threshold applicable to such Corporate Unit. The Award for each Participant in a Corporate Unit shall be his or her Target Award multiplied by the Percent Attainment (determined in accordance with the applicable Award Schedule), subject to the following:

(a) Subject to paragraph 3 and the provisions of this paragraph 7, the Committee may adjust such Award for individual performance on the basis of such quantitative and qualitative performance measures and evaluations as it deems appropriate.

(b) Subject to the restrictions set forth in paragraph 7(c) below, the Committee may make such adjustments as it deems appropriate in the case of any Participant whose salary grade designation has changed during the applicable Award Period or who has been employed in more than one Corporate Unit during an Award Period.

(c) Unless and until the Committee proposes for stockholder vote a change in the general performance measures set forth in this paragraph 7(c), the attainment of which may determine the degree of payout with respect to Awards under the Plan which are designed to qualify for the Performance-Based Exception, the performance measure(s) to be used for purposes of such Awards shall be chosen from among the following alternatives: return on operating assets, operating profit, return on equity, net income, stock price, revenue growth, marginal income, expense management, inventory management, quality management, customer service performance, shareholder return, gross margin management; market share improvement, safety results, quality results, price margin management, on time delivery, productivity and days sales outstanding (accounts receivable management). The Committee shall have the discretion to establish performance goals based upon the foregoing performance measures and to adjust such

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goals and the methodology used to measure the determination of the degree of attainment of such goals; provided, however, that Awards under the Plan that are intended to qualify for the Performance-Based Exception and that are issued to or held by any Named Executive Officer may not be adjusted in a manner that increases such Award. The Committee shall retain the discretion to adjust such Awards in a manner that does not increase such Awards. Furthermore, the Committee shall not make any adjustment to Awards under the Plan issued to or held by any Named Executive Officer that are intended to comply with the Performance-Based Exception if the result of such adjustment would be the disqualification of such Award under the Performance-Based Exception. Any Award granted after the Effective Date which is intended to qualify for the Performance-Based Exception shall be contingent upon stockholder approval of the Plan at the Company’s 2007 annual meeting of stockholders. In the event that applicable laws change to permit the Committee greater discretion to amend or replace the foregoing performance measures applicable to Awards to Named Executive Officers without obtaining stockholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining such approval. In addition, in the event that the Committee determines that it is advisable to grant Awards under the Plan to Named Executive Officers or other Participants that are not intended to qualify for the Performance-Based Exception, the Committee may make such grants upon any objective or subjective performance criteria it deems appropriate with the understanding that they will not satisfy the requirements of Section 162(m) of the Code.

Notwithstanding any other provision of the Plan, in no event may a Participant be paid an Award in any calendar year in excess of $2,000,000. No segregation of any moneys or the creation of any trust or the making of any special deposit shall be required in connection with any awards made or to be made under the Plan.

8. Payment of Awards

Awards shall be paid in cash as soon as practicable after the end of the Award Period for which the Award is made, but in no event later than 2-1/2 months after the end of the calendar year in which the Award Period ends; provided, further that that no payment shall be made with respect to an Award which is intended to qualify under the Performance-Based Exception until the Committee has certified in writing that the performance goals and other materials terms of the Award have been met. If a Participant to whom an Award has been made dies prior to the payment of the Award, such Award shall be delivered to his or her legal representative or to such other person or persons as shall be determined by the Chairman, the President, the Chief Executive Officer or the Vice President-Human Resources of the Company. The Company or other applicable Corporate Unit shall have the right to deduct from all Awards payable under the Plan any taxes required by law to be withheld by the Company or other Corporate Unit with respect thereto; provided, however, that to the extent provided by the Committee, any payment under the Plan may be deferred and to the extent deferred, may be credited with an interest or earnings factor as determined by the Committee; provided, however, that in the case of an Award which is intended to qualify for the Performance-Based Exception, such interest or earnings factor shall comply with the requirements applicable to such Exception under Treas. Reg. § 1.162-27(e)(iii). If the Committee determines that payment of an Award may be deferred, such deferral arrangement shall be in writing and shall comply with the requirements of Code Section 409A.

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9. Termination of Employment

Except in the case of death, disability, normal retirement (determined in accordance with the qualified retirement plans of the Corporation) or release (determined in accordance with the Ryerson Severance Plan or any successor or substituted plan) or except as provided in paragraph 10, a Participant must be an employee as of the end of the Award Period in order to be eligible for an Award.

10. Change of Control

In the event of a Change of Control of the Company (as hereinafter defined), the Plan shall remain in full force and effect for the remainder of any Award Period (or, if longer, the remainder of the calendar year) during which such Change of Control of the Company occurs, and each Participant shall receive an Award for such Award Periods (or any Award Periods occurring in such calendar year), at least equal to his or her Target Award pro-rated to the date on which the Participant ceases to be an Employee if such date occurs prior to the last day of the applicable Award Period, regardless of whether or not Awards would otherwise have been payable under the Plan for such Award Periods and regardless of whether or not such Participant was an Employee at the end of any such Award Period.

A “Change of Control of the Company” shall be deemed to have occurred if:

(a) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than (w) the Company, (x) a trustee or other fiduciary holding voting securities under an employee benefit plan of the Company, (y) an underwriter temporarily holding voting securities pursuant to an offering of such securities, or (z) a corporation owned, directly or indirectly, by the security holders of the Company in substantially the same proportions as their ownership of voting securities of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of voting securities of the Company (not including in the voting securities beneficially owned by such person any voting securities acquired directly from the Company or its affiliates) representing 20% or more of the combined voting power of the Company’s then outstanding voting securities;

(b) during any period of two consecutive years (not including any period prior to the execution of the Plan), individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’s security holders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved (“Continuing Directors”), cease for any

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reason to constitute a majority thereof, provided, however, that no director designated by a person who has entered into an agreement with the Company to effect a transaction described in clauses (a), (c) or (d) of this Section 10 shall be deemed a Continuing Director for the purposes of this clause (b) and, provided, further that if any new director assumes office in connection with or as a result of an actual or threatened proxy or other election contest of the Board, then the nomination or election of such new director shall not constitute, or be deemed to constitute, an approval by the Continuing Directors, for purposes of this Section 10;

(c) there occurs a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding voting securities under an employee benefit plan of the Company, at least 60% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires more than 50% of the combined voting power of the Company’s then outstanding voting securities;

(d) the holders of voting securities of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; or

(e) there occurs:

(x) a sale or disposition, directly or indirectly, other than to a person described in subclause (w), (x) or (z) of clause (a) of this Section 10, of voting securities of your employer, any direct or indirect parent company of your employer or any company that is a subsidiary of your employer and is also a significant subsidiary (as defined below) of the Company (your employer and such a parent or subsidiary being a “Related Company”), representing 50% or more of the combined voting power of the securities of such Related Company then outstanding;

(y) a merger or consolidation of a Related Company with any other corporation, other than:

(1) a merger or consolidation which would result in the voting securities of the Related Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding voting securities under an employee benefit plan of the Company, at least 60% of

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the combined voting power of the voting securities of the Related Company or such surviving entity outstanding immediately after such merger or consolidation;

(2) a merger or consolidation effected to implement a recapitalization of the Related Company (or similar transaction) in which no person acquires more than 50% of the combined voting power of the Related Company’s then outstanding voting securities; or

(3) a merger or consolidation which would result in 50% or more of the combined voting power of the surviving company being beneficially owned by the Company or by a majority owned direct or indirect subsidiary of the Company; or

(z) the sale or disposition of all or substantially all the assets of a Related Company to a person other than the Company or a majority owned direct or indirect subsidiary of the Company.

Notwithstanding the foregoing, no Change in Control shall be deemed to have occurred with respect to a Participant for purposes of the Plan if (I) such transaction includes or involves a sale to the public or a distribution to the stockholders of the Company of more than 50% of the voting securities of the Participant’s employer or a direct or indirect parent of the Participant’s employer, and (II) the Participant’s employer or a direct or indirect parent of the Participant’s employer agrees to become a successor to the Company under an individual agreement between the Company and the Participant or the Participant is covered by an agreement providing for benefits upon a change in control of his or her employer following an event described this section For purposes of the Plan, the term “significant subsidiary” has the meaning given to such term under Rule 405 of the Securities Act of 1933, as amended.

11. Transferability

Any payment to which a Participant may be entitled under the Plan shall be free from the control or interference of any creditor of such Participant and shall not be subject to attachment or susceptible of anticipation or alienation. The interest of a Participant shall not be transferable except by will or the laws of descent and distribution.

12. No Right to Participate; Employment

Neither the adoption of the Plan nor any action of the Committee shall be deemed to give any Employee any right to be designated as a Participant under the Plan. Further, nothing contained in the Plan, nor any action by the Committee or any other person hereunder, shall be deemed to confer upon any Employee any right of continued employment with any Corporate Unit or to limit or diminish in any way the right of any Corporate Unit to terminate his or her employment at any time with or without cause.

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13. Nonexclusivity of the Plan

This Plan is not intended to and shall not preclude the Board of Directors of the Company from adopting or continuing such additional compensation arrangements as it deems desirable for Participants under this Plan, including any thrift, savings, investment, stock purchase, stock option, profit sharing, pension, retirement, insurance or other incentive, compensation or benefit plan or program, including, without limitation, a bonus arrangement or award based on subjective performance factors.

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EX-10.4(B)

EXHIBIT 10.4(b)

2007 Performance Measures for Annual Incentive Plan

For 2007, the Compensation Committee established the following performance measures under the Annual Incentive Plan:

Adjusted OROOA (operating profit divided by operating assets) for all business units except Global Accounts

For Global Accounts, adjusted OROOA plus Global Accounts Profitability and Revenue Growth

EX-10.5

EXHIBIT 10.5

RYERSON

SUPPLEMENTAL RETIREMENT PLAN

FOR COVERED EMPLOYEES

(As Amended through March 10, 2007)

ARTICLE 1

1.1 Purpose.

It is the intention of Ryerson, Inc. (the “Company”) to maintain appropriate levels of retirement benefits for individuals who are entitled to benefits under the Ryerson Pension Plan, including any supplements thereto (collectively, the “Pension Plan”). Accordingly, the Company hereby establishes the Ryerson Supplemental Retirement Plan for Covered Employees (the “Plan”) to provide benefits to eligible persons in a manner so as to maintain the level of total retirement benefits which, but for the limitations on benefits required by Section 415 and 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Code”), would otherwise be payable to such persons under the Pension Plan. The Plan shall maintain such total retirement benefit levels by means of supplemental unfunded payments made by the Employers (as defined in Section 1.3) to the individuals eligible for such payments as more fully described in Articles 3 and 4. The Plan is intended to be an “excess benefit plan” described in Section 3(36) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); provided, however, that, to the extent, if any, that the Plan provides benefits which cannot be provided by an excess benefit plan, the Plan shall constitute an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees.

1.2 Effective Date.

The Plan is effective as of April 30, 1996 (the “Effective Date”).

1.3 Employers. The Company and any of its affiliates which, with the consent of the Company, adopt the Plan are referred to collectively herein as the “Employers” and individually as an “Employer”.

1.4 Source of Benefit Payments; Funding Not Required.

The amount of any benefit payable under the Plan to any Participant (as defined in Section 3.1) (or Beneficiary (as defined in Section 3.2)) shall be paid from the general revenues of the Employer that employed such Participant; provided, however, that if a Participant has been employed by more than one Employer, the portion of his Plan benefits payable by any such Employer shall be in proportion to the benefit he accrued under the Pension Plan for his period of service with the applicable Employer. An Employer’s obligation under the Plan shall be reduced to the extent that any amounts due under the Plan are paid from one or more trusts, the assets of which are subject to the claims of general creditors of the Employers; provided, however, that nothing in the Plan shall require the Company or any Employer to establish any

trust to provide benefits under the Plan. None of the individuals entitled to benefits under the Plan will have any claim on, or any beneficial ownership interest in, any assets of any Employer, and any rights of such individuals under the Plan will constitute unsecured contractual rights only.

1.5 Definitions.

Unless the context clearly requires otherwise, any word, term or phrase used in the Plan will have the same meaning as is assigned to it under the terms of the Pension Plan.

ARTICLE 2

2.1 Retirement Committee.

The Company hereby delegates authority to administer the Plan to the Pension Plan Retirement Committee (the “Committee”) as established under the Pension Plan. Any action by the Committee shall be evidenced by a written document, certified by the Secretary of the Committee. References to the Company’s authority, right, or power to act contained in any notice, disclosure, or communication which is made with a view toward effectuating the purposes of the Plan shall be construed to include such actions by the Committee on the Company’s behalf and such actions by others to whom the Committee has delegated its authority.

2.2 Authority of Committee.

The Committee shall have authority to control and manage the operation and administration of the Plan, including the authority and discretion to construe and interpret the Plan, decide all questions of eligibility for and the amount, manner and time of payment of Supplemental Retirement Benefits (as defined in Section 3.1) hereunder and such other rights and powers necessary or convenient to the carrying out of its functions hereunder. The authority and responsibilities of the Committee shall be coextensive with its authority and responsibilities under the Pension Plan.

ARTICLE 3

3.1 Participation.

Each employee or former employee of an Employer who, on or after the Effective Date, is entitled to an accrued benefit under the Pension Plan the amount of which is limited by reason of the application of the limitations imposed by Code Sections 415 or 401(a)(17), as amended from time to time, and the regulations and rulings thereunder or the terms of the Pension Plan implementing those limitations (the “Code Limitations”) shall be a “Participant” in the Plan and shall be entitled to receive the benefits (the “Supplemental Retirement Benefits”), if any, determined in accordance with Article 4 hereof. Any individual who had an accrued benefit

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under the Inland Steel Industries Supplemental Retirement Benefit Plan for Covered Employees and the Inland Steel Industries Special Retirement Benefit Plan for Covered Employees Plan (collectively, the “ISI Supplemental Plans”) which was assumed by the Company effective as of the Effective Date shall also be a Participant in the Plan, subject to the terms and conditions thereof, regardless of whether such individual would otherwise be a Participant under the foregoing provisions of this Section 3.1.

3.2 Beneficiary.

The spouse or other person entitled to a benefit under the Pension Plan upon the death of a Participant hereunder shall, upon the death of the Participant, be a “Beneficiary” under the Plan entitled to receive the Supplemental Retirement Benefit, if any, determined in accordance with Article 4 hereof.

3.3 Restricted Participation.

Notwithstanding any other provision of the Plan to the contrary, if the Committee determines that participation by one or more Participants (or payment of benefits to any Beneficiary) shall cause the Plan as applied to any Employer to be subject to Part 2, 3 or 4 of Title I of ERISA, the entire interest of such Participant or Beneficiary under the Plan shall, in the discretion of the Committee, be immediately paid to such Participant or Beneficiary, as applicable, by the applicable Employer, or shall otherwise be segregated from the Plan, and such Participant(s) or Beneficiary(ies) shall cease to have any interest under the Plan.

ARTICLE 4

4.1 Amount of Supplemental Retirement Benefit.

The amount of the Supplemental Retirement Benefit which a Participant or Beneficiary shall be entitled to receive and the Employers shall be obligated to pay under the Plan as of any date shall be equal to the greater of the amount determined under paragraph (a) or (b) below:

(a) the excess, if any, of the amount described in subparagraph (i) of this Section 4.1 over the amount described in paragraph (ii) of this Section 4.1:

(i) The amount of the benefit (expressed in the same form and commencing at the same time as that of the benefit that the Participant is actually receiving under the Pension Plan) that the Participant would have been entitled to receive as of that date under the Pension Plan, determined without regard to the Code Limitations.

(ii) The amount of benefit which the Participant or Beneficiary actually receives under the Pension Plan as of that date (determined with regard to the Code Limitations applicable under the Pension Plan).

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OR

(b) The aggregate amount of the benefit accrued by the Participant or Beneficiary, as applicable, as of the Effective Date under the provisions of the ISI Supplemental Plans.

It is the intent of this Section 4.1 that the Supplemental Retirement Benefit described above shall be determined at all times in a manner consistent with then current Code Limitations. Accordingly, the determinations made pursuant to this Section 4.1 shall be based upon adjustments employed in determining the amount of the benefit described above, and shall be subject to adjustments which reflect the Code Limitations with respect to the computation of benefits under the Pension Plan. No Supplemental Retirement Benefit shall be payable to any Participant or Beneficiary unless, at the time of the Participant’s termination of employment with the Employers and their affiliates, the Participant has been credited with at least five Years of Vesting Service under the Pension Plan; provided, however, that, in the event of a Change in Control (as defined in Section 5.3), all benefits accrued under the Plan as of the date such Change in Control shall become fully and irrevocably vested and shall become distributable to Participants (and Beneficiaries) at such time and in such manner pursuant to the provisions of the Plan as in effect on the day immediately preceding the date of such Change in Control.

4.2 Payment of Supplemental Retirement Benefit.

(a) Except as otherwise provided herein, the Supplemental Retirement Benefit which a Participant or Beneficiary is eligible to receive shall be paid by the Employers at the same time, in the same form and subject to substantially the same conditions, as is the benefit paid to such Participant or Beneficiary under the Pension Plan.

(b) To the extent provided by Section 4.4, the Employers may purchase an annuity with respect to any portion of a Participant’s or Beneficiary’s Supplemental Retirement Benefit in full satisfaction thereof.

(c) The Employers may, in their sole discretion, distribute the Supplemental Retirement Benefit of any Participant described in Section 4.4(a) in a lump sum at the time of the Participant’s retirement.

(d) Notwithstanding any other provision of this Plan, a Participant who, as of the Effective Date, was a Participant in and had an accrued benefit under the ISI Supplemental Plans (or any Beneficiary of such a Participant) shall not be entitled to any portion of his Supplemental Retirement Benefit which is attributable to benefits accrued under the ISI Supplemental Plans unless such Participant (or Beneficiary, if applicable) agrees that his right to benefits supplemental to those of the Pension Plan is limited to his rights under this Plan and that he shall have no claim under or against the ISI Supplemental Plans or against Inland Steel Industries, Inc. or any of its affiliates for any benefits accrued under the ISI Supplemental Plans.

(e) Notwithstanding any other provision of the Plan to the contrary, if a Participant’s or Beneficiary’s Supplemental Retirement Benefit is paid in a lump sum, such payment shall be in complete satisfaction of all amounts otherwise payable to such

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Participant or Beneficiary under the Plan and neither the Participant nor Beneficiary shall have any further rights to benefits under the Plan (other than benefits based on additional accruals of benefits (other than increases described in Section 4.3) under the Pension Plan). Any optional form of benefit payable under the Plan, including a lump sum, shall be the actuarial equivalent of the benefit otherwise payable to the Participant or Beneficiary, determined by applying the appropriate interest rate and other actuarial assumptions then set forth in the Pension Plan.

4.3 Pension Plan Increase.

In the event the Pension Plan is amended to increase the benefit payable to participants or beneficiaries then receiving benefits under the Pension Plan, benefits payable under the Plan shall be adjusted or commenced accordingly for Participants or Beneficiaries; provided that no such adjustment shall be made if the Participant or Beneficiary received a single sum distribution under the Plan; and provided, further, that no such adjustment shall be made with respect to any portion of a Participant’s or Beneficiary’s Supplemental Retirement Benefit for which an annuity has been purchased pursuant to Section 4.4.

4.4 Purchase of Annuities.

The Employers shall not be obligated to purchase an annuity for any Participant or for any portion of a Participant’s Supplemental Retirement Benefit, notwithstanding the purchase of an annuity with respect to any other Participant or any other portion of the Participant’s Supplemental Retirement Benefit. The purchase of annuities under the Plan shall be governed by the following:

(a) The purchase of annuities under this Section 4.4 shall be limited to Supplemental Retirement Benefits payable to Participants who meet all of the following requirements:

(i) completion of at least five years of Vesting Service under the Pension Plan;

(ii) annual compensation in excess of $150,000; and

(iii) attainment of age 55.

(b) Any annuity purchased with respect to any Participant’s Supplemental Retirement Benefit shall be issued to and distributed to such Participant, who shall be the sole owner of such annuity and shall contain such terms not inconsistent with this Section 4.4 as the Committee shall determine in its sole discretion.

(c) Annuity payments to a Participant under any annuity purchased pursuant to this Section 4.4 shall commence as of the date on which the Participant attains age 65 or the first day of the month thereafter; provided, however, that any such annuity may provide that, in the event of the Participant’s death prior to attainment of age 65, benefits payable to any Beneficiary may commence as of any earlier date provided by the terms of the annuity.

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(d) The monthly benefit amount to be provided by any annuity purchased pursuant to this Section 4.4 shall be such amount as the Committee, in its sole discretion, determines would provide, on an after-tax basis, an amount equal to the amount estimated to be the after-tax benefit to the Participant of monthly benefits payable by the Employers under Section 4.2, commencing at the Participant’s age 65. Such determination shall be made by the Committee, in its sole discretion, based upon such rates and factors as the Committee, in its sole discretion, deems appropriate. No change in annuity benefits shall be required by reason of any subsequent change in such rates and factors; provided, however, that in determining the amount of any subsequent annuity purchased under this Section 4.4, the Committee may, in its sole discretion, take into account any change in such rates and factors and the benefits payable under any annuity previously purchased under this Section 4.4. Notwithstanding the foregoing, with the consent of the Participant, the Committee may substitute any form of fixed or variable annuity in lieu of the annuity otherwise provided by this paragraph (d), provided that such substitution does not result in a change in the cost of the annuity or the commencement date of the annuity payments.

(e) The Company shall make a tax gross-up payment to any Participant for whom an annuity is purchased under this Section 4.4 in such amount as the Committee shall determine, in its sole discretion, would be necessary to make such Participant whole for federal, state and local income taxes attributable to the receipt of the annuity and the gross-up payment, based upon such tax rates as the Committee shall determine in its sole discretion.

(f) To the extent that the Company has purchased an annuity under this Section 4.4 with respect to any portion of a Participant’s Supplemental Retirement Benefit, such annuity and the tax gross-up payment under paragraph (e) above shall be in full satisfaction of all obligations of the Employers to the Participant or his Beneficiary attributable to such portion of the Participant’s Supplemental Retirement Benefit.

(g) A purchase of an annuity under this Section 4.4 shall have no effect on the monthly benefits payable to the Participant under Sections 4.1 and 4.3 prior to the Participant’s attainment of age 65. In the event of the Participant’s death prior to attainment of age 65, the benefit payable to any Beneficiary of the Participant shall be determined solely on the basis of the monthly benefits which would otherwise have been payable to the Participant under the Plan prior to attainment of age 65 and taking into account the amount payable to the Beneficiary under the Pension Plan.

(h) If an annuity has not been purchased in accordance with the foregoing provisions of this Section 4.4 with respect to any portion of the Supplemental Retirement Benefit payable after attainment of age 65 to a Participant who meets all of the requirements of paragraph (a) above then, except for any portion payable in the form of a lump sum in accordance with Section 4.2, upon such Participant’s termination of employment with the Employers and their affiliates, the Company may purchase an annuity for such portion in accordance with paragraphs (b) through (g) above.

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ARTICLE 5

5.1 Amendment to Conform with Law.

The Company may make such changes in, additions to, and substitutions in the provisions of the Plan, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming the Plan to any present or future law relating to plans of this or a similar nature, and to the administrative regulations and rulings promulgated thereunder.

5.2 Other Amendments and Termination.

The Company may amend or terminate the Plan at any time, without the consent of any Participant or Beneficiary; provided, however, that:

(a) the provisions of Section 5.3 may not be amended after the date of a Change in Control without the written consent of a majority in both number and interest of the Participants in the Plan, other than those Participants who are both (i) not employed by the Company and its affiliates (collectively “RTI”) as of the date of the Change in Control, and (ii) not receiving nor could have commenced receiving benefits under the Pension Plan as of the date of the Change in Control, both immediately prior to the Change in Control and at the date of such amendment; and

(b) the Plan shall not be amended or terminated so as to reduce or cancel the benefits which have accrued to a Participant or Beneficiary prior to the later of the date of adoption of the amendment or termination or the effective date thereof, and in the event of such amendment or termination, any such accrued benefit hereunder shall not be reduced or cancelled.

Notwithstanding the provisions of paragraph (b) next above, in the event the Pension Plan is terminated or curtailed with the result that pension payments to retired employees and survivor and contingent annuity payments to beneficiaries are discontinued or reduced the Supplemental Retirement Benefit then being paid or in the future payable pursuant to the Plan shall similarly be discontinued or reduced in the same ratio as payments under the Pension Plan are discontinued or reduced.

5.3 Manner and Form of Amendment or Termination.

Any amendment or termination of the Plan by the Company shall be made by action of the Board of Directors of the Company; provided, however, that (i) the Treasurer of the Company, and (ii) the Vice President-Human Resources of the Company (or such other person as designated by the Chairman of the Board of Directors of the Company) are jointly authorized, by written action signed by both individuals, to adopt and place in effect any amendments to the Plan and any related documents as they jointly deem necessary or advisable:

(a) to maintain the Plan and any related documents in compliance with applicable law;

(b) to relieve administrative burdens with respect to those documents;

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(c) to conform the Plan to the provisions of any applicable collective bargaining agreement; or

(d) to provide for other changes in the best interests of Participants and Beneficiaries.

without the necessity for further action by the Board of Directors of the Company or subsequent ratification: provided, however, that any action or amendment that would have the effect of:

(i) terminating the Plan;

(ii) changing the structure of the Committee under which the Plan is administered;

(iii) authorizing an Affiliate to adopt the Plan;

(iv) materially changing the benefits under the Plan; or

(v) materially increasing anticipated costs associated with the Plan by more than $15 million, except for changes to comply with applicable law;

may not be made without approval or ratification by the Board of Directors of the Company.

Notwithstanding the foregoing, either of the Board of Directors of the Company or the Chairman of the Company may from time to time authorize another officer or officers to adopt and place into effect (without the further need for Board authorization) amendments to the Plan and any related documents within the parameters set forth in subparagraphs (a) through (d) above and subject to the limitations in subparagraphs (i) through (v) above. If and to the extent the Board or the Chairman does so authorize other officer(s), that officer or those officers will have the powers described above in this Section 5.3. Certification of any amendment or termination of the Plan shall be furnished to the Committee by the Company.

5.4 Notice of Amendment or Termination.

The Committee shall notify Participants or Beneficiaries who are affected by any amendment or termination of the Plan within a reasonable time thereof.

5.5 Change in Control. For purposes of this Section 5.5, a “Change in Control” shall be deemed to have occurred if:

(a) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than (i) the Company and its affiliates (collectively referred to herein as “RTI”), (ii) a trustee or other fiduciary holding securities under an employee benefit plan of RTI, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),

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directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from RTI) representing 20% or more of the combined voting power of the Company’s then outstanding securities;

(b) during any period of two consecutive years individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved (“Continuing Directors”), cease for any reason to constitute a majority thereof; ; provided, however, that no director designated by a person who has entered into an agreement with the Company to effect a transaction described in clauses (a), (c) or (d) of this paragraph (b) shall be deemed a Continuing Director for the purposes of this clause 5.5(b) and, provided, further that if any new director assumes office in connection with or as a result of an actual or threatened proxy or other election contest of the Board, then the nomination or election of such new director shall not constitute, or be deemed to constitute, an approval by the Continuing Directors, for purposes of this Section 5.5(b).

(c) there occurs a merger or consolidation of the Company with any other corporation, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of RTI, at least 60% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires more than 50% of the combined voting power of the Company’s then outstanding securities; or

(d) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

A Change in Control shall also be deemed to occur with respect to any Participant or Beneficiary for purposes of the Plan if there occurs:

(1) a sale or disposition, directly or indirectly, other than to a person described in clause (i), (ii) or (iii) of paragraph (a) next above, of securities of the Participant’s employer, any direct or indirect parent company of the Participant’s employer or any company that is a subsidiary of the Participant’s employer and is also a significant subsidiary (as defined below) of the Company (the Participant’s employer and such a parent or subsidiary being a “Related Company”), representing 50% or more of the combined voting power of the securities of such Related Company then outstanding;

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(2) a merger or consolidation of a Related Company with any other corporation, other than:

A. a merger or consolidation which would result in the voting securities of the Related Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding voting securities under an employee benefit plan of the Company, at least 60% of the combined voting power of the voting securities of the Related Company or such surviving entity outstanding immediately after such merger or consolidation;

B. a merger or consolidation effected to implement a recapitalization of the Related Company (or similar transaction) in which no person acquires more than 50% of the combined voting power of the Related Company’s then outstanding voting securities; or

(3) the sale or disposition of all or substantially all the assets of a Related Company to a person other than a majority owned direct or indirect subsidiary of the Company.

Notwithstanding the foregoing, no Change in Control shall be deemed to have occurred with respect to a Participant for purposes of the Plan if (I) such transaction includes or involves a sale to the public or a distribution to the stockholders of the Company of more than 50% of the voting securities of the Participant’s employer or a direct or indirect parent of the Participant’s employer, and (II) the Participant’s employer or a direct or indirect parent of the Participant’s employer agrees to become a successor to the Company under an individual agreement between the Company and the Participant or the Participant is covered by an agreement providing for benefits upon a change in control of his or her employer following an event described clauses (1), (2) or (3) next above. For purposes of the Plan, the term “significant subsidiary” has the meaning given to such term under Rule 405 of the Securities Act of 1933, as amended.

ARTICLE 6

6.1 No Right to Employment.

Neither the creation of the Plan nor anything contained herein shall be construed as giving any Participant hereunder or other employees of the Employers any right to remain in the employ of the Employers or any affiliate thereof.

6.2 Successors and Assigns.

All rights and obligations of this Plan shall inure to, and be binding upon the successors and assigns of the Company.

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6.3 Inalienability.

Except so far as may be contrary to the laws of any state having jurisdiction in the premises, a Participant or Beneficiary shall have no right to assign, transfer, hypothecate, encumber, commute or anticipate his interest in any payments under the Plan and such payments shall not in any way be subject to any claim against any Participant or Beneficiary.

6.4 Incompetency.

If any Participant or Beneficiary is, in the opinion of the Committee, legally incapable of giving a valid receipt and discharge for any payment, the Committee may, at its option, direct that such payment or any part thereof be made to such person or persons who in the opinion of the Committee are caring for and supporting such Participant or Beneficiary, unless it has received due notice of claim from a duly appointed guardian or conservator of the estate of the Participant or Beneficiary. A payment so made will be a complete discharge of the obligations under this Plan to the extent of and as to that payment, and neither the Committee nor the Employers will have any obligation regarding the application of the payment.

6.5 Controlling Law.

To the extent not preempted by the laws of the United States of America, the laws of the State of Illinois shall be the controlling state law in all matters relating to the Plan.

6.6 Severability.

If any provisions of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, but the Plan shall be construed and enforced as if the illegal and invalid provisions never had been included herein.

6.7 Limitations on Provisions.

The provisions of the Plan and any Supplemental Retirement Benefits shall be limited as described herein. Any benefit payable under the Pension Plan shall be paid solely in accordance with the terms and provisions of the Pension Plan, as appropriate, and nothing in the Plan shall operate or be construed in any way to modify, amend, or affect the terms and provisions of the Pension Plan.

6.8 Gender and Number.

Whenever the context requires or permits, the gender and number of words shall be interchangeable.

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ARTICLE 7

7.1 Application for Benefits and Review Procedures.

The Claims Procedure set forth in the Pension Plan shall apply to any claim for benefits under the Plan. The “Plan Administrator” for purposes of applying such Claims Procedure to this Plan shall be the Committee.

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EX-10.6

EXHIBIT 10.6

RYERSON NONQUALIFIED SAVINGS PLAN

(As amended through March 10, 2007)

Ryerson Inc. established the Ryerson Nonqualified Savings Plan (the “Plan”), effective as of January 1, 1998, in order to continue to enable employees of the Company and the other Employers to obtain the same level of benefits they would have been able to receive under the Ryerson Savings Plan but for the limits imposed by certain provisions of the Internal Revenue Code of 1986, as amended, on the amounts that can be contributed to the Savings Plan. The following provisions constitute an amendment, restatement and continuation of the Plan as previously amended from time to time and as in effect immediately prior to January 31, 2003, the “Effective Date” of the Plan as set forth herein. The Plan is intended to be an “excess benefit plan” described in Section 3(36) of the Employee Retirement Income Security Act of 1974, as amended; provided, however, that, to the extent, if any, that the Plan provides benefits which cannot be provided by an excess benefit plan, the Plan shall constitute an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees.

ARTICLE I

DEFINITIONS

1.01 “Account” means the record of a Participant’s interest in the Plan attributable to Company Contributions and Participant Contributions made on behalf of such Participant.

1.02 “Base Compensation” means Base Compensation as defined in the Savings Plan but without regard to the limitations under Code Section 401(a)(17) and prior to any Participant Deferrals under this Plan.

1.03 “Beneficiary” means, with respect to a Participant, the Participant’s Beneficiary under the Savings Plan.

1.04 “Board” means the Board of Directors of the Company.

1.05 “Code” means the Internal Revenue Code of 1986, as from time to time amended.

1.06 “Company” means Ryerson Inc.

1.07 “Distributable Event” means a Distributable Event as defined in the Savings Plan.

1.08 “Effective Date” means January 31, 2004.

1.09 “Eligible Employee” means an employee of an Employer who is eligible to participate in the Savings Plan, who has elected to make the maximum Before Tax Contribution permitted under the Savings Plan, and whose contributions under the Savings Plan are limited by Section 415 or Section 402(g) of the Code or whose Base Compensation exceeds the limits set forth in Section 401(a)(17) of the Code.

1.10 “Employer” means an Employer as defined in the Savings Plan.

1.11 “Employer Credits” means the amount credited to the Plan by the Employers pursuant to Section 3.03.

1.12 “Enrollment Date” means the Effective Date and the first day of each month thereafter.

1.13 “ERISA” means the Employee Retirement Income Security Act of 1974, as from time to time amended.

1.14 “Fair Market Value” means with respect to Company common stock as of any date the average of the high and low prices of a share of the Company’s common stock as reported on the New York Stock Exchange Composite Transactions for such date or, if there are no reported trades for such date, for the last previous date for which trades were reported

1.15 “Participant” means each Eligible Employee who has met the requirements of Article II for participation in the Plan.

1.16 “Participant Deferrals” means amounts deferred pursuant to Participant elections under Section 3.01.

1.17 “Permanent Incapacity” means Permanent Incapacity as defined in the Savings Plan.

1.18 “Plan” means the Ryerson Inc. Nonqualified Savings Plan, as from time to time amended.

1.19 “Plan Administrator” means the Plan Administrator appointed under the Savings Plan or any other individual as may be appointed by the Chairman of the Board, the President, the Vice President-Human Resources or the Treasurer of the Company to administer the Plan. To the extent consistent with the purposes of the Plan and the authority delegated to the Assistant Plan Administrator pursuant to Section 6.03(h), the term Plan Administrator shall include the Assistant Plan Administrator.

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1.20 “Plan Year” means the calendar year.

1.21 “Related Company” means a Related Company as defined in the Savings Plan.

1.22 “Retirement” means Retirement as defined in the Savings Plan.

1.23 “Savings Plan” means the Ryerson Savings Plan, as from time to time amended.

1.24 “Valuation Date” means the last day of each month.

1.25 “Years of Vesting Service” means Years of Vesting Service as defined in the Savings Plan.

ARTICLE II

PARTICIPATION

2.01 Eligibility. An Eligible Employee shall become a Participant on the Enrollment Date next following the filing with the Plan Administrator of an instrument in a form prescribed by the Plan Administrator evidencing his or her acceptance of the provisions of the Plan.

2.02 Restricted Participation. Notwithstanding any other provision of the Plan to the contrary, if the Plan Administrator determines that participation by one or more Participants or Beneficiaries shall cause the Plan as applied to any Employer to be subject to Part 2, 3 or 4 of Title I of ERISA, the entire interest of such Participant or Beneficiary under the Plan shall, in the discretion of the Plan Administrator, be immediately paid to such Participant or Beneficiary, as applicable, by the applicable Employer or Employers, or shall otherwise be segregated from the Plan, and such Participant(s) or Beneficiary(ies) shall cease to have any interest under the Plan.

ARTICLE III

DEFERRAL OF COMPENSATION AND

EXCESS SAVINGS PLAN CREDITS

3.01 Participant Deferrals. For any payroll period, each Participant who is an Eligible Employee for such payroll period may elect, at such time and in such manner as the Plan Administrator may determine, to make a supplemental deferral of Base Compensation under the Plan (“Participant Deferrals”) equal to the amount by which the Participant’s Before Tax contributions are limited under the Savings Plan by reason of Code Sections 402(g) and 415 and may also elect to make supplemental deferrals of not less than one percent (1%) and not more than ten percent (10%) of the portion of the Participant’s Base Compensation for any year which is not taken into account under the Savings Plan by reason of the limitation under Code Section 401(a)(17). Contributions made to the Plan on a Participant’s behalf for any payroll period shall be treated as a salary reduction and shall reduce the amount of current cash compensation otherwise payable to such Participant for such payroll period.

3.02 Designation of Participant Deferrals. Each Participant shall designate the percentage of his or her Base Compensation to be deferred under the Plan in the same instrument by which he or she evidences his or her acceptance of the provisions of the Plan pursuant to Article II. Thereafter (but not retroactively), a Participant may, on a form prescribed by the Plan Administrator, change the percentage of his or her Base Compensation to be deferred under the Plan, subject to the limitations of this Article III.

3.03 Employer Credits. For each payroll period, each Participant who is employed by an Employer as of the last day of the payroll period shall receive a credit under the Plan (an “Employer Credit”) in an amount determined in accordance with procedures established from time to time by the Plan Administrator which is equal to the amount by which the Matching Contributions under the Savings Plan on behalf of the Participant for such payroll period are limited by reason of limitations on Participant Before Tax Contributions and Company Contributions imposed by Code Sections 401(a)(17), 402(g) and 415.

3.04 Nature of Participant Deferrals and Employer Credits. Any amounts deferred by Participants or credited to Participants pursuant to this Article III shall be retained by the Employers as general assets of the Employers, and shall be reflected on the books of the Employers solely for the purpose of computing Participants’ benefits from the Plan.

3.05 Special Transition Rules for 2005. Notwithstanding any provision of the Plan to the contrary, in accordance with rules established by the Plan Administrator or its delegate and in accordance with Internal Revenue Service

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guidance issued under Code Section 409A, no later than March 15, 2005, and solely for the 2005 Plan Year, each Participant shall be permitted to make or change his or her deferral election under the Plan for 2005. Such election shall apply solely to Base Compensation earned after March 15, 2005 and shall be irrevocable for the 2005 Plan Year after such date.

ARTICLE IV

ACCOUNTS

4.01 Maintenance of Accounts. The Plan Administrator shall establish and maintain in the records of the Plan an Account for each Participant reflecting each Participant’s interest in the Plan attributable to Participant Deferrals and Employer Credits made on his or her behalf, increased by earnings attributable thereto. Each Participant shall at all times be fully vested in the portion of the Participant’s Account which is attributable to Participant Deferrals.

4.02 Valuation of Accounts. As of each Valuation Date, and as of such other date as the Plan Administrator may determine, the Account of each Participant shall be (a) adjusted for earnings or losses for the period since the next preceding Valuation Date as set forth in Section 4.03, (b) increased by Participant Deferrals and Employer Credits under the Plan with respect to such Participant relating to payroll periods since the next preceding Valuation Date, and (c) charged with any distribution calculated as of that date under Article V.

4.03 Earnings and Losses. Except as provided in the following sentence, each Participant’s Account shall be credited with interest in accordance with paragraph (a) below. On and after the Effective Date, each Participant may elect to have all or any portion of his Account converted to Stock Units in accordance with paragraph (b) below. Each such election by a Participant shall be made at such times and in such form and otherwise in accordance with such rules and procedures as the Plan Administrator shall establish from time to time, including such rules and procedures as may be established by the Plan Administrator for compliance with Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”). A Participant may elect to change any election made under this Section 4.03 to the extent permitted by and in accordance with such rules and procedures as the Plan Administrator may establish from time to time.

(a) To the extent that a Participant’s Account is to be credited with interest, it shall at a rate of interest earned by assets in the Managed Income Portfolio Fund II, or any successor fund, established under the Savings Plan.

(b) To the extent that any portion of a Participant’s Account is to be credited as Stock Units as of any date in accordance with the provisions of this Section 4.03, the number of Stock Units credited to the Participant’s Account shall be determined by dividing such amount by the Fair Market Value of a share of the Company’s common stock on that date. As of each cash dividend payment date for the Company’s common stock, each Participant shall be credited with an additional number of Stock Units which is equal to (i) the dividend which would have been paid on such date on that number of shares of Company common stock which is equal to the number of Stock Units credited to the Participant under the Plan on the record date for such dividend, divided by (ii) the Fair Market Value of a share of the Company’s common stock on the dividend payment date. In the event of any changes in outstanding shares of the Company’s common stock by reason of any stock dividend or split, other non-cash dividend recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, the Company’s Board of Directors shall make such adjustments, if any, that it deems appropriate in the number of Stock Units then credited to Participant Accounts. Any and all such adjustments shall be conclusive and binding upon all parties concerned.

ARTICLE V

DISTRIBUTION OF BENEFITS

5.01 Distribution Upon Termination of Employment.

(a) All distributions under the Plan will be made in cash. Distributions with respect to any portion of a Participant’s Account which is denominated in Stock Units shall be based upon the Fair Market Value of a share of the Company’s common stock on the day as of which the distribution is made.

(b) Upon termination of a Participant’s employment with the Employers and Related Companies other than by reason of a Distributable Event and prior to (i) the completion of three Years of Vesting Service and (ii) the date on which he or she has a fully vested and nonforfeitable interest in his or her account balance under the Savings Plan, the Participant shall be entitled to a distribution of the portion of his or her Account balance attributable to Participant Deferrals in a single lump sum payment as of a Valuation Date selected by the Plan Administrator which is no later than 60 days after the first anniversary of the Participant’s termination of employment.

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(c) Upon termination of a Participant’s employment with the Employers and Related Companies by reason of a Distributable Event on or after (i) the completion of three Years of Vesting Service, or (ii) the date on which he or she has a fully vested and nonforfeitable interest in his or her account balance under the Savings Plan, the Participant shall be entitled to a distribution of his or her entire Account balance in a single lump sum payment as of a Valuation Date selected by the Plan Administrator which is no later than 60 days after the first anniversary of the Participant’s termination of employment.

(d) Upon termination of a Participant’s employment with the Employers and Related Companies by reason of Permanent Incapacity or Retirement, and where the amount payable to the Participant is at least $10,000, the Participant shall be entitled to a distribution of his or her entire Account balance, payable to the Participant in either of the following ways, as irrevocably elected by the Participant in accordance with rules established from time to time, by the Plan Administrator:

(1) in a single lump sum payment representing the full amount distributable to the Participant, payable on a date elected by the Participant which is not later than the end of the calendar year in which the Participant attains age 75, and, except as otherwise agreed to by the Plan Administrator in his or her sole discretion, not earlier than the first Valuation Date following the year in which such termination of employment occurs; or

(2) in substantially equal installments, payable annually, over a period not extending beyond the end of the calendar year in which the Participant attains age 75, with each installment payment being equal to that amount determined by multiplying the then remaining balance in the Participant’s Account as of the Valuation Date used for purposes of calculating the payment by a fraction having a numerator of one and a denominator equal to the number of installments remaining to be paid.

5.02 Distribution Upon Death. Upon the death of a Participant, the total value of the Participant’s Account as of the Valuation Date immediately following the date of death shall be distributed thereafter to the Participant’s Beneficiary in a single lump sum payment as soon as practicable after satisfactory proof of death shall have been submitted to the Plan Administrator.

5.03 Hardship Distributions. Upon a showing of hardship by a Participant, such Participant shall be entitled to a distribution of such portion (or all) of his or her Account balance as shall be necessary to meet such hardship. This Section 5.03 shall be administered in a manner consistent with the hardship withdrawal provisions of the Savings Plan. The Plan Administrator’s determination of a Participant’s hardship hereunder shall be final.

5.04 Liability for Benefit Payments. The amount of any benefit payable under the Plan shall be paid from the general revenues of the Employer that last employs the Participant. An Employer’s obligation under the Plan shall be reduced to the extent that any amounts due under the Plan are paid from one or more trusts, the assets of which are subject to the claims of general creditors of the Employer or any affiliate thereof; provided, however, that nothing in the Plan shall require the Company or any Employer to establish any trust to provide benefits under the Plan.

ARTICLE VI

PLAN ADMINISTRATION

6.01 Administration of Plan. The Employers shall have the sole responsibility for effecting Participant Deferrals in accordance with Article III and paying Plan benefits in accordance with Article V, and the Company shall have the sole authority to amend or terminate, in whole or in part, this Plan at any time. The Plan Administrator shall have the sole responsibility for the administration of the Plan. The Employers do not guarantee to any Participant in any manner the effect under any tax law or Federal or state statute of the Participant’s participation in this Plan.

6.02 Claims Procedure. All claims for benefits under the Plan shall be made in accordance with Article IX.

6.03 Powers and Duties of Plan Administrator. The Plan Administrator shall have such duties and powers as may be necessary to discharge his or her duties hereunder, including, but not by way of limitation, the following:

(a) to conclusively construe and interpret the Plan, decide all questions of eligibility and determine the amount, manner and time of payment of any benefits hereunder;

(b) to prescribe procedures to be followed by Participants in filing elections or revocations thereof;

(c) to prepare and distribute, in such manner as the Plan Administrator determines to be appropriate, information explaining the Plan;

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(d) to receive from the Employers and from Participants such information as shall be necessary for the proper administration of the Plan;

(e) to furnish the Employers, upon request, such reports with respect to the administration of the Plan as are reasonable and appropriate;

(f) to receive, review and keep on file (as it deems convenient and proper) reports of benefit payments by the Employers and reports of disbursements for expenses directed by the Plan Administrator;

(g) to appoint individuals to assist in the administration of the Plan and any other agents it deems advisable, including legal counsel; and

(h) to name as an Assistant Plan Administrator any individual or individuals and to delegate such authority and duties to such individual as the Plan Administrator in his or her discretion deems advisable. Each Assistant Plan Administrator, if any, named pursuant to this paragraph shall have such authority to act with respect to the administration of the Plan as the Plan Administrator may prescribe. The incumbency of any Assistant Plan Administrator may be terminated by action of the Plan Administrator at any time, with or without cause. Notwithstanding the foregoing, in the absence of a formal designation of any Assistant Plan Administrator by the Plan Administrator, no provision of this paragraph shall prevent the Plan Administrator from delegating authority to employees or other agents of the Employers in executing the duties of administering the Plan.

The Plan Administrator shall have no power to add to, subtract from or modify any of the terms of the Plan, or to change or add to any benefits provided by the Plan, or to waive or fail to apply any requirements of eligibility for a benefit under the Plan.

6.04 Rules and Decisions. The Plan Administrator may adopt such rules as he or she deems necessary, desirable or appropriate. All rules and decisions of the Plan Administrator shall be uniformly and consistently applied to all Participants in similar circumstances. When making a determination or calculation, the Plan Administrator shall be entitled to rely upon information furnished by a Participant, the Employers or the legal counsel of the Employers.

6.05 Authorization of Benefit Payments. The Plan Administrator shall issue directions to the Employers concerning all benefits which are to be paid from the Company’s general assets pursuant to the provisions of the Plan.

6.06 Indemnification of Plan Administrator. The Plan Administrator and any Assistant Plan Administrator and any officer or director of any Employer shall be indemnified by the Employers against any and all liabilities arising by reason of any act or failure to act made in good faith pursuant to the provisions of the Plan, including expenses reasonably incurred in the defense of any claim relating thereto.

ARTICLE VII

MISCELLANEOUS

7.01 No Right to Employment, etc. Neither the creation of this Plan nor anything contained herein shall be construed as giving any Participant hereunder or other employees of the Employers or any Related Company any right to remain in the employ of the Employers or any Related Company.

7.02 Successors and Assigns. All rights and obligations of this Plan shall inure to, and be binding upon, the successors and assigns of the Employers.

7.03 Inalienability. Except so far as may be contrary to the laws of any state having jurisdiction in the premises, a Participant or Beneficiary shall have no right to assign, transfer, hypothecate, encumber, commute or anticipate his or her interest in any payments under this Plan and such payments shall not in any way be subject to any legal process to levy upon or attach the same for payment of any claim against any Participant or Beneficiary.

7.04 Incompetency. If any Participant or Beneficiary is, in the opinion of the Plan Administrator, legally incapable of giving a valid receipt and discharge for any payment, the Plan Administrator may, at its option, direct that such payment or any part thereof be made to such person or persons who in the opinion of the Plan Administrator are caring for and supporting such Participant or Beneficiary, unless it has received due notice of claim from a duly appointed guardian or conservator of the estate of the Participant or Beneficiary. A payment so made will be a complete discharge of the obligations under this Plan to the extent of and as to that payment, and neither the Plan Administrator nor the Employers will have any obligation regarding the application of payment.

7.05 Controlling Law. To the extent not preempted by the laws of the United States of America, the laws of the State of Illinois shall be the controlling state law in all matters relating to this Plan.

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7.06 Severability. If any provisions of this Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Plan, but this Plan shall be construed and enforced as if the illegal and invalid provisions never had been included herein.

7.07 Limitations on Provisions. The provisions of this Plan and any benefits hereunder shall be limited as described herein. Any benefit payable under the Savings Plan shall be paid solely in accordance with the terms and provisions of the Savings Plan, as appropriate, and nothing in this Plan shall operate or be construed in any way to modify, amend, or affect the terms and provisions of the Savings Plan.

7.08 Gender and Number. Whenever the context requires or permits, the gender and number of words shall be interchangeable.

ARTICLE VIII

AMENDMENT AND TERMINATION

8.01 Amendment to Conform with Law. The Plan may be amended to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming the Plan to any present or future law relating to plans of this or a similar nature, and to the administrative regulations and rulings promulgated thereunder.

8.02 Other Amendments and Termination. The Plan may be amended at any time, without the consent of any Participant or Beneficiary. Notwithstanding the foregoing, the Plan shall not be amended or terminated so as to reduce or cancel the benefits which have accrued to a Participant or Beneficiary prior to the later of the date of adoption of the amendment or termination or the effective date thereof, and in the event of such amendment or termination, any such accrued benefit hereunder shall not be reduced or canceled.

8.03 Effect of Change in Control.

(a) In the event of a Change in Control (as defined below), all benefits accrued as of the date of such Change in Control hereunder shall become fully (i.e., 100%) and irrevocably vested, and shall become distributable to Participants (and Beneficiaries) at such time and in such manner provided herein pursuant to the provisions of the Plan as in effect on the day immediately preceding the date of such Change in Control. The Plan Administrator shall, in his or her sole discretion, determine whether assets equal in value to the aggregate of all accrued benefits under the Plan as of the date of such Change in Control shall be deposited by the Employers with a bank trustee pursuant to one or more “rabbi trusts.”

(b) For purposes of this Section 8.03, a “Change in Control” means the happening of any of the following:

(1) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than (w) the Company and its affiliates (collectively referred to herein as “RTI”), (x) a trustee or other fiduciary holding securities under an employee benefit plan of RTI, (y) an underwriter temporarily holding securities pursuant to an offering of such securities, or (z) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its affiliates) representing 20% or more of the combined voting power of the Company’s then outstanding securities;

(2) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved (the “Continuing Directors”), cease for any reason to constitute a majority thereof; provided, however, that no director designated by a person who has entered into an agreement with the Company to effect a transaction described in clauses (1), (3) or (4) of this Section 8.03(a) shall be deemed a Continuing Director for the purposes of this clause (2) and, provided, further that any new director assumes office in connection with or as a result of an actual or threatened proxy or other election contest of the Board, then the nomination or election of such new director shall not constitute, or be deemed to constitute, an approval by the Continuing Directors, for purposes of this Section 8.03;

(3) there occurs a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee

6

benefit plan of RTI, at least 60% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires more than 50% of the combined voting power of the Company’s then outstanding securities; or

(4) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

A Change in Control shall also be deemed to occur with respect to any Participant for purposes of the Plan if there occurs:

(I) a sale or disposition, directly or indirectly, other than to a person described in subclause (w), (x) or (z) of clause (b) (1) above, of securities of the Participant’s employer, any direct or indirect parent company of the Participant’s employer or any company that is a subsidiary of the Participant’s employer and is also a significant subsidiary (as defined below) of the Company (the Participant’s employer and such a parent or subsidiary being an “Affiliated Company”), representing 50% or more of the combined voting power of the securities of such Affiliated Company then outstanding;

(II) a merger or consolidation of an Affiliated Company with any other corporation, other than a merger or consolidation which would result in 50% or more of the combined voting power of the surviving company being beneficially owned by the Company or by majority owned direct or indirect subsidiary of the Company; or

(III) the sale or disposition of all or substantially all the assets of an Affiliated Company to a person other than the Company or a majority owned direct or indirect subsidiary of the Company.

(c) The provisions of this Section 8.03 may not be amended after the date of a Change in Control without the written consent of a majority in both number and interest of the Participants in this Plan, other than those Participants who are both (i) not employed by the Company or a subsidiary as of the date of the Change in Control, and (ii) not receiving nor could have commenced receiving benefits under the Plan as of the date of the Change in Control, both immediately prior to the Change in Control and at the date of such amendment.

8.04 Manner and Form of Amendment or Termination. Any amendment or termination of this Plan shall be made by action of the Board; provided, however, that the Vice President-Human Resources of the Company and the Treasurer of the Company (or such other person as designated by the Chairman of the Board) are jointly authorized, by written action signed by both such individuals:

(a) to adopt and place in effect such amendments to the Plan and any related documents as they jointly deem necessary or advisable;

(b) to maintain the Plan and any related documents in compliance with applicable law;

(c) to relieve administrative burdens with respect to those documents; or

(d) to provide for other changes in the best interests of Plan Participants and Beneficiaries without the necessity for further action by the Board or subsequent ratification; provided, however, that any action or amendment that would have the effect of:

(1) terminating the Plan;

(2) materially changing the benefits under the Plan; or

(3) increasing anticipated costs associated with the Plan by more than $5 million, except for changes to comply with applicable law;

may not be made without approval or ratification by the Board.

8.05 Notice of Amendment or Termination. The Plan Administrator shall notify Participants or Beneficiaries who are affected by any amendment or termination of this Plan within a reasonable time thereof.

ARTICLE IX

CLAIMS PROCEDURES

9.01 Filing a Claim. Any Participant or Beneficiary of a deceased Participant (such Participant or Beneficiary being referred to below as a “Claimant”) may deliver to the Plan Administrator a written claim for a determination with respect to the amounts distributable to such Claimant from the Plan. If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within 60 days after such notice was received by the Claimant. All other claims must be made within 180 days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the Claimant.

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9.02 Plan Administrator’s Decision. Within 90 days after the receipt of the claim, the Plan Administrator will provide the Claimant with written notice of his or her decision on the claim. If, because of special circumstances, the Plan Administrator cannot render a decision on the claim within the 90-day period, the Plan Administrator may extend the period in which to render the decision up to 180 days after receipt of the written claim. The Plan Administrator will provide the Claimant with a written notice of the extension, before the end of the initial 90-day period, which indicates the special circumstances requiring the extension and the expected decision date. If the claim is denied in whole or in part, the written notice of the decision will inform the Claimant of:

(a) the specific reasons for the denial;

(b) the specific provisions of the Plan upon which the denial is based;

(c) any additional material or information necessary to perfect the claim and reasons why such material or information is necessary;

(d) the right to request review of the denial and how to request such review; and

(e) a statement of Claimant’s right to bring a civil action under section 502(a) of the Employee Retirement Income Security Act of 1974 (ERISA) following an adverse benefit determination on review.

9.03 Request for Review of Denied Claim. Within 60 days after the receipt of written notice of a denial of all or a portion of a claim, the Claimant may request a review of the denial in a writing filed with the Plan Administrator. Written comments, documents, records and other information may be submitted to the Plan Administrator along with the review request. During the 60-day period following notice of the denial, the Claimant will be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim for benefits.

9.04 Review of Denied Claim. Upon receipt of a request for review of a claim denial, the Plan Administrator will undertake a full and fair review of the claim denial and provide the Claimant with written notice of his or her decision within 60 days after receipt of the review request. If, because of special circumstances, the Plan Administrator cannot make a decision within the 60-day period, the Plan Administrator may extend the period in which to make the decision up to 120 days after receipt of the review request. The Plan Administrator will provide the Claimant with a written notice of the extension, before the end of the 60-day period, which indicates the special circumstances requiring the extension and the expected decision date. The written notice of the Plan Administrator’s decision will inform the Claimant of:

(a) the specific reasons for the decision;

(b) the specific provisions of the Plan upon which the decision is based;

(c) a statement that Claimant will be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim for benefits;

(d) a statement of the Claimant’s right to bring a civil action under section 502(a) of ERISA.

9.05 Legal Action. Except as may be otherwise required by law, the decision of the Plan Administrator on review of the claim denial will be binding on all parties. A Claimant’s compliance with the foregoing provisions of this Article IX is a mandatory prerequisite to a Claimant’s right to commence any legal action with respect to any claim for benefits under this Plan.

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EX-10.7

EXHIBIT 10.7

Schedule of Benefits

	Chubb Group of Insurance Companies 15 Mountain View Road, P.O. Box 1615 Warren, New Jersey 07061-1615
Policyholder’s Name: RYERSON TULL, INC.
	Issued by the stock insurance company indicated below: FEDERAL INSURANCE COMPANY Incorporated under the laws of INDIANA

BTA6000

Section I - Insured Persons

The following are the Insured Persons under this policy:

Class	Description
1	All Active Full-Time Non-Employee Directors and Officers as listed on file with the Policyholder.
2	The Spouses of Class 1 Primary Insured Person.
3	The Dependent Child(ren) of Class 1 Primary Insured Person.

BTA6002

If, subject to all the terms and conditions of this policy a person is eligible for insurance under multiple Classes of Insured Persons described above, then such person will only be insured under the Class which provides the Insured Person the largest Benefit Amount for the loss that has occurred.

BTA6004

Section II - Qualification Period

For Insured Persons in an eligible Class on the Effective Date: none

For Insured Persons entering an eligible Class after the Effective Date: none

BTA6008

Section III - Hazards

The following are the Hazards for which insurance applies:

Class	Hazard(s)
1	24 Hour Business Travel, Extraordinary Commutation
2	Business Travel Family
3	Business Travel Family

If, subject to all the terms and conditions of this policy an Insured Person has insurance for covered loss on the date of an Accident, covered under multiple Hazards described above, then only one Benefit Amount will be paid. This Benefit Amount shall be the largest Benefit Amount applicable under all such Hazards.

BTA6010

Section IV - Benefits

A) Principal Sum

The following are Principal Sums for each Class:

Class	Hazard	Principal Sum
1	24 Hour Business Travel	$	500,000
2	Extraordinary Commutation	$	500,000
3	Business Travel Family	$	25,000
4	Business Travel Family	$	10,000

BTA6012

B) Accidental Death and Dismemberment Benefits:

This benefit applies to all Classes of Insured Persons. The following are Losses insured and the corresponding Benefit Amount expressed as a percentage of the Principal Sum:

Class(es)

All

Accidental:	Benefit Amounts (Percentage of Principal Sum)
Loss of Life	100	%
Loss of Speech and Loss of Hearing	100	%
Loss of Speech and one of Loss of Hand, Loss of Foot or Loss of Sight of One Eye	100	%
Loss of Hearing and one of Loss of Hand, Loss of Foot or Loss of Sight of One Eye	100	%
Loss of Hands (Both), Loss of Feet (Both), Loss of Sight or a combination of any two of Loss of Hand, Loss of Foot or Loss of Sight of One Eye	100	%
Loss of Hand, Loss of Foot or Loss of Sight of One Eye (Any one of each)	50	%
Loss of Speech or Loss of Hearing	50	%
Loss of Thumb and Index Finger of the same hand	25	%

This Benefit Amount is subject to Section IV - Maximum Payment for Multiple Losses and Multiple Benefits, of the Contract.

BTA6016

If an Insured Person has multiple Losses as the result of one Accident, then We will pay only the single largest Benefit Amount applicable to the Losses suffered, as described in Section IV - Maximum Payment For Multiple Losses and Multiple Benefits of the Contract.

BTA6018

C) Additional Benefits

The following are Benefit Amounts for all other benefits provided under this policy:

Permanent Total Disability

Class 1

Benefit Amount (Monthly) 1% of the Principal Sum

Maximum Benefit Amount 100% of the Principal Sum up to a maximum of $500,000

Elimination Period 365 days

This Benefit Amount is subject to Section IV - Maximum Payment for Multiple Losses and Multiple Benefits, of the Contract.

BTA6068

Psychological Therapy

Class 1

Benefit Amount 5% of the Principal Sum up to a maximum of $25,000

Class 2

Benefit Amount 5% of the Principal Sum up to a maximum of $25,000

Class 3

Benefit Amount 5% of the Principal Sum up to a maximum of $25,000

This Benefit Amount is not subject to Section IV - Maximum Payment for Multiple Losses and Multiple Benefits, of the Contract.

BTA6072

Rehabilitation Expense

Class 1

Benefit Amount 5% of the Principal Sum up to a maximum of $25,000

Class 2

Benefit Amount 5% of the Principal Sum up to a maximum of $25,000

Class 3

Benefit Amount 5% of the Principal Sum up to a maximum of $25,000

This Benefit Amount is not subject to Section IV - Maximum Payment for Multiple Losses and Multiple Benefits, of the Contract.

BTA6074

Seat Belt and Occupant Protection Device

Class 1

Benefit Amount for Seat Belt 10% of the Principal Sum

Alternate Benefit Amount $2,000

Benefit Amount for Occupant Protection Device 10% of the Principal Sum

Maximum Benefit Amount for SeatBelt and Occupant Protection Device 20% of the Principal Sum to a maximum of $50,000

Class 2

Benefit Amount for Seat Belt 10% of the Principal Sum

Alternate Benefit Amount $2,000

Benefit Amount for Occupant Protection Device 10% of the Principal Sum

Maximum Benefit Amount for SeatBelt and Occupant Protection Device 20% of the Principal Sum to a maximum of $50,000

Class 3

Benefit Amount for Seat Belt 10% of the Principal Sum

Alternate Benefit Amount $2,000

Benefit Amount for Occupant Protection Device 10% of the Principal Sum

Maximum Benefit Amount for SeatBelt and Occupant Protection Device 20% of the Principal Sum to a maximum of $50,000

This Benefit Amount is not subject to Section IV - Maximum Payment for Multiple Losses and Multiple Benefits, of the Contract.

BTA6080

Section V - Aggregate Limit of Insurance

$5,000,000 per Accident

If more than one (1) Insured Person suffers a Loss in the same Accident, then We will not pay more than the Aggregate Limit of Insurance shown above. If an Accident results in Benefit Amounts becoming payable, which when totaled, exceed the applicable Aggregate Limit of Insurance shown above, then the Aggregate Limit of Insurance will be divided proportionally among the Insured Persons, based on each applicable Benefit Amount.

BTA6088

Insurance only applies for the Classes, Hazards, Benefits and Losses that are specifically indicated as insured.

BTA6090

Hazards

Business Travel Family Hazard

Business Travel Family Hazard means all circumstances, subject to the terms and conditions of this policy, to which a Dependent of a Primary Insured Person may be exposed while traveling in connection with the Primary Insured Person’s Business Travel or Relocation Travel, provided that all such travel is authorized by, and at the expense of, the Policyholder.

The insurance under this Business Travel Family Hazard begins at the actual start of Business Travel or Relocation Travel whether the point of origin is from the Dependent’s residence or regular place of employment, whichever occurs last. This Business Travel Family Hazard ends immediately upon return to a Dependent’s residence or regular place of employment, whichever occurs first.

This Business Travel Family Hazard includes Personal Excursion.

Limitation on Business Travel Family Hazard

With respect to this Business Travel Family Hazard:

1) no person insured as a Primary Insured Person can be insured as a Dependent; and

2) no person shall be insured as a Dependent of more than one Primary Insured Person.

BTA5514

Extraordinary Commutation Hazard

Extraordinary Commutation Hazard means all circumstances, subject to the terms and conditions of this policy, arising from and occurring during Commutation by a Primary Insured Person using any form of conveyance when a strike, major breakdown or catastrophe causes the discontinuance of service of one or more public transportation system(s) regularly used by such Primary Insured Person for Commutation. This Extraordinary Commutation Hazard ends with resumption of service of the affected transportation system(s) or the expiration of sixty (60) consecutive days, whichever occurs first.

BTA5506

24 Hour Business Travel Hazard

24 Hour Business Travel Hazard means all circumstances, subject to the terms and conditions of this policy, arising from and occurring while the Primary Insured Person is on Business Travel or Relocation Travel.

Insurance under this 24 Hour Business Travel Hazard begins at the actual start of Business Travel or Relocation Travel whether the point of origin is from the Primary Insured Person’s residence or regular place of employment, whichever occurs last. Insurance under this 24 Hour Business Travel Hazard ends immediately upon return to the Primary Insured Person’s residence or regular place of employment, whichever occurs first.

24 Hour Business Travel Hazard does not include Commutation. 24 Hour Business Travel Hazard includes Personal Excursion.

BTA5528

EX-10.8

EXHIBIT 10.8

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (the “Agreement”) is made as of [            ] by and between Ryerson Inc., a Delaware corporation (the “Company”), and [            ] (“Indemnitee”).

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the corporation or business enterprise itself. The By-laws of the Company require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (“DGCL”). The By-laws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the board of directors, officers and other persons with respect to indemnification;

WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;

WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified;

WHEREAS, this Agreement is a supplement to and in furtherance of the By-laws of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;

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WHEREAS, Indemnitee does not regard the protection available under the Company’s By-laws and insurance as adequate in the present circumstances, and may not be willing to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he be so indemnified; and

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

Section 1. Services to the Company

Indemnitee agrees to serve as a director or an officer of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Company’s Certificate of Incorporation, the Company’s By-laws, and the General Corporation Law of the State of Delaware. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a director or an officer of the Company.

Section 2. Definitions

As used in this Agreement:

(a) A “Change in Control” shall be deemed to have occurred if:

(i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than (w) the Company, (x) a trustee or other fiduciary holding voting securities under an employee benefit plan of the Company, (y) an underwriter temporarily holding voting securities pursuant to an offering of such securities, or (z) a corporation owned, directly or indirectly, by the security holders of the Company in substantially the same proportions as their ownership of voting securities of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of voting securities of the Company (not including in the voting securities beneficially owned by such person any voting securities acquired directly from the Company or its affiliates) representing 20% or more of the combined voting power of the Company’s then outstanding voting securities;

(ii) during any period of two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’s security holders was approved by a vote of at least two-thirds (2/3) of the directors

-2-

then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, provided, however, that no director designated by a person who has entered into an agreement with the Company to effect a transaction described in clauses (i), (iii) or (iv) of this Subsection 2(a) shall be deemed a Continuing Director for the purposes of this clause (ii) and, provided, further that if any new director assumes office in connection with or as a result of an actual or threatened proxy or other election contest of the Board, then the nomination or election of such new director shall not constitute, or be deemed to constitute, an approval by the Continuing Directors for purposes of this Subsection 2(a);

(iii) there occurs a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding voting securities under an employee benefit plan of the Company, at least 60% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires more than 50% of the combined voting power of the Company’s then outstanding voting securities; or

(iv) the holders of voting securities of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

(v) there occurs:

(A) a sale or disposition, directly or indirectly, other than to a person described in subclause (w), (x) or (z) of clause (i) of this Subsection 2(a), of voting securities of Indemnitee’s employer, any direct or indirect parent company of Indemnitee’s employer or any company that is a subsidiary of Indemnitee’s employer and is also a significant subsidiary (as defined below) of the Company (Indemnitee’s employer and such a parent or subsidiary being a “Related Company”), representing 50% or more of the combined voting power of the securities of such Related Company then outstanding;

(B) a merger or consolidation of a Related Company with any other corporation, other than:

(1) a merger or consolidation which would result in the voting securities of the Related Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding voting securities under an employee benefit plan of the Company, at least 60% of the combined voting power of the voting securities of the Related Company or such surviving entity outstanding immediately after such merger or consolidation;

(2) a merger or consolidation effected to implement a recapitalization of the Related Company (or similar transaction) in which no person acquires more than 50% of the combined voting power of the Related Company’s then outstanding voting securities; or

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(3) a merger or consolidation which would result in 50% or more of the combined voting power of the surviving company being beneficially owned by the Company or by a majority owned direct or indirect subsidiary of the Company; or

(C) the sale or disposition of all or substantially all the assets of a Related Company to a person other than the Company or a majority owned direct or indirect subsidiary of the Company.

Notwithstanding any other provision of this Agreement, no change in control of the Company shall be deemed to have occurred under this Subsection 2(a) if (I) such transaction includes or involves a sale to the public or a distribution to the stockholders of the Company of more than 50% of the voting securities of Indemnitee’s employer or a direct or indirect parent of Indemnitee’s employer, and (II) Indemnitee’s employer or a direct or indirect parent of Indemnitee’s employer agrees to become a successor to the Company under this Agreement or Indemnitee is covered by an agreement providing for benefits upon a change in control of Indemnitee’s employer following an event described in this Subsection 2(a). For purposes of this Agreement, the term “significant subsidiary” has the meaning given to such term under Rule 405 of the Securities Act of 1933, as amended.

(b) “Corporate Status” describes the status of a person who is or was a director, officer, employee or agent of the Company or of any other corporation, partnership or joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the request of the Company.

(c) “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(d) “Enterprise” shall mean the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary.

(e) “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedes bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

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(f) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

(g) The term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, in which Indemnitee was, is or will be involved as a party or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any action taken by him or her or of any action on his or her part while acting as director or officer of the Company, or by reason of the fact that he is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement; except one initiated by a Indemnitee to enforce his or her rights under this Agreement.

(h) Reference to “other enterprise” shall include employee benefit plans; references to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in manner “not opposed to the best interests of the Company” as referred to in this Agreement.

Section 3. Indemnity in Third-Party Proceedings

The Company shall indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified against all Expenses, judgments, fines

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and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding had no reasonable cause to believe that his or her conduct was unlawful.

Section 4. Indemnity in Proceedings by or in the Right of the Company

The Company shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. No indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

Section 5. Indemnification for Expenses of a Party Wholly or Partly Successful

Notwithstanding any other provisions of this Agreement, to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company also shall indemnify Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which the Indemnitee was successful. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Section 6. Indemnification For Expenses of a Witness

Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

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Section 7. Additional Indemnification

(a) Notwithstanding any limitation in Sections 3, 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding.

(b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to:

(i) to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL, and

(ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Section 8. Exclusions

Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee:

(a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or

(b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or

(c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Section 9. Advances of Expenses

In accordance with the pre-existing requirement of Section 2 of Article VI of the By-laws of the Company, and notwithstanding any provision of this Agreement to the contrary, the Company shall advance, to the extent not prohibited by law, the expenses incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within 30 days after the

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receipt by the Company of a statement or statements requesting such advances from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. The Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that the Indemnitee undertakes to repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. This Section 9 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 8.

Section 10. Procedure for Notification and Defense of Claim

(a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The omission to notify the Company will not relieve the Company from any liability which it may have to Indemnitee otherwise than under this Agreement. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.

(b) The Company will be entitled to participate in the Proceeding at its own expense.

Section 11. Procedure Upon Application for Indemnification

(a) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 10(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

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(b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 11(a) hereof, the Independent Counsel shall be selected as provided in this Section 11(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 10 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 13(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Section 12. Presumptions and Effect of Certain Proceedings

(a) In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 10(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by its directors or independent legal counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or independent legal counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

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(b) If the person, persons or entity empowered or selected under Section 11 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 12(b) shall not apply (i) if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 11(a) of this Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for such determination the Board of Directors has resolved to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within seventy five (75) days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having been so called and such determination is made thereat, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 11(a) of this Agreement.

(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.

(d) Reliance as Safe Harbor. For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Enterprise. The provisions of this Section 12(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.

(e) Actions of Others. The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

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Section 13. Remedies of Indemnitee

(a) In the event that (i) a determination is made pursuant to Section 11 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 11(a) of this Agreement within 60 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5 or 6 or the last sentence of Section 11(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to Section 3, 4 or 7 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by a court of his or her entitlement to such indemnification or advancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 13(a); provided, however, that a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement shall not be subject to the restriction in the foregoing clause. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

(b) In the event that a determination shall have been made pursuant to Section 11(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 13 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 13 the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

(c) If a determination shall have been made pursuant to Section 11(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 13, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 13 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefore) advance such expenses, to the extent not prohibited by law, to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may be.

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Section 14. Non-exclusivity; Survival of Rights; Insurance; Subrogation

(a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s Certificate of Incorporation, the Company’s By-laws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s By-laws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee or agent under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

(c) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(d) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement is provided hereunder) hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

(e) The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

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Section 15. Duration of Agreement

This Agreement shall continue until and terminate upon the later of: (a) 10 years after the date that Indemnitee shall have ceased to serve as a director or an officer of the Company or (b) 1 year after the final termination of any Proceeding then pending in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to Section 13 of this Agreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his or her heirs, executors and administrators.

Section 16. Severability

If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

Section 17. Enforcement

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director or officer of the Company.

(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation of the Company, the By-laws of the Company and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

Section 18. Modification and Waiver

No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the parties thereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.

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Section 19. Notice by Indemnitee

Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to the Indemnitee under this Agreement or otherwise.

Section 20. Notices

All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, (c) mailed by reputable overnight courier and receipted for by the party to whom said notice or other communication shall have been directed or (d) sent by facsimile transmission, with receipt of oral confirmation that such transmission has been received:

(a)      If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide to the Company.

(b) If to the Company to

Ryerson, Inc.

2621 W. 15^th Place

Chicago, IL 60608

Attn: Corporate Secretary

or to any other address as may have been furnished to Indemnitee by the Company.

Section 21. Contribution

To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

Section 22. Applicable Law and Consent to Jurisdiction

This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 13(a) of this Agreement, the Company and Indemnitee hereby irrevocably and

-14-

unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) appoint, to the extent such party is not otherwise subject to service of process in the State of Delaware, irrevocably RL&F Service Corp., One Rodney Square, 10th Floor, 10th and King Streets, Wilmington, Delaware 19801 as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

Section 23. Identical Counterparts

This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

-15-

Section 24. Miscellaneous

The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written.

RYERSON INC.		INDEMNITEE
By:
Title:	Vice President - Human Resources	Name:
		Address:

-16-

EX-10.8(A)

Exhibit 10.8(a)

Schedule to Form of Indemnification Agreement between

Ryerson Inc. and the following parties:

Jameson A. Baxter

Richard G. Cline

Russell M. Flaum

James A. Henderson

Gregory P. Josefowicz

James R. Kackley

Dennis J. Keller

Jerry K. Pearlman

Neil S. Novich

Martha Miller de Lombera

Anré D. Williams

Jay M. Gratz

Gary J. Niederpruem

James M. Delaney

Stephen E. Makarewicz

EX-10.9

Exhibit 10.9

Named Executive Officer Merit Increases

Effective January 28, 2007

Name / Title	2007 Annual Base Salary
Neil S. Novich Chairman, President and Chief Executive Officer	$	850,000
Jay M. Gratz Executive Vice President, Chief Financial Officer and President – Ryerson Coil Processing	$	525,300
Gary J. Niederpruem Executive Vice President	$	525,300
Stephen E. Makarewicz President – Ryerson South	$	335,000
James M. Delaney President – Global Accounts Division	$	280,152

EX-10.11

EXHIBIT 10.11

Chubb Group        Insurance Companies 15 Mountain View Road Warren, New Jersey 07059 Executive Protection Portfolio^SM Executive Liability and Entity Securities Liability Coverage Section

DECLARATIONS	FEDERAL INSURANCE COMPANY
	A stock insurance company, incorporated under the laws of Indiana, herein called the Company

THIS COVERAGE SECTION PROVIDES CLAIMS MADE COVERAGE, WHICH APPLIES ONLY TO “CLAIMS” FIRST MADE DURING THE “POLICY PERIOD”, OR ANY EXTENDED REPORTING PERIOD. THE LIMIT OF LIABILITY TO PAY “LOSS” WILL BE REDUCED, AND MAY BE EXHAUSTED, BY “DEFENSE COSTS”, AND “DEFENSE COSTS” WILL BE APPLIED AGAINST THE RETENTION. READ THE ENTIRE POLICY CAREFULLY.

Item 1.	Parent Organization: Ryerson Inc 2621 West 15th Place Chicago, IL 60608
Item 2.	Limits of Liability:
	(A) Each Claim:	$	15,000,000.00
	(B) Each Policy Period:	$	15,000,000.00
	(C) Sublimit for all Securityholder Derivative Demands under Insuring Clause 4:	$	250,000.00
Item 3.	Coinsurance Percentage:
	(A) Securities Claims:		0.00	%
	(B) Claims other than Securities Claims:		0.00	%
Item 4.	Retention:
	(A) Insuring Clauses 1 and 4:		None
	(B) Insuring Clause 2 (Claims other than Securities Claims):	$	1,000,000.00
	(C) Insuring Clauses 2 and 3 (Securities Claims only):	$	2,000,000.00
Item 5.	Organization:
	Ryerson Inc and its Subsidiaries

Item 6.	Extended Reporting Period:
	(A) Additional Period:	365 Days
	(B) Additional Premium:	150 % of Annualized Premium for the Expiring Policy Period
Item 7.	Pending or Prior Date:	None

Executive Protection Portfolio ^SM

Executive Liability and Entity Securities

Liability Coverage Section

(ii) such Insured Person having gained in fact any profit, remuneration or advantage to which such Insured Person was not legally entitled,

as evidenced by (A) any written statement or written document by any Insured or (B) any judgment or ruling in any judicial, administrative or alternative dispute resolution proceeding.

Applicable To Insuring Clause 3 Only

8. The Company shall not be liable under Insuring Clause 3 for Loss on account of any Securities Claim made against any Organization:

(a) based upon, arising from, or in consequence of:

(i) the committing in fact of any deliberately fraudulent act or omission or any willful violation of any statute or regulation by an Organization or by any past, present or future chief financial officer, in-house general counsel, president, chief executive officer or chairperson of an Organization; or

(ii) such Organization having gained in fact any profit, remuneration or advantage to which such Organization was not legally entitled,

as evidenced by (A) any written statement or written document by any Insured or (B) any judgment or ruling in any judicial, administrative or alternative dispute resolution proceeding; or

(b) for any actual or alleged liability of an Organization under any contract or agreement that relates to the purchase, sale, or offer to purchase or sell any securities; provided that this Exclusion 8(b) shall not apply to liability that would have attached to such Organization in the absence of such contract or agreement.

Severability of Exclusions

9.    (a) No fact pertaining to or knowledge possessed by any Insured Person shall be imputed to any other Insured Person for the purpose of applying the exclusions in Subsection 7 of this coverage section.

(b) Only facts pertaining to and knowledge possessed by any past, present, or future chief financial officer, in-house general counsel, president, chief executive officer or chairperson of an Organization shall be imputed to such Organization for the purpose of applying the exclusions in Subsection 8 of this coverage section.

Spouses, Estates and Legal Representatives

10. Subject otherwise to the General Terms and Conditions and the limitations, conditions, provisions and other terms of this coverage section, coverage shall extend to Claims for the Wrongful Acts of an Insured Person made against:

EX-21

EXHIBIT 21

SUBSIDIARIES OF RYERSON INC.

The subsidiaries of Ryerson Inc. (other than certain subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a significant subsidiary), three of which are incorporated in the State of Delaware, as noted below, and each of which is wholly owned by Ryerson Inc., are as follows as of December 31, 2006:

Joseph T. Ryerson & Son, Inc.

(a Delaware corporation)

Ryerson Americas, Inc. f/k/a Ryerson Tull International, Inc.

(a Delaware corporation)

Ryerson Procurement Corporation f/k/a Ryerson Tull Procurement Corporation

(a Delaware corporation)

Integris Metals, Ltd.*

(a Canadian corporation)

* merged with Ryerson Canada, Inc. effective January 1, 2007

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 33-59161, No. 33-62897, No. 333-59009, No. 333-121638 and No. 333-122316), Registration Statement on Form S-4 (No. 333-122317) and in the Registration Statements on Form S-8 (No. 33-59783, No. 333-06977, No. 333-06989, No. 333-78429, No. 333-62382 and No. 333-88476) of Ryerson Inc. of our reports dated March 9, 2007, with respect to the consolidated financial statements and schedule of Ryerson Inc., Ryerson Inc. management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Ryerson Inc., included in this Annual Report (Form 10-K) of Ryerson Inc. for the year ended December 31, 2006.

/s/ Ernst & Young LLP

Chicago, Illinois

March 9, 2007

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 33-59161, No. 33-62897, No. 333-59009, No. 333-121638 and No. 333-122316), the Registration Statement on Form S-4 (No. 333-122317) and in the Registration Statements on Form S-8 (No. 33-59783, No. 333-06977, No. 333-06989, No. 333-78429, No. 333-62382 and No. 333-88476) of Ryerson Inc. of our report dated March 30, 2006 relating to the consolidated financial statements and financial statement schedule, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Chicago, Illinois

March 9, 2007

EX-24

EXHIBIT 24

RYERSON INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director and(or) officer of Ryerson Inc., a Delaware corporation, do hereby nominate, constitute and appoint Jay M. Gratz, Neil S. Novich, Terence R. Rogers and Lily L. May, or any one or more of them, my true and lawful attorneys and agents to do any and all acts and things and execute any and all instruments which said attorneys and agents, or any of them, may deem necessary or advisable to enable said Ryerson Inc. to comply with the Securities Exchange Act of 1934, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the preparation and filing of the Annual Report on Form 10-K of said Ryerson Inc. for the fiscal year ended December 31, 2006, including specifically, but without limitation thereof, full power and authority to sign my name as a director and(or) officer of said Ryerson Inc. to said Annual Report on Form 10-K and any amendment thereto, hereby ratifying and confirming all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of February, 2007.

/s/ Jameson A. Baxter

Jameson A. Baxter

RYERSON INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director and(or) officer of Ryerson Inc., a Delaware corporation, do hereby nominate, constitute and appoint Jay M. Gratz, Neil S. Novich, Terence R. Rogers and Lily L. May, or any one or more of them, my true and lawful attorneys and agents to do any and all acts and things and execute any and all instruments which said attorneys and agents, or any of them, may deem necessary or advisable to enable said Ryerson Inc. to comply with the Securities Exchange Act of 1934, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the preparation and filing of the Annual Report on Form 10-K of said Ryerson Inc. for the fiscal year ended December 31, 2006, including specifically, but without limitation thereof, full power and authority to sign my name as a director and(or) officer of said Ryerson Inc. to said Annual Report on Form 10-K and any amendment thereto, hereby ratifying and confirming all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of February, 2007.

/s/ Richard G. Cline

Richard G. Cline

RYERSON INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director and(or) officer of Ryerson Inc., a Delaware corporation, do hereby nominate, constitute and appoint Jay M. Gratz, Neil S. Novich, Terence R. Rogers and Lily L. May, or any one or more of them, my true and lawful attorneys and agents to do any and all acts and things and execute any and all instruments which said attorneys and agents, or any of them, may deem necessary or advisable to enable said Ryerson Inc. to comply with the Securities Exchange Act of 1934, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the preparation and filing of the Annual Report on Form 10-K of said Ryerson Inc. for the fiscal year ended December 31, 2006, including specifically, but without limitation thereof, full power and authority to sign my name as a director and(or) officer of said Ryerson Inc. to said Annual Report on Form 10-K and any amendment thereto, hereby ratifying and confirming all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of February, 2007.

/s/ Russell M. Flaum

Russell M. Flaum

RYERSON INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director and(or) officer of Ryerson Inc., a Delaware corporation, do hereby nominate, constitute and appoint Jay M. Gratz, Neil S. Novich, Terence R. Rogers and Lily L. May, or any one or more of them, my true and lawful attorneys and agents to do any and all acts and things and execute any and all instruments which said attorneys and agents, or any of them, may deem necessary or advisable to enable said Ryerson Inc. to comply with the Securities Exchange Act of 1934, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the preparation and filing of the Annual Report on Form 10-K of said Ryerson Inc. for the fiscal year ended December 31, 2006, including specifically, but without limitation thereof, full power and authority to sign my name as a director and(or) officer of said Ryerson Inc. to said Annual Report on Form 10-K and any amendment thereto, hereby ratifying and confirming all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of February, 2007.

/s/ James A. Henderson

James A. Henderson

RYERSON INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director and(or) officer of Ryerson Inc., a Delaware corporation, do hereby nominate, constitute and appoint Jay M. Gratz, Neil S. Novich, Terence R. Rogers and Lily L. May, or any one or more of them, my true and lawful attorneys and agents to do any and all acts and things and execute any and all instruments which said attorneys and agents, or any of them, may deem necessary or advisable to enable said Ryerson Inc. to comply with the Securities Exchange Act of 1934, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the preparation and filing of the Annual Report on Form 10-K of said Ryerson Inc. for the fiscal year ended December 31, 2006, including specifically, but without limitation thereof, full power and authority to sign my name as a director and(or) officer of said Ryerson Inc. to said Annual Report on Form 10-K and any amendment thereto, hereby ratifying and confirming all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of February, 2007.

/s/ Gregory P. Josefowicz

Gregory P. Josefowicz

RYERSON INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director and(or) officer of Ryerson Inc., a Delaware corporation, do hereby nominate, constitute and appoint Jay M. Gratz, Neil S. Novich, Terence R. Rogers and Lily L. May, or any one or more of them, my true and lawful attorneys and agents to do any and all acts and things and execute any and all instruments which said attorneys and agents, or any of them, may deem necessary or advisable to enable said Ryerson Inc. to comply with the Securities Exchange Act of 1934, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the preparation and filing of the Annual Report on Form 10-K of said Ryerson Inc. for the fiscal year ended December 31, 2006, including specifically, but without limitation thereof, full power and authority to sign my name as a director and(or) officer of said Ryerson Inc. to said Annual Report on Form 10-K and any amendment thereto, hereby ratifying and confirming all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of February, 2007.

/s/ Dennis J. Keller

Dennis J. Keller

RYERSON INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director and(or) officer of Ryerson Inc., a Delaware corporation, do hereby nominate, constitute and appoint Jay M. Gratz, Neil S. Novich, Terence R. Rogers and Lily L. May, or any one or more of them, my true and lawful attorneys and agents to do any and all acts and things and execute any and all instruments which said attorneys and agents, or any of them, may deem necessary or advisable to enable said Ryerson Inc. to comply with the Securities Exchange Act of 1934, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the preparation and filing of the Annual Report on Form 10-K of said Ryerson Inc. for the fiscal year ended December 31, 2006, including specifically, but without limitation thereof, full power and authority to sign my name as a director and(or) officer of said Ryerson Inc. to said Annual Report on Form 10-K and any amendment thereto, hereby ratifying and confirming all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of February, 2007.

/s/ Martha Miller de Lombera

Martha Miller de Lombera

RYERSON INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director and(or) officer of Ryerson Inc., a Delaware corporation, do hereby nominate, constitute and appoint Jay M. Gratz, Terence R. Rogers and Lily L. May, or any one or more of them, my true and lawful attorneys and agents to do any and all acts and things and execute any and all instruments which said attorneys and agents, or any of them, may deem necessary or advisable to enable said Ryerson Inc. to comply with the Securities Exchange Act of 1934, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the preparation and filing of the Annual Report on Form 10-K of said Ryerson Inc. for the fiscal year ended December 31, 2006, including specifically, but without limitation thereof, full power and authority to sign my name as a director and(or) officer of said Ryerson Inc. to said Annual Report on Form 10-K and any amendment thereto, hereby ratifying and confirming all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of February, 2007.

/s/ Neil S. Novich

Neil S. Novich

RYERSON INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director and(or) officer of Ryerson Inc., a Delaware corporation, do hereby nominate, constitute and appoint Jay M. Gratz, Neil S. Novich, Terence R. Rogers and Lily L. May, or any one or more of them, my true and lawful attorneys and agents to do any and all acts and things and execute any and all instruments which said attorneys and agents, or any of them, may deem necessary or advisable to enable said Ryerson Inc. to comply with the Securities Exchange Act of 1934, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the preparation and filing of the Annual Report on Form 10-K of said Ryerson Inc. for the fiscal year ended December 31, 2006, including specifically, but without limitation thereof, full power and authority to sign my name as a director and(or) officer of said Ryerson Inc. to said Annual Report on Form 10-K and any amendment thereto, hereby ratifying and confirming all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of February, 2007.

/s/ Jerry K. Pearlman

Jerry K. Pearlman

RYERSON INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director and(or) officer of Ryerson Inc., a Delaware corporation, do hereby nominate, constitute and appoint Jay M. Gratz, Neil S. Novich, Terence R. Rogers and Lily L. May, or any one or more of them, my true and lawful attorneys and agents to do any and all acts and things and execute any and all instruments which said attorneys and agents, or any of them, may deem necessary or advisable to enable said Ryerson Inc. to comply with the Securities Exchange Act of 1934, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the preparation and filing of the Annual Report on Form 10-K of said Ryerson Inc. for the fiscal year ended December 31, 2006, including specifically, but without limitation thereof, full power and authority to sign my name as a director and(or) officer of said Ryerson Inc. to said Annual Report on Form 10-K and any amendment thereto, hereby ratifying and confirming all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of February, 2007.

/s/ Anré D. Williams

Anré D. Williams

EX-31.1

EXHIBIT 31.1

CERTIFICATE OF THE

PRINCIPAL EXECUTIVE OFFICER

I, Neil S. Novich, certify that:

1. I have reviewed this annual report on Form 10-K of Ryerson Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s last fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	March 12, 2007
Signature:	/s/    Neil S. Novich
	Neil S. Novich Chairman, President & Chief Executive Officer (Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATE OF THE

PRINCIPAL FINANCIAL OFFICER

I, Jay M. Gratz, certify that:

1. I have reviewed this annual report on Form 10-K of Ryerson Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s last fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:

a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	March 12, 2007
Signature:	/s/     Jay M. Gratz
	Jay M. Gratz Executive Vice President and Chief Financial Officer (Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

[LETTERHEAD]

Written Statement of the Chief Executive Officer

I, Neil S. Novich, as Chairman, President and Chief Executive Officer of Ryerson Inc. (the “Company”), state and certify that this Form 10-K Annual Report for the period ended December 31, 2006, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in this Form 10-K Annual Report for the period ended December 31, 2006, fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Neil S. Novich

Neil S. Novich

Chairman, President & Chief Executive Officer

(Principal Executive Officer)

March 12, 2007

EX-32.2

EXHIBIT 32.2

[LETTERHEAD]

Written Statement of the Chief Financial Officer

I, Jay M. Gratz, as Executive Vice President and Chief Financial Officer of Ryerson Inc. (the “Company”), state and certify that this Form 10-K Annual Report for the period ended December 31, 2006, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in this Form 10-K Annual Report for the period ended December 31, 2006, fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Jay M. Gratz

Jay M. Gratz

Executive Vice President & Chief Financial Officer

(Principal Financial Officer)

March 12, 2007