10-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2010

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. 333-152102

RYERSON INC.

(Exact name of registrant as specified in its charter)

DELAWARE	36-3425828
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2621 West 15^th Place

Chicago, Illinois 60608

(Address of principal executive offices)

(773) 762-2121

(Registrant’s telephone number, including area code)

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

None

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  x    No  ¨

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  ¨    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K(§229.405 of this chapter) 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, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	¨

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

Not applicable because no public equity market exists for such shares; the aggregate market value of the common stock held by non-affiliates of the Company is not determinable.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

As of March 1, 2011, there were 100 shares of our Common Stock, par value $0.01 per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

TABLE OF CONTENTS

		Page
Special Note Regarding Forward-Looking Statements
PART I
Item 1.	Business		1
Item 1A.	Risk Factors		8
Item 1B.	Unresolved Staff Comments		13
Item 2.	Properties		13
Item 3.	Legal Proceedings		16
Item 4.	Removed and Reserved		16
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		16
Item 6.	Selected Financial Data		17
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk		30
Item 8.	Financial Statements and Supplementary Data		32
	Report of Independent Registered Public Accounting Firm		33
	Notes to Consolidated Financial Statements		38
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		69
Item 9A.	Controls and Procedures		69
Item 9B.	Other Information		70
PART III
Item 10.	Directors and Executive Officers, and Corporate Governance		70
Item 11.	Executive Compensation		72
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		78
Item 13.	Certain Relationships and Related Transactions, and Director Independence		79
Item 14.	Principal Accounting Fees and Services		80
PART IV
Item 15.	Exhibits and Financial Statement Schedules		81
Signatures			82

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report contains “forward-looking statements.” 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 our business are:

• cyclicality of our business, due to the cyclical nature of our customers’ businesses;

• 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;

• impairment of goodwill that could result from, among other things, volatility in the markets in which we operate;

• 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, or during periods of generally declining prices, when our customers may demand that price decreases be passed fully on to them more quickly than we are able to obtain similar discounts from our suppliers;

• the failure to effectively integrate newly acquired operations;

• 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;

• fluctuating operating costs depending on seasonality;

• our substantial indebtedness and the covenants in instruments governing such indebtedness;

• potential damage to our information technology infrastructure;

• work stoppages;

• certain employee retirement benefit plans that are underfunded and the actual costs could exceed current estimates;

• future funding for postretirement employee benefits may require substantial payments from current cash flow;

• prolonged disruption of our processing centers;

• ability to retain and attract management and key personnel;

• ability of management to focus on North American and foreign operations;

• termination of supplier arrangements;

• the incurrence of substantial costs or liabilities to comply with, or as a result of violations of, environmental laws;

• the impact of new or pending litigation against us;

• a risk of product liability claims;

• our risk management strategies may result in losses;

• currency fluctuations in the U.S. dollar versus the Canadian dollar, the Chinese renminbi, and the Hong Kong dollar;

• management of inventory and other costs and expenses; and

• consolidation in the metals producer industry, in which we purchase products, which could limit our ability to effectively negotiate and manage costs of inventory or cause material shortages, both of which could impact profitability.

These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Forward-looking statements should, therefore, be considered in light of various factors, including those set forth in this Annual Report under “Risk Factors” and the caption “Industry and Operating Trends” included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Annual Report. Moreover, we caution you not to place undue reliance on these forward-looking statements, which speak only as of the date they were made. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this Annual Report or to reflect the occurrence of unanticipated events.

PART I

ITEM 1. BUSINESS.

Ryerson Inc. (“Ryerson”), a Delaware corporation, conducts materials distribution operations in the United States through its wholly-owned direct subsidiary Joseph T. Ryerson & Son, Inc. (“JT Ryerson”), in Canada through its indirect wholly-owned subsidiary Ryerson Canada, Inc., a Canadian corporation (“Ryerson Canada”) and in Mexico through its indirect wholly-owned subsidiary Ryerson Metals de Mexico, S. de R.L. de C.V., a Mexican corporation (“Ryerson Mexico”). Ryerson, through its predecessor, has been in business since 1842.

On October 19, 2007, the merger (the “Platinum Acquisition”) of Rhombus Merger Corporation (“Merger Sub”), a Delaware corporation and a wholly-owned subsidiary of Ryerson Holding Corporation (“Ryerson Holding”), with and into Ryerson, was consummated in accordance with the Agreement and Plan of Merger, dated July 24, 2007, by and among Ryerson, Ryerson Holding and Merger Sub (the “Merger Agreement”). Upon the closing of the Platinum Acquisition, Ryerson ceased to be a publicly traded company and became a wholly-owned subsidiary of Ryerson Holding. 99% of the issued and outstanding capital stock of Ryerson Holding is owned by affiliates of Platinum Equity, LLC (“Platinum”).

On October 31, 2008, Ryerson Holding acquired an additional 20% interest in Ryerson China Limited (“Ryerson China”), formerly named VSC-Ryerson China Limited, a joint venture with Van Shung Chong Holdings Limited (“VSC”), increasing Ryerson Holding’s ownership percentage to 60%. On December 31, 2008, VSC sold an additional 20% interest in Ryerson China: 10% was purchased by a wholly-owned subsidiary of Ryerson Holding and the remaining 10% was purchased by a subsidiary of Ryerson. Ryerson’s total contribution in 2008 was $7.1 million, increasing its direct ownership percentage to 50%. On July 12, 2010, we acquired VSC’s remaining 20% equity interest in Ryerson China. As a result, Ryerson China is now a wholly-owned subsidiary of Ryerson Holding. We consolidated the operations of Ryerson China as of October 31, 2008.

Unless the context indicates otherwise, Ryerson, JT Ryerson, Ryerson Canada, Ryerson China, and Ryerson Mexico together with their subsidiaries, are collectively referred to herein as “Ryerson”, “we,” “us,” “our,” or the “Company.”

In addition to our United States, Canada, Mexico and China operations, we conducted materials distribution operations in India through Tata Ryerson Limited, a joint venture with Tata Iron & Steel Corporation, an integrated steel manufacturer in India, until July 10, 2009, when we sold our 50% investment to our joint venture partner, Tata Steel Limited.

Our Company

We are a leading North American processor and distributor of metals measured in terms of sales, with operations in the United States, Canada, Mexico and China. We distribute and process various kinds of metals, including stainless and carbon steel and aluminum products. We are among the largest purchasers of metals in North America. For the year ended December 31, 2010, we purchased approximately 2.4 million tons of materials from many suppliers throughout the world. As of December 31, 2010, we operated approximately 100 facilities across North America and five facilities in China. For the year ended December 31, 2010, our net sales were $3.9 billion and our net loss was $70.0 million.

Our service center locations allow us to process and deliver the volumes of metal our customers demand. Due to our scale, we are able to process and distribute standardized products in large volumes while maintaining low operating costs. Our distribution capabilities include a fleet of tractors and trailers that are owned, leased or dedicated by third party carriers. With these capabilities, we are able to efficiently meet our customers’ just-in-time delivery demands.

We carry a full line of products in stainless steel, aluminum, carbon steel and alloy steels, 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. More than one-half of the materials we sell are processed. We use processing and fabricating techniques such as sawing, slitting, blanking, cutting to length, leveling, flame cutting, laser cutting, edge trimming, edge rolling, roll forming, tube manufacturing, polishing and shearing to process materials to specified thickness, length, width, shape and surface quality pursuant to specific customer orders. We also use third-party fabricators and processors to outsource certain processes to enhance our services.

We have approximately 40,000 customers across a wide range of end markets. For the year ended December 31, 2010, no single customer accounted for more than 5% of our sales and our top 10 customers accounted for less than 12% of our sales. Our customer base ranges in size from large, national, original equipment manufacturers, to local independently owned fabricators and machine shops. Our geographic network and customization capabilities allow us to serve large, national manufacturing companies in North America by providing a consistent standard of products and services across multiple locations. Many of our facilities possess processing capabilities, which allow us to provide customized products and solutions to local customers on a smaller scale while maintaining just-in-time deliveries to our customers.

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As part of securing customer orders, we also provide technical services to our customers to assure a cost effective material application while maintaining or improving the customers’ product quality. We have designed our services to reduce our customers’ costs by minimizing their investment in inventory and improving their production efficiency.

Since Platinum’s acquisition of Ryerson in October 2007, we have implemented numerous strategic initiatives aimed at reducing costs, improving working capital management, increasing efficiencies and enhancing liquidity. Our management team has decentralized our operations, improved inventory turns, rationalized facilities and reduced headcount. These changes position Ryerson for future growth and profitability.

Industry Overview

Metals service centers serve as key intermediaries between metal producers and end users of metal products. Metal producers offer commodity products and typically sell metals in the form of standard-sized coils, sheets, plates, structurals, bars and tubes. Producers prefer large order quantities, longer lead times and limited inventory in order to maximize capacity utilization. End users of metal products seek to purchase metals with customized specifications, including value-added processing. End market customers look for “one-stop” suppliers that can offer processing services along with lower order volumes, shorter lead times, and more reliable delivery. As an intermediary, metals service centers aggregate end-users’ demand, purchase metal in bulk to take advantage of economies of scale and then process and sell metal that meets specific customer requirements. The end-markets for metals service centers are highly diverse and include machinery, manufacturing, construction and transportation.

The metals service center industry is comprised of many companies, the majority of which have limited product lines and inventories, with customers located in a specific geographic area. The industry is highly fragmented with a large number of small companies and few relatively large companies. In general, competition is based on quality, service, price and geographic proximity.

The metals service center industry typically experiences cash flow trends that are counter-cyclical to the revenue and volume growth of the industry. Companies that participate in the industry have assets that are composed primarily of working capital. During an industry downturn, companies generally reduce working capital investments and generate cash as inventory and accounts receivable balances decline. As a result, operating cash flow and liquidity tend to increase during a downturn, which typically facilitates industry participants’ ability to cover fixed costs and repay outstanding debt.

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 a single 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 high. Specialized service centers focus their activities on a narrower range of product and service offerings than do 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 metals 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.

We compete 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 us. We also compete to a lesser extent with primary metal producers. Primary metal 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 we purchase from foreign steelmakers, some of our competitors purchase a higher percentage of metals than us 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 North America.

Competitive Strengths

Leading Market Position with National Scale and a Strong International Presence.

We believe we are the second largest metals service center in the United States and Canada based on sales. We also believe we are the largest distributor of stainless steel, one of the two largest distributors of aluminum products, and one of the leading distributors of carbon flat roll, plate, bar and tubing products in the United States and Canada market. For the year ended December 31, 2010, we generated approximately $3.9 billion in net sales. We have a broad geographic presence with approximately 100 locations in the United States, Canada and Mexico and we believe we are the only major North American service center whose activities in China represent a sizeable portion of overall operations. Our China operations represented approximately 8% of our volume in 2010, where we have grown from three metals service centers in 2006 to five in 2009. We believe this presence positions us favorably in the largest metals market in the world.

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Our service centers are located near our customer locations, enabling us to provide timely delivery to customers across numerous geographic markets. Additionally, our widespread network of locations in the United States, Canada, Mexico and China utilize methodologies that allow us to target and serve customers with diverse supply chain requirements across multiple manufacturing locations. We believe our operating structure, coupled with sales and customer service employees focused on the complex needs of our larger customers, provides a competitive advantage in serving these customers. Our ability to transfer inventory among our facilities better enables us to timely and profitably source specialized items at regional locations throughout our network than if we were required to maintain inventory of all products at each location.

Diverse Customer Base and Product Offerings.

We believe that our broad and diverse customer base provides a strong platform for growth in a recovering economy and helps protect us from regional and industry-specific downturns. We have approximately 40,000 customers across a diverse range of industries, including metals fabrication, industrial machinery, commercial transportation, electrical equipment and appliances and construction equipment. During the year ended December 31, 2010, no single customer accounted for more than 5% of our sales, and our top 10 customers accounted for less than 12% of sales. Approximately 1,500 of our customers operate in multiple locations and our relationships with these customers provide us with stable demand and the ability to better manage profitability.

We carry a full range of products including stainless steel, aluminum, carbon steel and alloy steels and a limited line of nickel and red metals. In addition, we provide a broad range of processing and fabrication services such as sawing, slitting, blanking, cutting to length, leveling, flame cutting, laser cutting, edge trimming, edge rolling, roll forming, tube manufacturing, polishing and shearing to process materials to a specified thickness, length, width, shape and surface quality pursuant to specific customer orders. We also provide supply chain solutions, including just-in-time delivery, and value-added components to many original equipment manufacturers.

Experienced Management Team Driving a New Operating Philosophy.

Our senior management team has extensive industry and operational experience and has been instrumental in optimizing and implementing our transformation since Platinum’s acquisition of Ryerson. All of these managers, with the exception of two, were previously with us and were appointed to their current posts after Platinum’s acquisition of Ryerson. These senior managers have an average of more than 20 years of experience in the metals or service center industries and approximately 20 years with Ryerson or its predecessors. We believe our senior management has successfully managed Ryerson through past market cycles and is in a position to manage Ryerson successfully going forward.

Broad-Based Platform for Growth.

We believe we are in a position to grow sales and increase our profits, notwithstanding our net loss of $70.0 million for the year ended December 31, 2010. While industry analysts expect the service center industry to benefit from improving general economic conditions, we expect several end-markets where we have meaningful exposure (including the heavy and medium truck/transportation, machinery, industrial equipment and appliance sectors) will likely experience stronger shipment growth in the coming years compared to overall industrial growth. In addition, a number of our other characteristics will enhance our growth, including our comprehensive U.S. and Canada sales and operations network, our presence in China, our entry into the Mexican market as well as our experience and ability to execute on strategic acquisitions.

Strong Relationships with Suppliers.

We have long-term relationships with our suppliers and also opportunistically take advantage of purchasing opportunities abroad. We believe that we are frequently one of the largest customers of our suppliers and that concentrating our orders among a core group of suppliers is an effective method for obtaining favorable pricing and service. Suppliers worldwide are consolidating and large, geographically diversified customers, such as Ryerson, are desirable partners for these larger suppliers.

Industry Outlook

The U.S. manufacturing sector recovered in 2010 following the severe economic downturn in 2009. While this recovery led to an increase in sales activity for metals service centers, industry volume still remains below historical levels. We believe that manufacturers’ and service centers’ inventory levels will likely remain low relative to activity if the recovery continues due to improved discipline in inventory management practices.

According to the Institute for Supply Management, the Purchasing Managers’ Index (“PMI”) ended the year at 57.0%, marking a full year of month-over-month expansion in the manufacturing economy. The U.S. Congressional Budget Office is forecasting real GDP growth rates of 4.0% in 2011 and 4.1% in 2012.

Metals prices have increased significantly from the historically low levels in 2009. London Metal Exchange (“LME”) prices for nickel and aluminum declined during the middle of 2010, but have since recovered to close at or near yearly highs. The CRU price

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index for hot-rolled carbon was mostly flat in 2010, but still remains significantly higher than the historically low levels in 2009. As the economic recovery continues, we believe rising metals prices are sustainable if producers remain disciplined in matching production with demand.

China continues to be a key driver in the growth of global metals demand. Industry analysts are projecting China’s GDP to grow 9.0% in 2011 after growing 9.8% in 2010. We expect to continue to expand our operations in China, which we believe will allow us to benefit from the growth in this market.

Products and Services

We carry 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 our percentage of sales by major product lines for 2008, 2009 and 2010:

	Year Ended December 31,
Product Line	2008			2009			2010
Stainless		30	%		25	%		28	%
Aluminum		20			22			21
Carbon flat rolled		25			28			28
Bars, tubing and structurals		9			8			8
Fabricated and carbon plate		11			11			10
Other		5			6			5
Total		100	%		100	%		100	%

More than one-half of the materials sold by us are processed. We use processing and fabricating techniques such as sawing, slitting, blanking, cutting to length, leveling, flame cutting, laser cutting, edge trimming, edge rolling, polishing and shearing 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 us are slitting, which involves cutting coiled metals to specified widths along the length of the coil, and leveling, which involves flattening metals and cutting them to exact lengths. We also use third-party fabricators to outsource certain processes that we are not able to perform internally (such as pickling, painting, forming and drilling) to enhance our value-added services.

The plate burning and fabrication processes are particularly important to us. 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, we also provide services to customers to assure cost effective material application while maintaining or improving the customers’ product quality.

Our services include: just-in-time inventory programs, production of kits containing multiple products for ease of assembly by the customer, consignment arrangements and the placement of our employees at a customer’s site for inventory management and production and technical assistance. We also provide special stocking programs in which products that would not otherwise be stocked by us 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

Our customer base is diverse, numbering approximately 40,000 and includes most metal-consuming industries, most of which are cyclical. No single customer accounted for more than 5% of our sales for the year ended December 31, 2010, and the top 10 customers accounted for less than 12% of our sales in 2010. Substantially all of our sales are attributable to our U.S. operations and substantially all of our long-lived assets are located in the United States. Our Canadian operations comprised 10% of our sales in each of 2008, 2009 and 2010 and our China operations comprised 0%, 4% and 4% of our sales in 2008, 2009 and 2010, respectively. In addition, our Canadian operations’ assets comprised 9%, 13% and 10% of consolidated assets at December 31, 2008, 2009 and 2010, respectively and our Chinese operations’ assets comprised 4%, 4% and 5% of consolidated assets at December 31, 2008, 2009 and 2010, respectively. During 2010, we started operations in Mexico. Our Mexican operations’ sales and assets were less than 1% of our worldwide sales and assets in 2010.

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The following table shows the Company’s percentage of sales by class of customers for 2008, 2009 and 2010:

	Percentage of Sales
Class of Customer	2008			2009			2010
Fabricated metal products producers		29	%		32	%		37	%
Machinery manufacturers		26			28			29
Electrical machinery producers		10			12			10
Transportation equipment producers		11			14			11
Construction-related purchasers		6			3			3
Wholesale distributors		5			4			4
Metals mills and foundries		2			2			1
Other		11			5			5
Total		100	%		100	%		100	%

Some of our largest customers have procurement programs with us, 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 our financial exposure, we generally match 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

For the year ended December 31, 2010, our top 25 suppliers accounted for approximately 77% of our purchase dollars.

We purchase the majority of our inventories at prevailing market prices from key suppliers with which we have established relationships to obtain improvements in price, quality, delivery and service. We are generally able to meet our materials requirements because we use 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, we may not be able to pass our increased material costs fully to customers. In recent years there have been significant consolidations among suppliers of carbon steel, stainless steel, and aluminum. Continued consolidation among suppliers could lead to disruptions in our ability to meet our material requirements as the sources of our products become more concentrated from fewer producers. We believe we will be able to meet our material requirements because we believe that we have good relationships with our suppliers and believe we will continue to be among the largest customers of our suppliers.

Sales and Marketing

We maintain our own sales force. In addition to our office sales staff, we market and sell our products through the use of our field sales force that has extensive product and customer knowledge and through a comprehensive catalog of our products. Our office and field sales staffs, which together consist of approximately 900 employees, include technical and metallurgical personnel.

A portion of our customers experience seasonal slowdowns. Our 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, our sales in the first two quarters of the year are usually higher than in the third and fourth quarters.

Capital Expenditures

In recent years we have made capital expenditures to maintain, improve and expand processing capabilities. Additions by us to property, plant and equipment, together with retirements for the five years ended December 31, 2010, excluding the initial purchase price of acquisitions and the initial effect of fully consolidating a joint venture, are set forth below. The net capital change during such period aggregated to a reduction of $4.7 million.

	Additions		Retirements or Sales		Net
	(In millions)
2010	$	27.0	$	5.5	$	21.5
2009		22.8		17.4		5.4
2008		30.1		52.0		(21.9	)
2007		60.7		54.4		6.3
2006		35.7		51.7		(16.0	)

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We currently anticipate capital expenditures, excluding acquisitions, of up to approximately $50 million for 2011. We expect capital expenditures will be funded from cash generated by operations and available borrowings.

Employees

As of December 31, 2010, we employed approximately 3,600 persons in North America and 600 persons in China. Our North American workforce was comprised of approximately 1,800 office employees and approximately 1,800 plant employees. Forty percent of our plant employees were members of various unions, including the United Steel Workers and the International Brotherhood of Teamsters. Our relationship with the various unions has generally been good. There has been one work stoppage over the last five years. On January 31, 2006, the agreement with the then joint United Steelworkers and the International Brotherhood of Teamsters unions, which represented approximately 540 employees at three Chicago area facilities, expired. The membership of the joint unions 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, lasting through March 31, 2009.

Six collective bargaining agreements expired in 2008, a year in which we reached agreement on the renewal of four contracts covering 53 employees. Two contracts covering 52 employees were extended into 2009. We reached agreement in 2009 on one of the extended contracts covering 45 employees and the single remaining contract from 2008, covering approximately five persons, remains on an extension. In addition, negotiations over a new collective bargaining agreement at a newly certified location employing four persons began in late 2008 and concluded in 2009. Nine contracts covering 339 persons were scheduled to expire in 2009. We reached agreement on the renewal of eight contracts covering approximately 258 persons and one contract covering approximately 81 persons was extended. During 2010, the parties to this extended contract covering two Chicago area facilities agreed to sever the bargaining unit between the two facilities and bargaining was concluded for one facility which covers approximately 50 employees. This new contract expires on December 31, 2011. The other facility’s contract which covers approximately 31 employees remains on extension. Seven contracts covering approximately 85 persons were scheduled to expire in 2010. We reached agreement on the renewal of all seven contracts. Ten contracts covering approximately 293 persons are scheduled to expire in 2011. One of these contracts which covers 50 employees will not be renewed due to facility closure. We may not be able to negotiate extensions of these agreements or new agreements prior to their expiration date. As a result, we may experience additional labor disruptions in the future. A widespread work stoppage could have a material adverse effect on our results of operations, financial position and cash flows if it were to last for a significant period of time.

Environmental, Health and Safety Matters

Our operations are subject to many foreign, federal, state and local laws and regulations relating to the protection of the environment and to health and safety. In particular, our operations are subject to extensive requirements relating to waste disposal, recycling, air and water emissions, the handling of hazardous substances, environmental protection, remediation, underground storage tanks, asbestos-containing building materials, workplace exposure and other matters. Our management believes that our operations are presently in substantial compliance with all such laws and does not presently anticipate that we will be required to expend any substantial amounts in the foreseeable future in order to meet present environmental, workplace health or safety requirements. Any related proceedings or investigations regarding personal injury or governmental claims could result in substantial costs to us, divert our management’s attention and result in significant liabilities, fines, or the suspension or interruption of our facilities.

We continue to analyze and implement improvements for protection of the environment, health and safety risks. As a result, additional costs and liabilities may be incurred to comply with future requirements or to address newly discovered conditions, which costs and liabilities could have a material adverse effect on our results of operations, financial condition or cash flows. For example, there is increasing likelihood that additional regulation of greenhouse gas emissions will occur at the foreign, federal, state and local level, which could affect us, our suppliers and our customers. While the costs of compliance could be significant, given the highly uncertain outcome and timing of future action by the U.S. federal government and states on this issue, we cannot predict the financial impact of future greenhouse gas emission reduction programs on our operations or our customers at this time. We do not currently anticipate any new programs disproportionately impacting us compared to our competitors.

Some of the properties owned or leased by us are located in industrial areas or have a history of heavy industrial use. We may incur environmental liabilities with respect to these properties in the future that could have a material adverse effect on our financial condition or results of operations. We may also incur environmental liabilities at sites to which we sent our waste. We do not expect any related investigation or remediation costs or any pending remedial actions or claims at properties presently or formerly used for our operations or to which we sent waste that are expected to have a material adverse effect on our financial condition, results of operations or cash flows. However, we cannot rule out the possibility that we could be notified of such claims in the future.

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, we expect spending for pollution control projects to remain at historical levels.

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Our United States operations are also subject to the Department of Transportation Federal Motor Carrier Safety Regulations. We operate a private trucking motor fleet for making deliveries to some of our customers. Our drivers do not carry any material quantities of hazardous materials. Our foreign operations are subject to similar regulations. Future regulations could increase maintenance, replacement, and fuel costs for our fleet. These costs could have a material adverse effect on our results of operations, financial condition or cash flows.

Intellectual Property

We own 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. We consider certain other information owned by us to be trade secrets. We protect our trade secrets by, among other things, entering into confidentiality agreements with our employees regarding such matters and implementing measures to restrict access to sensitive data and computer software source code on a need-to-know basis. We believe that these safeguards adequately protect our proprietary rights and vigorously defend these rights. While we consider all of our intellectual property rights as a whole to be important, we do not consider any single right to be essential to our operations as a whole. Our Floating Rate Senior Secured Notes due November 1, 2014 (“2014 Notes”) and 12% Senior Secured Notes due November 1, 2015 (“2015 Notes”) (together, the “Ryerson Notes”) are secured by our intellectual property.

Foreign Operations

Ryerson Canada

Ryerson Canada, an indirect wholly-owned Canadian subsidiary of Ryerson, is a metals service center and processor. Ryerson Canada has facilities in Calgary (AB), Edmonton (AB), Richmond (BC), Winnipeg (MB), Saint John (NB), Brampton (ON), Sudbury (ON), Toronto (ON) (includes Canadian headquarters), Laval (QC), Vaudreuil (QC) and Saskatoon (SK), Canada.

Ryerson China

In 2006, Ryerson and VSC and its subsidiary, CAMP BVI, formed Ryerson China to enable us, through this foreign operation, to provide metals distribution services in China. We invested $28.3 million in Ryerson China for a 40% equity interest. On October 31, 2008, Ryerson Holding purchased an additional 20% in Ryerson China. We consolidated the operations of Ryerson China as of October 31, 2008. On December 31, 2008, VSC sold an additional 20% interest in Ryerson China: 10% interest was purchased by an affiliate of Ryerson Holding, with the remaining 10% interest purchased by a subsidiary of Ryerson. Ryerson’s total contribution in 2008 was $7.1 million, increasing its direct ownership percentage to 50%. On July 12, 2010, we acquired VSC’s remaining 20% equity interest in Ryerson China. As a result, Ryerson China is now a wholly-owned subsidiary of Ryerson Holding. Ryerson China is based in Shanghai and operates processing and service centers in Guangzhou, Dongguan, Kunshan, Tianjin and Wuhan and a sales office in Shanghai.

Ryerson Mexico

Ryerson Mexico, an indirect wholly-owned subsidiary of Ryerson, operates as a metals service center and processor. Ryerson formed Ryerson Mexico in 2010 to expand operations into the Mexican market. Ryerson Mexico has a service center in Monterrey, Mexico and a sales office in Mexicali, Mexico.

Available Information

All periodic and current reports and other filings that we are required to file with the Securities and Exchange Commission (“SEC”), including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant Section 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge from the SEC’s website (http://www.sec.gov) or public reference room at 100 F Street N.E., Washington, D.C. 20549 (1-800-SEC-0330) or through our website at http://www.ryerson.com. Such documents are available as soon as reasonably practicable after electronic filing of the material with the SEC. Copies of these reports (excluding exhibits) may also be obtained free of charge, upon written request to: Legal Department, Ryerson Inc., 2621 West 15^th Place, Chicago, Illinois 60608.

The Company also posts its Code of Ethics on the website. See “Directors, Executive Officers and Corporate Governance—Code of Ethics“ for more information regarding our Code of Ethics.

Our website address is included in this report for information purposes only. Our website and the information contained therein or connected thereto are not incorporated into this annual report on Form 10-K.

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ITEM 1A. RISK FACTORS.

Our business faces many risks. You should carefully consider the risks and uncertainties described below, together with the other information in this report, including the consolidated financial statements and notes to consolidated financial statements. We cannot assure you that any of the events discussed in the risk factors below will not occur. These risks could have a material and adverse impact on our business, results of operations, financial condition and cash flows.

We service industries that are highly cyclical, and any downturn in our customers’ industries could reduce our sales and profitability. The economic downturn has reduced demand for our products and may continue to reduce demand until an economic recovery.

Many of our products are sold to industries that experience significant fluctuations in demand based on economic conditions, energy prices, seasonality, consumer demand and other factors beyond our control. These industries include manufacturing, electrical products and transportation. We do not expect the cyclical nature of our industry to change.

The U.S. economy entered an economic recession in December 2007, which spread to many global markets in 2008 and 2009 and affected Ryerson and other metals service centers. Beginning in late 2008 and continuing through 2010, the metals industry, including Ryerson and other service centers, felt additional effects of the global economic crisis and recovery thereto and the impact of the credit market disruption. These events contributed to a rapid decline in both demand for our products and pricing levels for those products. The Company has implemented a number of actions to conserve cash, reduce costs and strengthen its competitiveness, including curtailing non-critical capital expenditures, initiating headcount reductions and reductions of certain employee benefits, among other actions. However, there can be no assurance that these actions, or any others that the Company may take in response to further deterioration in economic and financial conditions, will be sufficient.

The volatility of the market could result in a material impairment of goodwill.

We evaluate goodwill on an annual basis and whenever events or changes in circumstances indicate potential impairment. Events or changes in circumstances that could trigger an impairment review include significant underperformance relative to our historical or projected future operating results, significant changes in the manner or the use of our assets or the strategy for our overall business, and significant negative industry or economic trends. We test for impairment of goodwill by calculating the fair value of a reporting unit using an income approach based on discounted future cash flows. Under this method, the fair value of each reporting unit is estimated based on expected future economic benefits discounted to a present value at a rate of return commensurate with the risk associated with the investment. 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. The income approach is subject to a comparison for reasonableness to a market approach at the date of valuation. Significant changes in any one of the assumptions made as part of our analysis, which could occur as a result of actual events, or further declines in the market conditions for our products, could significantly impact our impairment analysis. An impairment charge, if incurred, could be material.

The global financial and banking crises have caused a lack of credit availability that has limited and may continue to limit the ability of our customers to purchase our products or to pay us in a timely manner.

In climates of global financial and banking crises, such as those from which we are currently recovering, the ability of our customers to maintain credit availability has become more challenging. In particular, the financial viability of many of our customers is threatened, which may impact their ability to pay us amounts due, further affecting our financial condition and results of operations.

The metals distribution business is very competitive and increased competition could reduce our gross margins and net income.

The principal markets that we serve are highly competitive. The metals distribution industry is 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 we participate comes from companies of various sizes, some of which have greater financial resources than we have and some of which have more established brand names in the local markets served by us. Increased competition could force us to lower our prices or to offer increased services at a higher cost, which could reduce our profitability.

The economic downturn has reduced metals prices. Though prices have risen since the onset of the economic downturn, we cannot assure you that prices will continue to rise. Changing metals prices may have a significant impact on our liquidity, net sales, gross margins, operating income and net income.

The metals industry as a whole is cyclical and, at times, pricing and availability of metal can be volatile due to numerous factors beyond our control, including general domestic and international economic conditions, labor costs, sales levels, competition, levels of inventory held by other metals service centers, consolidation of metals producers, higher raw material costs for the producers of metals, import duties and tariffs and currency exchange rates. This volatility can significantly affect the availability and cost of materials for us.

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We, like many other metals service centers, maintain substantial inventories of metal to accommodate the short lead times and just-in-time delivery requirements of our customers. Accordingly, we purchase metals in an effort to maintain our inventory at levels that we believe to be appropriate to satisfy the anticipated needs of our customers based upon historic buying practices, contracts with customers and market conditions. When metals prices decline, as they did in 2008 and 2009, customer demands for lower prices and our competitors’ responses to those demands could result in lower sale prices and, consequently, lower margins as we use existing metals inventory. Notwithstanding recent price increases, metals prices may decline in 2011, and declines in those prices or further reductions in sales volumes could adversely impact our ability to maintain our liquidity and to remain in compliance with certain financial covenants under our $1.35 billion revolving credit facility agreement that matures on the earliest of (a) March 14, 2016, (b) the date that occurs 90 days prior to the scheduled maturity date of the 2014 Notes, if the 2014 Notes are then outstanding and (c) the date that occurs 90 days prior to the scheduled maturity date of the 2015 Notes, if the 2015 Notes are then outstanding (as amended, the “Ryerson Credit Facility”), as well as result in us incurring inventory or goodwill impairment charges. Changing metals prices therefore could significantly impact our liquidity, net sales, gross margins, operating income and net income.

We have a substantial amount of indebtedness, which could adversely affect our financial position and prevent us from fulfilling our financial obligations.

We currently have a substantial amount of indebtedness. As of December 31, 2010, our total indebtedness was approximately $960 million. We may also incur additional indebtedness in the future. As of December 31, 2010, we had approximately $317 million of unused capacity under the Ryerson Credit Facility. Our substantial indebtedness may:

• make it difficult for us to satisfy our financial obligations, including making scheduled principal and interest payments on our outstanding notes and our other indebtedness;

• limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions and general corporate and other purposes;

• limit our ability to use our cash flow or obtain additional financing for future working capital, capital expenditures, acquisitions or other general corporate purposes;

• require us to use a substantial portion of our cash flow from operations to make debt service payments;

• limit our flexibility to plan for, or react to, changes in our business and industry;

• place us at a competitive disadvantage compared to our less leveraged competitors; and

• increase our vulnerability to the impact of adverse economic and industry conditions.

We may be able to incur substantial additional indebtedness in the future. The terms of the Ryerson Credit Facility and the indentures governing our outstanding notes restrict but do not prohibit us from doing so. If new indebtedness is added to our current debt levels, the related risks that we now face could intensify.

The covenants in the Ryerson Credit Facility and the indentures governing our notes impose, and covenants contained in agreements governing indebtedness that we incur in the future may impose, restrictions that may limit our operating and financial flexibility.

The Ryerson Credit Facility and the indentures governing our notes contain a number of significant restrictions and covenants that limit our ability and the ability of our restricted subsidiaries to:

• incur additional debt;

• pay dividends on our capital stock or repurchase our capital stock;

• make certain investments or other restricted payments;

• create liens or use assets as security in other transactions;

• merge, consolidate or transfer or dispose of substantially all of our assets; and

• engage in transactions with affiliates.

The terms of the Ryerson Credit Facility require that, in the event availability under the facility declines to a certain level, we maintain a minimum fixed charge coverage ratio at the end of each fiscal quarter. Additionally, our future indebtedness may contain covenants more restrictive in certain respects than the restrictions contained in the Ryerson Credit Facility and the indentures governing our notes. Operating results below current levels or other adverse factors, including a significant increase in interest rates, could result in our being unable to comply with financial covenants that are contained in the Ryerson Credit Facility or that may be contained in any future indebtedness. If our indebtedness is in default for any reason, our business, financial condition and results of operations could be materially and adversely affected. In addition, complying with these covenants may also cause us to take actions that are not favorable to holders of our notes and may make it more difficult for us to successfully execute our business strategy and compete against companies that are not subject to such restrictions.

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We may not be able to generate sufficient cash to service all of our indebtedness.

Our ability to make payments on our indebtedness depends on our ability to generate cash in the future. Our outstanding notes, the Ryerson Credit Facility and our other outstanding indebtedness are expected to account for significant cash interest expenses. Accordingly, we will have to generate significant cash flows from operations to meet our debt service requirements. If we do not generate sufficient cash flow to meet our debt service and working capital requirements, we may be required to sell assets, seek additional capital, reduce capital expenditures, restructure or refinance all or a portion of our existing indebtedness, or seek additional financing. Moreover, insufficient cash flow may make it more difficult for us to obtain financing on terms that are acceptable to us, or at all. Furthermore, Platinum has no obligation to provide us with debt or equity financing and we therefore may be unable to generate sufficient cash to service all of our indebtedness.

Because a substantial portion of our indebtedness bears interest at rates that fluctuate with changes in certain prevailing short-term interest rates, we are vulnerable to interest rate increases.

A substantial portion of our indebtedness, including the Ryerson Credit Facility and the 2014 Notes, bears interest at rates that fluctuate with changes in certain short-term prevailing interest rates. As of December 31, 2010, we had approximately $102.9 million of the 2014 Notes and approximately $457.3 million of outstanding borrowings under the Ryerson Credit Facility, with an additional $317 million available for borrowing under such facility. Assuming a consistent level of debt, a 100 basis point change in the interest rate on our floating rate debt effective from the beginning of the year would increase or decrease our fiscal 2010 interest expense under the Ryerson Credit Facility and the 2014 Notes by approximately $4.7 million on an annual basis. We use derivative financial instruments to manage a portion of the potential impact of our interest rate risk. To some extent, derivative financial instruments can protect against increases in interest rates, but they do not provide complete protection over the long term. If interest rates increase dramatically, we could be unable to service our debt which could have a material adverse effect on our business, financial condition, results of operations or cash flows.

We may not be able to successfully consummate and complete the integration of future acquisitions, and if we are unable to do so, we may be unable to increase our growth rates.

We have grown through a combination of internal expansion, acquisitions and joint ventures. We intend to continue to grow through selective acquisitions, but we may not be able to identify appropriate acquisition candidates, obtain financing on satisfactory terms, consummate acquisitions or integrate acquired businesses effectively and profitably into our existing operations. Restrictions contained in the agreements governing our notes, the Ryerson Credit Facility or our other existing or future debt may also inhibit our ability to make certain investments, including acquisitions and participations in joint ventures.

Our future success will depend on our ability to complete the integration of these future acquisitions successfully into our operations. After any acquisition, customers may choose to diversify their supply chains to reduce reliance on a single supplier for a portion of their metals needs. We may not be able to retain all of our and an acquisition’s customers, which may adversely affect our business and sales. Integrating acquisitions, particularly large acquisitions, requires us to enhance our operational and financial systems and employ additional qualified personnel, management and financial resources, and may adversely affect our business by diverting management away from day-to-day operations. Further, failure to successfully integrate acquisitions may adversely affect our profitability by creating significant operating inefficiencies that could increase our operating expenses as a percentage of sales and reduce our operating income. In addition, we may not realize expected cost savings from acquisitions, which may also adversely affect our profitability.

We may not be able to retain or expand our 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.

Our customer base primarily includes manufacturing and industrial firms. Some of our 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; and some customers have closed as they were unable to compete successfully with overseas competitors. Our facilities are predominately located in the United States and Canada. To the extent that our customers cease U.S. operations, relocate or move operations overseas to regions in which we do not have a presence, we could lose their business. Acquirers of manufacturing and industrial firms may have suppliers of choice that do not include us, which could impact our customer base and market share.

Certain of our operations are located outside of the United States, which subjects us to risks associated with international activities.

Certain of our operations are located outside of the United States, primarily in Canada, Mexico and China. We are subject to the Foreign Corrupt Practices Act (“FCPA”), which generally prohibits U.S. companies and their intermediaries from making corrupt payments or otherwise corruptly giving any other thing of value to foreign officials for the purpose of obtaining or keeping business or otherwise obtaining favorable treatment, and requires companies to maintain adequate record-keeping and internal accounting practices. The FCPA applies to covered companies, individual directors, officers, employees and agents. Under the FCPA, U.S. companies may be held liable for some actions taken by strategic or local partners or representatives. If we or our intermediaries fail to comply with the requirements of the FCPA, governmental authorities in the United States could seek to impose civil and/or criminal penalties, which could have a material adverse effect on our business, operations, financial conditions and cash flows.

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Operating results experience seasonal fluctuations.

A portion of our customers experience seasonal slowdowns. Our 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, our sales in the first two quarters of the year are usually higher than in the third and fourth quarters.

Damage to our information technology infrastructure could harm our business.

The unavailability of any of our computer-based systems for any significant period of time could have a material adverse effect on our operations. In particular, our ability to manage inventory levels successfully largely depends on the efficient operation of our computer hardware and software systems. We use 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. We will be required to expend substantial resources to integrate our information systems with the systems of companies we have acquired. The integration of these systems may disrupt our 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.

Any significant work stoppages can harm our business.

As of December 31, 2010, we employed approximately 3,600 persons in North America and 600 persons in China. Our North American workforce was comprised of approximately 1,800 office employees and approximately 1,800 plant employees. Forty percent of our plant employees were members of various unions, including the United Steel Workers and the International Brotherhood of Teamsters. Our relationship with the various unions has generally been good. There has been one work stoppage over the last five years. On January 31, 2006, the agreement with the then joint United Steelworkers and the International Brotherhood of Teamsters unions, which represented approximately 540 employees at three Chicago area facilities, expired. The membership of the joint unions 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, lasting through March 31, 2009.

Six collective bargaining agreements expired in 2008, a year in which we reached agreement on the renewal of four contracts covering 53 employees. Two contracts covering 52 employees were extended into 2009. We reached agreement in 2009 on one of the extended contracts covering 45 employees and the single remaining contract from 2008, covering approximately five persons, remains on an extension. In addition, negotiations over a new collective bargaining agreement at a newly certified location employing four persons began in late 2008 and concluded in 2009. Nine contracts covering 339 persons were scheduled to expire in 2009. We reached agreement on the renewal of eight contracts covering approximately 258 persons and one contract covering approximately 81 persons was extended. During 2010, the parties to this extended contract covering two Chicago area facilities agreed to sever the bargaining unit between the two facilities and bargaining was concluded for one facility which covers approximately 50 employees. This new contract expires on December 31, 2011. The other facility’s contract which covers approximately 31 employees remains on extension. Seven contracts covering approximately 85 persons were scheduled to expire in 2010. We reached agreement on the renewal of all seven contracts. Ten contracts covering approximately 293 persons are scheduled to expire in 2011. One of these contracts which covers 50 employees will not be renewed due to facility closure. We may not be able to negotiate extensions of these agreements or new agreements prior to their expiration date. As a result, we may experience additional labor disruptions in the future. A widespread work stoppage could have a material adverse effect on our results of operations, financial position and cash flows if it were to last for a significant period of time.

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, 2010, our pension plan had an unfunded liability of $306 million. Our actual costs for benefits required to be paid may exceed those projected and future actuarial assessments to the extent those costs may exceed the current assessment. Under those circumstances, the adjustments required to be made to our recorded liability for these benefits could have a material adverse effect on our results of operations and financial condition and cash payments to fund these plans could have a material adverse effect on our cash flows. We may be required to make substantial future contributions to improve the plan’s funded status, which may have a material adverse effect on our results of operations, financial condition or cash flows.

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

We provide postretirement life insurance and medical benefits to eligible retired employees. Our unfunded postretirement benefit obligation as of December 31, 2010 was $176 million. Our actual costs for benefits required to be paid may exceed those projected and future actuarial assessments to the extent those costs may exceed the current assessment. Under those circumstances, the adjustments required to be made to our recorded liability for these benefits could have a material adverse effect on our results of operations and financial condition and cash payments to fund these plans could have a material adverse effect on our cash flows.

Any prolonged disruption of our processing centers could harm our business.

We have dedicated processing centers that permit us 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 our business and results of operations.

If we are unable to retain and attract management and key personnel, it may adversely affect our business.

We believe that our success is due, in part, to our experienced management team. Losing the services of one or more members of our management team could adversely affect our business and possibly prevent us from improving our operational, financial and information management systems and controls. In the future, we may need to retain and hire additional qualified sales, marketing, administrative, operating and technical personnel, and to train and manage new personnel. Our ability to implement our business plan is dependent on our ability to retain and hire a large number of qualified employees each year. If we are unable to hire sufficient qualified personnel, it could have a material adverse effect on our business, results of operations and financial condition.

Our existing international operations and potential joint ventures may cause us to incur costs and risks that may distract management from effectively operating our North American business, and such operations or joint ventures may not be profitable.

We maintain foreign operations in Canada, China and Mexico. 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 we believe that our current arrangements with local partners provide us with experienced business partners in foreign countries, events or issues, including disagreements with our partners, may occur that require attention of our senior executives and may result in expenses or losses that erode the profitability of our foreign operations or cause our capital investments abroad to be unprofitable.

Lead time and the cost of our products could increase if we were to lose one of our primary suppliers.

If, for any reason, our 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, our business could suffer. The number of available suppliers could be reduced by factors such as industry consolidation and bankruptcies affecting steel and metal producers. For the year ended December 31, 2010, our top 25 suppliers represented approximately 77% of our purchases. We could be significantly and adversely affected if delivery were disrupted from a major supplier. If, in the future, we were unable to obtain sufficient amounts of the necessary metals at competitive prices and on a timely basis from our traditional suppliers, we may not be able to obtain such metals from alternative sources at competitive prices to meet our delivery schedules, which could have a material adverse effect on our sales and profitability.

We could incur substantial costs in order to comply with, or to address any violations or liability under, environmental, health and safety laws that could significantly increase our operating expenses and reduce our operating income.

Our operations are subject to various environmental, health and safety statutes and regulations, including laws and regulations governing materials we use. In addition, certain of our operations are subject to foreign, 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 and remediation of contaminated soil, surface waters and groundwater. Failure to maintain or achieve compliance with these laws and regulations or with the permits required for our 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, worker’s compensation or personal injury claims, cleanup costs or temporary or permanent discontinuance of operations. Certain of our facilities are located in industrial areas, have a history of heavy industrial use and have been in operation for many years and, over time, we 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 our operations were disposed of, which could result in future expenditures that cannot be currently quantified and which could have a material adverse effect on our financial position, results of operations or cash flows. Future changes to environmental, health and safety laws or regulations, including those related to climate change, could result in material liabilities and costs, constrain operations or make such operations more costly for us, our suppliers and our customers.

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We are subject to litigation that could strain our resources and distract management.

From time to time, we are involved in a variety of claims, lawsuits and other disputes arising in the ordinary course of business. These suits concern issues including product liability, contract disputes, employee-related matters and personal injury matters. It is not feasible to predict the outcome of all pending suits and claims, and the ultimate resolution of these matters as well as future lawsuits could have a material adverse effect on our business, financial condition, results of operations or cash flows or reputation.

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

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

Substantially all of our capital stock is indirectly owned by a single investor group and its interests as an equity holder may conflict with those of a creditor.

We are a wholly-owned subsidiary of Ryerson Holding, which is controlled by Platinum. As a result, Platinum controls all matters submitted for approval to Ryerson Holding. These matters include the election of all of the members of our board of directors, amendments to our organizational documents, or the approval of any mergers, tender offers, sales of assets or other major corporate transactions.

The interests of Platinum may not in all cases be aligned with interests of holders of the Ryerson Notes. For example, Platinum could cause us to make acquisitions that increase the amount of the indebtedness that is secured or senior to the notes or to sell revenue-generating assets, impairing our ability to make payments under the notes. Additionally, Platinum is in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. Accordingly, Platinum may also pursue acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us. In addition, Platinum may have an interest in pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its equity investment, even though such transactions might involve risks to holders of the Ryerson Notes.

Our risk management strategies may result in losses.

From time to time, we may use fixed-price and/or fixed-volume supplier contracts to offset contracts with customers. Additionally, we 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 our obligations, which could cause us to suffer corresponding losses. A hedging instrument may not be effective in eliminating all of the risks inherent in any particular position. Our profitability may be adversely affected during any period as a result of use of such instruments.

We may be adversely affected by currency fluctuations in the U.S. dollar versus the Canadian dollar and the Chinese renminbi.

We have 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. Additionally, we have significant assets in China. We may from time to time experience losses when the value of the U.S. dollar strengthens against the Canadian dollar or the Chinese renminbi, which could have a material adverse effect on our results of operations. In addition, we will be subject to translation risk when we consolidate our Canadian and Chinese subsidiaries’ net assets into our balance sheet. Fluctuations in the value of the U.S. dollar versus the Canadian dollar or Chinese renminbi could reduce the value of these assets as reported in our financial statements, which could, as a result, reduce our stockholders’ equity.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not applicable.

ITEM 2. PROPERTIES.

As of December 31, 2010, the Company’s facilities are set forth below:

Operations in the United States

JT Ryerson maintains 84 operational facilities, including 8 locations that are dedicated to administration services. All of our metals service center facilities are in good condition and are adequate for JT Ryerson’s existing operations. Approximately 40% of

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these facilities are leased. The lease terms expire at various times through 2025. Owned 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 December 31, 2010:

Location	Own/Lease
Birmingham, AL	Owned
Mobile, AL	Leased
Fort Smith, AR	Owned
Hickman, AR**	Leased
Little Rock, AR (2)	Owned
Phoenix, AZ	Owned
Fresno, CA	Leased
Livermore, CA	Leased
Vernon, CA	Owned
Commerce City, CO	Owned
Greenwood, CO*	Leased
Wilmington, DE	Owned
Jacksonville, FL	Owned
Miami, FL	Owned
Orlando, FL*	Leased
Tampa Bay, FL	Owned
Duluth, GA	Owned
Norcross, GA	Owned
Cedar Rapids, IA	Owned
Des Moines, IA	Owned
Marshalltown, IA	Owned
Boise, ID	Leased
Elgin, IL	Leased
Chicago, IL (Headquarters)*	Owned
Chicago, IL (16th Street Facility)	Owned
Lisle, IL*	Leased
Burns Harbor, IN	Owned
Indianapolis, IN	Owned
Wichita, KS	Leased
Louisville, KY	Owned
Shelbyville, KY**	Owned
Shreveport, LA	Owned
St. Rose, LA	Owned
Devens, MA	Owned

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Location	Own/Lease
Grand Rapids, MI*	Leased
Jenison, MI	Owned
Lansing, MI	Leased
Minneapolis, MN	Owned
Plymouth, MN	Owned
Maryland Heights, MO	Leased
North Kansas City, MO	Owned
St. Louis, MO	Leased
Greenwood, MS	Leased
Jackson, MS	Owned
Billings, MT	Leased
Charlotte, NC	Owned
Charlotte, NC	Owned/Vacated
Greensboro, NC	Owned
Pikeville, NC	Leased
Youngsville, NC	Leased
Omaha, NE	Owned
Lancaster, NY	Owned
Liverpool, NY	Leased
New York, NY*	Leased/Vacated
Cincinnati, OH	Owned/Vacated
Cleveland, OH	Owned
Columbus, OH	Leased
Hamilton, OH*	Leased
Tulsa, OK	Owned
Oklahoma City, OK	Owned
Portland, OR (2)	Leased
Ambridge, PA**	Owned
Fairless Hills, PA	Leased
Pittsburgh, PA*	Leased
Charleston, SC	Owned
Greenville, SC	Owned
Chattanooga, TN	Owned
Knoxville, TN	Leased/Vacated
Memphis, TN	Owned
Nashville, TN	Owned/Vacated
Nashville, TN*	Leased
Dallas, TX (2)	Owned
El Paso, TX	Leased
Houston, TX	Owned
Houston, TX (2)	Leased
Houston, TX	Leased/Vacated
McAllen, TX	Leased
Clearfield, UT (2)	Leased
Pounding Mill, VA	Owned
Richmond, VA	Owned
Renton, WA	Owned
Spokane, WA	Owned
Baldwin, WI	Leased
Green Bay, WI	Owned
Milwaukee, WI	Owned

* Office space only

** Processing centers

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Operations in Canada

Ryerson Canada, a wholly-owned indirect Canadian subsidiary of Ryerson, has 12 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. Four facilities are leased.

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

Operations in China

Ryerson China, a company in which we directly own a 50% interest and Ryerson Holding owns the other 50% interest, has five service and processing centers in China, at Guangzhou, Dongguan, Kunshan, Tianjin and Wuhan, performing coil processing, sheet metal fabrication and plate processing. Ryerson China’s headquarters office building is located in Shanghai. Ryerson China also has three sales offices in Beijing, Wuxi, and Shenzhen. Of the nine total facilities, three facilities are owned, with the remaining being leased. All of the facilities are in good condition and are adequate for Ryerson China’s existing and anticipated operations.

Operations in Mexico

Ryerson Mexico, an indirect wholly-owned subsidiary of Ryerson, has two facilities as of December 31, 2010. We have one sales office in Mexicali, Mexico, and a service center in Monterrey, Mexico, both of which are leased. The facilities are in good condition and are adequate for our existing and anticipated operations.

ITEM 3. LEGAL PROCEEDINGS.

From time to time, we are named as a defendant in legal actions incidental to our ordinary course of business. We do not believe that the resolution of these claims will have a material adverse effect on our financial position, results of operations or cash flows. We maintain liability insurance coverage to assist in protecting our assets from losses arising from or related to activities associated with business operations.

ITEM 4. REMOVED AND RESERVED.

PART II

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

There is no public trading market for our common stock. All of our issued and outstanding capital stock is held by Ryerson Holding, of which Platinum owns 99% of the issued and outstanding capital stock.

The Company declared and paid a dividend of $35.0 million to Ryerson Holding in July 2009. The indentures governing the Ryerson Notes restrict our ability to pay dividends on our common stock. Any payment of cash dividends on our common stock in the future will be at the discretion of our board of directors and will depend upon our results of operations, earnings, capital requirements, financial condition, future prospects, contractual restrictions and other factors deemed relevant by our board of directors.

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ITEM 6. SELECTED FINANCIAL DATA.

The following table sets forth our selected historical consolidated financial information. Our selected historical consolidated statements of operations data for the years ended December 31, 2008, 2009 and 2010 and the summary historical balance sheet data as of December 31, 2009 and 2010 have been derived from our audited consolidated financial statements included in Item 8. “Financial Statements and Supplementary Data.” The selected historical consolidated statements of operations data of our predecessor for the year ended December 31, 2006 and the period from January 1, 2007 through October 19, 2007 and Ryerson as successor for the period from October 20, 2007 through December 31, 2007 and the summary historical balance sheet data of our predecessor as of December 31, 2006 and the summary historical balance sheet data of Ryerson as successor as of December 31, 2007 were derived from the audited financial statements and related notes thereto, which are not included in this Annual Report.

The following consolidated financial information should be read together with Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited Consolidated Financial Statements of Ryerson and the Notes thereto included in Item 8. “Financial Statements and Supplementary Data.”

FIVE YEAR SUMMARY OF SELECTED FINANCIAL DATA AND OPERATING RESULTS

(Dollars in millions, except per ton data)

	Predecessor						Successor
	Year Ended December 31, 2006			Period from January 1 to October 19, 2007			Period from October 20 to December 31, 2007			Year Ended December 31, 2008			Year Ended December 31, 2009			Year Ended December 31, 2010
Statements of Operations Data:
Net sales	$	5,908.9		$	5,035.6		$	966.3		$	5,309.8		$	3,066.1		$	3,895.5
Cost of materials sold		5,050.9			4,307.1			829.1			4,597.7			2,610.6			3,355.7
Gross profit (1)		858.0			728.5			137.2			712.1			455.5			539.8
Warehousing, selling, general and administrative		691.2			569.5			126.9			586.1			483.9			505.7
Restructuring and other charges		4.5			5.1			—			—			—			12.0
Gain on insurance settlement		—			—			—			—			—			(2.6	)
Gain on sale of assets		(21.6	)		(7.2	)		—			—			(3.3	)		—
Impairment charge on fixed assets		—			—			—			—			19.3			1.4
Pension and other postretirement benefits curtailment (gain) loss		—			—			—			—			(2.0	)		2.0
Operating profit (loss)		183.9			161.1			10.3			126.0			(42.4	)		21.3
Other income and (expense), net (2)		1.0			(1.0	)		2.4			21.4			(10.2	)		(3.2	)
Interest and other expense on debt (3)		(70.7	)		(55.1	)		(30.8	)		(109.9	)		(72.9	)		(75.2	)
Income (loss) before income taxes		114.2			105.0			(18.1	)		37.5			(125.5	)		(57.1	)
Provision (benefit) for income taxes (4)		42.4			36.9			(6.9	)		11.7			66.9			12.9
Net income (loss)		71.8			68.1			(11.2	)		25.8			(192.4	)		(70.0	)
Less: Net loss attributable to noncontrolling interest		—			—			—			(1.6	)		(3.1	)		(4.6	)
Net income (loss) attributable to Ryerson Inc.	$	71.8		$	68.1		$	(11.2	)	$	27.4		$	(189.3	)	$	(65.4	)

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	Predecessor						Successor
	Year Ended December 31, 2006			Period from January 1 to October 19, 2007			Period from October 20 to December 31, 2007			Year Ended December 31, 2008			Year Ended December 31, 2009			Year Ended December 31, 2010
Balance Sheet Data (at period end):
Cash and cash equivalents	$	55.1					$	35.2		$	108.9		$	114.9		$	62.2
Restricted cash		0.1						4.5			7.0			19.5			15.6
Working capital		1,420.1						1,235.7			1,066.5			754.1			862.7
Property, plant and equipment, net		401.1						587.0			556.3			488.7			490.4
Total assets		2,537.3						2,576.5			2,272.5			1,787.6			2,061.3
Long-term debt, including current maturities		1,206.5						1,228.8			1,030.3			754.2			960.2
Total equity		648.7						499.2			382.9			166.4			77.4
Other Financial Data:
Cash flows provided by (used in) operations	$	(261.0	)	$	564.0		$	54.1		$	279.3		$	284.7		$	(198.4	)
Cash flows provided by (used in) investing activities		(16.7	)		(24.0	)		(1,069.6	)		24.0			32.1			(44.4	)
Cash flows provided by (used in) financing activities		305.4			(565.6	)		1,021.2			(222.0	)		(320.9	)		184.5
Capital expenditures		35.7			51.6			9.1			30.1			22.8			27.0
Depreciation and amortization		40.0			32.5			7.3			37.7			37.1			38.6
Volume and Per Ton Data:
Tons shipped (000)		3,292			2,535			498			2,505			1,881			2,252
Average selling price per ton	$	1,795		$	1,987		$	1,939		$	2,120		$	1,630		$	1,730
Gross profit per ton		261			287			275			284			242			240
Operating expenses per ton		205			224			254			234			265			230
Operating profit (loss) per ton		56			63			21			50			(23	)		10

(1) The period from January 1 to October 19, 2007 includes a LIFO liquidation gain of $69.5 million, or $42.3 million after-tax. The year ended December 31, 2008 includes a LIFO liquidation gain of $15.6 million, or $9.9 million after-tax.

(2) The year ended December 31, 2008 included a $18.2 million gain on the retirement of debt. The year ended December 31, 2009 included $11.8 million of foreign exchange losses related to short-term loans from our Canadian operations, offset by the recognition of a $2.7 million gain on the retirement of debt. The year ended December 31, 2010 included $2.6 million of foreign exchange losses related to the repayment of a long-term loan to our Canadian operations.

(3) The period from January 1 to October 19, 2007 includes a $2.9 million write off of unamortized debt issuance costs associated with the 2024 Notes that was classified as short term debt and $2.7 million write off of debt issuance costs associated with our prior credit facility upon entering into an amended revolving credit facility relating to that facility during the first quarter of 2007.

(4) The period from January 1 to October 19, 2007 includes a $3.9 million income tax benefit as a result of a favorable settlement from an Internal Revenue Service examination. The year ended December 31, 2009 includes a $92.3 million tax expense related to the establishment of a valuation allowance against the Company’s US deferred tax assets and a $14.5 million income tax charge on the sale of our joint venture in India.

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

The following discussion and analysis should be read in conjunction with Item 6. “Selected Financial Data” and the audited Consolidated Financial Statements of Ryerson Inc. and Subsidiaries and the Notes thereto in Item 8. “Financial Statements and Supplementary Data.” This discussion contains forward-looking statements that involve risks and uncertainties. See the section entitled “Special Note Regarding Forward-Looking Statements.” Our actual results and the timing of selected events could differ materially from those discussed in these forward-looking statements as a result of certain factors, including those discussed in Item 1A. “Risk Factors” and elsewhere in this Form 10-K.

Overview

Business

Ryerson Inc. (“Ryerson”), a Delaware corporation, conducts materials distribution operations in the United States through its wholly-owned direct subsidiary Joseph T. Ryerson & Son, Inc. (“JT Ryerson”), in Canada through its indirect wholly-owned subsidiary Ryerson Canada, Inc., a Canadian corporation (“Ryerson Canada”) and in Mexico through its indirect wholly-owned subsidiary Ryerson Metals de Mexico, S. de R.L. de C.V., a Mexican corporation (“Ryerson Mexico”). Ryerson, through its predecessor, has been in business since 1842.

On October 19, 2007, the merger (the “Platinum Acquisition”) of Rhombus Merger Corporation (“Merger Sub”), a Delaware corporation and a wholly-owned subsidiary of Ryerson Holding Corporation (“Ryerson Holding”), formerly named Rhombus Holding Corporation, with and into Ryerson, was consummated in accordance with the Agreement and Plan of Merger, dated July 24, 2007, by and among Ryerson, Ryerson Holding and Merger Sub (the “Merger Agreement”). Upon the closing of the Platinum Acquisition, Ryerson ceased to be a publicly traded company and became a wholly-owned subsidiary of Ryerson Holding. 99% of the issued and outstanding capital stock of Ryerson Holding is owned by affiliates of Platinum Equity, LLC (“Platinum”).

On October 31, 2008, Ryerson Holding acquired an additional 20% interest in Ryerson China Limited (“Ryerson China”), formerly named VSC-Ryerson China Limited, a joint venture with Van Shung Chong Holdings Limited (“VSC”), increasing Ryerson Holding’s ownership percentage to 60%. On December 31, 2008, VSC sold an additional 20% interest in Ryerson China: 10% was purchased by a wholly-owned subsidiary of Ryerson Holding and the remaining 10% was purchased by a subsidiary of Ryerson. Ryerson’s total contribution in 2008 was $7.1 million, increasing its direct ownership percentage to 50%. On July 12, 2010, we acquired VSC’s remaining 20% equity interest in Ryerson China. As a result, Ryerson China is now a wholly-owned subsidiary of Ryerson Holding. We consolidated the operations of Ryerson China as of October 31, 2008.

Unless the context indicates otherwise, Ryerson, JT Ryerson, Ryerson Canada, Ryerson China, and Ryerson Mexico together with their subsidiaries, are collectively referred to herein as “Ryerson,” “we,” “us,” “our,” “Successor” or the “Company”.

In addition to our United States, Canada, Mexico and China operations, we conducted materials distribution operations in India through Tata Ryerson Limited, a joint venture with the Tata Iron & Steel Corporation, an integrated steel manufacturer in India until July 10, 2009 when we sold our 50% investment to our joint venture partner, Tata Steel Limited.

Industry and Operating Trends

We purchase large quantities of metal products from primary producers and sell 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 us by burning, sawing, slitting, blanking, cutting to length or other techniques. We sell our products and services to many industries, including machinery manufacturers, metals fabricators, 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 our distribution sites to our customers.

Sales, cost of materials sold, gross profit and operating expense control are the principal factors that impact our profitability:

Net Sales. Our sales volume and pricing is driven by market demand, which is largely determined by overall industrial production and conditions in specific industries in which our customers operate. Sales prices are also primarily driven by market factors such as overall demand and availability of product. Our net sales include revenue from product sales, net of returns, allowances, customer discounts and incentives.

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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 cost of materials sold fluctuates with our sales volume and our ability to purchase metals at competitive prices. Increases in sales volume generally enable us both to improve purchasing leverage with suppliers, as we buy larger quantities of metals inventories, and to reduce operating expenses per ton sold.

Gross profit. Gross profit is the difference between net sales and the cost of materials sold. Our sales prices to our customers are subject to market competition. Achieving acceptable levels of gross profit is dependent on our acquiring metals at competitive prices, our ability to manage the impact of changing prices and efficiently managing our 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 our profitability. Operating expenses include costs related to warehousing and distributing our 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. However, domestic metals prices are volatile and remain difficult to predict due to its commodity nature and the extent which prices are affected by interest rates, foreign exchange rates, energy prices, international supply/demand imbalances, surcharges and other factors.

Results of Operations

	Year Ended December 31, 2010			% of Net Sales			Year Ended December 31, 2009			% of Net Sales			Year Ended December 31, 2008			% of Net Sales
Net sales	$	3,895.5			100.0	%	$	3,066.1			100.0	%	$	5,309.8			100.0	%
Cost of materials sold		3,355.7			86.1			2,610.6			85.1			4,597.7			86.6
Gross profit		539.8			13.9			455.5			14.9			712.1			13.4
Warehousing, delivery, selling, general and administrative expenses		505.7			13.0			483.9			15.8			586.1			11.0
Restructuring and other charges		12.0			0.3			—			—			—			—
Gain on insurance settlement		(2.6	)		(0.1	)		—			—			—			—
Gain on sale of assets		—			—			(3.3	)		(0.1	)		—			—
Impairment charge on fixed assets		1.4			0.1			19.3			0.6			—			—
Pension and other postretirement benefits curtailment (gain) loss		2.0			0.1			(2.0	)		—			—			—
Operating profit (loss)		21.3			0.5			(42.4	)		(1.4	)		126.0			2.4
Other expenses		(78.4	)		(2.0	)		(83.1	)		(2.7	)		(88.5	)		(1.7	)
Income (loss) before income taxes		(57.1	)		(1.5	)		(125.5	)		(4.1	)		37.5			0.7
Provision for income taxes		12.9			0.3			66.9			2.2			11.7			0.2
Net income (loss)		(70.0	)		(1.8	)		(192.4	)		(6.3	)		25.8			0.5
Less: Net loss attributable to noncontrolling interest		(4.6	)		(0.1	)		(3.1	)		(0.1	)		(1.6	)		—
Net income (loss) attributable to Ryerson Inc.	$	(65.4	)		(1.7	)%	$	(189.3	)		(6.2	)%	$	27.4			0.5	%

Comparison of the year ended December 31, 2009 with the year ended December 31, 2010

Net Sales

Net sales increased 27.1% to $3.9 billion in 2010 as compared to $3.1 billion in 2009. Tons sold per ship day were 8,972 in 2010 as compared to 7,496 in 2009. Volume increased 19.7% in 2010 as improvement in the manufacturing sector of the economy favorably impacted all of our product lines. The average selling price per ton increased in 2010 to $1,730 from $1,630 in 2009 reflecting the improvement in market conditions compared to 2009. Average selling prices per ton increased for all of our product lines in 2010 with the largest increase in our stainless steel product line.

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Cost of Materials Sold

Cost of materials sold increased 28.5% to $3.4 billion in 2010 compared to $2.6 billion in 2009. The increase in cost of materials sold in 2010 compared to 2009 was due to the increase in tons sold resulting from the improvement in the economy along with increases in mill prices. The average cost of materials sold per ton increased to $1,490 in 2010 from $1,388 in 2009. The average cost of materials sold for our stainless steel product line increased more than our other products, in line with the change in average selling price per ton.

During 2010, LIFO expense was $52 million, primarily related to increases in the costs of stainless and carbon steel. During 2009, LIFO income was $174 million primarily related to decreases in inventory prices.

Gross Profit

Gross profit as a percentage of sales was 13.9% in 2010 as compared to 14.9% in 2009. While revenue per ton increased in 2010 as compared to 2009, our cost of materials sold per ton increased at a faster pace resulting in lower gross margins. Gross profit increased 18.5% to $539.8 million in 2010 as compared to $455.5 million in 2009.

Operating Expenses

Operating expenses as a percentage of sales decreased to 13.4% in 2010 from 16.3% in 2009. Operating expenses in 2010 increased $20.6 million from $497.9 million in 2009 primarily due to the following reasons:

• increased bonus and commission expenses of $14.4 million resulting from increased profitability,

• higher salaries and wages of $10.0 million and higher employee benefit costs of $6.7 million,

• higher delivery costs of $7.9 million resulting from higher volume,

• higher facility costs of $7.6 million primarily due to higher operating supply costs,

• the $12.0 million restructuring and other charges along with the $2.0 million pension curtailment loss in 2010, and

• the $1.4 million impairment charges on fixed assets included in 2010 results.

These changes were partially offset by:

• the impairment charge of $19.3 million in 2009 to reduce the carrying value of certain assets to their net realizable value,

• lower reorganization costs of $14.7 million in 2010 excluding the $12.0 million restructuring and other charges,

• lower bad debt expense of $5.5 million, and

• lower legal expenses of $3.0 million.

On a per ton basis, 2010 operating expenses decreased to $230 per ton from $265 per ton in 2009 due to the relatively greater increase in volume being partially offset by higher operating expenses.

Operating Profit (Loss)

As a result of the factors above, in 2010 we reported an operating profit of $21.3 million, or 0.5% of sales, compared to an operating loss of $42.4 million, or 1.4% of sales, in 2009.

Other Expenses

Interest and other expense on debt increased to $75.2 million in 2010 from $72.9 million in 2009 primarily due to higher amortization of credit facility issuance costs in China and higher average credit agreement borrowings in the U.S. as compared to the prior year. Other income and (expense), net was an expense of $3.2 million in 2010 compared to expense of $10.2 million in 2009. The year 2010 was negatively impacted by $2.6 million of foreign exchange loss realized upon the repayment of a long-term loan to our Canadian operations. The year 2009 was negatively impacted by $11.8 million of foreign exchange losses related to short-term loans from our Canadian operations, partially offset by the recognition of a $2.7 million gain on the retirement of a portion of the 2014 and 2015 Notes we repurchased at a discount.

Provision for Income Taxes

Income tax expense was $12.9 million in 2010 as compared to $66.9 million in 2009. The $12.9 million income tax expense in 2010 primarily relates to additional valuation allowance recorded against deferred tax assets due to changes in the deferred tax asset amounts, adjustments to reflect the filing of the Company’s 2009 federal income tax return and to foreign income tax expense. During

21

2009, the Company recorded a charge of $92.3 million to establish a valuation allowance against its U.S. deferred tax assets, as the Company determined that it was more-likely-than-not that it would not realize the full value of a portion of its U.S. deferred tax assets. In 2009, we also incurred a $14.5 million income tax charge and an $8.5 million capital gains withholding tax in India on the sale of our joint venture interest. Partially offsetting the charges in 2009 is the tax benefit recognized for losses at the statutory tax rates and an $8.5 million foreign tax credit in the jurisdictions of our foreign subsidiaries.

Noncontrolling Interest

Ryerson China’s results of operations was a loss in 2010 and 2009. The portion of the loss attributable to the noncontrolling interest in Ryerson China was $4.6 million for 2010 and $3.1 million for 2009.

Comparison of the year ended December 31, 2008 with the year ended December 31, 2009

Net Sales

Net sales decreased 42.3% to $3.1 billion in 2009 as compared to $5.3 billion in 2008. Tons sold per ship day were 7,496 in 2009 as compared to 9,902 in 2008. Volume decreased 24.9% in 2009 due to significant economic weakness in the manufacturing sector impacting all of our product lines. Revenue per ship day was $12.2 million in 2009 as compared to $21.0 million in 2008. The average selling price per ton decreased in 2009 to $1,630 from $2,120 in 2008 reflecting the significant deterioration of market conditions compared to 2008. Average selling prices per ton decreased for each of our product lines in 2009 with the largest decline in our stainless steel product line.

Cost of Materials Sold

Cost of materials sold decreased 43.2% to $2.6 billion as compared to $4.6 billion in 2008. The decrease in cost of materials sold in 2009 compared to 2008 is due to the decrease in tons sold resulting from the economic recession along with decreases in average mill prices. The average cost of materials sold per ton decreased to $1,388 in 2009 from $1,836 in 2008. Our average cost of materials sold per ton decreased for each of our product lines in 2009. The average cost of materials sold for our stainless steel product line declined more than our other products, in line with the change in average selling prices per ton.

Inventory reductions during the year 2008 resulted in a liquidation of LIFO inventory quantities carried at lower costs prevailing in prior years as compared with the cost of purchases in the year. The LIFO liquidation gain was $16 million for the year 2008. During 2008, LIFO expense was $91 million, which included the $16 million LIFO liquidation gain primarily related to increases in the costs of carbon steel. During 2009, LIFO income was $174 million primarily related to decreases in inventory prices.

Gross Profit

Gross profit as a percentage of sales was 14.9% in 2009 as compared to 13.4% in 2008. While revenue per ton declined in 2009 as compared to 2008, we were able to reduce our cost of materials sold per ton at a faster pace resulting in higher gross margins. Gross profit decreased 36.0% to $455.5 million in 2009 as compared to $712.1 million in 2008.

Operating Expenses

Operating expenses as a percentage of sales increased to 16.3% in 2009 from 11.0% in 2008. Operating expenses in 2009 decreased primarily due to lower wages and salaries of $36.0 million and lower employee benefit expenses of $17.7 million resulting from lower employment levels after workforce reductions, lower bonus and commission expenses of $17.8 million resulting from reduced profitability, lower delivery expenses of $27.6 million resulting from reduced volume, lower facility expenses of $13.8 million primarily due to plant closures, the $3.3 million gain on the sale of assets, and the $2.0 million other postretirement benefit curtailment gain, partially offset by an impairment charge of $19.3 million to reduce the carrying value of certain assets to their net realizable value, an incremental $8.4 million impact from a full year of expenses for our joint venture in China, Ryerson China, which we began to fully consolidate in November of 2008 and higher legal expenses of $2.7 million. On a per ton basis, the 2009 operating expenses increased to $265 per ton from $234 per ton in 2008 due to the relatively greater decline in volume being partially offset by lower operating expenses.

Operating Profit (Loss)

As a result of the factors above, in 2009 we incurred an operating loss of $42.4 million, or 1.4% of sales, compared to an operating profit of $126.0 million, or 2.4% of sales, in 2008.

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Other Expenses

Interest and other expense on debt decreased to $72.9 million in the year 2009 from $109.9 million in 2008 primarily due to lower average borrowings and lower interest rates on variable rate debt as compared to the same period in the prior year, as well as the impact of retirement of a portion of the 2014 and 2015 Notes. Other income and (expense), net was an expense in 2009 in the amount of $10.2 million compared to income of $21.4 million in 2008. The year 2009 was negatively impacted by $11.8 million of foreign exchange losses related to short-term loans from our Canadian operations, partially offset by the recognition of a $2.7 million gain on the retirement of a portion of the 2014 and 2015 Notes we repurchased at a discount. In 2008, we recognized a gain of $18.2 million on the retirement of a portion of the 2014 and 2015 Notes, which we repurchased at a discount.

Provision for Income Taxes

Income tax expense was $66.9 million in 2009 as compared to $11.7 million in 2008. During 2009, the Company recorded a charge of $92.3 million to establish a valuation allowance against its U.S. deferred tax assets, as the Company determined that it was more-likely-than-not that it would not realize the full value of a portion of its U.S. deferred tax assets. In 2009, we also incurred a $14.5 million income tax charge and an $8.5 million capital gains withholding tax in India on the sale of our joint venture interest. Partially offsetting the charges in 2009 is the tax benefit recognized for losses at the statutory tax rates and an $8.5 million foreign tax credit in the jurisdictions of our foreign subsidiaries. The effective tax rate was 31.2% in 2008. The tax rate in 2008 reflected a higher proportion of pretax income from joint ventures with lower foreign income tax rates and the Company’s qualification for and the recognition of a manufacturing tax deduction for the first time in 2008.

Noncontrolling Interest

Based on our 50% direct ownership of Ryerson China and the additional 30% of Ryerson China owned by Ryerson Holding and its affiliates, we consolidated the operations of Ryerson China as of October 31, 2008. In the period from October 31, 2008 to December 31, 2008, Ryerson China’s results of operations was a loss. The portion of the loss attributable to the noncontrolling interest in Ryerson China was $1.6 million. Ryerson China also incurred a loss in 2009 due to the economic weakness in the manufacturing industry in China. The portion attributable to the noncontrolling interest in Ryerson China was $3.1 million for 2009.

Liquidity and Capital Resources

The Company’s primary sources of liquidity are cash and cash equivalents, cash flows from operations and borrowing availability under our $1.35 billion revolving credit facility agreement that matures on the earliest of (a) March 14, 2016, (b) the date that occurs 90 days prior to the scheduled maturity date of the Floating Rate Senior Secured Notes due November 1, 2014 (“2014 Notes”), if the 2014 Notes are then outstanding and (c) the date that occurs 90 days prior to the scheduled maturity date of the 12% Senior Secured Notes due November 1, 2015 (“2015 Notes”) (together, with the 2014 Notes, the “Ryerson Notes”), if the 2015 Notes are then outstanding (as amended, the “Ryerson 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, capital expenditures, and for interest payments on debt.

The following table summarizes the Company’s cash flows:

	Year Ended December 31,
	2010			2009			2008
	(In millions)
Net cash provided by (used in) operating activities	$	(198.4	)	$	284.7		$	279.3
Net cash provided by (used in) investing activities		(44.4	)		32.1			24.0
Net cash provided by (used in) financing activities		184.5			(320.9	)		(222.0	)
Effect of exchange rates on cash		5.6			10.1			(7.6	)
Net increase (decrease) in cash and cash equivalents	$	(52.7	)	$	6.0		$	73.7

The Company had cash and cash equivalents at December 31, 2010 of $62.2 million, compared to $114.9 million at December 31, 2009 and $108.9 million at December 31, 2008. The Company had $960 million and $754 million of total debt outstanding, a debt-to-capitalization ratio of 93% and 82% and $317 million and $268 million available under the Ryerson Credit Facility at December 31, 2010 and 2009, respectively. The Company had total liquidity (defined as cash and cash equivalents plus availability under the Ryerson Credit Facility and foreign debt facilities) of $393 million at December 31, 2010 versus $391 million at December 31, 2009. Total liquidity is a non-GAAP financial measure. We believe that total liquidity provides additional information for measuring our ability to fund our operations. Total liquidity does not represent, and should not be used as a substitute for, net income or cash flows from operations as determined in accordance with GAAP and total liquidity is not necessarily an indication of whether cash flow will be sufficient to fund our cash requirements. At December 31, 2008, the Company had $1,030 million of total debt outstanding, a debt-to-capitalization ratio of 73% and $469 million available under the Ryerson Credit Facility.

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During the year ended December 31, 2010, net cash used by operating activities was $198.4 million. During the years ended December 31, 2009 and 2008, net cash provided by operating activities was $284.7 million and $279.3 million, respectively. Net income (loss) was $(70.0) million, $(192.4) million and $25.8 million for the years ended December 31, 2010, 2009 and 2008, respectively. Cash used by operating activities was $198.4 million during the year ended December 31, 2010 and was primarily the result of an increase in inventories of $170.9 million resulting from higher inventory purchases to support increased sales levels, an increase in accounts receivable of $138.5 million reflecting higher sales levels, partially offset by an increase in accounts payable of $102.4 million. Cash provided by operating activities of $284.7 million during the year ended December 31, 2009 was primarily the result of a decrease in inventories of $227.5 million resulting from management’s efforts to reduce inventory in a weak economic environment, a decrease in accounts receivable of $150.7 million reflecting lower volume in 2009 and a decrease in taxes receivable of $43.1 million. Cash provided by operating activities of $279.3 million during the year ended December 31, 2008 was primarily the result of a decrease in inventories of $263.1 million resulting from management’s efforts to reduce inventory in a weak economic environment and a decrease in accounts receivable of $120.0 million reflecting lower volume in 2008, partially offset by a decrease in accounts payable of $80.1 million and a decrease in accrued liabilities of $50.3 million.

Net cash used by investing activities was $44.4 million in 2010. Net cash provided by investing activities was $32.1 million and $24.0 million in 2009 and 2008, respectively. Capital expenditures for the years ended December 31, 2010, 2009 and 2008, was $27.0 million, $22.8 million and $30.1 million, respectively. The Company sold property, plant and equipment generating cash proceeds of $5.5 million, $18.4 million and $31.7 million during the years ended December 31, 2010, 2009 and 2008, respectively. In 2010, the Company made two acquisitions, resulting in a cash outflow of $12.0 million. The Company sold its 50 percent investment in Tata Ryerson Limited to its joint venture partner, Tata Steel Limited, during the third quarter of 2009, generating cash proceeds of $49.0 million. In 2008, cash increased $30.5 million due to fully consolidating the results of Ryerson China as of October 31, 2008.

Net cash provided by financing activities was $184.5 million for the year ended December 31, 2010, primarily related to increased credit facility borrowings to finance accounts receivable and inventory to support increased sales levels in 2010. We also acquired VSC’s, our former joint venture partner, remaining 20 percent ownership in Ryerson China for $17.5 million. Net cash used in financing activities was $320.9 million for the year ended December 31, 2009, primarily related to credit facility repayments made possible from lower working capital requirements as well as a $35.0 million dividend paid to Ryerson Holding. Net cash used in financing activities was $222.0 million for the year ended December 31, 2008, primarily due to the repurchase of our Ryerson Notes for $71.7 million, a net reduction in borrowings under the Ryerson Credit Facility of $133.2 million and the payment of a $25.0 million dividend to Ryerson Holding.

We believe that cash flow from operations and proceeds from the Ryerson Credit Facility will provide sufficient funds to meet our contractual obligations and operating requirements in the normal course of business.

Total Debt

As a result of the net cash used in operating activities, total debt in the Consolidated Balance Sheet increased to $960.2 million at December 31, 2010 from $754.2 million at December 31, 2009.

Total debt outstanding as of December 31, 2010 consisted of the following amounts: $457.3 million borrowing under the Ryerson Credit Facility, $102.9 million under the 2014 Notes, $376.2 million under the 2015 Notes, $19.7 million of foreign debt and $4.1 million under the 8 ¹/4% Senior Notes due 2011 (“2011 Notes”). Availability at December 31, 2010 and 2009 under the Ryerson Credit Facility was $317 million and $268 million, respectively. Discussion of our outstanding debt follows.

Ryerson Credit Facility

On October 19, 2007, Ryerson entered into the Ryerson Credit Facility, a 5-year, $1.35 billion revolving credit facility agreement with a maturity date of October 18, 2012. On March 14, 2011, Ryerson amended the terms of the Ryerson Credit Facility to, among other things, extend the maturity date to the earliest of (a) March 14, 2016, (b) the date that occurs 90 days prior to the scheduled maturity date of the 2014 Notes, if the 2014 Notes are then outstanding and (c) the date that occurs 90 days prior to the scheduled maturity date of the 2015 Notes, if the 2015 Notes are then outstanding. At December 31, 2010, Ryerson had $457.3 million of outstanding borrowings, $24 million of letters of credit issued and $317 million available under the $1.35 billion Ryerson Credit Facility compared to $250.2 million of outstanding borrowings, $32 million of letters of credit issued and $268 million available at December 31, 2009. Total credit availability is limited by the amount of eligible account receivables and inventory pledged as collateral under the agreement insofar as the Company is subject to a borrowing base comprised of the aggregate of these two amounts, less applicable reserves. Eligible account receivables, at any date of determination, are comprised of the aggregate value of all accounts directly created by a borrower in the ordinary course of business arising out of the sale of goods or the rendition of services, each of which has been invoiced, with such receivables adjusted to exclude various ineligible accounts, including, among other things, those to which a borrower does not have sole and absolute title and accounts arising out of a sale to an employee, officer, director, or affiliate of a borrower. The weighted average interest rate on the borrowings under the Ryerson Credit Facility was 2.1 percent at December 31, 2010 and 2009.

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Amounts outstanding under the Ryerson Credit Facility bear interest at a rate determined by reference to the base rate (Bank of America’s prime rate) or a LIBOR rate or, for the Company’s Canadian subsidiary which is a borrower, a rate determined by reference to the Canadian base rate (Bank of America-Canada Branch’s “Base Rate” for loans in U.S. Dollars in Canada) or the BA rate (average annual rate applicable to Canadian Dollar bankers’ acceptances) or a LIBOR rate and the Canadian prime rate (Bank of America-Canada Branch’s “Prime Rate.”). The spread over the base rate and Canadian prime rate is between 0.25% and 1.00% and the spread over the LIBOR and for the bankers’ acceptances is between 1.25% and 2.00%, 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. Ryerson also pays commitment fees on amounts not borrowed at a rate between 0.25% and 0.35% depending on the average borrowings as a percentage of the total $1.35 billion agreement during a rolling three month period.

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

The Ryerson Credit Facility contains covenants that, among other things, restrict Ryerson with respect to the incurrence of debt, the creation of liens, transactions with affiliates, mergers and consolidations, sales of assets and acquisitions. The Ryerson Credit Facility also requires that, if availability under such facility declines to a certain level, Ryerson maintain a minimum fixed charge coverage ratio as of the end of each fiscal quarter.

The Ryerson Credit Facility contains events of default with respect to, among other things, default in the payment of principal when due or the payment of interest, fees and other amounts after a specified grace period, material misrepresentations, failure to perform certain specified covenants, certain bankruptcy events, the invalidity of certain security agreements or guarantees, material judgments and the occurrence of a change of control of Ryerson. If such an event of default occurs, the lenders under the Ryerson Credit Facility will be entitled to various remedies, including acceleration of amounts outstanding under the Ryerson Credit Facility and all other actions permitted to be taken by secured creditors.

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

Proceeds from borrowings under the Ryerson Credit Facility and repayments of borrowings thereunder that are reflected in the Consolidated Statements of Cash Flows represent borrowings under the Company’s revolving credit agreement with original maturities greater than three months. Net proceeds (repayments) under the Ryerson Credit Facility represent borrowings under the Ryerson Credit Facility with original maturities less than three months.

On March 14, 2011, we amended the Ryerson Credit Facility to, among other things in addition to extending the maturity date, modify the lending syndicate and amend certain financial covenants and pricing terms as described therein. A copy of the amendment to the Ryerson Credit Facility is attached hereto as Exhibit 10.14 and is incorporated in this Annual Report by reference.

Ryerson Notes

On October 19, 2007, Merger Sub issued the Ryerson Notes. The 2014 Notes bear interest at a rate, reset quarterly, of LIBOR plus 7.375% per annum. The 2015 Notes bear interest at a rate of 12% per annum. The Ryerson Notes are fully and unconditionally guaranteed on a senior secured basis by certain of Ryerson’s existing and future subsidiaries (including those existing and future domestic subsidiaries that are co-borrowers or guarantee obligations under the Ryerson Credit Facility).

At December 31, 2010, $376.2 million of the 2015 Notes and $102.9 million of the 2014 Notes remain outstanding. During 2009, $6.0 million principal amount of the 2015 Notes were repurchased for $3.3 million and retired, resulting in the recognition of a $2.7 million gain within other income and (expense), net on the consolidated statement of operations. During 2008, $42.8 million principal amount of the 2015 Notes and $47.1 million principal amount of the 2014 Notes were repurchased and retired, resulting in the recognition of an $18.2 million gain within other income and (expense), net on the consolidated statement of operations.

The Ryerson Notes and guarantees are secured by a first-priority lien on substantially all of our and our guarantors’ present and future assets located in the United States (other than receivables, inventory, related general intangibles, certain other assets and proceeds thereof) including equipment, owned real property interests valued at $1 million or more, and all present and future shares of capital stock or other equity interests of each of our and each guarantor’s directly owned domestic subsidiaries and 65% of the present and future shares of capital stock or other equity interests, of each of our and each guarantor’s directly owned foreign restricted subsidiaries, in each case subject to certain exceptions and customary permitted liens. The Ryerson Notes and guarantees are secured on a second-priority basis by a lien on the assets that secure our obligations under the Ryerson Credit Facility. The Ryerson Notes contain customary covenants that, among other things, limit, subject to certain exceptions, our ability, and the ability of our restricted subsidiaries, to incur additional indebtedness, pay dividends on our capital stock or repurchase our capital stock, make investments, sell assets, engage in acquisitions, mergers or consolidations or create liens or use assets as security in other transactions. Subject to certain exceptions, Ryerson may only pay dividends to Ryerson Holding to the extent of 50% of future net income, once prior losses are offset.

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The Ryerson Notes will be redeemable by the Company, in whole or in part, at any time on or after November 1, 2011 at a specified redemption price. If a change of control occurs, the Company must offer to purchase the Ryerson Notes at 101% of their principal amount, plus accrued and unpaid interest.

Pursuant to a registration rights agreement, we agreed to file with the SEC by July 15, 2008, a registration statement with respect to an offer to exchange each of the notes for a new issue of our debt securities registered under the Securities Act, with terms substantially identical to those of the Ryerson Notes and to consummate an exchange offer no later than November 12, 2008. The Company did not consummate an exchange offer by November 12, 2008 and therefore, we were required to pay additional interest to the holders of the Ryerson Notes. As a result, the Company paid an additional approximately $0.6 million in interest to the holders of the Ryerson Notes with the interest payment on May 1, 2009. The Company completed the exchange offer on April 9, 2009. Upon completion of the exchange offer, our obligation to pay additional interest ceased.

Foreign Debt

At December 31, 2010, Ryerson China’s total foreign borrowings were $19.7 million, of which, $17.9 million was owed to banks in Asia at a weighted average interest rate of 4.3% secured by inventory and property, plant and equipment. Ryerson China also owed $1.8 million at December 31, 2010 to other parties at a weighted average interest rate of 1.0%. Of the total borrowings of $20.8 million outstanding at December 31, 2009, $12.6 million was owed to banks in Asia at a weighted average interest rate of 2.2% secured by inventory and property, plant and equipment. Ryerson China also owed $8.2 million at December 31, 2009 to VSC at a weighted average interest rate of 1.8%. Availability under the foreign credit lines was $14 million and $8 million at December 31, 2010 and 2009, respectively. Letters of credit issued by our foreign subsidiaries totaled $7 million and $12 million at December 31, 2010 and 2009, respectively.

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

At December 31, 2010 and 2009, $4.1 million of the 8  ¹/4% Senior Notes due 2011 remain outstanding. The 2011 Notes pay interest semi-annually and mature on December 15, 2011.

The 2011 Notes contained covenants, substantially all of which were removed pursuant to an amendment of the 2011 Notes as a result of the tender offer to repurchase the notes during 2007.

Ryerson Holding Notes

On January 29, 2010, Ryerson Holding issued $483 million aggregate principal amount at maturity of 14 ¹/2% Senior Discount Notes due 2015 (“Ryerson Holding Notes”). No cash interest accrues on the Ryerson Holding Notes. The Ryerson Holding Notes had an initial accreted value of $455.98 per $1,000 principal amount and will accrete from the date of issuance until maturity on a semi-annual basis. The accreted value of each Ryerson Holding Note increases from the date of issuance until October 31, 2010 at a rate of 14.50%. Thereafter the interest rate increases by 1% (to 15.50%) until July 31, 2011, an additional 1.00% (to 16.50%) on August 1, 2011 until April 30, 2012, and increases by an additional 0.50% (to 17.00%) on May 1, 2012 until the maturity date. Interest compounds semi-annually such that the accreted value will equal the principal amount at maturity of each note on that date. At December 31, 2010, the accreted value of the Ryerson Holding Notes was $251.1 million. The Ryerson Holding Notes are not guaranteed by any of Ryerson Holding’s subsidiaries and are secured by a first priority security interest in the capital stock of Ryerson. The Ryerson Holding Notes rank equally in right of payment with all of Ryerson Holding’s senior debt and senior in right of payment to all of Ryerson Holding’s subordinated debt. The Ryerson Holding Notes are effectively junior to Ryerson Holding’s other secured debt to the extent of the collateral securing such debt (other than the capital stock of Ryerson). Because the Ryerson Holding Notes are not guaranteed by any of Ryerson Holding’s subsidiaries, the notes are structurally subordinated to all indebtedness and other liabilities (including trade payables) of Ryerson Holding’s subsidiaries, including Ryerson.

The Ryerson Holding Notes contain customary covenants that, among other things, limit, subject to certain exceptions, Ryerson Holding’s ability to incur additional indebtedness, pay dividends on its capital stock or repurchase its capital stock, make certain investments or other restricted payments, create liens or use assets as security in other transactions, enter into sale and leaseback transactions, merge, consolidate or transfer or dispose of substantially all of Ryerson Holding’s assets, and engage in certain transactions with affiliates.

The Ryerson Holding Notes are redeemable, at the option of Ryerson Holding, in whole or in part, at any time at specified redemption prices. The Ryerson Holding Notes are required to be redeemed upon the receipt of net proceeds of certain qualified equity issuances, specified change of controls and/or specified receipt of dividends.

Although the Ryerson Holding Notes are not recorded on the Company’s balance sheet, Ryerson plans to provide funds, in the form of dividends to Ryerson Holding, to service the Ryerson Holding Notes. The terms of the Ryerson Notes (discussed above) restrict Ryerson from making dividends to Ryerson Holding. Subject to certain exceptions, Ryerson may only pay dividends to Ryerson Holding to the extent of 50% of future net income, once prior losses are offset. In the event Ryerson is restricted from providing Ryerson Holding with sufficient distributions to fund the retirement of the Ryerson Holding Notes at maturity, Ryerson Holding may default on the Ryerson Holding Notes unless other sources of funding are available.

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Pursuant to a registration rights agreement, Ryerson Holding agreed to file with the SEC by October 26, 2010, a registration statement with respect to an offer to exchange each of the Ryerson Holding Notes for a new issue of Ryerson Holding’s debt securities registered under the Securities Act, with terms substantially identical to those of the Ryerson Holding Notes and to consummate an exchange offer no later than February 23, 2011. Ryerson Holding completed the exchange offer on December 7, 2010. As a result of completing the exchange offer, Ryerson Holding satisfied its obligations under the registration rights agreement covering the Ryerson Holding Notes.

Pension Funding

The Company made contributions of $46.6 million in 2010, $7.5 million in 2009, and $16.8 million in 2008 to improve the Company’s pension plans funded status. At December 31, 2010, as reflected in “NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Note 10: Employee Benefits” pension liabilities exceeded plan assets by $306 million. The Company anticipates that it will have a minimum required pension contribution of approximately $44 million in 2011 under the Employee Retirement Income Security Act of 1974 (“ERISA”) and Pension Protection Act (“PPA”) in the U.S and the Ontario Pension Benefits Act. 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 the Ryerson Credit Facility described above will provide sufficient funds to make the minimum required contribution in 2011.

Income Tax Payments

The Company received income tax refunds of $46.8 million and $29.1 million in 2010 and 2009, respectively. The Company paid income taxes of $9.7 million in 2008.

Off-Balance Sheet Arrangements

In the normal course of business with customers, vendors and others, we have entered into off-balance sheet arrangements, such as letters of credit, which totaled $31 million as of December 31, 2010. Additionally, other than normal course long-term operating leases included in the following Contractual Obligations table, we do not have any material off-balance sheet financing arrangements. None of these off-balance sheet arrangements are likely to have a material effect on our current or future financial condition, results of operations, liquidity or capital resources.

Contractual Obligations

The following table presents contractual obligations at December 31, 2010:

	Payments Due by Period
Contractual Obligations(1)	Total		Less than 1 year		1 – 3 years		4 – 5 years		After 5 years
	(In millions)
Floating Rate Notes	$	103	$	—	$	—	$	103	$	—
Fixed Rate Long Term Notes		376		—		—		376		—
Other Long Term Notes		4		4		—		—		—
Ryerson Credit Facility		457		—		457		—		—
Foreign Debt		20		20		—		—		—
Interest on Floating Rate Notes, Fixed Rate Notes, Other Long Term Notes and Ryerson Credit Facility(2)		266		63		114		89		—
Purchase Obligations(3)		35		35		—		—		—
Capital leases		1		—		1		—		—
Operating leases		97		20		27		17		33
Total	$	1,359	$	142	$	599	$	585	$	33

(1) The contractual obligations disclosed above do not include our potential future pension funding obligations (see previous discussion under “Pension Funding” caption).

(2) Interest payments related to the variable rate debt were estimated using the weighted average interest rate for the Ryerson Credit Facility and the 2014 Notes.

(3) The purchase obligations with suppliers are entered into when we receive firm sales commitments with certain of our customers.

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Capital Expenditures

Capital expenditures during 2010, 2009 and 2008 totaled $27.0 million, $22.8 million and $30.1 million, respectively. Capital expenditures were primarily for machinery and equipment in 2010, 2009 and 2008.

The Company anticipates capital expenditures, excluding acquisitions, to be approximately $50 million in 2011, which will maintain or improve the Company’s processing capacity.

Restructuring

2010

During 2010, the Company paid $0.7 million related to the exit plan liability recorded on October 19, 2007, as part of the Platinum Acquisition. The remaining balance of $0.2 million of tenancy and other costs related to the Platinum Acquisition exit plan liability as of December 31, 2010 is expected to be paid during 2011.

In the fourth quarter of 2010, the Company recorded a $12.5 million charge related to the closure of one of its facilities. The charge consists of restructuring expenses of $0.4 million for employee-related costs, including severance for 66 employees, and additional non-cash pensions and other post-retirement benefits costs totaling $12.1 million. Included in the non-cash pension charge is a pension curtailment loss of $2.0 million. In the fourth quarter of 2010, the Company paid $0.3 million in employee costs related to this facility closure. The remaining $0.1 million balance is expected be paid in 2011. The Company expects to record additional restructuring charges of less than $1 million related to this facility closure in 2011.

2009

During 2009, the Company paid $6.4 million related to the exit plan liability recorded on October 19, 2007, as part of the Platinum Acquisition. The Company also recorded a $0.3 million reduction to the exit plan liability primarily due to lower property taxes on closed facilities than estimated in the initial restructuring plan.

2008

During 2008, the Company paid $29.3 million related to the exit plan liability recorded on October 19, 2007, as part of the Platinum Acquisition. The Company also recorded a $4.4 million reduction to the exit plan liability primarily due to 277 fewer employee terminations than anticipated in the initial restructuring plan. The reduction to the exit plan liability reduced goodwill by $2.6 million, net of tax. The Company also recorded a $0.4 million reduction to the exit plan liability in the fourth quarter of 2008 which was credited to “Warehousing, delivery, selling, general and administrative expense.”

Other Charges

In the fourth quarter of 2010, the Company also recorded a charge of $1.5 million for costs related to the retirement of its former Chief Executive Officer, which is recorded within the “Restructuring and other charges” line of the consolidated statement of operations.

Deferred Tax Amounts

At December 31, 2010, the Company had a net deferred tax liability of $91 million comprised primarily of a deferred tax asset of $120 million related to pension liabilities, a deferred tax asset related to postretirement benefits other than pensions of $67 million, $38 million of Alternative Minimum Tax (“AMT”) credit carryforwards, and deferred tax assets of $41 million related to federal and local tax loss carryforwards, offset by a valuation allowance of $125 million, and deferred tax liabilities of $117 million related to fixed assets and $135 million related to inventory.

The Company’s deferred tax assets include $26 million related to US federal net operating loss (“NOL”) carryforwards, $12 million related to state NOL carryforwards and $3 million related to non-U.S. NOL carryforwards, available at December 31, 2010.

In accordance with FASB ASC 740, “Income Taxes,” the Company assesses, on a quarterly basis, the realizability of its deferred tax assets. A valuation allowance must be established when, based upon the evaluation of all available evidence, it is more-likely-than-not that all or a portion of the deferred tax assets will not be realized. In making this determination, we analyze, among other things, our recent history of earnings and cash flows, and the nature and timing of future deductions and benefits represented by the deferred tax assets. As a result of U.S. pre-tax losses incurred in periods leading up to the second quarter of 2009, we were unable to rely on the positive evidence of projected future income to support all deferred tax assets. After considering both the positive and negative

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evidence available at the end of the second quarter of fiscal year 2009, the Company determined that it was more-likely-than-not that it would not realize the full value of a portion of its U.S. deferred tax assets. As a result, during the second quarter of 2009, the Company established a valuation allowance against its deferred tax assets in the U.S. to reduce them to the amount that is more-likely-than-not to be realized with a corresponding non-cash charge of $74.3 million to the provision for income taxes. During the second half of 2009, an additional non-cash charge of $23.9 million was recorded, increasing the valuation allowance to $98.4 million at December 31, 2009. Of the charges recorded during 2009, $92.3 million of this valuation allowance was charged to income tax provision and $5.9 million was charged to other comprehensive income. The valuation allowance was increased to $124.8 million at December 31, 2010. Of the charges recorded during 2010, $24.5 million was charged to income tax provision and $4.4 million was charged to other comprehensive income offset by $2.5 million of a change in net deferred tax assets for which a valuation allowance was fully provided. The valuation allowance is reviewed quarterly and will be maintained until sufficient positive evidence exists to support the reversal of some or all of the valuation allowance.

Critical Accounting Estimates

Preparation of this Form 10-K requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of sales and expenses during the reporting period. Our critical accounting policies, including the assumptions and judgments underlying them, are disclosed in Item 8 under the caption “NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Note 1: Statement of Accounting and Financial Policies.” These policies have been consistently applied and address such matters as revenue recognition, depreciation methods, inventory valuation, asset impairment recognition and pension and postretirement expense. While policies associated with estimates and judgments may be affected by different assumptions or conditions, we believe our estimates and judgments associated with the reported amounts are appropriate in the circumstances. Actual results may differ from those estimates.

We consider the policies discussed below as critical to an understanding of our 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.

Provision for allowances, claims and doubtful accounts: We perform ongoing credit evaluations of customers and set credit limits based upon review of the customers’ current credit information and payment history. We monitor customer payments and maintain a provision for estimated credit losses based on historical experience and specific customer collection issues that we have 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. We cannot guarantee that the rate of future credit losses will be similar to past experience. Provisions for allowances and claims are based upon historical rates, expected trends and estimates of potential returns, allowances, customer discounts and incentives. We consider all available information when assessing the adequacy of the provision for allowances, claims and doubtful accounts.

Inventory valuation: Our 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 LIFO method. We regularly review inventory on hand and record provisions for obsolete and slow-moving inventory based on historical and current sales trends. Changes in product demand and our customer base may affect the value of inventory on hand which may require higher provisions for obsolete inventory.

Deferred tax asset: We record 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. We follow detailed guidelines in each tax jurisdiction when reviewing tax assets recorded on the balance sheet and provide 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 we are unable to generate sufficient future taxable income in certain tax jurisdictions, we will be required to record additional valuation allowances against our deferred tax assets related to those jurisdictions.

Long-lived Assets and Other Intangible Assets: Long-lived assets held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We estimate 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.

Goodwill: In assessing the recoverability of our goodwill and other intangibles we must make assumptions regarding estimated future cash flows and other factors to determine the fair value of the respective assets. We perform an annual review in the fourth quarter of each year, or more frequently if indicators of potential impairment exist, to determine if the carrying value of the recorded

29

goodwill is impaired. Our impairment review is a two-step process. In step one, we compare the fair value of the reporting unit in which goodwill resides to its carrying value. 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. We estimate the reporting unit’s fair value using an income approach based on discounted future cash flows that requires us to estimate income from operations based on projected results and discount rates based on a weighted average cost of capital of comparable companies. The income approach is subject to a comparison for reasonableness to a market approach at the date of valuation. If these estimates or their related assumptions for commodity prices and demand change in the future, we may be required to record impairment charges for these assets not previously recorded. The Company cannot predict the occurrence of events that might adversely affect the reported value of goodwill. During the fourth quarter of 2010, we reviewed goodwill for impairment and determined that none of the reporting units were at risk of failing step one of the impairment testing.

Pension and postretirement benefit plan assumptions: We sponsor 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 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. Our 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 our annual measurement date (December 31) 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 we may record in the future.

Legal contingencies: We are involved in a number of legal and regulatory matters including those discussed in Item 8 “NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Note 11: Commitments and Contingencies.” We determine whether an estimated loss from a loss contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. We analyze our legal matters based on available information to assess potential liability. We consult with outside counsel involved in our legal matters when analyzing potential outcomes. We cannot determine at this time whether any potential liability related to this litigation would materially affect our financial position, results of operations or cash flows.

Recent Accounting Pronouncements

Recent accounting pronouncements are discussed within Item 8 in the “NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Note 1: Statement of Accounting and Financial Policies.”

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

Interest rate risk

We are exposed to market risk related to our fixed-rate and variable-rate long-term debt. Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates. Changes in interest rates may affect the market value of our fixed-rate debt. The estimated fair value of our 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 $969 million at December 31, 2010 and $750 million at December 31, 2009 as compared with the carrying value of $960 million and $754 million at December 31, 2010 and 2009, respectively.

We had interest rate swap agreements for $100 million notional amount of pay fixed, receive floating interest rate swaps at December 31, 2010 and 2009, to effectively convert the interest rate from floating to fixed through July 2011. We do not currently account for these contracts as hedges but rather mark them to market with a corresponding offset to current earnings. At December 31, 2010, these agreements had a liability value of $0.8 million. A hypothetical 1% increase in interest rates on variable rate debt would have increased interest expense in 2010 by approximately $4.7 million.

Foreign exchange rate risk

We are subject to exposure from fluctuations in foreign currencies. We use foreign currency exchange contracts to hedge our Canadian subsidiaries 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. We had foreign currency contracts with a U.S. dollar notional amount of $7.1 million outstanding at December 31, 2010 and a liability value of $0.3 million. We do not currently account for these contracts as hedges but rather mark these contracts to market with a corresponding offset to current earnings.

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Commodity price risk

Metal prices can fluctuate significantly due to several factors including changes in foreign and domestic production capacity, raw material availability, metals consumption and foreign currency rates. Declining metal prices could reduce our revenues, gross profit and net income. From time to time, we may enter into fixed price sales contracts with our customers for certain of our inventory components. We may enter into metal commodity futures and options contracts to reduce volatility in the price of these metals. We do not currently account for these contracts as hedges, but rather mark these contracts to market with a corresponding offset to current earnings. As of December 31, 2010, we had 1,345 tons of nickel futures or option contracts, 2,325 tons of hot roll coil swaps, and 64 tons of aluminum price swaps outstanding with an asset value of $0.6 million, liability value of $0.1 million, and a value of zero, respectively.

As of December 31, 2010, we had a variable to fixed natural gas price swap with respect to the purchase of 225,000 million British thermal units of natural gas in order to fix the prices at which we purchase that volume of natural gas for our service centers until March 2011. We do not currently account for this contract as a hedge, but rather mark this contract to market with a corresponding offset to current earnings. As of December 31, 2010, our natural gas contract outstanding had a liability value of $0.1 million.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Index to Consolidated Financial Statements

	Page
Financial Statements
Report of Independent Registered Public Accounting Firm		33
Consolidated Statements of Operations for the years ended December 31, 2010, 2009 and 2008		34
Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008		35
Consolidated Balance Sheets at December 31, 2010 and 2009		36
Consolidated Statements of Stockholders’ Equity for the years ended December  31, 2010, 2009 and 2008		37
Notes to Consolidated Financial Statements		38
Financial Statements Schedule
II—Valuation and Qualifying Accounts		69
All other schedules are omitted because they are not applicable. The required information is shown in the Financial Statements or Notes thereto.

32

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of Ryerson Inc.

We have audited the accompanying consolidated balance sheets of Ryerson Inc. and Subsidiary Companies (“the Company”) as of December 31, 2010 and 2009 and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years ended December 31, 2010, 2009 and 2008. Our audits also included the financial statement schedule listed in the index to the consolidated financial statements. These financial statements and schedule are the responsibility of management of the Company. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards of the Public Company 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. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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 our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2010 and 2009, and the consolidated results of its operations and its cash flows, for the years ended December 31, 2010, 2009 and 2008 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 therein.

/s/ Ernst & Young LLP

Chicago, Illinois

March 15, 2011

33

RYERSON INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions)

	Year Ended December 31,
	2010			2009			2008
Net sales	$	3,895.5		$	3,066.1		$	5,309.8
Cost of materials sold		3,355.7			2,610.6			4,597.7
Gross profit		539.8			455.5			712.1
Warehousing, delivery, selling, general and administrative		505.7			483.9			586.1
Restructuring and other charges		12.0			—			—
Gain on insurance settlement		(2.6	)		—			—
Gain on sale of assets		—			(3.3	)		—
Impairment charge on fixed assets		1.4			19.3			—
Pension and other postretirement benefits curtailment (gain) loss		2.0			(2.0	)		—
Operating profit (loss)		21.3			(42.4	)		126.0
Other expense:
Other income and (expense), net		(3.2	)		(10.2	)		21.4
Interest and other expense on debt		(75.2	)		(72.9	)		(109.9	)
Income (loss) before income taxes		(57.1	)		(125.5	)		37.5
Provision for income taxes		12.9			66.9			11.7
Net income (loss)		(70.0	)		(192.4	)		25.8
Less: Net loss attributable to noncontrolling interest		(4.6	)		(3.1	)		(1.6	)
Net income (loss) attributable to Ryerson Inc.	$	(65.4	)	$	(189.3	)	$	27.4

See Notes to Consolidated Financial Statements.

34

RYERSON INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

	Year Ended December 31,
	2010			2009			2008
Operating Activities:
Net income (loss)	$	(70.0	)	$	(192.4	)	$	25.8
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		38.6			37.1			37.7
Deferred income taxes		58.2			56.2			(12.8	)
Provision for allowances, claims and doubtful accounts		3.0			8.5			11.5
Restructuring and other charges		12.0			—			—
Gain on sale of assets		—			(3.3	)		—
Impairment charge on fixed assets		1.4			19.3			—
Pension and other postretirement benefits curtailment (gain) loss		2.0			(2.0	)		—
Gain on retirement of debt		—			(2.7	)		(18.2	)
Change in operating assets and liabilities, net of effects of acquisitions:
Receivables		(138.5	)		142.2			108.5
Inventories		(170.9	)		227.5			263.1
Other assets		8.6			(1.3	)		3.7
Accounts payable		102.4			(0.7	)		(80.1	)
Accrued liabilities		(2.5	)		(38.8	)		(50.3	)
Accrued taxes payable/receivable		(5.5	)		43.1			15.7
Deferred employee benefit costs		(36.9	)		(10.0	)		(19.2	)
Other items		(0.3	)		2.0			(6.1	)
Net adjustments		(128.4	)		477.1			253.5
Net cash provided by (used in) operating activities		(198.4	)		284.7			279.3
Investing Activities:
Acquisitions, net of cash acquired		(12.0	)		—			—
Decrease (increase) in restricted cash		3.9			(12.5	)		(1.7	)
Capital expenditures		(27.0	)		(22.8	)		(30.1	)
Investment in joint venture		—			—			(7.1	)
Increase in cash due to consolidation of joint venture		—			—			30.5
Loan to joint venture		—			—			(0.3	)
Proceeds from sale of joint venture interest		—			49.0			1.0
Proceeds from sales of property, plant and equipment		5.5			18.4			31.7
Other investments		(14.8	)		—			—
Net cash provided by (used in) investing activities		(44.4	)		32.1			24.0
Financing Activities:
Repayment of debt		(10.6	)		(3.3	)		(71.7	)
Proceeds from credit facility borrowings		180.0			—			1,210.0
Repayment of credit facility borrowings		(180.0	)		—			(1,770.0	)
Net proceeds/(repayments) of short-term borrowings		206.0			(270.1	)		426.8
Credit facility issuance costs		—			—			(0.3	)
Long-term debt issuance costs		—			—			(1.7	)
Purchase of subsidiary shares from noncontrolling interest		(17.5	)		—			—
Net increase (decrease) in book overdrafts		6.6			(12.5	)		9.9
Dividends paid		—			(35.0	)		(25.0	)
Net cash provided by (used in) financing activities		184.5			(320.9	)		(222.0	)
Net increase (decrease) in cash and cash equivalents		(58.3	)		(4.1	)		81.3
Effect of exchange rate changes on cash and cash equivalents		5.6			10.1			(7.6	)
Net change in cash and cash equivalents		(52.7	)		6.0			73.7
Cash and cash equivalents—beginning of period		114.9			108.9			35.2
Cash and cash equivalents—end of period	$	62.2		$	114.9		$	108.9
Supplemental Disclosures
Cash paid (received) during the period for:
Interest paid to third parties	$	66.1		$	66.6		$	106.9
Income taxes, net		(46.8	)		(29.1	)		9.7

See Notes to Consolidated Financial Statements.

35

RYERSON INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED BALANCE SHEETS

(In millions, except shares)

	At December 31,
	2010			2009
Assets
Current assets:
Cash and cash equivalents	$	62.2		$	114.9
Restricted cash (Note 3)		15.6			19.5
Receivables less provision for allowances, claims and doubtful accounts of $8.7 in 2010 and $10.5 in 2009		499.1			357.6
Inventories (Note 4)		783.4			601.7
Prepaid expenses and other assets		60.5			46.1
Total current assets		1,420.8			1,139.8
Property, plant and equipment, net of accumulated depreciation (Note 5)		490.4			488.7
Deferred income taxes (Note 18)		44.5			53.1
Other intangible assets (Note 6)		16.1			12.6
Goodwill (Note 7)		73.7			71.4
Deferred charges and other assets		15.8			22.0
Total assets	$	2,061.3		$	1,787.6
Liabilities
Current liabilities:
Accounts payable	$	287.3		$	173.4
Accrued liabilities:
Salaries, wages and commissions		43.2			36.7
Deferred income taxes (Note 18)		135.7			96.1
Interest on debt		10.0			9.5
Other accrued liabilities		39.4			26.0
Short-term debt (Note 9)		26.7			28.4
Current portion of deferred employee benefits		15.8			15.6
Total current liabilities		558.1			385.7
Long-term debt (Note 9)		933.5			725.8
Taxes and other credits		10.0			11.9
Deferred employee benefits (Note 10)		482.3			497.8
Total liabilities		1,983.9			1,621.2
Commitments and contingencies (Note 11)
Equity
Ryerson Inc. stockholders’ equity:
Common stock, $0.01 par value; 1,000 shares authorized; 100 shares issued at 2010 and 2009		—			—
Capital in excess of par value		456.2			456.2
Accumulated deficit		(254.7	)		(189.3	)
Accumulated other comprehensive loss		(139.0	)		(136.1	)
Total Ryerson Inc. stockholders’ equity		62.5			130.8
Noncontrolling interest		14.9			35.6
Total equity		77.4			166.4
Total liabilities and equity	$	2,061.3		$	1,787.6

See Notes to Consolidated Financial Statements.

36

RYERSON INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In millions, except shares)

	Ryerson Inc. Stockholders
											Accumulated Other Comprehensive Income (Loss)
	Common Stock				Capital in Excess of Par Value			Accumulated Deficit			Foreign Currency Translation			Benefit Plan Liabilities			Unrealized Gain on Available-For-Sale Investment		Noncontrolling Interest			Total
	Shares		Dollars		Dollars			Dollars			Dollars			Dollars			Dollars		Dollars			Dollars
Balance at January 1, 2008		100	$	—	$	500.0		$	(11.2	)	$	(2.6	)	$	13.0		$	—	$	—		$	499.2
Consolidation of joint venture		—		—		—			—			—			—			—		47.6			47.6
Net income		—		—		—			27.4			—			—			—		(1.6	)		25.8
Foreign currency translation		—		—		—			—			(43.0	)		—			—		(0.1	)		(43.1	)
Dividends		—		—		(8.8	)		(16.2	)		—			—			—		—			(25.0	)
Additional investment in joint venture		—		—		—			—			—			—			—		(6.9	)		(6.9	)
Changes in unrecognized benefit costs (net of tax benefit of $72.7)		—		—		—			—			—			(114.7	)		—		—			(114.7	)
Balance at December 31, 2008		100	$	—	$	491.2		$	—		$	(45.6	)	$	(101.7	)	$	—	$	39.0		$	382.9
Net loss		—		—		—			(189.3	)		—			—			—		(3.1	)		(192.4	)
Foreign currency translation		—		—		—			—			28.2			—			—		(0.3	)		27.9
Dividends		—		—		(35.0	)		—			—			—			—		—			(35.0	)
Changes in unrecognized benefit costs (net of tax benefit of $1.8)		—		—		—			—			—			(17.0	)		—		—			(17.0	)
Balance at December 31, 2009		100	$	—	$	456.2		$	(189.3	)	$	(17.4	)	$	(118.7	)	$	—	$	35.6		$	166.4
Net loss		—		—		—			(65.4	)		—			—			—		(4.6	)		(70.0	)
Foreign currency translation		—		—		—			—			10.0			—			—		1.4			11.4
Purchase of subsidiary shares from noncontrolling interest		—		—		—			—			—			—			—		(17.5	)		(17.5	)
Changes in unrecognized benefit costs (net of tax benefit of $0.7)		—		—		—			—			—			(18.3	)		—		—			(18.3	)
Unrealized gain on available-for-sale investment		—		—		—			—			—			—			5.4		—			5.4
Balance at December 31, 2010		100	$	—	$	456.2		$	(254.7	)	$	(7.4	)	$	(137.0	)	$	5.4	$	14.9		$	77.4

See Notes to Consolidated Financial Statements.

37

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Statement of Accounting and Financial Policies

Business Description and Basis of Presentation. Ryerson Inc. (“Ryerson”), a Delaware corporation, is a wholly-owned subsidiary of Ryerson Holding Corporation (“Ryerson Holding”), formerly named Rhombus Holding Corporation.

On October 19, 2007, the merger (the “Platinum Acquisition”) of Rhombus Merger Corporation (“Merger Sub”), a Delaware corporation and a wholly-owned subsidiary of Ryerson Holding, with and into Ryerson, was consummated in accordance with the Agreement and Plan of Merger, dated July 24, 2007, by and among Ryerson, Ryerson Holding and Merger Sub (the “Merger Agreement”). Upon the closing of the Platinum Acquisition, Ryerson, including JT Ryerson, became wholly-owned direct and indirect subsidiaries of Ryerson Holding. Ryerson Holding is 99% owned by affiliates of Platinum Equity, LLC (“Platinum”).

Ryerson conducts materials distribution operations in the United States through its wholly-owned direct subsidiary Joseph T. Ryerson & Son, Inc. (“JT Ryerson”), in Canada through its indirect wholly-owned subsidiary Ryerson Canada, Inc., a Canadian corporation (“Ryerson Canada”) and in Mexico through its indirect wholly-owned subsidiary Ryerson Metals de Mexico, S. de R.L. de C.V., a Mexican corporation (“Ryerson Mexico”). In addition to our North American operations, we conduct materials distribution operations in China through Ryerson China Limited (“Ryerson China”), formerly named VSC-Ryerson China Limited, a company in which we have a 50% direct ownership percentage and an additional 50% interest through affiliates of Ryerson Holding. We conducted material distribution operations in India through Tata Ryerson Limited, a joint venture with Tata Steel Limited, an integrated steel manufacturer in India through July 10, 2009, the date on which we sold our ownership interest to our joint venture partner (see Note 15). Unless the context indicates otherwise, Ryerson, JT Ryerson, Ryerson Canada, Ryerson China, and Ryerson Mexico together with their subsidiaries, are collectively referred to herein as “we,” “us,” “our,” or the “Company.”

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.

Business Segments. Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, “Segment Reporting” (“ASC 280”), establishes standards for reporting information on operating segments in interim and annual financial statements. Our Chief Executive Officer, together with the Operating Committee selected by our Board of Directors, serve as our Chief Operating Decision Maker (“CODM”). Our CODM reviews our financial information for purposes of making operational decisions and assessing financial performance. During the second quarter of 2010, a strategic decision was made by the CODM to view our business globally as metals service centers. As such, the financial information provided to the CODM to evaluate performance and allocate resources has been revised to reflect this global view as opposed to geographic regions. We have one operating and reportable segment, metal service centers, in accordance with the criteria set forth in ASC 280.

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 the financial statements. Changes in such estimates may affect amounts reported in future periods.

Reclassifications. Certain prior period amounts have been reclassified to conform to the 2010 presentation.

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. Equity income during the years ended December 31, 2010, 2009 and 2008 totaled zero, $0.7 million and $7.6 million, respectively.

Revenue Recognition. Revenue is recognized in accordance with FASB ASC 605, “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. Revenue is recorded net of returns, allowances, customer discounts and incentives. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net (excluded from revenues) basis.

Provision for allowances, claims and doubtful accounts. We perform ongoing credit evaluations of customers and set 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. Provisions for allowances and claims are based upon historical rates, expected trends and estimates of potential returns, allowances, customer discounts and incentives. The Company considers all available information when assessing the adequacy of the provision for allowances, claims and doubtful accounts.

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Shipping and Handling Fees and Costs. Shipping and handling fees billed to customers are classified in “Net Sales” in our Consolidated Statement of Operations. Shipping and handling costs, primarily distribution costs, are classified in “Warehousing, delivery, selling, general and administrative” expenses in our Consolidated Statement of Operations. These costs totaled $82.1 million, $73.0 million and $100.6 million for the years ended December 31, 2010, 2009 and 2008, respectively.

Benefits for Retired Employees. The Company recognizes the funded status of its defined benefit pension and other postretirement plans in the Consolidated Balance Sheets, with changes in the funded status recognized through accumulated other comprehensive income (loss), net of tax, in the year in which the changes occur. The estimated cost of the Company’s defined benefit pension plan and its postretirement medical benefits are determined annually after considering information provided by consulting actuaries. Key factors used in developing estimates of these liabilities include assumptions related to discount rates, rates of return on investments, future compensation costs, healthcare cost trends, benefit payment patterns and other factors. The cost of these benefits for retirees is accrued during their term of employment. Pensions are funded primarily in accordance with the requirements of the Employee Retirement Income Security Act (“ERISA”) of 1974 and the Pension Protection Act of 2006 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.

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 $32.3 million and $25.7 million at December 31, 2010 and 2009, 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 and the specific cost methods for valuing our foreign inventories.

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 in all periods presented is based on the following estimated useful lives of the assets:

Land improvements	20 years
Buildings	45 years
Machinery and equipment	15 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 FASB ASC 350, “Intangibles – Goodwill and Other” (“ASC 350”), 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 a market approach 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 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. The Company performs its annual impairment testing during the fourth quarter and determined that there was no impairment in 2010.

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.

Deferred financing costs associated with the issuance of debt are being amortized using the effective interest method over the life of the debt.

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Income Taxes. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company follows detailed guidelines in each tax jurisdiction when reviewing tax assets recorded on the balance sheet and provides for valuation allowances when it is more likely than not that the asset will not be realized.

Earnings Per Share Data. As the Company’s stock is not publicly traded, earnings (loss) per common share data is excluded from presentation.

Foreign Currency. 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.

For foreign currency transactions, the Company translates these amounts to the Company’s functional currency at the exchange rate effective on the invoice date. If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the period. The Company recognized a $2.7 million exchange loss, a $14.9 million exchange loss and a $2.1 million exchange gain for the years ended December 31, 2010, 2009 and 2008, respectively. These amounts are primarily classified in “Other income and (expense), net” in our Consolidated Statement of Operations.

Recent Accounting Pronouncements

In January 2010, the FASB issued Accounting Standards Update (“ASU”) 2010-6, “Improving Disclosures About Fair Value Measurements” (“ASU 2010-6”), which requires reporting entities to make new disclosures about recurring or nonrecurring fair-value measurements including significant transfers into and out of Level 1 and Level 2 fair value measurements and information on purchases, sales, issuances, and settlements on a gross basis in the reconciliation of Level 3 fair value measurements. ASU 2010-6 is effective for interim and annual reporting periods beginning after December 15, 2009, except for Level 3 reconciliation disclosures which are effective for interim and annual periods beginning after December 15, 2010. We adopted the requirements within ASU 2010-6 as of January 1, 2010, except for the Level 3 reconciliation disclosures which will be adopted as of January 1, 2011. The adoption did not have an impact on our financial statements.

In December 2010, the FASB issued ASU No. 2010-28, “When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts.” This ASU updates ASC Topic 350, “Intangibles—Goodwill and Other,” to amend the criteria for performing Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts and requires performing Step 2 if qualitative factors indicate that it is more likely than not that a goodwill impairment exists. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2010. The Company does not have any reporting units with zero or negative carrying amounts as of December 31, 2010. We will adopt this guidance prospectively beginning January 1, 2011.

In December 2010, the FASB issued ASU No. 2010-29, “Disclosure of Supplementary Pro Forma Information for Business Combinations” to specify that if a company presents comparative financial statements, it should disclose revenue and earnings of the combined entity as though the business combination that occurred during the current period, occurred at the beginning of the comparable prior annual reporting period only. This guidance is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted. We will adopt this guidance prospectively beginning January 1, 2011. It is not expected to have a significant impact on the Company.

Note 2: Business Combinations

On January 26, 2010, the Company acquired, through its subsidiary JT Ryerson, all of the issued and outstanding capital stock of Texas Steel Processing, Inc. (“TSP”), a steel plate processor based in Houston, Texas. The acquisition is not material to our consolidated financial statements.

On August 4, 2010, the Company acquired, through its subsidiary JT Ryerson, all of the issued and outstanding capital stock of SFI-Gray Steel Inc. (“SFI”), a steel plate processor based in Houston, Texas. The acquisition is not material to our consolidated financial statements.

On October 31, 2008, Ryerson Holding purchased an additional 20% in Ryerson China from Van Shung Chong Holdings Limited (“VSC”). On December 31, 2008, VSC sold an additional 20% interest in Ryerson China: 10% was purchased by a wholly-owned subsidiary of Ryerson Holding and the remaining 10% was purchased by a subsidiary of Ryerson. Ryerson’s total contribution in 2008 was $7.1 million, increasing its direct ownership percentage to 50%. On July 12, 2010, we acquired VSC’s remaining 20% equity interest in Ryerson China. As a result, Ryerson China is now a wholly-owned subsidiary of Ryerson Holding. We consolidated the operations of Ryerson China as of October 31, 2008. The acquisition did not materially impact the financial statements of Ryerson.

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Note 3: Restricted Cash

On October 19, 2007, prior to the Platinum Acquisition, the Company deposited $5.0 million in a trust account to fund payments arising from the Platinum Acquisition, primarily payments to the Predecessor Board of Directors. The balance in this trust account totaled $1.8 million and $1.7 million at December 31, 2010 and 2009, respectively. As part of one of our note indentures, proceeds from the sale of property, plant, and equipment are deposited in a restricted cash account. Cash can be withdrawn from this restricted account upon meeting certain requirements. The balance in this account was $6.6 million and $3.0 million at December 31, 2010 and 2009, respectively. In addition, Ryerson China has a restricted cash balance of $2.3 million as of December 31, 2010, which is primarily related to letters of credit that can be presented for product material purchases. At December 31, 2009, Ryerson China had a restricted cash balance of $9.9 million, which was primarily related to a structured foreign currency deposit that could not be withdrawn until its maturity date in March 2010. We also have cash restricted for purposes of covering letters of credit that can be presented for potential insurance claims, which totaled $4.9 million as of December 31, 2010 and 2009.

Note 4: Inventories

Inventories were classified at December 31, 2010 and 2009 as follows:

	At December 31,
	2010		2009
	(In millions)
In process and finished products	$	783.4	$	601.7

If current cost had been used to value inventories, such inventories would have been $20 million and $72 million lower than reported at December 31, 2010 and 2009, respectively. Approximately 86% and 85% of inventories are accounted for under the LIFO method at December 31, 2010 and 2009, respectively. Non-LIFO inventories consist primarily of inventory at our foreign facilities using the weighted-average cost and the specific cost methods. Substantially all of our inventories consist of finished products.

During 2008, 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 current year purchases. The effect of the LIFO liquidation decreased cost of materials sold during 2008 by approximately $16 million and increased net income by approximately $10 million.

Note 5: Property, Plant and Equipment

Property, plant and equipment consisted of the following at December 31, 2010 and 2009:

	At December 31,
	2010			2009
	(In millions)
Land and land improvements	$	104.0		$	100.0
Buildings and leasehold improvements		198.4			191.4
Machinery, equipment and other		290.4			261.7
Construction in progress		2.6			3.5
Total		595.4			556.6
Less: Accumulated depreciation		(105.0	)		(67.9	)
Net property, plant and equipment	$	490.4		$	488.7

The Company recorded $1.4 million and $19.3 million of impairment charges in 2010 and 2009, respectively, related to fixed assets. The impairment charge recorded in 2010 related to certain assets held for sale in order to recognize the assets at their fair value less cost to sell in accordance with FASB ASC 360-10-35-43, “Property, Plant and Equipment – Other Presentation Matters.” Of the $19.3 million impairment charge recorded in 2009, $1.8 million related to certain assets that we determined did not have a recoverable carrying value based on the projected undiscounted cash flows and $17.5 million related to certain assets held for sale in order to recognize the assets at their fair value less cost to sell. The fair values of each property were determined based on appraisals obtained from a third party, pending sales contracts, or recent listing agreements with third party brokerage firms. In total, the Company had $14.3 million and $24.0 million of assets held for sale, classified within “Other current assets” as of December 31, 2010 and 2009, respectively.

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Note 6: Intangible Assets

The following summarizes the components of intangible assets at December 31, 2010 and 2009:

	At December 31, 2010							At December 31, 2009
Amortized intangible assets	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
	(In millions)
Customer relationships	$	16.5	$	(3.9	)	$	12.6	$	15.1	$	(2.6	)	$	12.5
Developed technology / product know-how		1.9		(0.1	)		1.8		—		—			—
Non-compete agreements		1.2		(0.2	)		1.0		0.1		—			0.1
Trademarks		0.8		(0.1	)		0.7		—		—			—
Total intangible assets	$	20.4	$	(4.3	)	$	16.1	$	15.2	$	(2.6	)	$	12.6

Amortization expense related to intangible assets for the years ended December 31, 2010, 2009 and 2008 was $1.7 million, $1.2 million and $1.2 million, respectively.

Other intangible assets are amortized over a period between 2 and 13 years. Estimated amortization expense related to intangible assets at December 31, 2010, for each of the years in the five year period ending December 31, 2015 and thereafter is as follows:

	Estimated Amortization Expense
	(In millions)
For the year ended December 31, 2011	$	2.2
For the year ended December 31, 2012		2.2
For the year ended December 31, 2013		2.2
For the year ended December 31, 2014		2.1
For the year ended December 31, 2015		1.8
For the years ended thereafter		5.6

Note 7: Goodwill

The following is a summary of changes in the carrying amount of goodwill for the years ended December 31, 2010 and 2009:

	Carrying Amount
	(In millions)
Balance at January 1, 2009	$	76.4
Adjustments to purchase price		(4.5	)
Changes due to foreign currency translation		(0.5	)
Balance at December 31, 2009	$	71.4
Acquisitions and adjustments to purchase price		1.9
Changes due to foreign currency translation		0.4
Balance at December 31, 2010	$	73.7

In 2010, the Company recognized $5.9 million of goodwill related to the TSP and SFI acquisitions. The goodwill balance for TSP, $3.1 million, is not deductible for income tax purposes. The goodwill balance for SFI, $2.8 million, is deductible for income tax purposes. The Company made adjustments to the purchase price of $4.0 million and $4.5 million during the years ended December 31, 2010 and 2009, respectively.

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Note 8: Restructuring and Other Charges

The following summarizes restructuring accrual activity for the years ended December 31, 2010, 2009 and 2008:

	Employee Related Costs			Tenancy and Other Costs			Total Restructuring Costs
	(In millions)
Balance at January 1, 2008	$	38.8		$	3.0		$	41.8
Adjustment to plan liability		(4.1	)		(0.3	)		(4.4	)
Cash payments		(28.1	)		(1.2	)		(29.3	)
Reduction to reserve		(0.4	)		—			(0.4	)
Balance at December 31, 2008	$	6.2		$	1.5		$	7.7
Adjustment to plan liability		—			(0.3	)		(0.3	)
Cash payments		(6.1	)		(0.3	)		(6.4	)
Reclassifications		0.4			(0.4	)		—
Reduction to reserve		(0.1	)		—			(0.1	)
Balance at December 31, 2009	$	0.4		$	0.5		$	0.9
Restructuring charges		12.5			—			12.5
Cash payments		(0.6	)		(0.4	)		(1.0	)
Adjustments for pension and other post-retirement termination non-cash charges		(12.1	)		—			(12.1	)
Reclassifications		(0.1	)		0.1			—
Balance at December 31, 2010	$	0.1		$	0.2		$	0.3

2010

During 2010, the Company paid $0.7 million related to the exit plan liability recorded on October 19, 2007, as part of the Platinum Acquisition. The remaining balance of $0.2 million of tenancy and other costs related to the Platinum Acquisition exit plan liability as of December 31, 2010 is expected to be paid during 2011.

In the fourth quarter of 2010, the Company recorded a $12.5 million charge related to the closure of one of its facilities. The charge consists of restructuring expenses of $0.4 million for employee-related costs, including severance for 66 employees, and additional non-cash pensions and other post-retirement benefits costs totaling $12.1 million. Included in the non-cash pension charge is a pension curtailment loss of $2.0 million. In the fourth quarter of 2010, the Company paid $0.3 million in employee costs related to this facility closure. The remaining $0.1 million balance is expected be paid in 2011. The Company expects to record additional restructuring charges of less than $1 million related to this facility closure in 2011.

2009

During 2009, the Company paid $6.4 million related to the exit plan liability recorded on October 19, 2007, as part of the Platinum Acquisition. The Company also recorded a $0.3 million reduction to the exit plan liability primarily due to lower property taxes on closed facilities than estimated in the initial restructuring plan.

2008

During 2008, the Company paid $29.3 million related to the exit plan liability recorded on October 19, 2007, as part of the Platinum Acquisition. The Company also recorded a $4.4 million reduction to the exit plan liability primarily due to 277 fewer employee terminations than anticipated in the initial restructuring plan. The reduction to the exit plan liability reduced goodwill by $2.6 million, net of tax. The Company also recorded a $0.4 million reduction to the exit plan liability in the fourth quarter of 2008 which was credited to “Warehousing, delivery, selling, general and administrative expense.”

Other Charges

In the fourth quarter of 2010, the Company also recorded a charge of $1.5 million for costs related to the retirement of its former Chief Executive Officer, which is recorded within the “Restructuring and other charges” line of the consolidated statement of operations.

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Note 9: Debt

Long-term debt consisted of the following at December 31, 2010 and 2009:

	At December 31,
	2010		2009
	(In millions)
Ryerson Secured Credit Facility	$	457.3	$	250.2
12% Senior Secured Notes due 2015		376.2		376.2
Floating Rate Senior Secured Notes due 2014		102.9		102.9
8 1/4% Senior Notes due 2011		4.1		4.1
Foreign debt		19.7		20.8
Total debt		960.2		754.2
Less:
Short-term credit facility borrowings		2.9		7.6
8 1/4% Senior Notes due 2011		4.1		—
Foreign debt		19.7		20.8
Total long-term debt	$	933.5	$	725.8

The principal payments required to be made on debt during the next five fiscal years are shown below:

	Amount
	(In millions)
For the year ended December 31, 2011	$	23.8
For the year ended December 31, 2012		457.3
For the year ended December 31, 2013		—
For the year ended December 31, 2014		102.9
For the year ended December 31, 2015		376.2
For the years ended thereafter		—

Ryerson Credit Facility

On October 19, 2007, Merger Sub entered into a 5-year, $1.35 billion revolving credit facility agreement (as amended, the “Ryerson Credit Facility”) with a maturity date of October 18, 2012 which has since been amended to the earliest of (a) March 14, 2016, (b) the date that occurs 90 days prior to the scheduled maturity date of the Floating Rate Senior Secured Notes due November 1, 2014 (“2014 Notes”), if the 2014 Notes are then outstanding and (c) the date that occurs 90 days prior to the scheduled maturity date of the 12% Senior Secured Notes due November 1, 2015 (“2015 Notes”) (together, with the 2014 Notes, the “Ryerson Notes”), if the 2015 Notes are then outstanding. At December 31, 2010, the Company had $457.3 million of outstanding borrowings, $24 million of letters of credit issued and $317 million available under the $1.35 billion Ryerson Credit Facility compared to $250.2 million of outstanding borrowings, $32 million of letters of credit issued and $268 million available at December 31, 2009. Total credit availability is limited by the amount of eligible account receivables and inventory pledged as collateral under the agreement insofar as the Company is subject to a borrowing base comprised of the aggregate of these two amounts, less applicable reserves. Eligible account receivables, at any date of determination, are comprised of the aggregate value of all accounts directly created by a borrower in the ordinary course of business arising out of the sale of goods or the rendition of services, each of which has been invoiced, with such receivables adjusted to exclude various ineligible accounts, including, among other things, those to which a borrower does not have sole and absolute title and accounts arising out of a sale to an employee, officer, director, or affiliate of the borrower. The weighted average interest rate on the borrowings under the Ryerson Credit Facility was 2.1 percent at December 31, 2010 and 2009.

Amounts outstanding under the Ryerson Credit Facility bear interest at a rate determined by reference to the base rate (Bank of America’s prime rate) or a LIBOR rate or, for the Company’s Canadian subsidiary which is a borrower, a rate determined by reference to the Canadian base rate (Bank of America-Canada Branch’s “Base Rate” for loans in U.S. Dollars in Canada) or the BA rate (average annual rate applicable to Canadian Dollar bankers’ acceptances) or a LIBOR rate and the Canadian prime rate (Bank of America-Canada Branch’s “Prime Rate.”). The spread over the base rate and Canadian prime rate is between 0.25% and 1.00% and the spread over the LIBOR and for the bankers’ acceptances is between 1.25% and 2.00%, 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. The Company also pays commitment fees on amounts not borrowed at a rate between 0.25% and 0.35% depending on the average borrowings as a percentage of the total $1.35 billion agreement during a rolling three month period.

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

The Ryerson Credit Facility contains covenants that, among other things, restrict Ryerson with respect to the incurrence of debt, the creation of liens, transactions with affiliates, mergers and consolidations, sales of assets and acquisitions. The Ryerson Credit Facility also requires that, if availability under such facility declines to a certain level, the Company maintain a minimum fixed charge coverage ratio as of the end of each fiscal quarter.

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The Ryerson Credit Facility contains events of default with respect to, among other things, default in the payment of principal when due or the payment of interest, fees and other amounts after a specified grace period, material misrepresentations, failure to perform certain specified covenants, certain bankruptcy events, the invalidity of certain security agreements or guarantees, material judgments and the occurrence of a change of control of Ryerson. If such an event of default occurs, the lenders under the Ryerson Credit Facility will be entitled to various remedies, including acceleration of amounts outstanding under the Ryerson Credit Facility and all other actions permitted to be taken by secured creditors.

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

Proceeds from borrowings under the Ryerson Credit Facility and repayments of borrowings thereunder that are reflected in the Consolidated Statements of Cash Flows represent borrowings under the Company’s revolving credit agreement with original maturities greater than three months. Net proceeds (repayments) under the Ryerson Credit Facility represent borrowings under the Ryerson Credit Facility with original maturities less than three months.

Ryerson Notes

On October 19, 2007, Merger Sub issued the Ryerson Notes. The 2014 Notes bear interest at a rate, reset quarterly, of LIBOR plus 7.375% per annum. The 2015 Notes bear interest at a rate of 12% per annum. The Ryerson Notes are fully and unconditionally guaranteed on a senior secured basis by certain of Ryerson’s existing and future subsidiaries (including those existing and future domestic subsidiaries that are co-borrowers or guarantee obligations under the Ryerson Credit Facility).

At December 31, 2010, $376.2 million of the 2015 Notes and $102.9 million of the 2014 Notes remain outstanding. During 2009, $6.0 million principal amount of the 2015 Notes were repurchased for $3.3 million and retired, resulting in the recognition of a $2.7 million gain within “Other income and (expense), net” on the consolidated statement of operations. During 2008, $42.8 million principal amount of the 2015 Notes and $47.1 million principal amount of the 2014 Notes were repurchased and retired, resulting in the recognition of an $18.2 million gain within “Other income and (expense), net” on the consolidated statement of operations.

The Ryerson Notes and guarantees are secured by a first-priority lien on substantially all of our and our guarantors’ present and future assets located in the United States (other than receivables, inventory, related general intangibles, certain other assets and proceeds thereof) including equipment, owned real property interests valued at $1 million or more, and all present and future shares of capital stock or other equity interests of each of our and each guarantor’s directly owned domestic subsidiaries and 65% of the present and future shares of capital stock or other equity interests, of each of our and each guarantor’s directly owned foreign restricted subsidiaries, in each case subject to certain exceptions and customary permitted liens. The Ryerson Notes and guarantees are secured on a second-priority basis by a lien on the assets that secure our obligations under the Ryerson Credit Facility. The Ryerson Notes contain customary covenants that, among other things, limit, subject to certain exceptions, our ability, and the ability of our restricted subsidiaries, to incur additional indebtedness, pay dividends on our capital stock or repurchase our capital stock, make investments, sell assets, engage in acquisitions, mergers or consolidations or create liens or use assets as security in other transactions. Subject to certain exceptions, Ryerson may only pay dividends to Ryerson Holding to the extent of 50% of future net income, once prior losses are offset.

The Ryerson Notes will be redeemable by the Company, in whole or in part, at any time on or after November 1, 2011 at a specified redemption price. If a change of control occurs, the Company must offer to purchase the Ryerson Notes at 101% of their principal amount, plus accrued and unpaid interest.

Pursuant to a registration rights agreement, we agreed to file with the SEC by July 15, 2008, a registration statement with respect to an offer to exchange each of the notes for a new issue of our debt securities registered under the Securities Act, with terms substantially identical to those of the Ryerson Notes and to consummate an exchange offer no later than November 12, 2008. The Company did not consummate an exchange offer by November 12, 2008 and therefore, we were required to pay additional interest to the holders of the Ryerson Notes. As a result, the Company paid an additional approximately $0.6 million in interest to the holders of the Ryerson Notes with the interest payment on May 1, 2009. The Company completed the exchange offer on April 9, 2009. Upon completion of the exchange offer, our obligation to pay additional interest ceased.

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

As a result of the Platinum Acquisition, $145.9 million principal of the 8 ¹/4% Senior Notes due 2011 (“2011 Notes”) were repurchased between October 20, 2007 and December 31, 2007 with $4.1 million outstanding at December 31, 2010 and 2009. The 2011 Notes pay interest semi-annually and mature on December 15, 2011.

The 2011 Notes contained covenants, substantially all of which were removed pursuant to an amendment of the 2011 Notes as a result of the tender offer to repurchase the notes upon the Platinum Acquisition.

Foreign Debt

At December 31, 2010, Ryerson China’s total foreign borrowings were $19.7 million, of which, $17.9 million was owed to banks in Asia at a weighted average interest rate of 4.3% secured by inventory and property, plant and equipment. Ryerson China also owed $1.8 million at December 31, 2010 to other parties at a weighted average interest rate of 1.0%. Of the total borrowings of $20.8 million outstanding at December 31, 2009, $12.6 million was owed to banks in Asia at a weighted average interest rate of 2.2% secured by inventory and property, plant and equipment. Ryerson China also owed $8.2 million at December 31, 2009 to VSC at a weighted average interest rate of 1.8%. Availability under the foreign credit lines was $14 million and $8 million at December 31, 2010 and 2009, respectively. Letters of credit issued by our foreign subsidiaries totaled $7 million and $12 million at December 31, 2010 and 2009, respectively.

Ryerson Holding Notes

On January 29, 2010, Ryerson Holding issued $483 million aggregate principal amount at maturity of 14 ¹/2% Senior Discount Notes due 2015 (“Ryerson Holding Notes”). No cash interest accrues on the Ryerson Holding Notes. The Ryerson Holding Notes had an initial accreted value of $455.98 per $1,000 principal amount and will accrete from the date of issuance until maturity on a semi-annual basis. The accreted value of each Ryerson Holding Note increases from the date of issuance until October 31, 2010 at a rate of 14.50%. Thereafter the interest rate increases by 1% (to 15.50%) until July 31, 2011, an additional 1.00% (to 16.50%) on August 1, 2011 until April 30, 2012, and increases by an additional 0.50% (to 17.00%) on May 1, 2012 until the maturity date. Interest compounds semi-annually such that the accreted value will equal the principal amount at maturity of each note on that date. At December 31, 2010, the accreted value of the Ryerson Holding Notes was $251.1 million. The Ryerson Holding Notes are not guaranteed by any of Ryerson Holding’s subsidiaries and are secured by a first priority security interest in the capital stock of Ryerson. The Ryerson Holding Notes rank equally in right of payment with all of Ryerson Holding’s senior debt and senior in right of payment to all of Ryerson Holding’s subordinated debt. The Ryerson Holding Notes are effectively junior to Ryerson Holding’s other secured debt to the extent of the collateral securing such debt (other than the capital stock of Ryerson). Because the Ryerson Holding Notes are not guaranteed by any of Ryerson Holding’s subsidiaries, the notes are structurally subordinated to all indebtedness and other liabilities (including trade payables) of Ryerson Holding’s subsidiaries, including Ryerson.

The Ryerson Holding Notes contain customary covenants that, among other things, limit, subject to certain exceptions, Ryerson Holding’s ability to incur additional indebtedness, pay dividends on its capital stock or repurchase its capital stock, make certain investments or other restricted payments, create liens or use assets as security in other transactions, enter into sale and leaseback transactions, merge, consolidate or transfer or dispose of substantially all of Ryerson Holding’s assets, and engage in certain transactions with affiliates.

The Ryerson Holding Notes are redeemable, at the option of Ryerson Holding, in whole or in part, at any time at specified redemption prices. The Ryerson Holding Notes are required to be redeemed upon the receipt of net proceeds of certain qualified equity issuances, specified change of controls and/or specified receipt of dividends.

Although the Ryerson Holding Notes are not recorded on the Company’s balance sheet, Ryerson plans to provide funds, in the form of dividends, to service the Ryerson Holding Notes to Ryerson Holding. The terms of the Ryerson Notes (discussed above) restrict Ryerson from making dividends to Ryerson Holding. Subject to certain exceptions, Ryerson may only pay dividends to Ryerson Holding to the extent of 50% of future net income, once prior losses are offset. In the event Ryerson is restricted from providing Ryerson Holding with sufficient distributions to fund the retirement of the Ryerson Holding Notes at maturity, Ryerson Holding may default on the Ryerson Holding Notes unless other sources of funding are available.

Pursuant to a registration rights agreement, Ryerson Holding agreed to file with the SEC by October 26, 2010, a registration statement with respect to an offer to exchange each of the Ryerson Holding Notes for a new issue of Ryerson Holding’s debt securities registered under the Securities Act, with terms substantially identical to those of the Ryerson Holding Notes and to consummate an exchange offer no later than February 23, 2011. Ryerson Holding completed the exchange offer on December 7, 2010. As a result of completing the exchange offer, Ryerson Holding satisfied its obligations under the registration rights agreement covering the Ryerson Holding Notes.

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Note 10: Employee Benefits

The Company accounts for its pension and postretirement plans in accordance with FASB ASC 715, “Compensation – Retirement Benefits” (“ASC 715”). In addition to requirements for 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 and to recognize changes in the funded status of a defined benefit postretirement plan in the year in which the changes occur, ASC 715 requires an employer to measure a plan’s assets and its obligations that determine its funded status as of the end of the employer’s fiscal year.

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, subsidiaries that were merged into JT Ryerson, were similarly frozen, with the employees becoming participants in the Company’s defined contribution plan. Salaried employees who vested in 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 the years ended December 31, 2010, 2009 and 2008, expense recognized for its defined contribution plans was $8.6 million, $4.2 million and $9.7 million, respectively. The Company temporarily froze company matching 401(k) contributions beginning in February 2009 through January 22, 2010, resulting in the decrease in expense in 2009 as compared to 2010 and 2008. Effective January 22, 2010, the Company resumed matching 401(k) contributions.

In February and December 2009, the Company amended the terms of two of our Canadian post-retirement medical and life insurance plans which effectively eliminated benefits to a group of employees unless these individuals agreed to retire by October 1, 2010. These actions meet the definition of a curtailment under FASB ASC 715-30-15 and resulted in a curtailment gain of $2.0 million for the year ended December 31, 2009.

In the fourth quarter of 2010, the Company announced the closure of one of its facilities, which significantly reduced the expected years of future service of active accruing participants in the Company’s defined benefit pension plan. As a result, the Company recorded a pension curtailment loss of $2.0 million in 2010.

The Company has other deferred employee benefit plans, including supplemental pension plans, the liability for which totaled $16.1 million and $15.7 million at December 31, 2010 and 2009, respectively.

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 December 31 measurement date to determine the pension and other postretirement benefit information. For the year 2010, the Company had an additional measurement date of November 18 for our U.S. pension plan due to the announced closure of one of its facilities as discussed above. The assumptions used to determine benefit obligations at the end of the periods and net periodic benefit costs for the Pension Benefits for U.S. plans were as follows:

	November 18 to December 31, 2010			January 1 to November 17, 2010			Year Ended December 31, 2009			Year Ended December 31, 2008
Discount rate for calculating obligations		5.35	%		N/A			5.80	%		6.30	%
Discount rate for calculating net periodic benefit cost		5.40			5.80	%		6.30			6.50
Expected rate of return on plan assets		8.75			8.75			8.75			8.75
Rate of compensation increase		3.00			4.00			4.00			4.00

The expected rate of return on U.S. plan assets is 8.75% for 2011.

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The assumptions used to determine benefit obligations at the end of the periods and net periodic benefit costs for the Other Postretirement Benefits, primarily health care, for U.S. plans were as follows:

	Year Ended December 31,
	2010			2009			2008
Discount rate for calculating obligations		5.25	%		5.70	%		6.30	%
Discount rate for calculating net periodic benefit cost		5.70			6.30			6.40
Rate of compensation increase – benefit obligations		3.00			4.00			4.00
Rate of compensation increase – net period benefit cost		4.00			4.00			4.00

The assumptions used to determine benefit obligations at the end of the periods and net periodic benefit costs for the Pension Benefits for Canadian plans were as follows:

	Year Ended December 31,
	2010			2009			2008
Discount rate for calculating obligations		5.25	%		5.75	%		7.50	%
Discount rate for calculating net periodic benefit cost		5.75			7.50			5.50
Expected rate of return on plan assets		7.00			7.00			7.00
Rate of compensation increase		3.50			3.50			3.50

The expected rate of return on Canadian plan assets is 7.00% for 2011.

The assumptions used to determine benefit obligations at the end of the periods and net periodic benefit costs for the Other Postretirement Benefits, primarily healthcare, for Canadian plans were as follows:

	Year Ended December 31,
	2010			2009			2008
Discount rate for calculating obligations		5.25	%		5.75	%		7.50	%
Discount rate for calculating net periodic benefit cost		5.75			7.50			5.50
Rate of compensation increase		3.50			3.50			3.50

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	Year Ended December 31,
	Pension Benefits						Other Benefits
	2010			2009			2010			2009
	(In millions)
Change in Benefit Obligation
Benefit obligation at beginning of period	$	769		$	726		$	174		$	194
Service cost		3			2			1			2
Interest cost		43			44			10			12
Plan amendments		—			2			—			(1	)
Actuarial (gain) loss		37			37			(1	)		(22	)
Special termination benefits		7			—			3			—
Curtailment (gain) loss		2			—			—			(2	)
Effect of changes in exchange rates		3			7			1			2
Benefits paid (net of participant contributions and Medicare subsidy)		(49	)		(49	)		(12	)		(11	)
Benefit obligation at end of period	$	815		$	769		$	176		$	174
Accumulated benefit obligation at end of period	$	810		$	765			N/A			N/A
Change in Plan Assets
Plan assets at fair value at beginning of period	$	446		$	430		$	—		$	—
Actual return on plan assets		63			51			—			—
Employer contributions		47			8			14			12
Effect of changes in exchange rates		2			6			—			—
Benefits paid (net of participant contributions)		(49	)		(49	)		(14	)		(12	)
Plan assets at fair value at end of period	$	509		$	446		$	—		$	—
Reconciliation of Amount Recognized
Funded status	$	(306	)	$	(323	)	$	(176	)	$	(174	)
Amounts recognized in balance sheet consist of:
Current liabilities	$	—		$	—		$	(15	)	$	(14	)
Noncurrent liabilities		(306	)		(323	)		(161	)		(160	)
Net benefit liability at the end of the period	$	(306	)	$	(323	)	$	(176	)	$	(174	)

Canadian benefit obligations represented $55 million and $49 million of the Company’s total Pension Benefits obligations at December 31, 2010 and 2009, respectively. Canadian plan assets represented $51 million and $46 million of the Company’s total plan assets at fair value at December 31, 2010 and 2009, respectively. In addition, Canadian benefit obligations represented $17 million and $15 million of the Company’s total Other Benefits obligation at December 31, 2010 and 2009, respectively.

Amounts recognized in accumulated other comprehensive income (loss) at December 31, 2010 and 2009 consist of the following:

	At December 31,
	Pension Benefits				Other Benefits
	2010		2009		2010			2009
	(In millions)
Amounts recognized in accumulated other comprehensive income (loss), pre–tax, consists of
Net actuarial (gain) loss	$	264	$	249	$	(63	)	$	(67	)
Prior service cost		2		2		—			1
Total	$	266	$	251	$	(63	)	$	(66	)

Net actuarial losses of $6.0 million and prior service costs of $0.2 million for pension benefits and net actuarial gains of $4.7 million for other postretirement benefits are expected to be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost over the next fiscal year.

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Amounts recognized in other comprehensive income (loss) for the years ended December 31, 2010 and 2009 consist of the following:

	Year Ended December 31,
	Pension Benefits					Other Benefits
	2010			2009		2010			2009
	(In millions)
Amounts recognized in other comprehensive income (loss), pre–tax, consists of
Net actuarial loss (gain)	$	21		$	35	$	(1	)	$	(22	)
Amortization of net actuarial loss (gain)		(6	)		—		5			3
Prior service cost (credit)		—			2		—			(1	)
Total recognized in other comprehensive income (loss)	$	15		$	37	$	4		$	(20	)

For measurement purposes for U.S. plans at December 31, 2010, the annual rate of increase in the per capita cost of covered health care benefits was 8.5 percent for all participants, grading down to 5 percent in 2017, the level at which it is expected to remain. For measurement purposes for U.S. plans at December 31, 2009, the annual rate of increase in the per capita cost of covered health care benefits was 9 percent for all participants, grading down to 5 percent in 2017, the level at which it is expected to remain. For measurement purposes for U.S. plans at December 31, 2008, the annual rate of increase in the per capita cost of covered health care benefits was 8.5 percent for participants less than 65 years old and 9 percent for participants greater than 65 years old in 2008, grading down to 5 percent in 2015, the level at which it is expected to remain. For measurement purposes for Canadian plans at December 31, 2010, the annual rate of increase in the per capita cost of covered health care benefits was 12 percent per annum, grading down to 5 percent in 2023, the level at which it is expected to remain. For measurement purposes for Canadian plans at December 31, 2009, the annual rate of increase in the per capita cost of covered health care benefits was 12 percent per annum, grading down to 5 percent in 2023, the level at which it is expected to remain. For measurement purposes for Canadian plans at December 31, 2008, the annual rate of increase in the per capita cost of covered health care benefits for the Company’s salaried plan was 10 percent per annum, grading down to 6 percent in 2012, and 12 percent per annum, grading down to 6 percent in 2014 for the Company’s bargaining plan, the level at which it is expected to remain.

The components of the Company’s net periodic benefit cost for the years ended December 31, 2010, 2009 and 2008 are as follows:

	Year Ended December 31,
	Pension Benefits									Other Benefits
	2010			2009			2008			2010			2009			2008
	(In millions)
Components of net periodic benefit cost
Service cost	$	3		$	2		$	3		$	1		$	2		$	3
Interest cost		43			45			45			10			12			13
Expected return on assets		(46	)		(49	)		(52	)		—			—			—
Recognized actuarial loss (gain)		6			—			—			(4	)		(3	)		—
Special termination benefits		7			—			—			3			—			—
Curtailment loss (gain)		2			—			—			—			(2	)		—
Net periodic benefit cost (credit)	$	15		$	(2	)	$	(4	)	$	10		$	9		$	16

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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 9 percent for all participants for the year ended December 31, 2010, grading down to 5 percent in 2017. 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 12 percent for the year ended December 31, 2010, grading down to 5 percent in 2023. 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		9.0		(7.4	)

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 December 31, 2010 and 2009, by asset category are as follows:

	Trust Assets at December 31,
	2010			2009
Equity securities		63.1	%		64.0	%
Debt securities		26.8			26.6
Real Estate		0.7			4.8
Other		9.4			4.6
Total		100.0	%		100.0	%

The Board of Directors of Ryerson 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 December 31, 2010 and 2009 measurement dates were as follows:

	Range			Target
Equity securities		30-85	%		73	%
Debt securities		5-50			13
Real Estate		0-15			9
Other		0-15			5
Total					100	%

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The fair value of Ryerson’s pension plan assets at December 31, 2010 by asset category are as follows. See Note 17 for the definitions of Level 1, 2, and 3 fair value measurements.

	Fair Value Measurements at December 31, 2010
Asset Category	Total		Level 1		Level 2		Level 3
	(In millions)
Cash	$	10.4	$	10.4	$	—	$	—
Equity securities:
US large cap		167.6		167.6		—		—
US small/mid cap		42.0		42.0		—		—
Canadian large cap		14.7		14.7		—		—
Canadian small cap		1.2		1.2		—		—
Other international companies		75.9		75.9		—		—
Emerging market companies		19.5		19.5		—		—
Fixed income securities:
U.S. Treasuries		19.0		19.0		—		—
Investment grade debt		60.3		60.3		—		—
Non-investment grade debt		25.0		25.0		—		—
Municipality / non-corporate debt		0.1		0.1		—		—
Emerging market debt		10.1		10.1		—		—
Asset backed debt		2.6		2.6		—		—
Agency non-mortgage debt		1.2		1.2		—		—
Agency mortgage debt		9.7		9.7		—		—
Mortgage-backed securities		7.6		7.6		—		—
Sub-prime securities		0.7		0.7		—		—
Other types of investments:
Multi-strategy funds		6.0		—		—		6.0
Private equity funds		31.5		—		—		31.5
Real estate		3.8		—		—		3.8
Total	$	508.9	$	467.6	$	—	$	41.3

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The fair value of Ryerson’s pension plan assets at December 31, 2009 by asset category are as follows:

	Fair Value Measurements at December 31, 2009
Asset Category	Total		Level 1		Level 2		Level 3
	(In millions)
Cash	$	1.3	$	1.3	$	—	$	—
Equity securities:
US large cap		131.8		131.8		—		—
US small/mid cap		39.7		39.7		—		—
Canadian large cap		12.9		12.9		—		—
Canadian small cap		1.1		1.1		—		—
Other international companies		66.0		66.0		—		—
Emerging market companies		4.0		4.0		—		—
Fixed income securities:
U.S. Treasuries		16.5		16.5		—		—
Investment grade debt		47.3		47.3		—		—
Non-investment grade debt		23.8		23.8		—		—
Municipality / non-corporate debt		0.1		0.1		—		—
Emerging market debt		11.6		11.6		—		—
Asset backed debt		1.8		1.8		—		—
Agency non-mortgage debt		1.0		1.0		—		—
Agency mortgage debt		9.2		9.2		—		—
Mortgage-backed securities		6.7		6.7		—		—
Sub-prime securities		0.8		0.8		—		—
Other types of investments:
Multi-strategy funds		19.2		—		—		19.2
Private equity funds		29.8		—		—		29.8
Real estate		21.4		—		—		21.4
Total	$	446.0	$	375.6	$	—	$	70.4

	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Multi- Strategy Hedge funds			Private Equity Funds			Real Estate			Total
	(In millions)
Beginning balance at January 1, 2009	$	19.0		$	29.1		$	39.8		$	87.9
Actual return on plan assets:
Relating to assets still held at the reporting date		0.2			0.7			(18.4	)		(17.5	)
Ending balance at December 31, 2009	$	19.2		$	29.8		$	21.4		$	70.4
Actual return on plan assets:
Relating to assets still held at the reporting date		0.2			2.4			0.7			3.3
Relating to assets sold during the period		0.7			0.9			3.7			5.3
Purchases, sales, and settlements		(14.1	)		(1.6	)		(22.0	)		(37.7	)
Ending balance at December 31, 2010	$	6.0		$	31.5		$	3.8		$	41.3

Securities listed on one or more national securities exchanges are valued at their last reported sales price on the date of valuation. If no sale occurred on the valuation date, the security is valued at the mean of the last “bid” and “ask” prices on the valuation date.

Corporate and government bonds which are not listed or admitted to trading on any securities exchanges are valued at the average mean of the last bid and ask prices on the valuation date based on quotations supplied by recognized quotation services or by reputable broker dealers.

The non-publicly traded securities, other securities or instruments for which reliable market quotations are not available are valued at each investment manager’s discretion. Valuations will depend on facts and circumstances known as of the valuation date and application of certain valuation methods.

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Contributions

The Company contributed $46.6 million, $7.5 million and $16.8 million for the years ended December 31, 2010, 2009 and 2008, respectively to improve the funded status of the plans. The Company anticipates that it will have a minimum required pension contribution funding of approximately $44 million in 2011.

Estimated Future Benefit Payments

	Pension Benefits		Other Benefits
	(In millions)
2011	$	53.0	$	16.1
2012		54.6		15.8
2013		54.6		15.5
2014		55.0		15.2
2015		55.4		14.9
2016-2020		282.0		71.0

Note 11: Commitments and Contingencies

Lease Obligations & Other

The Company leases buildings and equipment under noncancellable operating leases expiring in various years through 2025. Future minimum rental commitments are estimated to total $96.8 million, including approximately $19.9 million in 2011, $15.3 million in 2012, $12.0 million in 2013, $9.3 million in 2014, $7.2 million in 2015 and $33.1 million thereafter.

Rental expense under operating leases totaled $25.6 million, $25.4 million and $30.0 million for the years ended December 31, 2010, 2009 and 2008, respectively.

To fulfill contractual requirements for certain customers in 2010, the Company has entered into certain fixed-price noncancellable contractual obligations. These purchase obligations which will all be paid in 2011 aggregated to $35.4 million at December 31, 2010.

Concentrations of Various Risks

The Company’s financial instruments consist of cash, accounts receivable, derivative instruments, accounts payable, and notes payable. In the case of cash, accounts receivable and accounts payable, the carrying amount on the balance sheet approximates the fair values due to the short-term nature of these instruments. The derivative instruments are marked to market each period. Based on borrowing rates available to the Company for loans with similar terms, the carrying value of notes payable approximates the fair values.

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of derivative financial instruments and trade accounts receivable. Our derivative financial instruments are contracts placed with major financial institutions. Credit is generally extended to customers based upon an evaluation of each customer’s financial condition, with terms consistent in the industry and no collateral required. Concentrations of credit risk with respect to trade accounts receivable are limited due to the large number of customers and their dispersion across geographic areas.

The Company has signed supply agreements with certain vendors which may obligate the Company to make cash deposits based on the spot price of aluminum at the end of each month. These cash deposits offset amounts payable to the vendor when inventory is received. We made no cash deposits for the year ended December 31, 2010. We have no exposure at December 31, 2010.

Approximately 17% of our total labor force is covered by collective bargaining agreements. There are collective bargaining agreements that will expire in fiscal 2011, which cover approximately 7% of our total labor force. We believe that our overall relationship with our employees is good.

Litigation

From time to time, we are named as a defendant in legal actions incidental to our ordinary course of business. We do not believe that the resolution of these claims will have a material adverse effect on our financial position, results of operations or cash flows. We maintain liability insurance coverage to assist in protecting our 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 us and six other metals service centers in the United States District Court for the Western District of Oklahoma. Champagne Metals

54

alleged 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 sought damages with the exact amount to be determined at trial. Champagne Metals also sought treble damages on its antitrust claims and sought punitive damages in addition to actual damages on its other claim. On May 12, 2009, the parties resolved all matters by agreement. Under the terms of this agreement we made a cash payment of $2.6 million to Champagne Metals. On June 12, 2009 the matter was dismissed with prejudice.

There are various claims and pending actions against the Company. The amount of liability, if any, for those claims and actions at December 31, 2010 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.

Note 12: Comprehensive Income

The following sets forth the components of comprehensive income:

	Year Ended December 31,
	2010			2009			2008
	(In millions)
Net income (loss)	$	(70.0	)	$	(192.4	)	$	25.8
Other comprehensive income (loss):
Foreign currency translation adjustments		11.4			27.9			(43.1	)
Changes in unrecognized benefit costs, net of tax benefit of $0.7 in 2010, tax benefit of $1.8 in 2009, and $72.7 tax benefit in 2008		(18.3	)		(17.0	)		(114.7	)
Unrealized gain on available-for-sale investment		5.4			—			—
Total comprehensive loss		(71.5	)		(181.5	)		(132.0	)
Less: comprehensive loss attributable to noncontrolling interest		(3.2	)		(3.4	)		(1.7	)
Comprehensive loss attributable to Ryerson Inc.	$	(68.3	)	$	(178.1	)	$	(130.3	)

Note 13: Related Parties

The Company pays an affiliate of Platinum an annual monitoring fee of up to $5.0 million pursuant to a corporate advisory services agreement. The monitoring fee was $5.0 million for the years ended December 31, 2010, 2009 and 2008.

We declared and paid a dividend of $35.0 million and $25.0 million to Ryerson Holding in July 2009 and April 2008, respectively.

Note 14: Sales by Product

The Company derives substantially all of its sales from the distribution of metals. The following table shows the Company’s percentage of sales by major product line:

	Year Ended December 31,
Product Line	2010			2009			2008
	(Percentage of Sales)
Stainless		28	%		25	%		30	%
Aluminum		21			22			20
Carbon flat rolled		28			28			25
Bars, tubing and structurals		8			8			9
Fabrication and carbon plate		10			11			11
Other		5			6			5
Total		100	%		100	%		100	%

No customer accounted for more than 5 percent of Company sales for the years ended December 31, 2010, 2009 and 2008. The top ten customers accounted for less than 12 percent of its sales for the year ended December 31, 2010. A significant majority of the Company’s sales are attributable to its U.S. operations and a significant majority of its long-lived assets are located in the United States. The only operations attributed to foreign countries relate to the Company’s subsidiaries in Canada, China and Mexico, which in aggregate comprised 14 percent, 14 percent, and 11 percent of the Company’s sales during the years ended December 31, 2010, 2009 and 2008, respectively; Canadian, Chinese and Mexican assets were 15 percent, 17 percent and 15 percent at December 31, 2010, 2009 and 2008, respectively.

55

Note 15: 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 in Mexico. The Company had a 49 percent equity interest in the joint venture until the Company sold its interest on November 28, 2008 to the majority stockholder. The Company recognized $0.8 million gain on the sale in 2008.

Tata Ryerson Limited. The Company sold its 50 percent interest in Tata Ryerson Limited, a joint venture with Tata Steel Limited, an integrated steel manufacturer in India on July 10, 2009 to its joint venture partner. Tata Ryerson Limited, which was formed in 1997, is a metals service center and processor with processing facilities at Jamshedpur, Faridabad, and Ranjangaon, India. Prior to the sale, the Company accounted for this joint venture under the equity method of accounting. The Company received proceeds of $49 million for the transaction and recognized a pre-tax gain of approximately $0.5 million in the third quarter of 2009. The Company’s investment in this joint venture was not material to the Company’s consolidated financial position or results of operations.

Note 16: Compensation Plan

Participation Plan

In 2009, Ryerson Holding adopted the 2009 Participation Plan (as amended and restated, the “Plan”). The purpose of the Plan is to provide incentive compensation to key employees of the Company by granting performance units. The value of the performance units is related to the appreciation in the value of the Company from and after the date of grant and the performance units vest over a period specified in the applicable award agreement, which typically vest over 44 months. The Plan may be altered, amended or terminated by the Company at any time. All performance units will terminate upon termination of the Plan or expiration on February 15, 2014. Participants in the Plan may be entitled to receive compensation for their vested units if certain performance-based “qualifying events” occur during the participant’s employment with the Company or during a short period following the participant’s death.

There are two “qualifying events” defined in the Plan: (1) A “qualifying sale event” in which there is a sale of some or all of the stock of Ryerson Holding then held by Ryerson Holding’s principal stockholders and (2) A “qualifying distribution” in which Ryerson Holding pays a cash dividend to its principal stockholders. Upon the occurrence of a Qualifying Event, participants with vested units may receive an amount equal to the difference between: (i) the value (as defined by the Plan) of the units on the date of the qualifying event, and (ii) the value of the units assigned on the date of grant. No amounts are due to participants until the total cash dividends and net proceeds from the sale of common stock to Ryerson Holding’s principal stockholder exceeds $875 million. Upon termination, with or without cause, units are forfeited, except in the case of death, as described in the Plan. As of December 31, 2010, 87,500,000 units have been authorized and granted, 21,875,000 units have been forfeited, and 49,218,750 units have vested and 16,406,250 units are nonvested as of the date hereof. The Company is accounting for this Plan in accordance with FASB ASC 718, “Compensation – Stock Compensation” (“ASC 718”). Since the occurrence of future “qualifying events” is not determinable or estimable, no liability or expense has been recognized to date. The fair value of the performance units are based upon cash dividends to and net proceeds from sales of common stock of Ryerson Holding by its principal stockholders through the end of each period that have occurred or are probable. The fair value of the performance units on their grant date in 2009 and at December 31, 2010 and 2009, which included cash dividends of $213.8 million paid on January 29, 2010 and $56.5 million paid in 2009, was zero.

Note 17: Derivatives and Fair Value of Financial Instruments

Derivatives

The Company is exposed to certain risks relating to its ongoing business operations. The primary risks managed by using derivative instruments are interest rate risk, foreign currency risk, and commodity price risk. Interest rate swaps are entered into to manage interest rate risk associated with the Company’s floating-rate borrowings. We use foreign currency exchange contracts to hedge our Canadian subsidiaries’ variability in cash flows from the forecasted payment of currencies other than the functional currency. From time to time, we may enter into fixed price sales contracts with our customers for certain of our inventory components. We may enter into metal commodity futures and options contracts periodically to reduce volatility in the price of metals. We may also enter into natural gas price swaps to manage the price risk of forecasted purchases of natural gas. The Company currently does not account for its derivative contracts as hedges but rather marks them to market with a corresponding offset to current earnings. The Company regularly reviews the creditworthiness of its derivative counterparties and does not expect to incur a significant loss from the failure of any counterparties to perform under any agreements.

56

The following table summarizes the location and fair value amount of our derivative instruments reported in our consolidated balance sheet as of December 31, 2010 and 2009:

Asset Derivatives

Liability Derivatives

December 31, 2010

December 31, 2009

December 31, 2010

December 31, 2009

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

(In millions)

Derivatives not designated as hedging instruments under ASC 815

Interest rate contracts

N/A

N/A

N/A

N/A

Other accrued liabilities

$

0.8

Non-current taxes and other credits

$

1.0

Foreign exchange contracts

N/A

N/A

N/A

N/A

Other accrued liabilities

0.3

Non-current taxes and other credits

0.1

Commodity contracts

Prepaid expenses and other current assets

$

0.7

Receivables less provision for allowances, claims and doubtful accounts

$

0.7

Other accrued liabilities

0.1

N/A

N/A

Total derivatives

$

0.7

$

0.7

$

1.2

$

1.1

The Company’s interest rate forward contracts had a notional amount of $100 million as of December 31, 2010 and 2009. As of December 31, 2010 and 2009, the Company’s foreign currency exchange contracts had a U.S. dollar notional amount of $7.1 million and $15.9 million, respectively. As of December 31, 2010 and 2009, the Company had 1,345 and 472 tons, respectively, of nickel futures or option contracts related to forecasted purchases. The Company entered into a natural gas price swap during 2010, which had a notional amount of 225,000 million British thermal units (“mmbtu”) as of December 31, 2010. The Company entered into a hot roll steel coil option contract in 2010 related to forecasted purchases, which had a notional amount of 2,325 tons as of December 31, 2010. The company entered into an aluminum price swap in 2010 related to forecasted purchases, which had a notional amount of 64 tons as of December 31, 2010.

57

The following table summarizes the location and amount of gains and losses reported in our consolidated statement of operations for the years ended December 31, 2010, 2009 and 2008:

		Amount of Gain/(Loss) Recognized in Income on  Derivatives
		Year Ended December 31,
Derivatives not designated as hedging instruments under ASC 815	Location of Gain/(Loss) Recognized in Income on Derivative	2010			2009			2008
		(In millions)
Interest rate contracts	Interest and other expense on debt	$	(1.1	)	$	(1.8	)	$	(2.7	)
Foreign exchange contracts	Other income and (expense), net		(0.3	)		(0.3	)		0.4
Commodity contracts	Cost of materials sold		(0.3	)		3.5			(4.5	)
Natural gas commodity contracts	Warehousing, delivery, selling, general and administrative		(0.1	)		—			—
Total		$	(1.8	)	$	1.4		$	(6.8	)

Fair Value of Financial Instruments

As permitted by ASC 820-10-65-1, the Company adopted the nonrecurring fair value measurement disclosures for nonfinancial assets and liabilities. To increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

1. Level 1—quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the reporting date.

2. Level 2—inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.

3. Level 3—unobservable inputs, such as internally-developed pricing models for the asset or liability due to little or no market activity for the asset or liability.

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The following table presents assets and liabilities measured and recorded at fair value on our Consolidated Balance Sheets on a recurring basis and their level within the fair value hierarchy as of December 31, 2010:

	At December 31, 2010
	Level 1		Level 2		Level 3
	(In millions)
Assets
Cash equivalents:
Commercial paper	$	18.1	$	—	$	—
Prepaid and other current assets:
Common stock – available-for-sale investment	$	20.2	$	—	$	—
Mark-to-market derivatives:
Commodity contracts	$	—	$	0.7	$	—
Liabilities
Mark-to-market derivatives:
Interest rate contracts	$	—	$	0.8	$	—
Foreign exchange contracts		—		0.3		—
Commodity contracts		—		0.1		—
Total liability derivatives	$	—	$	1.2	$	—

The fair value of each derivative contract is determined using Level 2 inputs and the market approach valuation technique, as described in ASC 820. The Company has various commodity derivatives to lock in nickel prices for varying time periods. The fair value of these derivatives is determined based on the spot price each individual contract was purchased at and compared with the one-month daily average actual spot price on the London Metals Exchange for nickel on the valuation date. The Company also has commodity derivatives to lock in hot roll coil and aluminum prices for varying time periods. The fair value of these derivatives is determined based on the spot price each individual contract was purchased at and compared with the one-month daily average actual spot price on the New York Mercantile Exchange for the commodity on the valuation date. The Company also has a natural gas price swap to lock in natural gas prices through March 2011. The fair value of this derivative is determined based on the spot price of the natural gas contract and compared with the one-month daily average actual spot price of natural gas according to the Henry Hub index on the valuation date. The Company also has an interest rate swap to fix a portion of the Company’s interest payments on its debt obligations. The interest rate swap, which has a notional amount of $100 million, fixes a portion of our interest payments at an interest rate of 1.59%. The contract expires on July 15, 2011. The interest rate swap is valued using estimated future one-month LIBOR interest rates as compared to the fixed interest rate of 1.59%. In addition, the Company has numerous foreign exchange contracts to hedge our Canadian subsidiaries variability in cash flows from the forecasted payment of currencies other than the functional currency, the Canadian dollar. The Company defines the fair value of foreign exchange contracts as the amount of the difference between the contracted and current market value at the end of the period. The Company estimates the current market value of foreign exchange contracts by obtaining month-end market quotes of foreign exchange rates and forward rates for contracts with similar terms. The Company uses the exchange rates provided by Reuters. Each contract term varies in the number of months, but on average is between 3 to 12 months in length.

The following table presents assets and liabilities measured and recorded at fair value on our Consolidated Balance Sheets on a non-recurring basis and their level within the fair value hierarchy as of December 31, 2010:

	At December 31, 2010
	Level 1		Level 2		Level 3
	(In millions)
Assets
Impaired assets (Note 5)	$	—	$	14.3	$	—

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The carrying and estimated fair values of the Company’s financial instruments at December 31, 2010 and 2009 were as follows:

	At December 31, 2010				At December 31, 2009
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(In millions)
Cash and cash equivalents	$	62.2	$	62.2	$	114.9	$	114.9
Receivables less provision for allowances, claims and doubtful accounts		499.1		499.1		357.6		357.6
Accounts payable		287.3		287.3		173.4		173.4
Long-term debt, including current portion		960.2		969.5		754.2		750.1

The estimated fair value of the Company’s cash and cash equivalents, receivables less provision for allowances, claims and doubtful accounts and accounts payable approximate their carrying amounts due to the short-term nature of these financial instruments. The estimated fair value of the Company’s long-term debt and the current portions thereof is determined by using quoted market prices of Company debt securities, where available, and from analyses performed using current interest rates considering credit ratings and the remaining terms of maturity.

Available-For-Sale Investment

The Company has classified an investment made during 2010 as available-for-sale at the time of purchase. Investments classified as available-for-sale are recorded at fair value with the related unrealized gains and losses included in accumulated other comprehensive income. Management evaluates investments in an unrealized loss position on whether an other-than-temporary impairment has occurred on a periodic basis. Factors considered by management in assessing whether an other-than-temporary impairment has occurred include: the nature of the investment; whether the decline in fair value is attributable to specific adverse conditions affecting the investment; the financial condition of the investee; the severity and the duration of the impairment; and whether we intend to sell the investment or will be required to sell the investment before recovery of its amortized cost basis. When it is determined that an other-than-temporary impairment has occurred, the investment is written down to its market value at the end of the period in which it is determined that an other-than-temporary decline has occurred. Realized gains and losses are recorded within the statement of operations upon sale of the security and are based on specific identification.

The Company’s available-for-sale security as of December 31, 2010 can be summarized as follows:

	At December 31, 2010
	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(In millions)
Common stock	$	14.8	$	5.4	$	—	$	20.2

There is no maturity date for this investment and there have been no sales for the year ended December 31, 2010.

Note 18: Income Taxes

The elements of the provision for income taxes were as follows:

	Year Ended December 31,
	2010			2009			2008
	(In millions)
Income (loss) before income tax:
Federal	$	(50.6	)	$	(106.7	)	$	2.1
Foreign		(6.5	)		(18.8	)		35.4
	$	(57.1	)	$	(125.5	)	$	37.5
Current income taxes:
Federal	$	(47.2	)	$	3.4		$	11.6
Foreign		1.5			7.5			9.9
State		0.4			(0.2	)		3.0
		(45.3	)		10.7			24.5
Deferred income taxes		58.2			56.2			(12.8	)
Total tax provision	$	12.9		$	66.9		$	11.7

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

	Year Ended December 31,
	2010			2009			2008
	(In millions)
Federal income tax expense computed at statutory tax rate of 35%	$	(20.0	)	$	(44.0	)	$	13.1
Additional taxes or credits from:
State and local income taxes, net of federal income tax effect		(0.4	)		(1.3	)		2.3
Foreign tax credit		—			(8.5	)		—
Other non-deductible expenses		0.7			1.5			0.7
Domestic production activities benefit		2.1			(1.3	)		(2.2	)
Foreign income not includable in federal taxable income		5.5			5.8			(2.5	)
Indian taxes		—			8.3			—
Tax on sale of foreign joint venture		—			14.5			—
Valuation allowance		24.5			92.3			—
All other, net		0.5			(0.4	)		0.3
Total income tax provision	$	12.9		$	66.9		$	11.7

The components of the deferred income tax assets and liabilities arising under FASB ASC 740, “Income Taxes” (“ASC 740”) were as follows:

	At December 31,
	2010			2009
	(In millions)
Deferred tax assets:
AMT tax credit carryforwards	$	38		$	47
Post-retirement benefits other than pensions		67			70
Federal and foreign net operating loss carryforwards		29			—
State net operating loss carryforwards		12			5
Pension liability		120			130
Other deductible temporary differences		21			23
Less: valuation allowances		(125	)		(98	)
	$	162		$	177
Deferred tax liabilities:
Fixed asset basis difference	$	117		$	120
Inventory basis difference		135			96
Other intangibles		1			4
		253			220
Net deferred tax liability	$	(91	)	$	(43	)

The Company had available at December 31, 2010, federal AMT credit carryforwards of approximately $38 million, which may be used indefinitely to reduce regular federal income taxes.

The Company’s deferred tax assets also include $26 million related to US federal net operating loss (“NOL”) carryforwards which expire in 20 years, $12 million related to state NOL carryforwards which expire generally in 3 to 15 years and $3 million related to foreign NOL carryforwards which expire in 3 to 5 years, available at December 31, 2010.

In accordance with ASC 740, the Company assesses, on a quarterly basis, the realizability of its deferred tax assets. A valuation allowance must be established when, based upon the evaluation of all available evidence, it is more-likely-than-not that all or a portion of the deferred tax assets will not be realized. In making this determination, we analyze, among other things, our recent history of earnings, cash flows and the nature and timing of future deductions and benefits represented by the deferred tax assets. As a result of U.S. pre-tax losses incurred in periods leading up to the second quarter of 2009, we were unable to rely on the positive evidence of projected future income to support all deferred tax assets. After considering both the positive and negative evidence available at the end of the second quarter of fiscal year 2009, the Company determined that it was more-likely-than-not that it would not realize the full value of a portion of its U.S. deferred tax assets. As a result, during the second quarter of 2009, the Company established a valuation allowance against its deferred tax assets in the U.S. to reduce them to the amount that is more-likely-than-not to be realized with a corresponding non-cash

61

charge of $74.3 million to the provision for income taxes. During the second half of 2009 an additional non-cash charge of $23.9 million was recorded, increasing the valuation allowance to $98.4 million at December 31, 2009. Of the charges recorded during 2009, $92.3 million of this valuation allowance was charged to income tax provision and $5.9 million was charged to other comprehensive income. The valuation allowance was increased to $124.8 million at December 31, 2010. Of the charges recorded during 2010, $24.5 million was charged to income tax provision and $4.4 million was charged to other comprehensive income offset by $2.5 million of a change in net deferred tax assets for which a valuation allowance was fully provided. The valuation allowance is reviewed quarterly and will be maintained until sufficient positive evidence exists to support the reversal of some or all of the valuation allowance.

At December 31, 2010, the Company had approximately $60.1 million of undistributed foreign earnings. The Company has not recognized any U.S. tax expense on $54.1 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 $6 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.

The Company accounts for uncertain income tax positions in accordance with ASC 740. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

	Unrecognized Tax Benefits
	(In millions)
Unrecognized tax benefits balance at January 1, 2008	$	7.1
Gross increases – tax positions in prior periods		0.4
Settlements and closing of statute of limitations		(2.4	)
Unrecognized tax benefits balance at December 31, 2008	$	5.1
Gross increases – tax positions in prior periods		0.1
Settlements and closing of statute of limitations		(0.2	)
Unrecognized tax benefits balance at December 31, 2009	$	5.0
Gross increases – tax positions in prior periods		1.0
Settlements and closing of statute of limitations		(0.2	)
Unrecognized tax benefits balance at December 31, 2010	$	5.8

Ryerson and its subsidiaries are subject to U.S. federal income tax as well as income tax of multiple state and foreign jurisdictions. The Company has substantially concluded all U.S. federal income tax matters for years through 2007. Substantially all state and local income tax matters have been concluded through 2005. However, a change by a state in subsequent years would result in an insignificant change to the Company’s state tax liability. The Company has substantially concluded foreign income tax matters through 2006 for all significant foreign jurisdictions.

We recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2010 and 2009, we had approximately $0.4 million and $1.5 million of accrued interest related to uncertain tax positions, respectively. Total amount of unrecognized tax benefits that would affect our effective tax rate if recognized is $3.6 million and $3.2 million as of December 31, 2010 and 2009, respectively. The decrease in interest during 2010 resulted primarily from a re-evaluation of jurisdictions where the Company has NOL carryforwards.

The Company and its U.S. subsidiaries are included in the consolidated federal income tax return with its parent company, Ryerson Holding. Income taxes have been computed as if the Company filed a separate income tax return.

62

Note 19: Condensed Consolidating Financial Statements

On October 19, 2007, Merger Sub issued Ryerson Notes. Merger Sub was formed solely for the purpose of merging with and into Ryerson. Ryerson is the surviving corporation of the merger and assumed the obligations of Merger Sub. The Ryerson Notes are fully and unconditionally guaranteed on a senior secured basis by each of Ryerson’s existing and future domestic subsidiaries that are co-borrowers or guarantee our obligations under the Ryerson Credit Facility. Each guarantor of the Ryerson Notes is 100% owned by Ryerson and the guarantees are joint and several. Ryerson Inc. may only pay dividends to Ryerson Holding to the extent of 50% of future net income, once prior losses are offset. Presented below is the condensed consolidating financial information of Ryerson and its subsidiaries as of December 31, 2010 and 2009 and for the years ended December 31, 2010, 2009 and 2008.

RYERSON INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2010

(In millions)

	Parent			Guarantor			Non-guarantor			Eliminations			Consolidated
Net sales	$	—		$	3,351.3		$	550.5		$	(6.3	)	$	3,895.5
Cost of materials sold		—			2,886.7			475.3			(6.3	)		3,355.7
Gross profit		—			464.6			75.2			—			539.8
Warehousing, delivery, selling, general and administrative expenses		4.9			426.2			74.6			—			505.7
Restructuring and other charges		—			12.0			—			—			12.0
Gain on insurance settlement		(2.6	)		—			—			—			(2.6	)
Impairment charge on fixed assets		—			1.4			—			—			1.4
Pension and other postretirement benefits curtailment loss		—			2.0			—			—			2.0
Operating profit (loss)		(2.3	)		23.0			0.6			—			21.3
Other income and (expense), net		—			—			(3.2	)		—			(3.2	)
Interest and other expense on debt		(70.3	)		(1.3	)		(3.6	)		—			(75.2	)
Intercompany transactions:
Interest expense on intercompany loans		(55.9	)		—			(0.4	)		56.3			—
Interest income on intercompany loans		—			56.3			—			(56.3	)		—
Income (loss) before income taxes		(128.5	)		78.0			(6.6	)		—			(57.1	)
Provision (benefit) for income taxes		(15.4	)		25.3			3.0			—			12.9
Equity in (earnings) loss of subsidiaries		(47.7	)		4.6			—			43.1			—
Net income (loss)		(65.4	)		48.1			(9.6	)		(43.1	)		(70.0	)
Less: Net loss attributable to noncontrolling interest		—			—			(4.6	)		—			(4.6	)
Net income (loss) attributable to Ryerson Inc.	$	(65.4	)	$	48.1		$	(5.0	)	$	(43.1	)	$	(65.4	)

63

RYERSON INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2009

(In millions)

	Parent			Guarantor			Non-guarantor			Eliminations			Consolidated
Net sales	$	—		$	2,647.2		$	423.4		$	(4.5	)	$	3,066.1
Cost of materials sold		—			2,247.6			367.5			(4.5	)		2,610.6
Gross profit		—			399.6			55.9			—			455.5
Warehousing, delivery, selling, general and administrative expenses		3.4			417.3			63.2			—			483.9
Gain on sale of assets		—			(3.3	)		—			—			(3.3	)
Impairment charge on fixed assets		—			19.3			—			—			19.3
Pension and other postretirement benefits curtailment gain		—			—			(2.0	)		—			(2.0	)
Operating loss		(3.4	)		(33.7	)		(5.3	)		—			(42.4	)
Other income and (expense), net		2.7			—			(12.9	)		—			(10.2	)
Interest and other expense on debt		(69.1	)		(1.7	)		(2.1	)		—			(72.9	)
Intercompany transactions:
Interest expense on intercompany loans		(56.5	)		(2.1	)		(0.3	)		58.9			—
Interest income on intercompany loans		—			56.9			2.0			(58.9	)		—
Income (loss) before income taxes		(126.3	)		19.4			(18.6	)		—			(125.5	)
Provision for income taxes		42.7			16.7			7.5			—			66.9
Equity in loss of subsidiaries		20.3			15.4			—			(35.7	)		—
Net loss		(189.3	)		(12.7	)		(26.1	)		35.7			(192.4	)
Less: Net loss attributable to noncontrolling interest		—			—			(3.1	)		—			(3.1	)
Net loss attributable to Ryerson Inc.	$	(189.3	)	$	(12.7	)	$	(23.0	)	$	35.7		$	(189.3	)

RYERSON INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2008

(In millions)

	Parent			Guarantor			Non-guarantor			Eliminations			Consolidated
Net sales	$	—		$	4,751.9		$	571.1		$	(13.2	)	$	5,309.8
Cost of materials sold		—			4,134.8			476.1			(13.2	)		4,597.7
Gross profit		—			617.1			95.0			—			712.1
Warehousing, delivery, selling, general and administrative expenses		5.0			517.2			63.9			—			586.1
Operating profit (loss)		(5.0	)		99.9			31.1			—			126.0
Other income and (expense), net		18.5			0.9			2.0			—			21.4
Interest and other expense on debt		(106.6	)		(2.7	)		(0.6	)		—			(109.9	)
Intercompany transactions:
Interest expense on intercompany loans		(47.3	)		—			(0.4	)		47.7			—
Interest income on intercompany loans		—			47.7			—			(47.7	)		—
Income (loss) before income taxes		(140.4	)		145.8			32.1			—			37.5
Provision (benefit) for income taxes		(49.5	)		51.3			9.9			—			11.7
Equity in earnings of subsidiaries		(118.3	)		(19.5	)		—			137.8			—
Net income		27.4			114.0			22.2			(137.8	)		25.8
Less: Net loss attributable to noncontrolling interest		—			—			(1.6	)		—			(1.6	)
Net income attributable to Ryerson Inc.	$	27.4		$	114.0		$	23.8		$	(137.8	)	$	27.4

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RYERSON INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31, 2010

(In millions)

	Parent			Guarantor			Non-guarantor			Eliminations			Consolidated
OPERATING ACTIVITIES:
Net income (loss)	$	(65.4	)	$	48.1		$	(9.6	)	$	(43.1	)	$	(70.0	)
Non-cash expenses		(74.0	)		182.2			6.7			—			114.9
Equity in earnings of subsidiaries		(47.7	)		4.6			—			43.1			—
Changes in working capital		13.1			(238.8	)		(17.6	)		—			(243.3	)
Net adjustments		(108.6	)		(52.0	)		(10.9	)		43.1			(128.4	)
Net cash used in operating activities		(174.0	)		(3.9	)		(20.5	)		—			(198.4	)
INVESTING ACTIVITIES:
Net cash provided by (used in) investing activities		61.4			66.5			1.3			(173.6	)		(44.4	)
FINANCING ACTIVITIES:
Net cash provided by (used in) financing activities		113.1			(51.5	)		(50.7	)		173.6			184.5
Net increase (decrease) in cash and cash equivalents		0.5			11.1			(69.9	)		—			(58.3	)
Effect of exchange rates		—			—			5.6			—			5.6
Net change in cash and cash equivalents		0.5			11.1			(64.3	)		—			(52.7	)
Beginning cash and cash equivalents		—			4.6			110.3			—			114.9
Ending cash and cash equivalents	$	0.5		$	15.7		$	46.0		$	—		$	62.2

RYERSON INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31, 2009

(In millions)

	Parent			Guarantor			Non-guarantor			Eliminations			Consolidated
OPERATING ACTIVITIES:
Net loss	$	(189.3	)	$	(12.7	)	$	(26.1	)	$	35.7		$	(192.4	)
Non-cash expenses		60.8			50.3			4.0			—			115.1
Equity in earnings of subsidiaries		20.3			15.4			—			(35.7	)		—
Changes in working capital		50.5			296.1			15.4			—			362.0
Net adjustments		131.6			361.8			19.4			(35.7	)		477.1
Net cash provided by (used in) operating activities		(57.7	)		349.1			(6.7	)		—			284.7
INVESTING ACTIVITIES:
Net cash provided by (used in) investing activities		37.1			(332.6	)		34.4			293.2			32.1
FINANCING ACTIVITIES:
Net cash provided by (used in) financing activities		20.5			(19.5	)		(28.7	)		(293.2	)		(320.9	)
Net decrease in cash and cash equivalents		(0.1	)		(3.0	)		(1.0	)		—			(4.1	)
Effect of exchange rates		—			—			10.1			—			10.1
Net change in cash and cash equivalents		(0.1	)		(3.0	)		9.1			—			6.0
Beginning cash and cash equivalents		0.1			7.6			101.2			—			108.9
Ending cash and cash equivalents	$	—		$	4.6		$	110.3		$	—		$	114.9

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RYERSON INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31, 2008

(In millions)

	Parent			Guarantor			Non-guarantor			Eliminations			Consolidated
OPERATING ACTIVITIES:
Net income	$	27.4		$	114.0		$	22.2		$	(137.8	)	$	25.8
Non-cash expenses		31.7			(8.1	)		(11.5	)		—			12.1
Equity in earnings of subsidiaries		(118.3	)		(19.5	)		—			137.8			—
Changes in working capital		(1,472.9	)		1,638.4			75.9			—			241.4
Net adjustments		(1,559.5	)		1,610.8			64.4			137.8			253.5
Net cash provided by (used in) operating activities		(1,532.1	)		1,724.8			86.6			—			279.3
INVESTING ACTIVITIES:
Net cash provided by (used in) investing activities		1,212.6			(552.4	)		24.1			(660.3	)		24.0
FINANCING ACTIVITIES:
Net cash provided by (used in) financing activities		319.5			(1,194.7	)		(7.1	)		660.3			(222.0	)
Net increase (decrease) in cash and cash equivalents		—			(22.3	)		103.6			—			81.3
Effect of exchange rates		—			—			(7.6	)		—			(7.6	)
Net change in cash and cash equivalents		—			(22.3	)		96.0			—			73.7
Beginning cash and cash equivalents		0.1			29.9			5.2			—			35.2
Ending cash and cash equivalents	$	0.1		$	7.6		$	101.2		$	—		$	108.9

RYERSON INC.

CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2010

(In millions)

	Parent		Guarantor		Non-guarantor		Eliminations			Consolidated
ASSETS
Current Assets	$	1,668.7	$	1,142.0	$	239.4	$	(1,629.3	)	$	1,420.8
Property, plant and equipment net of accumulated depreciation		—		425.8		64.6		—			490.4
Other noncurrent assets		806.4		1,731.3		13.6		(2,401.2	)		150.1
Total Assets	$	2,475.1	$	3,299.1	$	317.6	$	(4,030.5	)	$	2,061.3
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities	$	19.2	$	2,089.7	$	78.5	$	(1,629.3	)	$	558.1
Noncurrent liabilities		2,393.4		462.1		24.0		(1,453.7	)		1,425.8
Ryerson Inc. stockholders’ equity		62.5		747.3		200.2		(947.5	)		62.5
Noncontrolling interest		—		—		14.9		—			14.9
Total Liabilities and Equity	$	2,475.1	$	3,299.1	$	317.6	$	(4,030.5	)	$	2,061.3

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RYERSON INC.

CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2009

(In millions)

	Parent		Guarantor		Non-guarantor		Eliminations			Consolidated
ASSETS
Current Assets	$	1,662.4	$	849.3	$	261.8	$	(1,633.7	)	$	1,139.8
Property, plant and equipment net of accumulated depreciation		—		427.7		61.0		—			488.7
Other noncurrent assets		810.6		1,896.0		14.8		(2,562.3	)		159.1
Total Assets	$	2,473.0	$	3,173.0	$	337.6	$	(4,196.0	)	$	1,787.6
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities	$	46.8	$	1,921.8	$	50.8	$	(1,633.7	)	$	385.7
Noncurrent liabilities		2,295.4		485.9		33.1		(1,578.9	)		1,235.5
Ryerson Inc. stockholders’ equity		130.8		765.3		218.1		(983.4	)		130.8
Noncontrolling interest		—		—		35.6		—			35.6
Total Liabilities and Equity	$	2,473.0	$	3,173.0	$	337.6	$	(4,196.0	)	$	1,787.6

Note 20: Subsequent Events

On March 14, 2011, Ryerson entered into an amended and restated Ryerson Credit Facility, effective immediately. The Ryerson Credit Facility, among other things consists of $1.35 billion in commitments from the lenders and extends the maturity date to the earlier of (a) March 11, 2016, (b) the date that occurs 90 days prior to the scheduled maturity date of the 2014 Notes if such notes are then outstanding and (c) the date that occurs 90 days prior to the scheduled maturity date of the 2015 Notes if such notes are then outstanding. Pricing under the Ryerson Credit Facility was also adjusted to reflect current market conditions. Pricing is not materially different from our original Ryerson Credit Facility.

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SUPPLEMENTARY FINANCIAL DATA (UNAUDITED)

RYERSON INC. AND SUBSIDIARY COMPANIES

SUMMARY BY QUARTER

(In millions)

	Net Sales		Gross Profit		Income (Loss) Before Income Taxes			Net Loss			Net Loss Attributable to Ryerson Inc.
2009
First Quarter (1)	$	804.7	$	125.5	$	(9.5	)	$	(6.3	)	$	(4.3	)
Second Quarter (2)		743.1		85.6		(55.3	)		(130.5	)		(130.0	)
Third Quarter (3)		777.2		151.8		6.7			(7.3	)		(7.8	)
Fourth Quarter (4)		741.1		92.6		(67.4	)		(48.3	)		(47.2	)
Year	$	3,066.1	$	455.5	$	(125.5	)	$	(192.4	)	$	(189.3	)
2010
First Quarter	$	871.5	$	133.8	$	(6.4	)	$	(9.0	)	$	(9.0	)
Second Quarter (5)		1,020.2		132.6		(8.4	)		(12.1	)		(11.9	)
Third Quarter (6)		1,031.7		139.1		(10.5	)		(15.6	)		(14.5	)
Fourth Quarter (7)		972.1		134.3		(31.8	)		(33.3	)		(30.0	)
Year	$	3,895.5	$	539.8	$	(57.1	)	$	(70.0	)	$	(65.4	)

(1) Included in the first quarter 2009 results is a pretax gain on the sale of assets of $3.3 million, or $2.0 million after-tax, and a pretax gain of $1.3 million, or $0.9 million after-tax, related to the curtailment gain on the Canadian post-retirement plan amendment.

(2) Included in the second quarter 2009 results is an income tax charge of $74.3 million to establish a valuation allowance against our US deferred tax assets and a $13.5 million income tax charge related to the sale of our joint venture in India.

(3) Included in the third quarter 2009 results is an impairment charge of $6.1 million, or $3.7 million after-tax, related to certain assets held for sale to recognize the assets at their fair value less cost to sell and an income tax charge of $14.7 million to increase the valuation allowance against our US deferred tax assets.

(4) Included in the fourth quarter 2009 results is an impairment charge of $13.2 million, or $8.0 million after-tax, related to adjusting primarily held for sale assets to their fair value less cost to sell and an income tax charge of $3.3 million (net) to increase the valuation allowance against our US deferred tax assets. This income tax charge recognized in the fourth quarter includes a $6.6 million income tax benefit that relates to a change to the valuation allowance recognized in the second quarter of 2009.

(5) Included in the second quarter 2010 results is a $2.6 million gain on the settlement of an insurance claim.

(6) Net loss and Net loss attributable to Ryerson Inc. for the third quarter of 2010 have been restated from a loss of $6.9 million and $5.8 million, respectively, to a loss of $15.6 million and $14.5 million, respectively, to reflect the effect of an $8.7 million income tax charge related to the establishment of a valuation reserve on certain deferred state income tax assets.

(7) Included in the fourth quarter 2010 results is a $2.0 million curtailment loss and a $10.5 million restructuring charge associated with the announcement of the closure of one of our metal service centers. The fourth quarter 2010 results also included a $1.5 million charge related to benefits to be paid associated with the retirement of our Chief Executive Officer.

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RYERSON INC. AND SUBSIDIARY COMPANIES

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

For the Years Ended December 31, 2010, 2009 and 2008

(In millions)

	Provisions for Allowances
	Balance at Beginning of Period		Amount Acquired Through Acquisition			Additions Charged to Income		Additions Charged to Other Comprehensive Income		Deductions from Reserves			Balance at End of Period
Year ended December 31, 2010
Allowance for doubtful accounts	$	10.5	$	—		$	3.0	$	—	$	(4.8	)(B)	$	8.7
Valuation allowance—deferred tax assets		98.4		—			24.5		4.4		(2.5	)(D)		124.8
Year ended December 31, 2009
Allowance for doubtful accounts	$	17.1	$	—		$	8.5	$	—	$	(15.1	)(B)	$	10.5
Valuation allowance—deferred tax assets		0.2		—			92.3		5.9		—			98.4
Year ended December 31, 2008
Allowance for doubtful accounts	$	14.8	$	2.1	(A)	$	11.5	$	—	$	(11.3	)(B)	$	17.1
Valuation allowance—deferred tax assets		1.0		(0.8	) (C)		—		—		—			0.2

NOTES:

(A) Reserve of $2.1 million was established upon the consolidation of a joint venture, Ryerson China

(B) Bad debts written off during the year

(C) Reserve was adjusted $0.8 million as part of the Platinum Acquisition of Rhombus Merger Corporation with and into Ryerson

(D) Change in net deferred tax assets for which a valuation allowance was fully provided

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

None.

ITEM 9A. CONTROLS AND PROCEDURES.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by SEC Rule 15d-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2010.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of published financial statements in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation

and presentation. 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.

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Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2010. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on our assessment, we believe that as of December 31, 2010, our internal control over financial reporting was effective based on criteria set forth by COSO in Internal Control—Integrated Framework.

This report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuers that are not “large accelerated filers” nor “accelerated filers” under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal controls over financial reporting that has materially affected or is reasonably likely to materially affect the Company’s internal controls over financial reporting during the quarter ended December 31, 2010.

ITEM 9B. OTHER INFORMATION.

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Directors and Executive Officers

Officers are elected by the Board of Directors of Ryerson.

Set forth below are the executive officers and directors of Ryerson as of March 1, 2011, 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 or outside of Ryerson, are shown below.

Name	Age		Position
Eva M. Kalawski		55	Director
Mary Ann Sigler		56	Director
Jacob Kotzubei		42	Director
Michael C. Arnold		54	Chief Executive Officer and President
Matthias L. Heilmann		42	Chief Operating Officer
Terence R. Rogers		51	Chief Financial Officer

Biographies of Directors

Eva M. Kalawski has been a director since October 2007. Ms. Kalawski joined Platinum in 1997, is a Partner and serves as the firm’s General Counsel and Secretary. Ms. Kalawski serves or has served as an officer and/or director of many of Platinum’s portfolio companies. Ms. Kalawski’s expertise and experience managing the legal operations of many portfolio companies has led the Board of Directors to conclude she has the background and skills necessary to serve as a director of the Company. Prior to joining Platinum in 1997, Ms. Kalawski was Vice President of Human Resources, General Counsel and Secretary for Pilot Software, Inc. Ms. Kalawski earned a Bachelor’s Degree in Political Science and French from Mount Holyoke College and a Juris Doctor from Georgetown University Law Center.

Mary Ann Sigler has been a director since January 2010. Ms. Sigler is the Chief Financial Officer of Platinum. Ms. Sigler joined Platinum in 2004 and is responsible for overall accounting, tax, and financial reporting as well as managing strategic planning projects for the firm. Prior to joining Platinum, Ms. Sigler was with Ernst & Young LLP for 25 years where she was a partner. Ms. Sigler has a B.A. in Accounting from California State University Fullerton and a Masters in Business Taxation from the University of Southern California. Ms. Sigler’s experience in accounting and strategic planning matters has led the Board of Directors to conclude that she has the requisite qualifications to serve as a director of the Company and facilitate its continued growth.

Jacob Kotzubei has been a director since October 2007. Mr. Kotzubei joined Platinum in 2002 and is a Partner at the firm. Mr. Kotzubei serves as an officer and/or director of a number of Platinum’s portfolio companies. Prior to joining Platinum in 2002, Mr. Kotzubei worked for 4¹/2 years for Goldman Sachs’ Investment Banking Division in New York City. Previously, he was an attorney at Sullivan & Cromwell LLP in New York City, specializing in mergers and acquisitions. Mr. Kotzubei received a Bachelor’s degree from Wesleyan University and holds a Juris Doctor from Columbia University School of Law where he was elected a member of the Columbia Law Review. Mr. Kotzubei’s experience in executive management oversight, private equity, capital markets and transactional matters has led the Board of Directors to conclude that he has the varied expertise necessary to serve as a director of the Company.

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Biographies of Executive Officers

Michael C. Arnold has been Chief Executive Officer and President since January 2011. Prior to joining Ryerson, he served as executive vice president and president for The Timken Company (“Timken”) from 2007 to 2010 and president of Timken’s Bearings and Power Transmission Group from 2007 to 2010. Timken is a global company that manufactures steel, bearings and related components. Mr. Arnold earned a Bachelor’s degree in Mechanical Engineering and an MBA in sales and marketing from the University of Akron.

Matthias L. Heilmann has been Chief Operating Officer since January 2009. Mr. Heilmann was a Vice President and Operating Executive at Platinum since joining in 2005. He was a partner at Roland Berger Strategy Consultants from 2003 to 2005. From 2000 to 2003 he was Vice President Sales and Business Development at SAP and from 1996 to 2000 he was a partner at A.T. Kearney. Mr. Heilmann received a BS in Economics, MBA and Doctorate degrees in Corporate Finance and Management Accounting from University of St. Gall, Switzerland.

Terence R. Rogers has been Chief Financial Officer since October 2007. He was Vice President—Finance of Ryerson from September 2001 to October 2007 and Treasurer of Ryerson from February 1999 to October 2007. Mr. Rogers earned a B.S. in Accounting from Illinois State University and an MBA in Finance from the University of Michigan.

Section 16(a) Beneficial Owner Reporting Compliance

The Company does not have any class of equity securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.

Code of Ethics

Our Board of Directors has adopted a Code of Ethics that contains the ethical principles by which our chief executive officer, chief financial officer and general counsel, among others, are expected to conduct themselves when carrying out their duties and responsibilities. A copy of our Code of Ethics may be found on our website at www.ryerson.com. Our website is not incorporated by reference into this Annual Report. We will provide a copy of our Code of Ethics to any person, without charge, upon request, by writing to the Compliance Officer, Ryerson Inc., 2621 West 15th Place, Chicago, Illinois 60608 (telephone number (773) 762-2121). We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of our Code of Ethics by posting such information on our website at www.ryerson.com or by filing a Form 8-K with the SEC.

Director Independence

At this time, we are not subject to the independence requirements of any applicable listing standards. Accordingly, we have not assessed the independence of our Board of Directors. None of our directors are independent, however, for audit committee purposes.

Compensation Committee Interlocks and Insider Participation

We do not currently have a designated compensation committee. None of our executive officers has served as a member of the board of directors or compensation committee of any entity that has an executive officer serving as a member of our Board of Directors.

Audit Committee

In March 2009, we formed an audit committee of the Board of Directors consisting of Ms. Sigler and Mr. Kotzubei. Prior to this time, our Board of Directors acted as a group to perform the functions of an audit committee. Our Board of Directors has determined that Ms. Sigler and Mr. Kotzubei have accounting or related financial management expertise and qualify as “audit committee financial experts” as defined in the rules and regulations promulgated under the Exchange Act (additional information regarding relevant experience is presented above in Biographies of Directors.) Our Audit Committee (i) monitors the integrity of our financial statements, our compliance with legal and regulatory requirements, our independent registered public accounting firm’s qualifications and independence, and the performance of our internal audit function and independent registered public accounting firm, (ii) assumes direct responsibility for the appointment, compensation, retention and oversight of the work of any independent registered public accounting firm engaged for the purpose of performing any audit, review or attest services and for dealing directly with any such accounting firm, (iii) provides a medium for consideration of matters relating to any audit issues and (iv) will prepare the audit committee report that the rules require be included in our filings with the SEC.

Audit Committee Report

Management is responsible for the preparation, presentation and integrity of Ryerson’s consolidated financial statements and the reporting process including Ryerson’s internal controls over financial reporting and their effectiveness. The independent registered public accounting firm of Ernst and Young, LLP (E&Y) is responsible for performing an independent audit of Ryerson’s consolidated

71

financial statements. The Audit Committee’s responsibility is to monitor and oversee these activities and processes. In this context, the Audit Committee reports as follows:

1. The Audit Committee has reviewed and discussed with management Ryerson’s consolidated financial statements for the year ended December 31, 2010 and management has represented that the consolidated financial statements were prepared in accordance with generally accepted accounting principles;

2. The Audit Committee also met privately with E&Y, and discussed issues deemed significant by E&Y including the matters required to be discussed by Statement on Auditing Standards No. 61 (Communications with Audit Committees);

3. The Audit Committee received the written disclosures and the letter from E&Y required by applicable requirements of Public Company Accounting Oversight Board regarding E&Y’s communications with the audit committee concerning independence, and has discussed with E&Y its independence from Ryerson and its management; and

Based on the reviews and discussions referred above, the Audit Committee has recommended that the audited financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 for filing with the Securities and Exchange Commission.

Respectfully submitted by the Audit Committee:

Mary Ann Sigler, Chair

Jacob Kotzubei

ITEM 11. EXECUTIVE COMPENSATION.

Compensation Discussion and Analysis

Compensation Overview and Objectives

As a private company, our compensation decisions with respect to our named executive officers have historically been based on the goal of achieving performance at levels necessary to provide meaningful returns to our primary stockholder upon an ultimate liquidity event. To this end, our compensation decisions in 2010 were primarily based on the goal of recruiting, retaining, and motivating individuals who can help us meet and exceed our financial and operational goals.

Determination of Compensation

Our Board of Directors, in consultation with the primary stockholder of our parent, Ryerson Holding Corporation, was principally responsible for establishing and making decisions with respect to our compensation and benefit plans generally in 2010, including all compensation decisions relating to our named executive officers. The following individuals served as our named executive officers in 2010: (i) Stephen E. Makarewicz, our former President and Chief Executive Officer, who retired as of the close of business on December 31, 2010, (ii) Matthias Heilmann, our Chief Operating Officer, and (iii) Terence R. Rogers, our Chief Financial Officer.

In determining the levels and mix of compensation, our Board of Directors has not generally relied on formulaic guidelines but rather sought to maintain a flexible compensation program that allowed it to adapt components and levels of compensation to motivate and reward individual executives within the context of our desire to maximize stockholder value. Subjective factors considered in compensation determinations included an executive’s skills and capabilities, contributions as a member of the executive management team, contributions to our overall performance, and whether the total compensation potential and structure was sufficient to ensure the retention of an executive when considering the compensation potential that may be available elsewhere. In making its determination, our Board of Directors has not undertaken any formal benchmarking or reviewed any formal surveys of compensation for our competitors. Our Board of Directors consulted with each of our named executive officers during the first few months of 2010 for recommendations regarding annual bonus targets and other compensation matters (including their own) and for financial analysis concerning the impact of various benefits and compensations structures. Our Board of Directors had no formal, regularly scheduled meetings to set compensation policy and instead met as circumstances required from time to time.

Our Board of Directors considered the economy and its impact on our business as the biggest factor impacting compensation decisions during 2010. Our Board of Directors weighed the conflicting goals of providing an attractive and competitive compensation package against making appropriate adjustments to our cost structure in recognition of the slow recovery of the economy. Our Board of Directors considered the impact on employee morale and potential loss of key employees versus the need to cut costs. Our Board of Directors believes that its compensation decisions in 2010 accomplished both goals.

Components of Compensation for 2010

The compensation provided to our named executive officers in 2010 consisted of the same elements generally available to our non-executive employees, including base salary, bonuses, perquisites and retirement and other benefits, each of which is described in more detail below. Additionally, our named executive officers participated in a long-term incentive program, also described in more detail below.

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Base Salary

The base salary payable to each named executive officer was intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role, and responsibilities, as well as recruit well-qualified executives. In determining base salary for any particular year, our Board of Directors generally considered, among other factors, competitive market practice, individual performance for the prior year, the mix of fixed compensation to overall compensation, and any minimum guarantees afforded to the named executive officer pursuant to any agreement. In February of 2009, all salaries were frozen unless adjustments were merited due to promotion or special circumstances. None of the named executive officers received salary increases during 2009. Our Board of Directors considered the worsening economy, overall business performance, and the desire to cut costs and, in May of 2009, reduced salaries. The salaries of Messrs. Makarewicz, Heilmann, and Rogers were reduced by 15% and remained at that reduced level through the end of 2009. Effective January 1, 2010, our Board of Directors restored their base salaries based on several factors, including improving business performance and the desire to minimize the negative impact of the salary reduction on employee morale. Effective May 3, 2010, Mr. Heilmann and Mr. Rogers each received a 5% increase in annual base salary in recognition of their superior performance during a difficult 2009 economic climate.

Annual Bonus

The Company maintains the Ryerson Annual Incentive Plan (the “AIP”), pursuant to which our key managers (including our named executive officers) were eligible to receive a performance-based cash bonus tied to our achievement of specified financial performance targets in 2010. Each participant’s threshold and target performance measures, as well as each participant’s target award (expressed as a percentage of the participant’s base salary) were established by our Board of Directors. No cash AIP bonuses were payable unless we achieved the threshold set for the performance period. Our Board of Directors generally viewed the use of cash AIP bonuses as an effective means to compensate our named executive officers for achieving our annual financial goals and to provide meaningful returns to our primary stockholder upon a future liquidity event. The target AIP bonuses for Messrs. Makarewicz, Heilmann and Rogers were 100%, 100% and 75% of their respective base salaries for 2010. For 2010, our Board of Directors set the performance targets on March 29, 2010 and these targets were communicated to the named executive officers shortly thereafter. The target AIP bonus levels were set to reflect the relative responsibility for our performance and to appropriately allocate the total cash opportunity between base salary and incentive based compensation. For 2010, annual AIP targets were split into two six month incentive periods (January 1 through June 30 and July 1 through December 31). Performance against targets was evaluated separately for each six month period, and AIP earnings calculations for each period were not affected by performance in the other period.

For 2010, our Board of Directors determined that “economic value added” (“EVA”) should be used as the performance measure for determining the cash AIP bonus payable to our named executive officers. EVA is the amount by which (i) our 2010 earnings before interest, tax, depreciation, amortization, and reorganization expenses plus adjustments established by the Board, if any, exceeded (ii) a carrying cost of capital applied to certain of our assets. Our Board of Directors chose EVA as the appropriate performance measure to motivate our key executives, including the named executive officers, to maximize earnings by more effectively utilizing and managing our assets. For the first half of 2010, threshold EVA was set at approximately $(26.5) million, target EVA was set at approximately $(2.7) million and maximum EVA was $17.5 million. For this first half of 2010, the actual EVA reached the minimum threshold (80% achievement of EVA targets), and cash bonuses were paid to each of our named executive officers for the first half of 2010. For the second half of 2010, the threshold EVA was set at approximately $(22.5) million, target EVA was set at approximately $5.6 million, and maximum EVA was $36.1 million. Actual EVA did not reach the minimum required threshold and, therefore, no cash bonuses for the second half of 2010 were paid to our named executive officers. 2010 bonus amounts are set forth below in the Summary Compensation Table.

Long Term Incentive Bonus

In February of 2009, Ryerson Holding adopted the Rhombus Holding Corporation 2009 Participation Plan (the “Participation Plan”), designed to provide incentive to key employees, including our named executive officers, to maximize our performance and to provide maximum returns to our stockholders. Under the Participation Plan, participants are granted performance units, the value of which appreciate when and as the value of Ryerson Holding Corporation increases from and after the date of grant, and it is this appreciation in value which is the basis upon which incentive compensation may become payable upon the occurrence of certain qualifying events, which are described below. The Compensation Committee for the Participation Plan determines who is eligible to receive an award, the size and timing of the award, and the value of the award at the time of grant. The maximum number of performance units that may be awarded under the Participation Plan is 87,500,000. The performance units generally mature over a 44-month period of time which the Compensation Committee believes acts as an incentive for participants to remain in our employ and to strive to create value throughout the investment cycle. Subject to certain thresholds, payment on the performance units is contingent upon the occurrence of either (i) a sale of some or all of Ryerson Holding Corporation’s common stock by its stockholders, or (ii) Ryerson Holding Corporation’s payment of a cash dividend. The Participation Plan will expire February 15, 2014 and all performance units will terminate upon the expiration of the Participation Plan. Performance units are generally forfeited upon a participant’s termination of employment. No performance units were granted in 2010.

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Retirement Benefits

We currently sponsor both a qualified defined benefit pension plan and a nonqualified supplemental pension plan, both of which were frozen as of December 31, 1997. These plans are described in further detail below under the caption “Narrative Disclosure of the Pension Benefits Table.”

Our tax-qualified employee savings and retirement plan (“401(k) Plan”) covers certain full- and part-time employees, including our named executive officers. Under the 401(k) Plan, employees may elect to reduce their current compensation up to the statutorily prescribed annual limit and have the amount of such reduction contributed to the 401(k) Plan. We generally match contributions up to 4% of base salaries made by our employees and, from time to time, make other contributions, up to certain pre-established limits. Our Board of Directors believes that the 401(k) Plan provides an important and highly valued means for employees to save for retirement. Our Board of Directors reviewed the basic 4% match in 2010 and concluded that it was competitive as compared to other employers. We matched 4% of the named executive officers’ contributed base salary until our match was suspended as of February 6, 2009. Effective January 22, 2010, we resumed matching up to 4% of employee contributions, including those of our named executive officers, to the 401(k) Plan. All of our named executive officers participated in the 401(k) Plan on the same basis as our other employees in 2010, except that the rules governing qualified plans with regard to highly compensated employees may limit our named executive officers from achieving the maximum amount of contributions under the 401(k) Plan.

We also maintain a nonqualified savings plan, which is an unfunded, nonqualified plan that allows highly compensated employees who make the maximum annual 401(k) contributions allowed by applicable law to the 401(k) Plan to make additional deferrals in excess of the statutory limits. We match up to 4% of all contributed base salary of the participants. Our Board of Directors believes that our nonqualified savings plan provides an enhanced opportunity for our eligible employees, including our named executive officers, to plan for and meet their retirement savings needs. Messrs. Makarewicz, Heilmann, and Rogers participate in this plan on the same terms as other eligible employees.

Perquisites and Other Benefits

We provide Mr. Makarewicz with financial planning and tax preparation services.

Mr. Heilmann’s offer letter provides for 12 months housing and payments pursuant to the relocation policy which provides for payment of or reimbursement for certain expenses such as moving expenses, buying or selling a home, and tax gross-up. The Board believed that Mr. Heilmann should not suffer any adverse financial impact due to his relocation from California to Illinois.

Employment/Severance, Non-compete, and Non-solicitation Agreements

Messrs. Makarewicz and Rogers have entered into employment/severance, non-compete, confidentiality, or similar arrangements with us which set the executive’s title, base salary, target cash AIP bonus, and other compensation elements, and impose a post-termination confidentiality, non-compete, and non-solicitation obligations that apply following the termination of an executive’s employment for any reason. Additionally, each employment agreement provides for severance upon a termination by us without cause or by the named executive officer for good reason.

The employment letter with Mr. Heilmann provides for base salary of $350,000 and a target AIP bonus of 100% of base salary. Additionally, the letter provides that we will provide Mr. Heilmann with temporary housing and relocation expenses in connection with his move from California to Chicago. In the event Mr. Heilmann’s employment is terminated by us for reasons other than cause, he is entitled to receive an enhanced 52 weeks of severance pay based on his weekly base pay rate and to receive medical and dental benefits pursuant to our Severance Plan. Mr. Heilmann is subject to invention assignment provisions and confidentiality provisions which run for a 3 year period following any termination of employment, as well as post-termination non-compete and non-solicitation covenants which run for a 12 month period following any termination.

Our Board of Directors believes that employment agreements with our named executive officers are valuable tools to both enhance our efforts to retain these executives and to protect our competitive and confidential information. The estimates of the value of the benefits potentially payable under these agreements upon a termination of employment, are set out below under the captions “Potential Payments Upon Termination or Change in Control.”

Changes in Compensation Components after 2010

On January 10, 2011, our Board of Directors elected Michael C. Arnold as our President and Chief Executive Officer. Mr. Arnold is entitled to an annual base salary of $750,000 per year and has a target annual bonus opportunity equal to 100% of his base salary, based on the achievement of targets established pursuant to its Annual Incentive Plan. Additionally, Mr. Arnold is eligible to receive an allocation of a number of performance units under the Amended and Restated Rhombus Holding Corporation 2009 Participation Plan that represents one percent (1%) of the management allocation. The Offer Letter also provides that we and Mr. Arnold will work together to structure an additional incentive compensation arrangement that will entitle Mr. Arnold to an after-tax economic return of between $2.8 and $3.2 million upon the occurrence of a liquidity event.

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In the event that Mr. Arnold’s employment is terminated by us without cause, he will, subject to his execution of a general release in favor of us and our affiliates, be entitled to continue to receive his base salary for the lesser of (i) fifty-two (52) weeks following such termination, and (ii) the date on which Mr. Arnold secures employment, either as an employee or independent contractor, with Platinum or any of its affiliates.

Effective January 1, 2011, the Board changed the manner and amount of Company contributions to our employees’ 401(k) accounts. We will continue to match contributions of up to 4% of base salary. We will match 50% of the contributions by employees of the 5^th and 6^th percent of base salaries. We have discontinued providing additional other contributions to our 401(k) plan that were Company funded.

Executive Compensation

The following table shows compensation of our principal executive officer, our principal financial officer, and one other executive officer.

2010 Summary Compensation Table

Name and Principal Position	Year		Salary ($)		Stock Awards ($) (2)		Non Equity Incentive Plan Compensation ($)		Change in Pension and Nonqualified Deferred Compensation Earnings ($) (3)		All other Compensation ($) (4)		Total ($)
Stephen E. Makarewicz— President and Chief Executive Officer		2010 2009 2008		447,724 404,750 399,854		0 0 0		315,001 0 465,000		100,429 94,067 63,958		102,995 30,613 41,493		966,149 529,430 970,305
Terence R. Rogers— Chief Financial Officer		2010 2009 2008		333,951 292,322 300,126		0 0 0		179,159 0 232,875		6,513 5,885 3,229		27,926 12,001 20,762		547,549 310,208 556,992
Matthias L. Heilmann— Chief Operating Officer (1)		2010 2009		359,649 287,964		0 0		257,250 0		0 0		93,956 499,659		710,855 787,623

(1) The Board elected Matthias L. Heilmann as our Chief Operating Officer on January 26, 2009.

(2) The amounts shown in the “Stock Awards” column represent the aggregate grant date fair value of performance units granted in the respective year.

(3) Shows the aggregate change in the actuarial present value of the named executive officer’s accumulated benefit under our qualified pension plan and supplemental pension plan, from December 31, 2009 (the pension plan measurement date used for financial statement reporting purposes with respect to our audited financial statements for 2009) to December 31, 2010 (the pension plan measurement date used for financial statement reporting purposes with respect to our audited financial statements for 2010). We do not pay above-market or preferential earnings on compensation deferred under our nonqualified defined contribution plan or the nonqualified savings plan.

(4) In 2010, we contributed to our qualified savings plan $14,046, $14,197 and $14,239 for Messrs. Makarewicz, Heilmann, and Rogers, respectively, and contributed $12,159, $3,293, and $13,687 to the non-qualified plan accounts for Messrs. Makarewicz, Heilmann, and Rogers, respectively. Also included in All Other Compensation is imputed income from personal use of a company-provided automobile lease, personal use of company-provided club memberships and company-provided financial services. Mr. Makarewicz’ other compensation also includes $54,816 for temporary housing and $17,431 as a tax-gross up. Mr. Heilmann’s other compensation also includes $48,000 in temporary housing, $23,515 in moving related expenses, and $16,161 as a tax-gross up.

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GRANTS OF PLAN-BASED AWARDS

				Estimated Possible Payouts Under Non-Equity Incentive Plan Awards
		Grant Date		Threshold ($)		Target ($)		Maximum ($)
Stephen E. Makarewicz	AIP		03/29/10		225,000		450,000		900,000
Terence R. Rogers	AIP		03/29/10		127,971		255,942		511,884
Mathias Heilmann	AIP		03/29/10		183,750		367,500		735,000

* AIP = Ryerson Annual Incentive Plan

Relating to Summary Compensation Table and

Grants of Plan-based Awards Table

Employment Agreements

We are currently a party to employment agreements with Messrs. Makarewicz and Rogers. The employment agreements set a minimum base salary and target bonus for each employee, but the compensation paid to our named executive officers exceeds the minimum amounts provided in the employment agreements. The employment agreements contain customary confidentiality and invention assignment provisions and also contain customary post-termination, non-compete and non-solicit covenants which generally run for a 24 month period following any termination. Messrs. Makarewicz and Rogers would be entitled to base salary and medical and dental coverage for a period of two years following termination provided that they do not violate the non-compete or confidentiality terms of their employment agreements. They would also be entitled to a payment equal to two times the average of the last three bonuses paid.

We are a party to an employment letter with Mr. Heilmann, which provides for base salary of $350,000 and a target AIP bonus of 100% of base salary. Additionally, the letter provides Mr. Heilmann with temporary housing and relocation expenses in connection with his move from California to Illinois. Mr. Heilmann is subject to invention assignment provisions and confidentiality provisions which run for a 3 year period following any termination of employment, as well as post-termination non-compete and non-solicitation covenants which run for a 12 month period following any termination.

Outstanding Equity Awards at Fiscal Year-End 2010

There were no outstanding equity awards at fiscal year-end 2010.

Pension Benefits

Name	Plan Name	Number of Years Credited Service (#)(1)		Present Value of Accumulated Benefit ($)(2)
Stephen E. Makarewicz	Pension Plan Supplemental Pension Plan		19.33 19.33		656,595 340,486
Terence R. Rogers	Pension Plan Supplemental Pension Plan		3.67 3.67		44,182 0
Matthias Heilmann	Pension Plan Supplemental Pension Plan		0 0		0 0

(1) Computed as of December 31, 2010, the same pension plan measurement date used for financial statement reporting purposes with respect to our audited financial statements for the last completed fiscal year.

(2) The actuarial present value of the named executive officer’s accumulated benefit under the relevant plan, assuming retirement at age 65 with at least 5 years of credited service, computed as of December 31, 2010, the same pension plan measurement date used for financial statement reporting purposes with respect to our audited financial statements for the last completed fiscal year. The valuation method and material assumptions applied in quantifying the present value of the current accrued benefits under each of the pension plan and the supplemental pension plan are: the discount rate used to value the present value of accumulated benefits is 5.80%.

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Narrative Disclosure of the Pension Benefits Table

We froze benefit and service accruals under both our qualified pension plan and our nonqualified supplemental pension plan, effective as of December 31, 1997 and most participants, including our named executive officers, no longer accrue any benefit under these plans.

Qualified Pension Plan

Full pension benefits are payable to eligible employees who, as of the date of separation from employment, are (i) age 65 or older with at least 5 years of vesting service, (ii) age 55 or older with at least 10 years of vesting service, or (iii) any age with at least 30 years of vesting service. Benefits may be reduced depending on age and service when an individual retires and/or chooses to have benefit payments begin. Benefits are reduced under (ii) above if voluntary retirement commences prior to the employee reaching age 62 with at least 15 years of vesting service. Benefits are not reduced if the age and service conditions under (i) or (iii) are met.

In general, benefits for salaried employees are based on two factors: (i) years of benefit service prior to the freeze date of the pension benefit, and (ii) average monthly earnings, based on the highest 36 months of earnings during the participant’s last ten years of service prior to the freeze date of the participant’s pension benefit.

Supplemental Pension Plan

The Internal Revenue Code imposes annual limits on contributions to and benefits payable from our qualified pension plan. Our nonqualified supplemental pension plan provides benefits to highly compensated employees (including our named executive officers in excess of the limits imposed by the Internal Revenue Code. The supplemental pension plan payments are normally paid on a monthly basis following retirement, along with the qualified plan monthly payments, however, the supplemental pension plan does allow payment of the benefits under the supplemental plan in a lump sum at retirement, in installments, or by purchase of an annuity if the plan participant is age 55 or older, has at least 5 years of service, and earned annual compensation exceeding $200,000. Mr. Heilmann does not participate in this plan.

Nonqualified Deferred Compensation

Name	Executive Contributions in Last Fiscal Year ($)		Registrant Contributions in Last Fiscal Year ($)		Aggregate Earnings in Last Fiscal Year ($)(1)		Aggregate Balance at Last Fiscal Year End ($)
Stephen E. Makarewicz		20,272		20,615		4,353		306,870
Terence R. Rogers		3,561		9,165		935		67,394
Matthias Heilmann		0		859		11		870

(1) All account balances are deferred to a cash account which is credited with interest at the rate paid by our 401(k) savings plan’s Managed Income Portfolio Fund II fund, which in 2010 ranged from 0.12% to 0.15%, compounded monthly. The amounts reported in this column consist of interest earned on such deferred cash accounts.

Narrative Disclosure of Nonqualified Deferred Compensation

The Internal Revenue Code imposes annual limits on employee contributions to our 401(k) Plan. Our nonqualified savings plan is an unfunded, nonqualified plan that allows highly compensated employees who make the maximum annual 401(k) contributions to defer, on a pre-tax basis, amounts in excess of the limits applicable to deferrals under our 401(k) Plan. Our nonqualified savings plan allows deferred amounts to be notionally invested in the Managed Income Portfolio Fund II (or any successor fund) that is available to the participants in our 401(k) Plan.

Generally, each of our named executive officers is eligible for, and participates in, our nonqualified savings plan. Our named executive officers will be entitled to the vested balance of their respective accounts when they retire or otherwise terminate employment. Participants are generally permitted to choose whether the benefits paid following their retirement will be paid in a lump sum or installments, with all amounts to be paid by the end of the calendar year in which the employee reaches age 75. For participants terminating employment for reasons other than retirement, the account balance is payable in a lump sum by no later than 60 days after the 1-year anniversary of the termination of employment.

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Potential Payments Upon Termination or Change in Control

Each of our named executive officers have entered into employment agreements, the material terms of which have been summarized above in the Narrative Disclosure Relating to the Summary Compensation Table. Upon certain terminations of employment, our named executive officers are entitled to payments of compensation and certain benefits. The table below reflects the amount of compensation and benefits payable to each named executive officer in the event of (i) termination for cause or without good reason (“voluntary termination”), (ii) termination other than for cause or with good reason (“involuntary termination”), (iii) termination by reason of an executive’s death or disability, or (iv) a change in control. The amounts shown assume that the applicable triggering event occurred on December 31, 2010, and therefore, are estimates of the amounts that would be paid to the named executive officers upon the occurrence of such triggering event.

Name	Reason for Termination	Cash Severance ($)			Continued Welfare Benefits ($)		Total ($)
Mr. Makarewicz	Voluntary		0			0		0
	Involuntary		1,477,614	(1)		773		1,478,387
	Death or Disability		0			0		0
	Change in Control		0			0		0
Mr. Rogers	Voluntary		0			0		0
	Involuntary		957,201	(1)		23,532		980,733
	Death or Disability		0			0		0
	Change in Control		0			0		0
Mr. Heilmann	Voluntary		0			0		0
	Involuntary		367,500	(2)		11,766		379,266
	Death or Disability		0			0		0
	Change in Control		0			0		0

(1) Consists of payment of two times the base salary and two times the average of the bonus earned for the three prior years.

(2) Consists of 52 weeks of severance pay based on Mr. Heilmann’s weekly base pay rate.

DIRECTOR COMPENSATION

We did not pay our current directors any compensation for serving on the Board during 2010.

COMPENSATION COMMITTEE REPORT

Our Board of Directors has reviewed and discussed the Compensation Discussion and Analysis. Based on this review and these discussions, our Board of Directors determined that the Compensation Discussion and Analysis be included in this Form 10-K.

Respectfully submitted by the Board of Directors:

Eva M. Kalawski

Mary Ann Sigler

Jacob Kotzubei

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

All of our issued and outstanding capital stock is held by Ryerson Holding. 99% of Ryerson Holding’s issued and outstanding 5,000,000 shares of common stock is beneficially owned by Platinum. We do not have any equity compensation plans under which our securities may be issued.

The following table sets forth certain information regarding the beneficial ownership of Ryerson Holding common stock as of March 1, 2011. None of our directors or executive officers beneficially owns any Ryerson common stock.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. Except as indicated in the footnotes to this table and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock listed as beneficially owned by them. As of March 1, 2011, there were nine registered holders of Ryerson Holding common stock.

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	Shares Beneficially Owned
Beneficial Owner	Number		Percent
Platinum (1)(2)		4,950,000		99	%

(1) Consists of (i) 711,236.84 shares of common stock held by Platinum Equity Capital Partners, L.P.; (ii) 132,868.42 shares of common stock held by Platinum Equity Capital Partners-PF, L.P.; (iii) 195,394.74 shares of common stock held by Platinum Equity Capital Partners-A, L.P.; (iv) 2,211,674 shares of common stock held by Platinum Equity Capital Partners II, L.P.; (v) 358,366 shares of common stock held by Platinum Equity Capital Partners-PF II, L.P.; (vi) 350,460 shares of common stock held by Platinum Equity Capital Partners-A II, L.P.; and (vii) 990,000 shares of common stock held by Platinum Rhombus Principals, LLC. Platinum is the beneficial owner of each of the Platinum entities listed above and Tom Gores is the Chairman and Chief Executive Officer of Platinum Equity, LLC, which, through its affiliates, manages Platinum. Mr. Gores may be deemed to share voting and investment power with respect to all shares of common stock of Ryerson Holding held beneficially by Platinum. Mr. Gores disclaims beneficial ownership of all shares of common stock of Ryerson Holding that are held by each of the Platinum entities listed above with respect to which Mr. Gores does not have a pecuniary interest therein. Eva M. Kalawski, Mary Ann Sigler, Jacob Kotzubei and Robert L. Archambault are directors of Ryerson Holding and each disclaims beneficial ownership of any shares of common stock of Ryerson Holding that they may be deemed to beneficially own because of their affiliation with Platinum, except to the extent of any pecuniary interest therein.

(2) Address is 360 North Crescent Drive, Beverly Hills, California 90210.

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

Services Agreement

We are party to a corporate advisory services agreement (the “Services Agreement”) with Platinum Equity Advisors, LLC (“Platinum Advisors”), an affiliate of Platinum Equity, LLC. Under the terms of the Services Agreement, Platinum Advisors provides to us certain general business, management, administrative and financial advice. In consideration of these and other services, we pay an annual advisory fee to Platinum Advisors of no greater than $5 million. The Services Agreement will continue in effect until terminated by Platinum Advisors. In addition to the fees paid to Platinum Advisors pursuant to the Services Agreement, we will pay Platinum’s out-of-pocket expenses incurred in connection with providing management services to us.

Participation Plan

In 2009, Ryerson Holding adopted the 2009 Participation Plan. The purpose of the Plan is to provide incentive compensation to key employees of the Company by granting performance units. The value of the performance units is related to the appreciation in the value of the Company from and after the date of grant and the performance units vest over a period specified in the applicable award agreement, which typically vest over 44 months. The Plan may be altered, amended or terminated by the Company at any time. All performance units will terminate upon termination of the plan or expiration on February 15, 2014. Participants in the Plan may be entitled to receive compensation for their vested units if certain performance-based “qualifying events” occur during the participant’s employment with the Company or during a short period following the participant’s death.

There are two “qualifying events” defined in the Plan: (1) A “qualifying sale event” in which there is a sale of some or all of the stock of Ryerson Holding then held by Ryerson Holding’s principal stockholders and (2) A “qualifying distribution” in which Ryerson Holding pays a cash dividend to its principal stockholders. Upon the occurrence of a Qualifying Event, participants with vested units may receive an amount equal to the difference between: (i) the value (as defined by the Plan) of the units on the date of the qualifying event, and (ii) the value of the units assigned on the date of grant. No amounts are due to participants until the total cash dividends and net proceeds from the sale of common stock to Ryerson Holding’s principal stockholder exceeds $875 million. Upon termination, with or without cause, units are forfeited, except in the case of death, as described in the Plan. As of December 31, 2010, 87,500,000 units have been authorized and granted, 21,875,000 units have been forfeited, and 49,218,750 units have vested and 16,406,250 units are nonvested as of the date hereof. The Company is accounting for this Plan in accordance with ASC 718. Since the occurrence of future “qualifying events” is not determinable or estimable, no liability or expense has been recognized to date. The fair value of the performance units are based upon cash dividends to and net proceeds from sales of common stock of Ryerson Holding by its principal stockholders through the end of each period that have occurred or are probable. The fair value of the performance units on their grant date in 2009 and at December 31, 2010 and 2009, which included cash dividends of $213.8 million paid on January 29, 2010 and $56.5 million paid in 2009, was zero.

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Policies and Procedures Regarding Transactions with Related Persons

Any transaction of the Company that is required to be reported under Item 404(a) of Regulation S-K is disclosed to the full board of directors and is reviewed and approved in accordance with applicable law. In addition, our indenture governing our notes contains provisions restricting our ability to enter into transactions with affiliates. Any such transaction must be made on terms no less favorable to us than it would be if we entered into a similar relationship with an unaffiliated third party. Other than the provisions in the indenture governing our notes, we do not have written policies and procedures evidencing the foregoing. The entire board is responsible for overseeing the application of these polices and procedures.

The information called for by this Item 13 with respect to director independence is set forth above under the caption “Item 10. Directors, Executive Officers and Corporate Governance—Director Independence.”

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Ernst & Young LLP has served as the independent registered public accounting firm for the Company since 2006. The Board of Directors has pre-approved all audit and non-audit services provided by Ernst & Young LLP. Ernst & Young LLP’s fees for the years ended December 31, 2010 and 2009 were as follows:

	For the year  ended December 31, 2010		For the year  ended December 31, 2009
Audit Fees (1)	$	2,712,000	$	2,877,400
Audit-Related Fees (2)		2,000		2,000
Tax Fees (3)		171,651		142,700
All Other Fees (4)		—		—
Total	$	2,885,651	$	3,022,100

⁽¹⁾ Audit Fees consisted of work performed for the audit of financial statements, quarterly financial statement reviews, and filings with the SEC.

⁽²⁾ Audit-Related Fees consisted of services that are traditionally performed by the independent auditor, including compliance-related matters, that are not specifically classified as audit fees.

⁽³⁾ Tax Fees consisted of all services performed by the independent auditor’s tax personnel, except those related to the audit of financial statements. Tax assistance with regard to the Company’s sale of its ownership percentage in Tata Ryerson India Limited; Tax assistant with respect to loans from Ryerson Canada to Ryerson as well as transfer pricing relative to service charges from Ryerson to Ryerson Canada; Tax assistance related to the Company’s additional investment in Ryerson China; Tax assistance with the Company’s response to Internal Revenue Service information document requests.

⁽⁴⁾ In 2010 and 2009, there were no fees billed by Ernst & Young LLP for services provided other than those described in the three preceding footnotes.

Pre-approval Policies

The Audit Committee must pre-approve any audit or any permissible non-audit services to be provided by the independent registered public accounting firm. The Audit Committee has established pre-approval policies and procedures. Permissible non-audit services are services allowed under SEC regulations. The Audit Committee may pre-approve certain specific categories of permissible non-audit services up to an annual budgeted dollar limit. If any permissible non-audit services do not fall within a pre-approved category or exceed the approved fees or budgeted amount, the services and the additional fees have to be pre-approved by the Audit Committee on a project-by-project basis. No required pre-approvals were waived or approved after the services commenced. Before approving the services described under “Tax Fees” above, the Audit Committee reviewed whether the independent registered public accounting firm could provide those services and maintain its independence. The Audit Committee approved 100% of the audit-related and tax fees for 2010 and 2009.

Other Policies

The Audit Committee has adopted policies to ensure the independence of the Company’s independent registered public accounting firm, including policies on employment of audit firm employees and audit partner rotation.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a) Financial Statements and Schedules

The following financial statements and schedules listed below are included in this Form 10-K.

Financial Statements (See Item 8)

Schedule II

All other schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedules.

(b) Exhibits

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.

81

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/ Terence R. Rogers
	Terence R. Rogers
	Chief Financial Officer (duly authorized signatory and principal financial officer of the registrant)

Date: March 15, 2011

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

Signature	Title	Date
/s/ Michael C. Arnold	Chief Executive Officer and President	March 15, 2011
Michael C. Arnold	(Principal Executive Officer)
/s/ Terence R. Rogers	Chief Financial Officer	March 15, 2011
Terence R. Rogers	(Principal Financial Officer)
/s/ Erich S. Schnaufer	Chief Accounting Officer	March 15, 2011
Erich S. Schnaufer	(Principal Accounting Officer)
/s/ Eva M. Kalawski	Director	March 15, 2011
Eva M. Kalawski
/s/ Mary Ann Sigler	Director	March 15, 2011
Mary Ann Sigler
/s/ Jacob Kotzubei	Director	March 15, 2011
Jacob Kotzubei

82

EXHIBIT INDEX

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated July 24, 2007, by and among Ryerson Holding Corporation (f/k/a Rhombus Holding Corporation), Rhombus Merger Corporation and Ryerson Inc.(a)
3.1	Restated Certificate of Incorporation of Ryerson Inc.(d)
3.2	Bylaws of Ryerson Inc., as amended.(d)
4.1	Indenture, dated as of October 19, 2007, by and among Rhombus Merger Corporation, the Subsidiary Guarantors and Wells Fargo, National Association, as the trustee.(b)
4.2	Form of Exchange Global 12% Senior Secured Note due 2015.(b)
4.3	Form of Exchange Global Floating Rate Senior Secured Note due 2014.(b)
4.4	Registration Rights Agreement, dated as of October 19, 2007, by and among Rhombus Merger Corporation, the Subsidiary Guarantors and Banc of America Securities LLC, as the initial purchaser.(b)
4.5	Security Agreement, dated as of October 19, 2007, by and among Rhombus Merger Corporation, the Subsidiary Guarantors and Wells Fargo Bank, National Association, as the collateral agent.(b)
4.6	Exchange Agent and Depositary Agreement, dated as of February 18, 2009, by and between Wells Fargo Bank, N.A., as exchange agent, and Ryerson Inc.(b)
4.7	Indenture, dated as of December 13, 2004, among Ryerson Inc., Ryerson Procurement Corporation and The Bank of New York Trust Company, N.A., as trustee.(b)
4.8	Form of 144A 8   1/4% Senior Note due 2011.(b)
4.9	Supplemental Indenture, dated May 30, 2008, by and among Ryerson Inc., the subsidiary guarantors thereto and Wells Fargo Bank, National Association, as trustee.(b)
4.10	Second Supplemental Indenture, dated as of July 31, 2008 among Ryerson Inc., the subsidiary guarantors thereto and Wells Fargo Bank, National Association, as trustee.(b)
10.1	Credit Agreement, dated as of October 19, 2007, by and among Rhombus Merger Corporation, Joseph T. Ryerson & Son, Inc., Banc of America Securities LLC, as sole lead arranger and book manager, Ryerson Canada, Inc., as Canadian borrower, Wachovia Capital Finance Corporation (Central), as co-documentation agents, Wells Fargo Foothill, LLC, General Electric Capital Corporation, as co-syndication agents, ABN AMRO Bank N.V., Bank of America, N.A. (acting through its Canada branch), as Canadian agent, Bank of America, N.A., as administrative agent, and the lenders named therein.(a)
10.2	Guarantee and Security Agreement, dated as of October 19, 2007, by and among Rhombus Merger Corporation, the pledgors and guarantors party thereto and Bank of America, N.A., as administrative agent.(b)
10.3	Intercreditor Agreement, dated as of October 19, 2007, by and among Bank of America, N.A., as ABL collateral agent and Wells Fargo Bank, National Association, as notes collateral agent.(b)
10.4	General Security Agreement, dated October 19, 2007, by and between Ryerson Canada, Inc. and Bank of America, N.A., as Canadian Agent.(a)
10.5	Employment Agreement, dated February 28, 2007, by and between Ryerson Inc. and Stephen E. Makarewicz.(a)
10.6	Employment Agreement, dated July 23, 2001, by and between Ryerson Tull, Inc. and Terence R. Rogers.(a)
10.7	Indemnification Agreement, dated July 24, 2007, by and between Ryerson Inc. and Terence R. Rogers.(a)
10.8	Indemnification Agreement, dated July 24, 2007, by and between Ryerson Inc. and Stephen E. Makarewicz.(a)
10.9	Ryerson Nonqualified Savings Plan.(b)
10.10	Offer Letter Agreement, dated January 8, 2008, between Ryerson Inc. and Matthias Heilmann.(b)
10.11	Rhombus Holding Corporation Amended and Restated 2009 Participation Plan.(c)
10.12	Ryerson Annual Incentive Plan (as amended through June 14, 2007).(c)
10.13	Offer Letter Agreement, dated November 9, 2010, by and between Ryerson Inc. and Michael C. Arnold *
10.14	Amendment No. 1, dated as of March 14, 2011, to the Credit Agreement, dated as of October 19, 2007, by and among Rhombus Merger Corporation, Joseph T. Ryerson & Son, Inc., Banc of America Securities LLC, as sole lead arranger and book manager, Ryerson Canada, Inc., as Canadian borrower, Wachovia Capital Finance Corporation (Central), as co-documentation agents, Wells Fargo Foothill, LLC, General Electric Capital Corporation, as co-syndication agents, ABN AMRO Bank N.V., Bank of America, N.A. (acting through its Canada branch), as Canadian agent, Bank of America, N.A., as administrative agent, and the lenders named therein. *
21.1	Subsidiaries of Ryerson Inc.(b)

83

Exhibit No.	Description
21.2	Audited 2010 annual subsidiary statement of Joseph T. Ryerson & Son, Inc.*
21.3	Audited 2010 annual subsidiary statement of Ryerson Canada, Inc.*
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 Michael C. Arnold, 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 Terence R. Rogers, 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.*

* Filed herewith.

(a) Incorporated by reference to Ryerson Inc.’s Form S-4 filed on July 3, 2008 (File No. 333-152102).

(b) Incorporated by reference to Ryerson Inc.’s Form S-4/A-2 filed on February 24, 2009 (File No. 333-152102).

(c) Incorporated by reference to Ryerson Holding Corporation’s Form S-1 filed on January 22, 2010 (File No. 333-164484).

(d) Incorporated by reference to Ryerson Inc.’s Form 10-K filed on March 31, 2010 (File No. 333-152102).

84

EX-10.13

Exhibit 10.13

November 3, 2010

Mr. Michael Arnold

[REDACTED]

Dear Mr. Arnold:

We are pleased to offer you the position of President and Chief Executive Officer of Ryerson Inc. (the “Company”). In such capacity, you shall be the chief executive officer of the worldwide operations of Ryerson. Below are the general terms and conditions of our offer. Your start date will be January 10, 2011. This offer is contingent upon successful completion of a background investigation, reference checks, verification of your eligibility to work in the United States and execution by you of the Company’s standard form of employee confidentiality and trade secret agreements. This offer will expire if not accepted by you on or before 11:59 p.m. on November 10, 2010.

COMPENSATION

Your base salary, on an annualized basis, will be $750,000, to be paid in accordance with the Company’s regular payroll process and procedures during your employment and will be subject to all applicable withholdings. Additionally, you will be eligible to participate in the Company’s Annual Incentive Bonus (“AIP”) program, commencing with plan year 2011. The AIP opportunity associated with this position is 100% of base salary for “on target” performance.

You will be eligible to participate in the Company’s Participation Plan (the “Plan”), subject to the terms and conditions of the Plan, with an allocation of performance units equal to 1 percentage point of the management allocation specifically available for the CEO role.

We agree to work with you to structure an additional incentive compensation arrangement, the intent of which would be to provide you, in the event of a Company liquidity event, with an after-tax economic return of between $2.8 million and $3.2 million.

VACATION

You will be entitled to six weeks of paid vacation annually.

BENEFITS

You and your qualified dependents will be eligible for coverage under our health insurance programs, which provide medical, dental and vision benefits under the terms of those plans. The premium for medical

Mr. Michael Arnold

November 3, 2010

Page 2

insurance benefits for you and your qualified dependents will be fully paid by the Company. In addition, the Company provides life insurance, accidental death and dismemberment insurance, short term and long-term disability benefits and travel accident insurance. You also will be able to enroll in the Company’s 401(k) plan.

AT WILL EMPLOYMENT

Your employment with the Company is at will, and either you or the Company may terminate your employment at any time with or without cause. We ask that you give us at least two weeks’ notice if you wish to terminate your employment.

SEVERANCE

In the event that the Company terminates your employment without cause, then the Company shall pay to you an amount equal to fifty-two (52) weeks of your then current base salary, which payment shall (a) be subject to and reduced by all necessary and appropriate withholdings and deductions, (b) be paid to you in periodic installments in accordance with the Company’s regular payroll schedule, and (c) be contingent upon your executing a mutually acceptable release of the Company and its affiliates.

Notwithstanding the foregoing, the Company’s obligation to make severance payments to you, if any, pursuant to this paragraph shall terminate in the event you secure employment, either as an employee or an independent contractor, with Platinum Equity, LLC or one of its affiliates.

EXISTING AGREEMENT VIOLATION

You warrant to the Company that your employment by the Company does not violate any existing agreement between you and any third party, nor will your employment with the Company constitute a violation of any confidentiality or nondisclosure agreement.

GENERAL

You agree that the provisions of this letter are severable; and, if any portion thereof shall be declared unenforceable, the same shall not affect the enforceability of all other provisions hereof. It is the intent of the parties to this letter that if any portion of this letter contains provisions which are held to be unreasonable, then in such event, a court shall fix the terms of such agreement or shall enforce the terms and provisions hereof to the extent deemed reasonable by the court.

This letter and the terms and conditions hereof are to be construed, governed and interpreted in accordance with the laws the State of Illinois, without giving effect to its conflict of law principles.

* * * * *

Mr. Michael Arnold

November 3, 2010

Page 3

Should you have any questions about this letter, please contact Rob Archambault at [REDACTED]. I look forward to the contribution you will make to the Company. Enclosed are two copies of this letter. Please sign both copies and return one to me.

Very truly yours,

/s/ Mary Ann Sigler

Mary Ann Sigler

Vice President

AGREED TO AND ACCEPTED:
By:	/s/ Michael Arnold
Date:	11/9/2010

EX-10.14

Exhibit 10.14

EXECUTION COPY

AMENDMENT NO. 1, dated as of March 14, 2011 (this “Amendment”), to the Credit Agreement dated as of October 19, 2007, among RYERSON INC., a Delaware corporation (the “Borrower”), Joseph T. Ryerson & Son, Inc., a Delaware corporation (“Ryerson & Son”), and Ryerson Canada, Inc., a Canadian corporation (“Ryerson Canada” and, together with Ryerson and Ryerson & Son, the “Borrowers”), the lending institutions parties hereto, BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”), Bank of America, N.A. (acting through its Canada branch), as Canadian agent, ABN Amro Bank N.V. and General Electric Capital Corporation, as co-syndication agents, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sole lead arranger and book manager, and Wells Fargo Capital Finance, LLC and Wells Fargo Foothill Canada ULC, as co-documentation agents (as amended, restated, modified and supplemented from time to time, the “Credit Agreement”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

WHEREAS, the Borrowers desire to amend the Credit Agreement and the U.S. Security Agreement on the terms set forth herein;

WHEREAS, Section 13.9.1 of the Credit Agreement provides that the Obligors and the Administrative Agent (with the consent of, and at the direction of, the Required Lenders (or in certain cases, the consent and direction of all Lenders)) may amend the Credit Agreement and the other Credit Documents, including the U.S. Security Agreement;

WHEREAS, effective as of the Amendment No. 1 Effective Date (as defined below) each Lender consenting (each a “Consenting Lender”) to the Amendment (which constitute all Lenders) has agreed to the amendment of the Credit Agreement as set forth in Exhibit A hereto.

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1. Amendment to Credit Agreement. The Credit Agreement is, effective as of the Amendment No. 1 Effective Date (as defined below), hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto.

Section 2. Amendment to U.S Guarantee and Security Agreement. The U.S. Security Agreement is, effective as of the Amendment No. 1 Effective Date, hereby amended by replacing the definition of “Secured Parties” with the following:

“Secured Parties” shall mean, collectively, (i) the Administrative Agent, (ii) the Collateral Agents, (iii) the Lenders, (iv) any Lender or any other Person who at the date of entering into any agreement governing Bank Products (other than any Hedging Agreement) was an Affiliate of the Administrative Agent or a Lender; provided that such Lender or Person has been

designated in writing by Borrower Agent to the Administrative Agent as a “Secured Party” within the meaning hereof with respect to such Bank Product Debt and (v) any Lender or any other Person who at the date of entering into any agreement governing Hedging Agreement was an Affiliate of the Administrative Agent or a Lender; provided further that the counterparties to each Hedging Agreements on Schedule 6 to the Credit Agreement shall be deemed to be “Secured Parties” within the meaning hereof.

Section 3. Representations and Warranties, No Default. The Borrowers hereby represent and warrant that as of the Amendment No. 1 Effective Date, after giving effect to the amendments set forth in this Amendment, (i) no Default or Event of Default exists and is continuing and (ii) all representations and warranties contained in the Credit Agreement are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date (provided that representations and warranties that are qualified by materiality are true and correct (after giving effect to any qualification therein) in all respects on and as of the date hereof).

Section 4. Effectiveness. Section 1 and Section 2 of this Amendment shall become effective on the date (such date, if any, the “Amendment No. 1 Effective Date”) that the following conditions have been satisfied:

(i) Consents. The Administrative Agent shall have received executed signature pages hereto from Lenders constituting each Lender and each Obligor.

(ii) Fees. The Borrowers shall pay (i) any amendment fees payable to each Consenting Lender, in each case on the Amendment No. 1 Effective Date and (ii) all expenses (including the reasonable fees, disbursements and other charges of Cahill Gordon & Reindel LLP and Ogilvy Renault LLP counsel for the Administrative Agent) for which invoices have been presented on or prior to the Amendment No. 1 Effective Date shall have been paid.

(iii) Fees. Merrill Lynch, Pierce, Fenner & Smith Incorporated shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Amendment No. 1 Effective Date. General Electric Capital Corporation and its affiliates and Wells Fargo Capital Finance, LLC shall have received all fees required to be paid, on or before the Amendment No. 1 Effective Date.

(iv) Credit Extension Conditions. The conditions to all credit extensions in Section 11.2 of the Credit Agreement shall be satisfied.

Section 5. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or any other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

-2-

Section 6. Applicable Law. THIS AMENDMENT HAS BEEN NEGOTIATED, EXECUTED AND DELIVERED AND SHALL BE DEEMED TO HAVE BEEN MADE IN NEW YORK, NEW YORK. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF).

Section 7. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

Section 8. Effect of Amendment. Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, any other Agent or the Borrowers, in each case under the Credit Agreement, the U.S. Security Agreement or any other Credit Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or the U.S. Security Agreement or any other provision of either such agreement or any other Credit Document. Each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement, the U.S. Security Agreement or any other Credit Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect and nothing herein can or may be construed as a novation thereof. Each Obligor reaffirms its obligations under the Credit Documents to which it is party and the validity, enforceability and perfection of the Liens granted by it pursuant to the Security Documents. This Amendment shall constitute a Credit Document for purposes of the Credit Agreement and from and after the Amendment No. 1 Effective Date, all references to the Credit Agreement in any Credit Document and all references in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as amended by this Amendment and all references to the U.S. Security Agreement in any Credit Document and all references in the U.S. Security Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the U.S. Security Agreement, shall, unless expressly provided otherwise, refer to the U.S. Security Agreement as amended by this Amendment. Each of the Obligors hereby consents to this Amendment and confirms that all obligations of such Obligor under the Credit Documents to which such Obligor is a party shall continue to apply to the Credit Agreement and the U.S. Security Agreement, each as amended hereby.

-3-

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

RYERSON INC.
By:	/s/ Mary Ann Sigler
	Name: Mary Ann Sigler
	Title:   Vice President
JOSEPH T. RYERSON & SON, INC.
By:	/s/ Mary Ann Sigler
	Name: Mary Ann Sigler
	Title:   Vice President
RYERSON CANADA, INC.
By:	/s/ Mary Ann Sigler
	Name: Mary Ann Sigler
	Title:   Vice President
EPE, LLC
By:	/s/ Mary Ann Sigler
	Name: Mary Ann Sigler
	Title:   Vice President
J.M. TULL METALS COMPANY, INC.
By:	/s/ Mary Ann Sigler
	Name: Mary Ann Sigler
	Title:   Vice President
RCJV HOLDINGS, INC.
By:	/s/ Mary Ann Sigler
	Name: Mary Ann Sigler
	Title:   Vice President

[Signature Page to Amendment]

RDM HOLDINGS, INC.
By:	/s/ Mary Ann Sigler
	Name: Mary Ann Sigler
	Title:   Vice President
RYERSON HOLDING CORPORATION
By:	/s/ Mary Ann Sigler
	Name: Mary Ann Sigler
	Title:   Vice President
RYERSON AMERICAS, INC.
By:	/s/ Mary Ann Sigler
	Name: Mary Ann Sigler
	Title:   Vice President
RYERSON INTERNATIONAL MATERIAL MANAGEMENT SERVICES, INC.
By:	/s/ Mary Ann Sigler
	Name: Mary Ann Sigler
	Title:   Vice President
RYERSON INTERNATIONAL TRADING, INC.
By:	/s/ Mary Ann Sigler
	Name: Mary Ann Sigler
	Title:   Vice President
RYERSON INTERNATIONAL, INC.
By:	/s/ Mary Ann Sigler
	Name: Mary Ann Sigler
	Title:   Vice President

[Signature Page to Amendment]

RYERSON PAN-PACIFIC LLC
By:	/s/ Mary Ann Sigler
	Name: Mary Ann Sigler
	Title:   Vice President
RYERSON PROCUREMENT CORPORATION
By:	/s/ Mary Ann Sigler
	Name: Mary Ann Sigler
	Title:   Vice President

[Signature Page to Amendment]

BANK OF AMERICA, N.A., as Administrative Agent and a U.S. Revolver Lender
By:	/s/ Stephen King
	Name: Stephen King
	Title:   SVP

[Signature Page to Amendment]

BANK OF AMERICA, N.A., (acting through its Canada branch) as Canadian Agent
By:	/s/ Medina Sales de Andrade
	Name: Medina Sales de Andrade
	Title:   Vice President

[Signature Page to Amendment]

BANK OF AMERICA, N.A., as Issuing Bank
By:	/s/ Stephen King
	Name: Stephen King
	Title:   SVP

[Signature Page to Amendment]

WELLS FARGO CAPITAL FINANCE LLC, as Syndication Agent and Collateral Agent
By:	/s/ Sanat S. Amladi
	Name: Sanat S. Amladi
	Title:   Senior Vice President

[Signature Page to Amendment]

The undersigned hereby consents to the Amendment:

GENERAL ELECTRIC CAPITAL CORPORATION, as Collateral Agent, Syndication Agent and as a Lender
By:	/s/ Michael R. Todorou
	Name: Michael R. Todorou
	Title:   Duly Authorized Signatory

[Signature Page to Amendment]

U.S. Bank National Association, as Issuing Bank
By:	/s/ Sandra J. Evans
	Name: Sandra J. Evans Title: Senior Vice President

[Signature Page to Amendment]

The undersigned hereby consents to the Amendment:
GE CANADA FINANCE HOLDING COMPANY, as a Lender
By:	/s/ Italo Fortino
	Name: Italo Fortino
	Title: Duly Authorized Signatory

[Signature Page to Amendment]

The undersigned hereby consents to the Amendment:
GE CAPITAL FINANCIAL INC., as a Lender
By:	/s/ Woodrow Broader, Jr.
	Name: Woodrow Broader, Jr.
	Title: Duly Authorized Signatory

[Signature Page to Amendment]

The undersigned hereby consents to the Amendment:
Bank of Montreal
By:	/s/ Sean Gallaway
	Name: Sean Gallaway
	Title: Vice President
By:
	Name: Michael Scolaro
	Title: Managing Director & Sector Head

[Signature Page to Amendment]

The undersigned hereby consents to the Amendment:
Bank of Montreal
By:
	Name: Sean Gallaway
	Title: Vice President
By:	/s/ Michael Scolaro
	Name: Michael Scolaro
	Title: Managing Director & Sector Head

[Signature Page to Amendment]

The undersigned hereby consents to the Amendment:
Harris N.A.
By:	/s/ Michael Scolaro
	Name: Michael Scolaro
	Title: Managing Director & Sector Head

[Signature Page to Amendment]

The undersigned hereby consents to the Amendment:

BANK OF AMERICA, N.A. (acting through its Canada branch),

By:	/s/ Medina Sales de Andrade
	Name: Medina Sales de Andrade
	Title: Vice President

[Signature Page to Amendment]

The undersigned hereby consents to the Amendment:
CIBC Asset-Based Lending Inc.
By:	/s/ Don Rogers
	Name: Don Rogers
	Title: Authorized Signatory
By:	/s/ Lisa Daley
	Name: Lisa Daley
	Title: Authorized Signatory

[Signature Page to Amendment]

The undersigned hereby consents to the Amendment:
CIBC INC.
By:	/s/ Michael Gewirtz
	Name: Michael Gewirtz
	Title: Executive Director
By:	/s/ Dominic J. Sorresso
	Name: Dominic J. Sorresso
	Title: Executive Director
CIBC World Markets Corp. Authorized Signatory

[Signature Page to Amendment]

The undersigned hereby consents to the Amendment:
Capital One Leverage Finance Corp.
By:	/s/ Michael Burns
	Name: Michael Burns
	Title: Senior Vice President

[Signature Page to Amendment]

The undersigned hereby consents to the Amendment:
Citibank N.A.
(Name of Institution)
By:	/s/ Brendan Mackay
	Name: Brendan Mackay
	Title: Director

[Signature Page to Amendment]

The undersigned hereby consents to the Amendment:
Citizens Bank
(Name of Institution)
By:	/s/ John A. Zimbo
	Name: John Zimbo
	Title: First Vice President

[Signature Page to Amendment]

The undersigned hereby consents to the Amendment:
JPMORGAN CHASE BANK, N.A.
By:	/s/ Ronald Reese
	Name: Ronald Reese
	Title: Vice President
JPMORGAN CHASE BANK, N.A., TORONTO BRANCH
By:
	Name:
	Title:

[Signature Page to Amendment]

The undersigned hereby consents to the Amendment:
JPMORGAN CHASE BANK, N.A.
By:
	Name:
	Title:
JPMORGAN CHASE BANK, N.A., TORONTO BRANCH
By:	/s/ John P. Freeman
	Name: John P. Freeman
	Title: Senior Vice President

[Signature Page to Amendment]

The undersigned hereby consents to the Amendment:
KeyBank National Association
By:	/s/ Timothy W. Kenealy
	Name: Timothy W. Kenealy
	Title: Vice President

[Signature Page to Amendment]

The undersigned hereby consents to the Amendment:
PNC BANK, NATIONAL ASSOCIATION
By:	/s/ Timothy Canon
	Name: Timothy Canon
	Title: Vice President

[Signature Page to Amendment]

The undersigned hereby consents to the Amendment:
RBS BUSINESS CAPITAL, a division of RBS ASSET FINANCE, INC., a subsidiary of RBS CITIZENS, N.A., as Lender
By:	/s/ David Slattery
	Name: David Slattery
	Title: Assistant Vice President

[Signature Page to Amendment]

The undersigned hereby consents to the Amendment:
REGIONS BANK
By:	/s/ Kevin R. Rogers
	Name: Kevin R. Rogers
	Title: Attorney-in-Fact

[Signature Page to Amendment]

The undersigned hereby consents to the Amendment:
THE BANK OF NOVA SCOTIA
By:	/s/ Karen Anillo
	Name: Karen Anillo
	Title: Director
By:
	Name:
	Title:

[Signature Page to Amendment]

The undersigned hereby consents to the Amendment:
SIEMENS FINANCIAL SERVICES, INC.
(Name of Institution)
By:	/s/ David Kantes
	Name: David Kantes
	Title: Senior Vice President and Chief Risk Officer
By:	/s/ Anthony Cascao
	Name: Anthony Cascao
	Title: SVP

[Signature Page to Amendment]

The undersigned hereby consents to the Amendment:
SunTrust Bank
By:	/s/ Jamie Hurley
	Name: Jamie Hurley
	Title: Director

[Signature Page to Amendment]

The undersigned hereby consents to the Amendment:
UBS LOAN FINANCE LLC
(Name of Institution)
By:	/s/ Mary E. Evans
	Name: Mary E. Evans
	Title: Associate Director
By:	/s/ Irja R. Otsa
	Name: Irja R. Otsa
	Title: Associate Director

[Signature Page to Amendment]

The undersigned hereby consents to the Amendment:
U.S. Bank National Association, Canada Branch, as a Canadian Lender
(Name of Institution)
By:	/s/ Joseph Rauhala
	Name: Joseph Rauhala
	Title: Principal Officer

[Signature Page to Amendment]

The undersigned hereby consents to the Amendment:
U.S. Bank National Association
(Name of Institution)
By:	/s/ Sandra J. Evans
	Name: Sandra J. Evans
	Title: Senior Vice President

[Signature Page to Amendment]

The undersigned hereby consents to the Amendment:
Union Bank, N.A.
By:	/s/ Nadia Mitevska
	Name: Nadia Mitevska
	Title: Vice President

[Signature Page to Amendment]

The undersigned hereby consents to the Amendment:
Union Bank, Canada Branch
By:	/s/ Anne Collins
	Name: Anne Collins
	Title: Manager

[Signature Page to Amendment]

The undersigned hereby consents to the Amendment:
Wells Fargo Capital Finance Corporation Canada
By:	/s/ Sanat S. Amladi
	Name: Sanat S. Amladi
	Title: Authorized Signer

[Signature Page to Amendment]

The undersigned hereby consents to the Amendment:
Wells Fargo Capital Finance, LLC
By:	/s/ Sanat S. Amladi
	Name: Sanat S. Amladi
	Title: Senior Vice President

[Signature Page to Amendment]

The undersigned hereby consents to the Amendment:
Wells Fargo Foothill Canada ULC
By:	/s/ Sanat S. Amladi
	Name: Sanat S. Amladi
	Title: Vice President

[Signature Page to Amendment]

The undersigned hereby consents to the Amendment:
HSBC Bank USA, N.A.
By:	/s/ Kysha A. Pierre-Louis
	Name: Kysha A. Pierre-Louis
	Title: Vice President

[Signature Page to Amendment]

Execution Version EXHIBIT A

AMENDED AND RESTATED CREDIT AGREEMENT

Dated: October 19, 2007

among

and as Amended and Restated by Amendment No. 1 on March 14, 2011

among

THE FINANCIAL INSTITUTIONS PARTY HERETO,

as Lenders,

and

BANK OF AMERICA, N.A., as Administrative Agent,

and

BANK OF AMERICA, N.A. (acting through its Canada branch), as Canadian Agent,

and

ABN AMRO Bank N.V.

andGeneral Electric Capital Corporation,

and

GENERAL ELECTRIC CAPITAL CORPORATION,

and

WELLS FARGO CAPITAL FINANCE, LLC

as Co-Syndication Agents,

and

Wells Fargo Foothill, LLC

and

Wachovia Capital Finance Corporation (Central),

and

U.S. BANK

as Co-Documentation AgentsAgent,

and

BANK OF AMERICA, N.A.,

and

RHOMBUS MERGERWELLS FARGO CAPITAL FINANCE, LLC

and

GENERAL ELECTRIC CAPITAL CORPORATION

(to be merged with and into ,

as Collateral Agents,

RYERSON INC.)

and

JOSEPH T. RYERSON & SON, INC.,

as U.S. Borrowers,

and

RYERSON CANADA, INC.,

as Canadian Borrower,

and

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

and

BANC OF AMERICA SECURITIES LLC,

as Sole Lead Arranger and Book Manager

GE CAPITAL MARKETS, INC.

and

WELLS FARGO CAPITAL FINANCE, LLC

as Joint Lead Arrangers and Joint Bookrunners for Amendment No. 1

TABLE OF CONTENTS

		Page
SECTION 1.	GENERAL DEFINITIONS		1
1.1.	Defined Terms		1
1.2.	Accounting Terms		4851
1.3.	Other Terms		4952
1.4.	Certain Matters of Construction		4952
1.5.	Currency Equivalents Generally		5053
SECTION 2.	THE COMMITMENTS AND CREDIT EXTENSIONS		5054
2.1.	The Loans		5054
2.2.	Borrowings, Conversions and Continuations of Loans		5155
2.3.	Letters of Credit		5457
2.4.	Swing Line Loans		6266
2.5.	Out-of-Formula Loans		6872
2.6.	Use of Proceeds		6872
2.7.	[Reserved]		6872
2.8.	Administrative Agent Advances		6872
2.9.	Increase in Commitments		6973
2.10.	Evidence of Debt		7074
SECTION 3.	INTEREST, FEES AND CHARGES		7074
3.1.	Interest		7074
3.2.	Fees		7175
3.3.	Reimbursement Obligations		7276
3.4.	Bank Charges		7378
3.5.	Illegality		7378
3.6.	Increased Costs; Capital Adequacy		7478
3.7.	Mitigation		7579
3.8.	Funding Losses		7580
3.9.	Maximum Interest		7580
3.10.	Computation of Interest and Fees		7681
3.11.	Replacement of Lenders		7681
SECTION 4.	LOAN ADMINISTRATION		7782
4.1.	Payments Generally; Administrative Agent’s Clawback		7782
4.2.	Defaulting Lender		7983
4.3.	Special Provisions Governing LIBOR Loans		7985
4.4.	Borrower Agent		7986
4.5.	U.S. Revolver Loans to Constitute One Obligation		8086
SECTION 5.	PAYMENTS		8086
5.1.	General Payment Provisions		8086
5.2.	Repayment of Loans		8087
5.3.	Termination or Reduction of Commitments		8390
5.4.	Payment of Other Obligations		8491
5.5.	Marshaling; Payments Set Aside		8591
5.6.	Post-Default Allocation of Payments and Collections		8592

i

		Page
5.7.	Application of Payments and Collateral Proceeds		8692
5.8.	Loan Accounts; the Register; Account Stated		8693
5.9.	Gross Up for Taxes		8793
5.10.	Foreign Lenders		8794
5.11.	Nature and Extent of Each Borrower’s Liability		8895
SECTION 6.	TERM AND TERMINATION OF COMMITMENTS		9097
6.1.	Term Date of Commitments		9097
6.2.	Termination		9097
SECTION 7.	[RESERVED]		9198
SECTION 8.	COLLATERAL ADMINISTRATION		9198
8.1.	General Provisions		9198
8.2.	Administration of Accounts		92100
8.3.	Administration of Inventory		94101
8.4.	Borrowing Base Certificates		95102
SECTION 9.	REPRESENTATIONS AND WARRANTIES		95103
9.1.	General Representations and Warranties		95103
9.2.	Reaffirmation of Representations and Warranties		103110
9.3.	Survival of Representations and Warranties		103110
SECTION 10.	COVENANTS AND CONTINUING AGREEMENTS		103111
10.1.	Affirmative Covenants		103111
10.2.	Negative Covenants		109116
10.3.	Financial Covenants		116124
SECTION 11.	CONDITIONS PRECEDENT		117125
11.1.	Conditions Precedent to Initial Credit Extensions		117125
11.2.	Conditions Precedent to All Credit Extensions		119127
11.3.	Inapplicability of Conditions		119127
11.4.	Limited Waiver of Conditions Precedent		120127
SECTION 12.	EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT		120128
12.1.	Events of Default		120128
12.2.	Acceleration of Obligations; Termination of Commitments		123131
12.3.	Other Remedies		123131
12.4.	Setoff		125133
12.5.	Remedies Cumulative; No Waiver		125133
SECTION 13.	AGENTS		126134
13.1.	Appointment, Authority and Duties of Agents		126134
13.2.	Agreements Regarding Collateral and Field Examination Reports		128137
13.3.	Reliance by Agent		129137
13.4.	Action upon Default		129138
13.5.	Ratable Sharing		129138
13.6.	Indemnification of Agent Indemnitees		130138
13.7.	Limitation on Responsibilities of Agent		130139
13.8.	Successor Agent and Co-Agents		131139

ii

		Page
13.9.	Consents, Amendments and Waivers; Out-of-Formula Loans		132140
13.10.	Due Diligence and Non-Reliance		133142
13.11.	Representations and Warranties of Lenders		134143
13.12.	The Required Lenders		134143
13.13.	Several Obligations		134143
13.14.	Administrative Agent in Its Individual Capacity		134143
13.15.	No Third Party Beneficiaries		135144
13.16.	Notice of Transfer		135144
13.17.	Replacement of Certain Lenders		135144
13.18.	Remittance of Payments and Collections		135144
13.19.	No Reliance on Agents’ Customer Identification Program		136145
13.20.	USA PATRIOT Act		136145
13.21.	Hedging Arrangements		136146
SECTION 14.	BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS		136146
14.1.	Successors and Assigns		136146
14.2.	Treatment of Certain Information; Confidentiality		140150
SECTION 15.	MISCELLANEOUS		141151
15.1.	Power of Attorney		141151
15.2.	General Indemnity		141152
15.3.	Survival of All Indemnities		141152
15.4.	[Reserved]		141152
15.5.	Severability		141152
15.6.	Cumulative Effect; Conflict of Terms		141153
15.7.	Execution in Counterparts		141153
15.8.	Consent		141153
15.9.	Notices		141153
15.10.	Performance of Borrowers’ Obligations		141154
15.11.	Credit Inquiries		141154
15.12.	Time of Essence		141154
15.13.	Indulgences Not Waivers		141154
15.14.	Entire Agreement; Exhibits and Schedules		141154
15.15.	Interpretation		141154
15.16.	Obligations of Lenders Several		141155
15.17.	Advertising and Publicity		141155
15.18.	Disclosure		141155
15.19.	Governing Law; Consent to Forum		141155
15.20.	Waivers by Borrowers		141156
15.21.	Waiver of Consumer Rights		141157
15.22.	Limitation of Liability		141157
15.23.	No Advisory or Fiduciary Responsibility		141157
15.24.	Judgment Currency		141158
15.25.	USA Patriot Act Notice		141158
15.26.	Effectiveness of the Acquisition		141158

iii

LIST OF EXHIBITS AND SCHEDULES

Exhibit A	Form of U.S. Revolver Note
Exhibit B	Form of Canadian Revolver Note
Exhibit C	[Reserved]
Exhibit D	Form of Notice of Borrowing
Exhibit E	Form of Compliance Certificate
Exhibit F	Opinion Letter Requirements
Exhibit G	Form of Assignment and Acceptance
Exhibit H	[Reserved]
Exhibit I	[Reserved]
Exhibit J	[Reserved]
Exhibit K	Form of Borrowing Base Certificate
Exhibit L	[Reserved]
Exhibit M-1	Form of U.S. Guarantee and Security Agreement
Exhibit M-2	Form of Canadian Guarantee and Security Agreement
Exhibit N	Form of Intercreditor Agreement
Schedule 1	Commitments
Schedule 2	Notice Addresses
Schedule 3	Consolidated EBITDA and Consolidated Fixed Charges
Schedule 4	Existing Letters of Credit
Schedule 5	Joint Ventures Constituting Permitted Affiliates
Schedule 6	Hedging Agreements
Schedule 8.1.1	Borrowers’ Business Locations
Schedule 8.1.2	Borrowers’ Insurance
Schedule 9.1.1	Jurisdictions in which Borrowers and each Subsidiary is Authorized to do Business
Schedule 9.1.4	Capital Structure of Borrowers
Schedule 9.1.5	Filing Offices
Schedule 9.1.12	Patents, Trademarks, Copyrights and Licenses
Schedule 9.1.15	Contracts Restricting Borrowers’ Right to Incur Debts
Schedule 9.1.16	Litigation
Schedule 9.1.18	Capitalized and Operating Leases
Schedule 9.1.22	Environmental Matters
Schedule 9.1.24	Bank Accounts
Schedule 9.1.27	Canadian Pension Plans
Schedule 9.1.28	Insurance Exceptions
Schedule 10.1.3	Certain Financial Statements
Schedule 10.1.11	Post Closing Matters
Schedule 10.2.3(viii)	Permitted Debt
Schedule 10.2.3(xiv)	Certain Letters of Credit
Schedule 10.2.4	Transactions with Affiliates
Schedule 10.2.5	Permitted Liens
Schedule 10.2.12	Investments

iv

AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made on October 19, 2007, by and among RHOMBUS MERGER CORPORATION, a Delaware corporation (“Merger Sub”) (to be merged with and into2007 (as amended and restated on March 14, 2011, this “Agreement”), by and among RYERSON INC., a Delaware corporation (individually “Ryerson” and, in its capacity as the representative of the other Borrowers pursuant to Section 4.4 hereof, “Borrower Agent”)), JOSEPH T. RYERSON & SON, INC., a Delaware corporation (“Ryerson & Son”), and RYERSON CANADA, INC., a Canadian corporation (“Ryerson Canada”); the various financial institutions listed on the signature pages hereof and their respective successors and permitted assigns which become “Lenders” as provided herein; BANK OF AMERICA, N.A., a national banking association, in its capacity as administrative agent for the Lenders pursuant to Section 13 hereof (together with its successors in such capacity, “Administrative Agent”), BANK OF AMERICA, N.A., a national banking association, acting through its Canada branch (together with its successors in such capacity, “Canadian Agent” and, collectively with Administrative Agent, the “Agents”), ABN AMRO BANK N.V. and GENERAL ELECTRIC CAPITAL CORPORATION and WELLS FARGO CAPITAL FINANCE, LLC, in their capacitycapacities as co-syndication agents for the Lenders pursuant to Section 13 hereof (together with their respective successors in such capacity, “Co-Syndication Agents”), and WELLS FARGO FOOTHILL, LLC and WACHOVIA CAPITAL FINANCE CORPORATION (CENTRAL), in theirU.S. BANK in its capacity as co-documentation agentsagent for the Lenders pursuant to Section 13 hereof (together with their respective successorsits successor in such capacity, “Co-Documentation Agent”) and BANK OF AMERICA, N.A., GENERAL ELECTRIC CAPITAL CORPORATION and WELLS FARGO CAPITAL FINANCE, LLC as co-collateral agents (the “Collateral Agents”).

W I T N E S S E T H:

WHEREAS, Ryerson, Ryerson & Son, Ryerson Canada, Rhombus HoldingMerger Corporation (“Parent”) and Merger Sub have entered into that certain Agreement and Plan of Merger dated as of July 24, 2007 (including the schedules of exhibits thereto, the “Merger Agreement”), pursuant to which Merger Sub will merge with and into Ryerson, with Ryerson being the surviving corporation after giving effect to such merger, and with Ryerson thereafter being a wholly-owned subsidiary of Parent (the “AcquisitionMerger Sub”), the lenders party thereto, the Administrative Agent and the Canadian Agent are parties to a Credit Agreement, dated as of October 19, 2007 (the “Original Credit Agreement”);

WHEREAS, immediately prior to or substantially concurrently with the consummation of the Acquisition, (a) Platinum will contribute cash to Parent in an aggregate amount of at least $500.0 million (the “Equity Contributions”), and Parent will contribute such amount to Merger Sub;each of the Lenders has consented to the amendment and restatement of the Original Credit Agreement on the terms set forth in the Amendment Agreement dated as of March 14, 2011 (the “Amendment”);

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby severally acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

SECTION 1. GENERAL DEFINITIONS

1.1. Defined Terms. Capitalized terms used in this Agreement shall have the following respective meanings (unless otherwise defined herein):

Account – shall have the meaning ascribed to “account” in the UCC (or, with respect to any Account of a Canadian Loan Party, the PPSA), and shall include any and all rights of an Obligor to payment for goods sold or leased or for services rendered that are not evidenced by an Instrument or Chattel Paper, whether or not they have been earned by performance.

Account Debtor – means a Person who is or becomes obligated under or on account of an Account.

Accounts Formula Amount – means, on any date of determination thereof, (a) with respect to any U.S. Borrower, an amount equal to 85% of the net amount of Eligible Accounts for such U.S. Borrower on such date and (b) with respect to Canadian Borrower, an amount equal to 85% of the net amount of Eligible Accounts for Canadian Borrower and any Canadian Subsidiary Guarantors on such date. As used herein, the phrase “net amount of Eligible Accounts” shall mean the value of such Eligible Accounts on any date less, without duplication, (x) at all times any and all returns, rebates, discounts (which may, at Administrative Agent’s option, be calculated on shortest terms), credits, allowances or Taxes (including sales, excise or other Taxes but excluding franchise and other Taxes imposed on, or measured by reference to, income) at any time issued, owing, claimed by Account Debtors, granted, outstanding or payable in connection with, or any interest accrued on the amount of, such Accounts at such date (calculated without duplication of (1) deductions taken pursuant to the exclusion of “Ineligible Accounts” as described in the definition of “Eligible Accounts” or (2) items included within the Dilution Reserve) and (y) at Administrative Agent’s discretion solely after the occurrence and during the continuation of a Cash Dominion Event, the aggregate amount of all cash received in respect of such Accounts (excluding, to the extent it can be traced as such, cash received and identifiable with respect to Ineligible Accounts) but not yet applied to reduce the amount of such Accounts.

Acquired Accounts Eligibility Requirement – means, with respect to any Accounts acquired in connection with a Business Acquisition, the requirement that (i) a collateral review of the acquired Accounts shall have been performed by Administrative Agent or its representatives (the fees and expenses associated with such review to be paid by Borrowers in accordance with Section 3.2.2)) and (ii) Administrative Agent shall have notified Borrower Agent that it is satisfied in its reasonable Credit Judgment with the scope and results of such collateral review; it being understood that each of Borrower Agent and Administrative Agent will use reasonable efforts to satisfy the Acquired Accounts Eligibility Requirement as promptly as reasonably practicable following consummation of the relevant Business Acquisition.

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 Administrative Agent or its representatives (the fees and expenses associated with such review to be paid by Borrowers in accordance with Section 3.2.2), (ii) Administrative Agent 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 Borrowers in accordance with Section 3.2.2), and (iii) Administrative Agent shall have notified the Borrower Agent that it is satisfied in its reasonable Credit Judgment with the scope and results of such collateral review and such appraisal; it being understood that each of Borrower Agent and Administrative Agent will use reasonable efforts to satisfy the Acquired Inventory Eligibility Requirement as promptly as reasonably practicable following consummation of the relevant Business Acquisition.

Acquisition – has the meaning set forth in the recitals to this Agreement.

Adjusted LIBOR Rate – means for any Interest Period with respect to a LIBOR Loan, the per annum rate of interest (rounded upward, if necessary, to the nearest 1/100th of 1%), determined by

2

Administrative Agent at approximately 11:00 a.m. (London time) two Business Days prior to commencement of such Interest Period, for a term comparable to such Interest Period, equal to (a) the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source designated by Administrative Agent); or (b) if BBA LIBOR is not available for any reason, the interest rate at which U.S. Dollar deposits in the approximate amount of the LIBOR Loan would be offered by Bank of America’s London branch to major banks in the London interbank Eurodollar market. If the Board of Governors imposes a Reserve Percentage with respect to LIBOR deposits, then the Adjusted LIBOR Rate shall be the foregoing rate, divided by 1 minus the Reserve Percentage.

Administrative Agent – means Bank of America in its capacity as administrative agent under any of the Credit Documents, or any successor administrative agent.

Administrative Agent’s Office – means Administrative Agent’s addresses (including the address of Canadian Agent) and, as appropriate, accounts as set forth on Schedule 2, or such other addresses or accounts as Administrative Agent may from time to time notify to the Borrowers and the Lenders.

Administrative Questionnaire – means an Administrative Questionnaire in a Form supplied by Administrative Agent.

Affiliate – means a Person: (i) which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, another Person; (ii) which beneficially owns or holds 10% or more of the Voting Securities of a Person; or (iii) 10% or more of the Voting Securities of which are beneficially owned or held by another Person or a Subsidiary of another Person. For purposes hereof, (i) “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of Voting Securities, by contract or otherwise, and (ii) for avoidance of doubt, Parent, its Subsidiaries and the Joint Ventures constitute Affiliates of each Borrower.

Affiliate Loan – means a loan or other extension of credit from a Borrower to a Permitted Affiliate (including the guarantee of any Debt of such Permitted Affiliate) at any time the Affiliate Loan Conditions are satisfied and that is for the sole purpose of working capital, capital expenditures or other general corporate purposes (other than acquisitions or Investments by such Permitted Affiliate) consistent with past practice of such Permitted Affiliate but not for the purpose of a loan, investment or distribution by such Permitted Affiliate to another Person.

Affiliate Loan Conditions – means the following conditions, the satisfaction of each of which is a condition to the authority of a Borrower to make an Affiliate Loan: (i) no Default or Event of Default shall exist or result therefrom and (ii) after giving effect to the Affiliate Loan and all other Affiliate Loans made during the most recently ended twelve-month period pursuant to Section 10.2.12(i), the aggregate principal amount of such Affiliate Loans made during such twelve-month period would not exceed $35,000,000.50,000,000.

Agent Advances - has the meaning set forth in Section 2.8.

Agent Indemnitees – means Administrative Agent in its capacity as collateral and administrative agent for the Lenders under the Credit Documents and all of Administrative Agent’s affiliates and current and future officers, directors and agents; Co-Collateral Agents in their capacity as collateral agents for the Lenders under the Credit Agreement and all of Collateral Agents’ respective affiliates and current and future officers, directors and agents; Syndication Agents in their capacity as

3

co-syndication agents for the Lenders under the Credit Documents and all of Co-Syndication Agents’ respective affiliates and current and future officers, directors and agents; Co-Documentation Agents for the Original Credit Agreement in their capacity as co-documentation agent for the Lenders under the Credit Documents and all of such Co-Documentation Agents’ respective affiliates and current and future officers, directors and agents; and the Documentation Agent for this Agreement in its capacity as documentation agent for the Lenders under the Credit Documents and all of such Documentation Agent’s respective affiliates and current and future officers and Canadian Agent in its capacity as Canadian Agent and all of Canadian Agent’s affiliates and current and future officers, directors and agents.

Agent Professionals – means attorneys, accountants, appraisers, business valuation experts, environmental engineers or consultants, turnaround consultants and other professionals or experts retained by each Agent, any Collateral Agent or BASMLPFSI.

Agents – has the meaning set forth in the preamble to the Agreement and “Agent” means any one of them.

Agreement – means this Agreement and all Exhibits and Schedules hereto as amended, restated, modified or supplemented from time to time in accordance with the terms hereof.

Amendment No. 1 – means Amendment No. 1 to the Original Credit Agreement.

Amendment No. 1 Effective Date has the meaning given in Amendment No. 1.

Applicable Law – means all laws, rules and regulations applicable to the Person, conduct, transaction, covenant, Credit Document or Material Contract in question, including all applicable common law and equitable principles; all provisions of all applicable state, provincial, territorial, federal and foreign constitutions, statutes, rules, regulations, ordinances and orders of Governmental Authorities; and all orders, judgments and decrees of all courts and arbitrators.

Applicable Margin – means a percentage equal to 0.50% with respect to U.S. Base Rate Loans, 1.50% with respect to U.S. LIBOR Loans, 0.50% with respect to Canadian Base Rate Loans, 0.50% with respect to Canadian Prime Rate Loans and 1.50% with respect to BA Rate Loans and Canadian LIBOR Loans; provided that, commencing April 1, 2008, the Applicable Marginmeans a percentage based upon the Average Availability for the immediately preceding Fiscal Quarter, and shall be increased or (if no Default or Event of Default exists) decreased on such date and the first calendar day of each subsequent Fiscal Quarter based upon the Average Availability for the immediately preceding Fiscal Quarter, as follows:

Level	Average Availability for the immediately preceding Fiscal Quarter	U.S. Base Rate Loans			U.S. LIBOR Loans			Canadian Base Rate Loans			BA Rate Loans and Canadian LIBOR Loans			Canadian Prime Rate Loans
I	Less than $100,000,000		1.001.50	%		2.002.50	%		1.001.50	%		2.002.50	%		1.001.50	%
II	If equal to or greater than $100,000,000 but less than $350,000,000		0.751.25	%		1.752.25	%		0.751.25	%		1.752.25	%		0.751.25	%

4

Level	Average Availability for the immediately preceding Fiscal Quarter	U.S. Base Rate Loans			U.S. LIBOR Loans			Canadian Base Rate Loans			BA Rate Loans and Canadian LIBOR Loans			Canadian Prime Rate Loans
III	If equal to or greater than $350,000,000 but less than $650,000,000		0.501.00	%		1.502.00	%		0.501.00	%		1.502.00	%		0.501.00	%
IV	If equal to or greater than $650,000,000		0.250.75	%		1.251.75	%		0.250.75	%		1.251.75	%		0.250.75	%

Average Availability shall be calculated by the Administrative Agent based on the Administrative Agent’s records. If the financial statements and the Borrowing Base Certificate of Borrowers are not received by Administrative Agent by the date required pursuant to Section 8.4 of this Agreement, the Applicable Margin shall be determined as if the Average Availability for the immediately preceding Fiscal Quarter is at Level I until such time as such financial statements and Borrowing Base Certificate are received and any Event of Default resulting from a failure to timely deliver such financial statements or Borrowing Base Certificate is waived in writing by the Required Lenders.

Applicable Percentage – means (a) in respect of the U.S. Revolver Commitment, with respect to any U.S. Revolver Lender at any time, the percentage (carried out to the ninth decimal place) of the aggregate U.S. Revolver Commitment represented by such U.S. Revolver Lender’s U.S. Revolver Commitment at such time, and (b) in respect of the Canadian Revolver Commitment, with respect to any Canadian Revolver Lender at any time, the percentage (carried out to the ninth decimal place) of the aggregate Canadian Revolver Commitment represented by that Lender’s Canadian Revolver Commitment at such time. If the commitment of each Lender to make Loans and the obligation of the Issuing Bank to make L/C Credit Extensions have been terminated pursuant to Section 12.2, or if the Commitments have otherwise expired, then the Applicable Percentage of each Lender in respect of the applicable Facility shall be determined based on the Applicable Percentage of that Lender in respect of such Facility most recently in effect prior to such termination or expiration, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender in respect of each Facility is set forth opposite the name of that Lender on Schedule 1 or in the Assignment and Acceptance pursuant to which that Lender becomes a party hereto, as applicable.

Applicable Test Period – means, as of the last day of each calendar month, the immediately preceding twelve calendar month period.

Applicable Unused Line Fee Margin – means 0.30% for the period from the Closing Date through April 1, 2008 andmeans with respect to each fiscal quarter thereafter (or such shorter period pursuant to Section 3.2.1), (a) 0.25a percentage equal to (i) 0.375% per annum, if the Average Revolver Balance during the immediately preceding three -month period is greater than 6640% of the average daily aggregate amount of the Commitments outstanding during such period, (bor (ii) 0.300.50% per annum, if the Average Revolver Balance during the immediately preceding three -month period is less than or equal to 66% and greater than 33% of the average daily aggregate amount of the Commitments outstanding during such period, or (c) 0.35%, if the Average Revolver Balance during the immediately preceding three month period is less than or equal to 3340% of the average daily aggregate amount of the Commitments outstanding during such period.

5

Approved Fund – means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate or branch of a Lender or (c) an entity or an Affiliate or branch of an entity that administers or manages a Lender and, in the case of an Approved Fund that becomes or is to become a Canadian Revolver Lender or a U.S. Revolver Lender, has the capability to fund revolving loans.

Assignee Group – means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

Assignment and Acceptance – means an assignment and acceptance entered into by a Lender and an Eligible Assignee and accepted by Administrative Agent, in the form of Exhibit G.

Authorized Employee – means (i) a Senior Officer or (ii) any other person designated as an Authorized Employee in writing to the Administrative Agent by a Senior Officer.

Availability – determined as of any date, means the sum of (i) U.S. Availability and, (ii) Canadian Availability. and (iii) solely for the purpose of calculating Availability under the definition of “Payment Conditions,” the amount (not to exceed $25,000,000 or the U.S. Dollar Equivalent thereof) equal to (x) cash on any date of determination held by any Canadian Loan Party and maintained in an account of a Canadian Lender, subject to a Control Agreement, which cash can be repatriated to the U.S. within one Business Day (y) multiplied by 0.80.

Availability Reserve – means on any date of determination thereof and with respect to the U.S. Borrowing Base or Canadian Borrowing Base, as the case may be, an amount equal to the sum of the following (without duplication): (i) the Inventory Reserves; (ii) all amounts of past due rent, fees or other charges owing at such time by U.S. Borrowers or Canadian Borrower and any Canadian Subsidiary Guarantors, as applicable, (a) to any landlord of any premises where any of the Collateral is located or (b) to any repairman, mechanic or other Person (other than a landlord, Outside Processor or Third-Party Warehouseman) who is in possession of any Collateral or has asserted any Lien or claim thereto; (iii) any amounts which U.S. Borrowers or Canadian Borrower and any Canadian Subsidiary Guarantors, as applicable, are obligated to pay pursuant to the provisions of any of the Credit Documents that Administrative Agent or any Lender elects to pay for the account of U.S. Borrowers or Canadian Borrower and any Canadian Subsidiary Guarantors, as applicable, in accordance with authority contained in any of the Credit Documents; (iv) the aggregate amount of reserves established by Administrative Agentthe Collateral Agents in itstheir reasonable Credit Judgment in respect of Bank Product Debt (other than Cash Management Services); (v) the aggregate amount of all liabilities and obligations that are secured by Liens upon any of the Collateral that are senior in priority to the applicable, Agent’s Liens if such Liens are not Permitted Liens (provided that the imposition of a reserve hereunder on account of such Liens shall not be deemed a waiver of the Event of Default that arises from the existence of such Liens); (vi) the Dilution Reserve; (vii) Canadian Priority Payables Reserve; (viii) at any time, the amount that Ryerson may become obligated to pay at such time pursuant to the indenture governing or otherwise in respect of the Ryerson Convertible Notes (excluding interest or other fees that have not yet accrued) and (ix) suchnotwithstanding anything in this “Availability Reserve” definition to the contrary, such other or additional reserves, in such amounts and with respect to such matters, as Administrative Agent in itsthe Collateral Agents in their reasonable Credit Judgment may elect to impose from time to time.

Average Availability – means on any date of determination, the amount of Availability during a stipulated consecutive Business Day period, calendar day period or Fiscal Quarter period divided by the number of Business Days or calendar days, as the case may be, in such period.

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Average Revolver Balance – means for any period, the amount obtained by adding the aggregate of the unpaid balance of Loans and L/C Obligations at the end of each day for the period in question and by dividing such sum by the number of days in such period.

BA Rate – means, for the Interest Period of each BA Rate Loan, the rate of interest per annum equal to the average annual rate applicable to Canadian Dollar bankers’ acceptances having an identical or comparable term as the proposed BA Rate Loan displayed and identified as such on the display referred to as the “CDOR Page” (or any display substituted therefor) of Reuters Monitor Money Rates Service as at approximately 10:00 a.m. Toronto time on such day (or, if such day is not a Business Day, as of 10:00 a.m. Toronto time on the immediately preceding Business Day), plus five (5) basis points; provided that if such rate does not appear on the CDOR Page at such time on such date, the rate for such date will be the annual discount rate (rounded upward to the nearest whole multiple of 1/100 of 1%) as of 10:00 a.m. Toronto time on such day at which a Canadian chartered bank listed on Schedule 1 of the Bank Act (Canada) as selected by Administrative Agent is then offering to purchase Canadian Dollar bankers’ acceptances accepted by it having such specified term (or a term as closely as possible comparable to such specified term), plus five (5) basis points.

BA Rate Loan – means any Canadian Revolver Loan denominated in Canadian Dollars bearing interest at a rate determined by reference to the BA Rate.

Bank Indemnitees – means Bank of America and all of its affiliates and current and future officers, directors and agents.

Bank of America – means Bank of America, N.A., a national banking association, and its successors and assigns.

Bank of America-Canada Branch – means Bank of America, N.A. (acting through its Canada branch).

Bank Product Debt – means Debt and other obligations of an Obligor relating to Bank Products.

Bank Products – means any of the following products, services or facilities extended to any Borrower or Subsidiary by Bank of America, any Lender or any other Person who at the date of entering into such products, services or facilities was an Affiliate (including Merrill Lynch Commodities, Inc.) or branch of Bank of America or a Lender, as applicable: (a) Cash Management Services; (b) products under Hedging Agreements; provided that the Hedging Agreements on Schedule 6 hereto shall be deemed to be “Bank Products” for purposes of this Agreement and the U.S. Security Documents; (c) commercial credit card and merchant card services; and (d) other banking products or services (including purchase cards and stored value cards) as may be requested by any Borrower or Subsidiary, other than Letters of Credit.

Bankruptcy Code – means title 11 of the United States Code.

BAS – means Banc of America Securities LLC, a Delaware limited liability company, and its successors and assigns.

BIA – means the Bankruptcy and Insolvency Act (Canada).

Board of Governors – means the Board of Governors of the Federal Reserve System.

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Borrower Agent – has the meaning set forth in the preamble to the Agreement.

Borrowers – means U.S. Borrowers and Canadian Borrower; each a “Borrower.”

Borrowing – means a borrowing consisting of Loans of one Type made on the same day by Lenders or a conversion of a Loan or Loans of one Type from Lenders on the same day.

Borrowing Base Certificate – means a certificate, in the form attached hereto as Exhibit K or in a form otherwise requested by Administrative Agent from time to time, by which Borrowers shall certify to Administrative Agent and Lenders, with such frequency as Administrative Agent may request, the amount of the U.S. Borrowing Base and the Canadian Borrowing Base, in each case, as of the date of the certificate and the calculation of such amount.

Business Acquisition – means (a) an Investment by a Borrower or any of its Subsidiaries in 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 Closing Date.

Business Day – means

(a) in respect of transactions not involving the Canadian Revolver, any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, Charlotte, North Carolina, Los Angeles, California, Chicago, Illinois or New York, New York;

(b) in respect of transactions involving the Canadian Revolver, any day that is both (x) described in clause (a) above and (y) upon which Canadian Agent’s head office in the province of Ontario is open for business; and

(c) in either event, in respect of transactions involving any LIBOR Loan, a day of the type described in clause (a) or clause (b), as the case may be, which is also a day on which dealings in U.S. Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

Canadian Availability – means on any date, the U.S. Dollar Equivalent Amount of the amount that Canadian Borrower is entitled to borrow as Canadian Revolver Loans on such date, such amount being the difference derived when the aggregate principal amount of Canadian Revolver Outstandings (including any amounts that Canadian Agent or Canadian Revolver Lenders may have paid for the account of Canadian Borrower and the Canadian Subsidiary Guarantors pursuant to any of the Credit Documents and that have not been reimbursed by Canadian Borrower and the Canadian Subsidiary Guarantors) is subtracted from the lesser of (x) the aggregate Canadian Revolver Commitment then in effect and (y) the Canadian Borrowing Base on such date. If the amount outstanding is equal to or greater than the lesser of (x) the aggregate Canadian Revolver Commitment then in effect and (y) the Canadian Borrowing Base on such date, Canadian Availability is zero.

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Canadian Base Rate – means , for any day, the rate of interest in effect for such day as publicly announced from time to time by Bank of America-Canada Branch as its “Base Rate” for loans in U.S. Dollars in Canada. The “Canadian Base Rate” is a rate set by Bank of America-Canada Branch based upon various factors including Bank of America-Canada Branch’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America-Canada Branch shall take effect at the opening of business on the day specified in the public announcement of such change.

Canadian Base Rate Loan – means any Canadian Revolver Loan denominated in U.S. Dollars bearing interest computed by reference to the Canadian Base Rate.

Canadian Benefit Plans – means all employee benefit plans, programs or arrangements of any nature or kind whatsoever that are not Canadian Pension Plans and are maintained or contributed to by, or to which there is or may be an obligation to contribute by, any Borrower or its Subsidiaries in respect of its employees or former employees in Canada.

Canadian Borrower – means Ryerson Canada.

Canadian Borrowing Base – means, on any date of determination thereof, an amount equal to (i) the sum of the Accounts Formula Amount attributable to Canadian Borrower plus the Inventory Formula Amount attributable to Canadian Borrower on such date minus (ii) the Availability Reserve to the extent attributable to Canadian Borrower in Administrative Agent’sthe Collateral Agents’ discretion on such date (provided that after the Closing Date, Administrative Agentthe Collateral Agents may adjust the apportionment of the Availability Reserve between the U.S. Revolver and the Canadian Revolver in its discretion).

Canadian Dollar or Cdn$ – means Canadian dollars, the lawful currency of Canada.

Canadian L/C Obligations – means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Canadian Letters of Credit plus the aggregate of all amounts owing by Canadian Borrower for any drawings under Canadian Letters of Credit, including all L/C Borrowings relating to Canadian Letters of Credit. For purposes of computing the amount available to be drawn under any outstanding Canadian Letter of Credit, the amount of such Canadian Letter of Credit shall be determined in accordance with Section 1.5. For all purposes of this Agreement, if on any date of determination a Canadian Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Canadian Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

Canadian L/C Sublimit – means an amount equal to $50,000,000. The Canadian L/C Sublimit is part of, and not in addition to, the Canadian Revolver.

Canadian Letter of Credit – means a Letter of Credit issued hereunder by the Issuing Bank for the account of Canadian Borrower.

Canadian LIBOR Loan – means a Canadian Revolver Loan denominated in U.S. Dollars, bearing interest computed by reference to the applicable Adjusted LIBOR Rate.

Canadian Loan Parties — means the Canadian Borrower and the Canadian Subsidiary Guarantors.

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Canadian Obligations – means all (a) principal of and premium, if any, on the Canadian Revolver Loans and Canadian Swingline Loans, (b) Canadian L/C Obligations and other obligations of Canadian Loan Parties with respect to Canadian Letters of Credit, (c) interest, expenses, fees and other sums payable by Canadian Loan Parties under Credit Documents in connection with the foregoing, (d) obligations of Canadian Loan Parties under any indemnity for Claims relating to the foregoing, (e) Extraordinary Expenses relating to the foregoing, (f) Bank Product Debt of the Canadian Borrower or and Canadian Subsidiary Guarantors and (g) other Debts, obligations and liabilities of any kind relating to the foregoing owing by Canadian Loan Parties pursuant to the Credit Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several.

Canadian Obligors – means the Canadian Loan Parties and the U.S. Obligors.

Canadian Out-of-Formula Condition – has the meaning set forth in Section 2.5.2 of this Agreement.

Canadian Out-of-Formula Loan – means a Canadian Revolver Loan made or existing when a Canadian Out-of-Formula Condition exists or the amount of any Canadian Revolver Loan which, when funded, results in a Canadian Out-of-Formula Condition.

Canadian Payment Account – means the Canadian Dollar account and the U.S. Dollar account maintained by Canadian Agent to which all monies from time to time deposited to a Dominion Account constituting proceeds of Collateral considered in calculating the Canadian Borrowing Base are forwarded.

Canadian Pension Plans – means each plan, program or arrangement which is required to be registered as a pension plan under any applicable pension benefits standards or tax statute or regulation in Canada (or any province or territory thereof) maintained or contributed to by, or to which there is or may be an obligation to contribute by, any Borrower or its Subsidiaries in respect of its Canadian employees or former employees.

Canadian Prime Rate – means, for any day, a fluctuating rate of interest per annum equal to the rate of interest in effect for such day as publicly announced from time to time by Bank of America-Canada Branch as its “Prime Rate.” The “Canadian Prime Rate” is a rate set by Bank of America-Canada Branch based upon various factors including Bank of America-Canada Branch’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America-Canada Branch shall take effect at the opening of business on the day specified in the public announcement of such change.

Canadian Prime Rate Loan – means any Canadian Revolver Loan denominated in Canadian Dollars bearing interest computed by reference to the Canadian Prime Rate.

Canadian Priority Payables – means, at any time, with respect to Canadian Borrower:

(a) the amount past due and owing by Canadian Borrower and any Canadian Subsidiary Guarantors, or the accrued amount for which each of Canadian Borrower and any Canadian Subsidiary Guarantors has an obligation to remit to a Governmental Authority or other Person pursuant to any applicable law, rule or regulation, in respect of (i) pension fund

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obligations; (ii) unemployment insurance; (iii) goods and services taxes, sales taxes, harmonized sales taxes, employee income taxes and other taxes payable or to be remitted or withheld; (iv) workers’ compensation; (v) wages, vacation pay, severance pay or amounts payable under the Wage Earner Protection Program Act (Canada); and (vi) other like charges and demands; in each case, in respect of which any Governmental Authority or other Person may claim a security interest, hypothec, prior claim, lien, trust or other claim ranking or capable of ranking in priority to or pari passu with one or more of the Liens granted in the Security Documents; and

(b) the aggregate amount of any other liabilities of Canadian Borrower and any Canadian Subsidiary Guarantors (i) in respect of which a trust (statutory or deemed) has been or may be imposed on any Collateral to provide for payment or (ii) which are secured by a security interest, hypothec, prior claim, pledge, lien, charge, right or claim on any Collateral, in each case, pursuant to any applicable law, rule or regulation and which trust, security interest, hypothec, prior claim, pledge, lien, charge, right or claim ranks or is capable of ranking in priority to or pari passu with one or more of the Liens granted in the Security Documents.

Canadian Priority Payables Reserve – means, on any date of determination for Canadian Borrower, a reserve established from time to time by Administrative Agent in its reasonable Credit Judgment in such amount as Administrative Agent may determine reflects the unpaid or unremitted Canadian Priority Payables by Canadian Borrower and any Canadian Subsidiary Guarantors, which would give rise to a Lien with priority under Applicable Law over the Lien of Agents for the benefit of the Secured Parties.

Canadian Resident – means a Person that is (i) resident in Canada for the purposes of the Income Tax Act (Canada), or (ii) an “authorized foreign bank” as defined in section 2 of the Bank Act (Canada) and in subsection 248(1) of the Income Tax Act (Canada), that is not subject to the restrictions and requirements referred to in subsection 524(2) of the Bank Act (Canada) and that will receive all amounts paid or credited to it under its Canadian Revolver Loans, and if not resident in Canada and is not deemed to be a resident of Canada for purposes of the Income Tax Act (Canada), such Person deals at arms’ length with Canadian Borrower and any Canadian Subsidiary Guarantors for purposes of the Income Tax Act (Canada), and (ii) not prohibited by Applicable Law, including the Bank Act (Canada) from having a Canadian Revolver Commitment, or making any Canadian Revolver Loans or having any Canadian LC Obligations and under the Credit Documents relating to Canadian Revolver Loans or Canadian L/C Obligations in respect of its “Canadian banking business” as defined in subsection 248(1) of the Income Tax Act (Canada) for the purposes of paragraph 212(13.3)(a) of the Income Tax Act (Canada).

Canadian Revolver – means, at any time, the aggregate amount of the Canadian Revolver Commitments at such time.

Canadian Revolver Borrowing – means a borrowing consisting of simultaneous Canadian Revolver Loans of the same Type and, in the case of Canadian LIBOR Loans and BA Rate Loans, having the same Interest Period made by each of the Canadian Revolver Lenders pursuant to Section 2.1.2.

Canadian Revolver Commitment – means, as to each Canadian Revolver Lender, its obligation to (a) make Canadian Revolver Loans to Canadian Borrower pursuant to Section 2.1.2, (b) purchase participations in Canadian L/C Obligations and (c) purchase participations in Canadian Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount in U.S. Dollars set forth opposite such Lender’s name on Schedule 1 under the caption “Canadian Revolver Commitment” or opposite such caption in the Assignment and Acceptance pursuant to which that Lender becomes a party hereto, as applicable, as such amount in U.S. Dollars may be adjusted from time to time in accordance with this Agreement. The aggregate Canadian Revolver Commitment on the ClosingAmendment No. 1 Effective Date is $150,000,000.135,000,000.

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Canadian Revolver Lender – means a branch or an Affiliate of a U.S. Revolver Lender which (i) also has a Canadian Revolver Commitment and (ii) unless an Event of Default has occurred and remains continuing, is a Canadian Resident.

Canadian Revolver Loan – has the meaning specified in Section 2.1.2 and shall include any Canadian Out-of-Formula Loan, unless the context otherwise requires.

Canadian Revolver Note – means a Canadian Revolver Note to be executed by Canadian Borrower in favor of each Canadian Revolver Lender in the form of Exhibit B attached hereto, which shall be in the face amount of such Canadian Revolver Lender’s Canadian Revolver Commitment and which shall evidence all Canadian Revolver Loans made by such Canadian Revolver Lender to Canadian Borrower pursuant to this Agreement.

Canadian Revolver Outstandings – means the aggregate Outstanding Amount of all Canadian Revolver Loans (including any Canadian Out-of-Formula Loans), Canadian L/C Obligations and Canadian Swing Line Loans.

Canadian Revolver Percentage – means with respect to any Canadian Revolver Lender at any time, such Canadian Revolver Lender’s Applicable Percentage in respect of the Canadian Revolver at such time.

Canadian Secured Parties – means Canadian Agent, Canadian Revolver Lenders, Issuing Bank, as the issuer of Canadian Letters of Credit, and any Canadian Revolver Lender or any of their branches or Affiliates as the obligee with respect to any Bank Product Debt.

Canadian Security Agreement – means the general security agreement and guarantee substantially in the form of Exhibit M-2 executed and delivered by each Canadian Loan Party and Canadian Agent on or before the Closing Date as amended, supplemented or otherwise modified in accordance with the terms hereof and thereof.

Canadian Security Documents – means the Canadian Security Agreement and each other security agreement, deed of hypothec, instrument or other document executed and delivered pursuant to this Agreement or any other Credit Document by Canadian Obligors in favor of Canadian Agent or Canadian Revolver Lenders to secure the Canadian Obligations or any guarantee thereof.

Canadian Subsidiary – shall mean any direct or indirect Subsidiary of the Parent which is incorporated or otherwise organized under the laws of Canada or any province or territory thereof.

Canadian Subsidiary Guarantor – means each Canadian Subsidiary (other than Canadian Borrower) and each Person that, at any time after the Closing Date became a Canadian Subsidiary and each Person that shall, at any time after the date hereof, become a Canadian Subsidiary; it being understood none of Canadian Borrower or any Canadian Subsidiary Guarantors shall guarantee any of the U.S. Obligations.

Canadian Swing Line – means the revolving credit facility made available by the Swing Line Lender to Canadian Borrower pursuant to Section 2.4.2.

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Canadian Swing Line Borrowing – means a borrowing of a Canadian Swing Line Loan pursuant to Section 2.4.2.

Canadian Swing Line Loan – has the meaning specified in Section 2.4.2.

Canadian Swing Line Sublimit – means an amount equal to the lesser of (a) $20,000,000 and (b) the aggregate Canadian Revolver Commitment. The Canadian Swing Line Sublimit is part of, and not in addition to, the Canadian Revolver.

Capital Expenditures – means expenditures made or liabilities incurred for the acquisition of any assets or improvements, replacements, substitutions or additions thereto which have a useful life of more than one (1) year, including the total principal portion of Capitalized Lease Obligations.

Capitalized Lease Obligation – means any obligations under a lease to the extent the same are required to be capitalized for financial reporting purposes in accordance with GAAP.

Cash Collateral – means cash or Cash Equivalents, and any interest earned thereon, that are deposited with Administrative Agent in accordance with this Agreement for the Pro Rata benefit of U.S. Revolver Lenders or Canadian Revolver Lenders as security for the U.S. Obligations or Canadian Obligations, as the case may be.

Cash Collateral Account – means a demand deposit, money market or other account established by Administrative Agent at such financial institution as Administrative Agent may select in its reasonable Credit Judgment, which account shall be in Administrative Agent’s name and subject to Administrative Agent’s Liens for the Pro Rata benefit of the applicable Lenders.

Cash Collateralize – means the delivery of cash to the applicable Agent, as security for the payment of Obligations, in an amount equal to (a) with respect to U.S. L/C Obligations and Canadian L/C Obligations, 105% of the aggregate U.S. L/C Obligations and Canadian L/C Obligations, and (b) with respect to any inchoate or contingent Obligations (including Obligations arising under Bank Products) arising from claims that have been asserted, Administrative Agent’s good faith estimate of the amount due or to become due, including all fees and other amounts relating to such Obligations. “Cash Collateralization” has a correlative meaning.

Cash Dominion Event – means the period commencing on the day that (x) an Event of Default occurs and ending on the first day after such Event of Default has been cured or (y) a Trigger Event occurs and in each case Administrative Agent or Canadian Agent, as the case may be, provides notice (including, without limitation, at the request of the Collateral Agents) of the occurrence of any such event to each bank at which a Dominion Account is maintained (with a copy to Borrower Agent) and ending on the first day after the commencement of such Cash Dominion Event that Availability has been greater than $150,000,000 on each day during the immediately preceding 45 consecutive days.

Cash Equivalents – means

(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 Canada or any province or territory thereof;

(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,

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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 Securities Exchange Act of 1934, as amended) 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 a Borrower) organized and in existence under the laws of the United States of America, Canada (or any province or territory thereof) 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, 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;

(f) overnight investments with banks rated “B” or better by Fitch, Inc.; and

(g) investments in money market funds investing substantially all their assets in investments permitted under clauses (a) through (f) above.

Cash Management Services – means any services provided from time to time by Bank of America, any Lender or any of their respective Affiliates or branches to any Borrower or Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services.

CCAA – means the Companies’ Creditors Arrangement Act (Canada), as amended or otherwise modified from time to time and any rule or regulation issued thereunder.

CERCLA – means the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., and its implementing regulations.

Change of Control – means the occurrence of one of the following events:

(a) at any time prior to the consummation of a Qualifying IPO, Platinum ceases to own, in the aggregate, directly or indirectly, beneficially and of record, at least 50% of the then outstanding Voting Securities of Parent;

(b) on or after the consummation of a Qualifying IPO, any “person,” or “group,” as such term is defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (other than an underwriter temporarily holding Voting Securities of Parent pursuant to

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an offering of such securities) (an “Acquiring Person”), is or becomes the “beneficial owner” (defined in Rules 13(d)-3 and 13(d)-5 of the Securities Act of 1933, as amended), directly or indirectly, of 30% or more of the outstanding Voting Securities of Parent; provided that the occurrence of any of the foregoing events in this clause (b) shall not constitute a “Change of Control” if (i) the percentage of Voting Securities held by such Acquiring Person is less than the percentage of the outstanding Voting Securities of Parent directly or indirectly, beneficially and of record, then beneficially owned by Platinum and Platinum has the right to appoint at least a majority of the board of directors of Parent or (ii) Platinum directly or indirectly, beneficially and of record, then beneficially owns at least 50% of the Voting Securities of Parent; or

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

Change in Law – the occurrence, after the date hereofClosing Date, of (a) the adoption or taking effect of any law, rule, regulation or treaty; (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority; or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority. Notwithstanding anything to the contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and all requests, rules, guidelines and directives promulgated thereunder, are deemed to have been introduced or adopted after the Amendment No. 1 Effective Date.

Chattel Paper – shall have the meaning given to “chattel paper” in the UCC or, with respect to any Chattel Paper of a Canadian Loan Party, the PPSA.

Claims – means all liabilities, obligations, losses, damages, penalties, judgments, proceedings, interest, costs and expenses of any kind (including remedial response costs, reasonable attorneys’ fees and Extraordinary Expenses) at any time (including after Full Payment of the Obligations, resignation or replacement of Administrative Agent, Canadian Agent, or replacement of any Lender) incurred by or asserted against any Indemnitee in any way relating to (a) any Loans, Letters of Credit, Credit Documents, or the use thereof or transactions relating thereto, (b) any action taken or omitted to be taken by any Indemnitee in connection with any Credit Documents, (c) the existence or perfection of any Liens, or realization upon any Collateral, (d) exercise of any rights or remedies under any Credit Documents or Applicable Law, or (e) failure by any Obligor to perform or observe any terms of any Credit Document, in each case including all costs and expenses relating to any investigation, litigation, arbitration or other proceeding (including an Insolvency Proceeding or appellate proceedings), whether or not the applicable Indemnitee is a party thereto.

Closing Date – means the date on which all of the conditions precedent in Section 11 of this Agreement are satisfied and the initial Loans are made under this Agreement.October 19, 2007.

Co-Documentation Agents – has the meaning set forth in the preamble to this Agreement.

Co-Syndication Agents – has the meaning set forth in the preamble to this Agreement.

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Code – means the Internal Revenue Code of 1986, as amended.

Co-Documentation Agent—has the meaning given to such term in the Original Credit Agreement.

Collateral – means all Property described in the U.S. Security Agreement and the Canadian Security Agreement as security for the payment or performance of any of the Obligations; and all other Property and interests in Property that now or hereafter secure (or are intended to secure) the payment and performance of any of the Obligations.

Collateral Agents – means Bank of America, N.A., General Electric Capital Corporation and Wells Fargo Capital Finance, LLC.

Commitment – means the U.S. Revolver Commitments and Canadian Revolver Commitments and each U.S. Lender’s commitment to acquire participations in any Agent Advances.

Commitment Maturity Date – means the date that is the soonest to occur of (i) the Maturity Date; (ii) as to a Facility, the date on which either Borrowers or Administrative Agent terminates the U.S. Revolver Commitments or Canadian Revolver Commitments, as the case may be, pursuant to Section 6.2 of this Agreement; or (iii) the date on which the commitments of the Lenders to make Loans and the obligation of the Issuing Bank to make L/C Credit Extensions are terminated pursuant to Section 12.2 of this Agreement.

Compliance Certificate – means a Compliance Certificate to be provided by Borrowers to Administrative Agent in accordance with, and in the form annexed as Exhibit E to, this Agreement, and the supporting schedules to be annexed thereto.

Consolidated – means the consolidation in accordance with GAAP of the accounts or other items as to which such term applies.

Consolidated Adjusted Net Earnings – means with respect to any fiscal period, the net income (or loss) for such fiscal period of Borrowers and their Subsidiaries, all as reflected on the financial statement of Borrowers supplied to Administrative Agent and Lenders pursuant to Section 10.1.3 hereof, but excluding (without duplication and to the extent otherwise included in such net income (or loss)): (i) any gain or loss arising from the sale of fixed assets; (ii) any gain arising from any write-up (or loss arising from any write-down) of fixed assets, Investments or general intangibles during such period; (iii) net earnings of a Joint Venture or any other entity in which a Borrower or a Subsidiary has an ownership interest except to the extent actually distributed to Borrowers or their Subsidiaries in cash; (iv) any portion of the net earnings of any Subsidiary which for any reason is unavailable for payment of Distributions in cash to a Borrower or its Subsidiary; (v) the earnings of any Person to which any assets of a Borrower or its Subsidiary shall have been sold, transferred or disposed of, or into which a Borrower or its Subsidiary shall have merged, or been a party to any consolidation or other form of reorganization, prior to the date of such transaction; (vi) management fees paid or payable to Platinum or its Affiliates, not to exceed $5,000,000 in the aggregate in any Fiscal Year; (vii) any gain arising from the acquisition of any securities of a Borrower or its Subsidiary; (viii) any non-cash gain or non-cash loss arising from extraordinary or non-recurring items net of any Taxes (without duplication); (ix) facility closure and severance costs and charges in Fiscal Year 2007 and in Fiscal Year 2008; (x) restructuring expenses and charges in Fiscal Year 2007 and in Fiscal Year 2008; (xi) acquisition integration expenses and charges in Fiscal Year 2007 and in Fiscal Year 2008; (xii) systems implementation expenses related to Ryerson’s SAP platform in Fiscal Year 2007 and in Fiscal Year 2008; provided that the aggregate amount excluded from net income pursuant to clauses (ix) through (xii) in calculating Consolidated Adjusted Net Earnings

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shall not exceed $45,000,000 in the aggregate during the period from the Closing Date through Fiscal Year 2008; (xiii) public company costs, merger and proxy related expenses, workers compensation reserve adjustments, legal settlements (including amounts paid in Fiscal Year 2007 (a) with respect to the shareholders class action proceedings relating to the Acquisition and (b) the Champagne Metals litigation; provided that the aggregate amount excluded from net income pursuant to clauses (a) and (b) do not exceed $5,000,000) and other historical costs associated with closed facilities, in each case, to the extent such costs were incurred prior to the Closing Date; and (xiv) any non-cash items of income or expense resulting from the application of purchase price accounting by reason of the consummation of the Acquisition, including amortization of any such items over several periods, all as determined in accordance with GAAP.

Consolidated EBITDA – means for any fiscal period of Borrowers and their Subsidiaries, on a Consolidated basis (without duplication), an amount equal to the sum for such fiscal period of (i) Consolidated Adjusted Net Earnings, plus (ii) provision for taxes based on or determined by reference to income, plus (iii) Consolidated Interest Expense, plus (iv) depreciation, amortization and other non-cash charges (other than any such other non-cash charges that represent an accrual or reserve for potential cash items in any future period), plus (v) cash distributions received by Borrowers or their Subsidiaries from a Joint Venture or any other entity in which a Borrower has an ownership interest in excess of the net income of such entity otherwise included in Consolidated Adjusted Net Earnings, plus or minus (vi) LIFO expense or income; in the case of each of clauses (ii) through (v) to the extent deducted in calculating net income (loss) in accordance with GAAP. Notwithstanding anything to the contrary contained herein and subject to adjustment as provided in the second paragraph under “Consolidated Fixed Charge Coverage Ratio,” with respect to Business Acquisitions, dispositions of assets and incurrence and permanent repayment of Debt in each case consummated after the Closing Date, Consolidated EBITDA shall be the amounts set forth on Schedule 3 hereto for the periods shown therein(and not added back) in calculating Consolidated Adjusted Net Earnings and in the case of clause (vi) to the extent any such expense is deducted (and not added back) or income is included, in each case in Consolidated Adjusted Net Earnings.

Consolidated Fixed Charge Coverage Ratio – means for any period of Borrowers and their Subsidiaries, on a Consolidated basis, the ratio of (i) Consolidated EBITDA for such period minus Unfinanced Capital Expenditures for such period to (ii) (without duplication of any items subtracted from Consolidated EBITDA in clause (i) of this definition) Consolidated Fixed Charges for such period.

The Consolidated Fixed Charge Coverage Ratio shall be calculated to give pro forma effect ((i) in accordance with GAAP and Regulation S-X promulgated under the Securities Act of 1933, as amended, or (ii) to give effect to operating expense reductions resulting from the Business Acquisition or disposition of assets for which pro forma effect is being given to the extent all steps have been completed to effect such cost savings and such cost savings are quantifiable or (iii) as otherwise reasonably satisfactory to Administrative Agent) to give effect to any Business Acquisition, disposition of assets (other than those expressly permitted under Sections 10.2.9(i), (ii), (iii), (iv), (v), (vi) and (vii)), incurrence of Debt (other than Debt incurred hereunder) and permanent repayment of Debt, in each case consummated at any time on or after the first day of the Applicable Test Period and prior to the date of determination as if each such Business Acquisition, incurrence or permanent repayment of Debt had been effected on the first day of such period and as if each such disposition of assets had been consummated on the day prior to the first day of such period.

Consolidated Fixed Charges – means for any fiscal period of Borrowers and their Subsidiaries, on a Consolidated basis, the sum of Borrowers’ and their Subsidiaries’ (i) cash interest expense in respect of their Funded Debt, plus (ii) scheduled payments of principal on their Funded Debt paid during such period (excluding the Loans), plus (iii) cash income taxes paid plus (iv) Distributions.

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Notwithstanding anything to the contrary contained herein and subject to adjustment as provided in the second paragraph under “Consolidated Fixed Charge Coverage Ratio,” with respect to Business Acquisitions, dispositions of assets and incurrence and permanent repayment of Debt in each case consummated after the Closing Date, Consolidated Fixed Charges shall be the amounts set forth on Schedule 3 hereto for the periods shown therein.

Consolidated Interest Expense – means for any period, the total interest expense of Borrowers and their Subsidiaries during such period, determined on a Consolidated basis in accordance with GAAP.

Contingent Obligation – means with respect to any Person, any obligation of such Person arising from any guaranty, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including (i) the direct or indirect guaranty, endorsement (other than for collection or deposit in the Ordinary Course of Business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of a primary obligor, (ii) the obligation to make take-or-pay or similar payments, if required, regardless of nonperformance by any other party or parties to an agreement, (iii) any obligation of such Person, whether or not contingent, (A) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (B) to advance or supply funds (1) for the purchase or payment of any such primary obligations or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (C) to purchase Property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (D) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation with respect to which such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation for which such Person may be liable pursuant to the terms of the instrument evidencing such Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto (assuming such Person is required to perform thereunder), as determined by such Person in good faith.

Control – means “control,” as such term is defined in Section 9-104 or 9-106, as applicable, of the UCC.

Control Agreement – means an agreement in favor of Administrative Agent that shall be in form reasonably satisfactory to Administrative Agent or Canadian Agent, as applicable, establishing Administrative Agent’s or Canadian Agent’s, as applicable, Control with respect to, and such Administrative Agent’s or Canadian Agent’s Lien on, any deposit account for the benefit of the Secured Parties.

Controlled Investment Affiliates – means funds or partnerships managed by Platinum Equity Advisors, LLC but not including any of their operating portfolio companies.

Credit Documents – means this Agreement, the Other Agreements and the Security Documents.

Credit Judgment – means Administrative Agent’s or each Collateral Agent’s, as applicable, judgment exercised in good faith, based upon its consideration of any factor that it believes (a)

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could adversely affect the quantity, quality, mix or value of Collateral (including any Applicable Law that may inhibit collection of an Account), the enforceability or priority of Administrative Agent’s Liens, or the amount that Administrative Agent, the Collateral Agents and Lenders could receive in liquidation of any Collateral; (b) suggests that any collateral report or financial information delivered by any Obligor is incomplete, inaccurate or misleading in any material respect; (c) materially increases the likelihood of any Insolvency Proceeding involving an Obligor; or (d) creates or could reasonably be expected to result in a Default or Event of Default. In exercising such judgment, Administrative Agent or a Collateral Agent, as applicable, may consider any factors that could increase the credit risk of lending to Borrowers or the security of the Collateral.

Current – means with respect to applicable accounts payable of Borrowers and their Subsidiaries, means such payables are current in accordance with Borrowers’ past payment practices as determined by Administrative Agent in its reasonable Credit Judgment.

Current Assets – means at any date, the amount at which all of the current assets of a Person would be properly classified as current assets shown on a balance sheet at such date in accordance with GAAP except that amounts due from Affiliates and investments in Affiliates shall be excluded therefrom.

CWA – means the Clean Water Act (33 U.S.C. §§ 1251 et seq.).

Debt – means, as applied to a Person, without duplication, debt (i) arising from the lending of money by any other Person to such Person; (ii) whether or not in any such case arising from the lending of money by another Person to such Person, (A) which is represented by notes payable or drafts accepted that evidence extensions of credit, (B) which constitutes obligations evidenced by bonds, debentures, notes or similar instruments, or (C) upon which interest charges are customarily paid (other than accounts payable) or that was issued or assumed as full or partial payment for Property (other than accounts payable); (iii) that constitutes a Capitalized Lease Obligation; (iv) reimbursement obligations with respect to letters of credit or guaranties of letters of credit; and (v) obligations of such Borrower under any guaranty of obligations that would constitute Debt under clauses (i) through (iii) hereof, if owed directly by such Person. The Debt of a Person shall include any recourse Debt of any partnership or joint venture in which such Person is a general partner or joint venturer.

Debtor Relief Laws – means the Bankruptcy Code, the BIA, the CCAA, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, winding up, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States, Canada or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

Default – means an event or condition the occurrence of which would, with the lapse of time or the giving of notice, or both, become an Event of Default.

Default Rate – means on any date, a rate per annum that is equal to (i) in the case of each U.S. Revolver Loan or U.S. L/C Obligation outstanding on such date, two percent (2%) in excess of the rate otherwise applicable to such U.S. Revolver Loan or U.S. L/C Obligation on such date, (ii) in the case of each Canadian Revolver Loan or Canadian L/C Obligation outstanding on such date, two percent (2%) in excess of the rate otherwise applicable to such Canadian Revolver Loan or Canadian L/C Obligations on such date and (iii) in the case of any of the other Obligations outstanding on such date, two percent (2%) in excess of the highest Applicable Margin for (A) with respect to Obligations denominated in U.S. Dollars, U.S. Revolver Loans that are U.S. Base Rate Loans plus the U.S. Base Rate in effect on such date and (B) with respect to Obligations denominated in Canadian Dollars, Canadian Revolver Loans that are Canadian Prime Rate Loans plus the Canadian Prime Rate in effect on such date.

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Defaulting Lender – means, subject to Section 4.2, any Lender that (a) has failed to fund any portion of the U.S. Revolver Loans, the Canadian Revolver Loans, participations in U.S. L/C Obligations or Canadian L/C Obligations, participations in U.S. Out-of-Formula Loans or Canadian Out-of-Formula Loans, participations in Canadian Swing Line Loans or U.S. Swing Line Loans or participations in Agent Advances required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder, (b) has otherwise failed to pay over to Administrative Agent, Canadian Agent, any Collateral Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute, or (c) has been deemed insolvent or(c) has notified the Borrower, or Administrative Agent or any Lender in writing that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit, (d) has failed, within three Business Days after request by Administrative Agent, to confirm in a manner satisfactory to Administrative Agent that it will comply with its funding obligations, or (e) has, or has a direct or indirect parent company that has, (i) become the subject of a bankruptcy or insolvency proceedingproceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority.

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 Administrative Agent) by all U.S. Borrowers to reduce their accounts receivable, divided by (ii) the sum of aggregate gross billings of all U.S. Borrowers, in each case for the 12 fiscal months of Borrower Agent then most recently ended as shown in the monthly Borrowing Base Certificate most recently delivered pursuant to Section 8.4; and

(b) with respect to 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 Administrative Agent) by Canadian Borrower and any Canadian Subsidiary Guarantors to reduce its accounts receivable, divided by (ii) the aggregate gross billings of Canadian Borrower and any Canadian Subsidiary Guarantors, in each case for the 12 fiscal months of Borrower Agent then most recently ended as shown in the monthly Borrowing Base Certificate most recently delivered pursuant to Section 8.4.

Dilution Reserve – of U.S. Borrowers together, or Canadian Borrower and any Canadian Subsidiary Guarantors together, at any time means an amount equal to the product of (a) the positive result, if any, of the Dilution Percentage for the U.S. Borrowers together, or Canadian Borrower and any Canadian Subsidiary Guarantors together, as applicable, at such time minus 5% multiplied by (b) the Eligible Accounts of the U.S. Borrowers together, or Canadian Borrower and any Canadian Subsidiary Guarantors together, as applicable, at such time.

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Distribution – means in respect of any entity, (i) any direct or indirect payment of any dividends or other distributions on Equity Interests of the entity (except distributions in such Equity Interests); (ii) any purchase, redemption or other acquisition or retirement for value of any Equity Interests of the entity or any Affiliate of the entity unless made contemporaneously from the net proceeds of the sale of Equity Interests; (iii) any other direct or indirect distribution, advance or repayment of Debt to a holder of Equity Interests; and (iv) payment by any Borrower or any of its Subsidiaries of management fees to Platinum.

Documentation Agent – has the meaning set forth in the preamble to this Agreement

Domestic In-Transit Inventory – means Inventory that has been purchased by an Obligor and that is in-transit to or from (a) in the case of a U.S. Borrower, (i) a Vendor from a location within the continental United States to a U.S. Borrower or a location designated by a U.S. Borrower that is in the continental United States or (ii) between two facilities operated by any U.S. Borrower in the continental United States and (b) in the case of Canadian Borrower and any Canadian Subsidiary Guarantors, (i) a Vendor from a location within Canada to Canadian Borrower or any Canadian Subsidiary Guarantor or a location designated by Canadian Borrower or any Canadian Subsidiary Guarantor that is in Canada or (ii) between two facilities operated by Canadian Borrower or any Canadian Subsidiary Guarantor in Canada.

Dominion Account – means a special account established by Borrowers at Bank of America or Bank of America – Canada Branch, and over which Administrative Agent or Canadian Agent, as applicable, shall have sole and exclusive access and control for withdrawal purposes.

Eligible Account – means at any date of determination thereof (a) with respect to any U.S. Borrower, the aggregate value (determined on a basis consistent with GAAP and Borrower Agent’s current and historical accounting practices) of all Qualified Accounts of the U.S. Borrowers at such date; and (b) with respect to Canadian Borrower and any Canadian Subsidiary Guarantors, the aggregate value (determined on a basis consistent with GAAP and Borrower Agent’s current and historical accounting practices) of all Qualified Accounts of Canadian Borrower and any Canadian Subsidiary Guarantors at such date, in each case adjusted on any date of determination to exclude, without duplication, the amount of Ineligible Accounts of the U.S. Borrowers or Canadian Borrower and any Canadian Subsidiary Guarantors (as applicable) (calculated in accordance with the definition of “Ineligible Accounts” herein or in the revised definition of “Ineligible Accounts” then most recently furnished to Borrower Agent by Administrative Agent in writing).

Eligible Assignee – means a Person that is a Lender or a United States based Affiliate of a Lender; a commercial bank, finance company, insurance company or other financial institution, in each case that is organized under the laws of the United States or any state, has total assets in excess of $2,500,000,000, extends credit of the type contemplated herein in the ordinary course of its business and whose becoming an assignee would not constitute a prohibited transaction under Section 4975 of ERISA or any other Applicable Law (provided that no Canadian Revolver Lender may assign its rights or obligations hereunder to a Lender or Approved Fund that is not a Canadian Revolver Lender) and is acceptable to Administrative Agent in its reasonable Credit Judgment and, unless a Default or an Event of Default pursuant to Section 12.1.1 or 12.1.10 exists, Borrower Agent (such approval by Borrower Agent, when required, not to be unreasonably withheld, conditioned or delayed and to be deemed given by Borrower Agent if no objection is received by the assigning Lender and Administrative Agent from Borrower Agent within five (5) Business Days after notice of such proposed assignment has been provided by the assigning Lender as set forth in Section 14.1 of this Agreement); and, at any time that an Event of Default exists, any other Person acceptable to Administrative Agent in its reasonable Credit Judgment.

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Eligible In-Transit Inventory – means, on any date, In-Transit Inventory that meets the requirements of clause (a)(ii) or (b)(ii) of the definition of “Domestic In-Transit Inventory.”

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 Borrower) at such date of all Qualified Inventory owned by such U.S. Borrower and located in any jurisdiction in the United States of America in which the Lien on such Qualified Inventory granted to Agents would be perfected by appropriate UCC financing statements that have been filed (or delivered to Administrative Agent for filing pursuant to Section 11.1.3 or 10.1.13) naming such Borrower as “debtor” and Administrative Agent, for the benefit of the U.S. Secured Parties as “secured party”; and

(b) with respect to Canadian Borrower and Canadian Subsidiary Guarantors, the aggregate Value (as reflected on the perpetual inventory system of Canadian Borrower and, if applicable, Canadian Subsidiary Guarantors) at such date of all Qualified Inventory owned by Canadian Borrower and the Canadian Subsidiary Guarantors and located in any jurisdiction in Canada as to which Qualified Inventory appropriate personal property security filings have been made (or delivered to Canadian Agent for filing pursuant to Section 11.1.3 or 10.1.13),

in each case, adjusted on any date of determination to exclude, without duplication, the amount of Ineligible Inventory of the U.S. Borrowers or Canadian Borrower and any Canadian Subsidiary Guarantors (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 Borrower Agent by Administrative Agent in writing).

End Date – means the first day where Availability on each day during the immediately preceding 45 consecutive days was at least $150,000,000.

Enforcement Action – means any action to enforce any Obligations or Credit Documents or to realize upon any Collateral (whether by judicial action, self-help, notification of Account Debtors, exercise of setoff or recoupment, or otherwise).

Engagement and Fee Letter – means the Engagement and Fee Letter dated January 3, 2011 among Bank of America, MLPFSI and Ryerson.

Environment – means ambient air, indoor air, surface water and groundwater (including potable water), the land surface or subsurface strata and natural resources such as wetlands, flora and fauna.

Environmental Claim – means any claim, notice, demand, order, action, suit or proceeding alleging actual or potential liability for investigation, Response or corrective action, damages to natural resources, personal injury, property damage, fines, penalties or other costs resulting from or arising out of (i) the presence, Release or threatened Release of Hazardous Material at any Property or (ii) any violation of Environmental Law, and shall include any claim seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from or arising out of the presence, Release or threatened Release of Hazardous Material or alleged injury or threat of injury to health (to the extent related to Hazardous Material) or the Environment.

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Environmental Laws – means the common law and all federal, state, provincial, territorial, local and foreign laws, rules, regulations, codes, ordinances, orders, judgments and consent decrees, now or hereafter in effect, that relate to the protection or pollution of the Environment or human health (to the extent related to exposure to Hazardous Materials), including those relating to the use, recycling, manufacture, distribution, handling, storage, treatment, transport, Release or threat of Release of Hazardous Materials, whether now or hereafter in effect, including the CERCLA, the RCRA and the CWA.

Environmental Notice – means a written notice from any Governmental Authority or any other Person of an alleged noncompliance with or liability under any Environmental Laws, including any complaints, citations, demands or request from any Governmental Authority for correction or remediation of any asserted violation of any Environmental Laws or any investigations concerning any asserted violation of any Environmental Laws.

Equipment – means all of U.S. Borrowers’ or Canadian Borrower’s and any Canadian Subsidiary Guarantors’ (as applicable) machinery, apparatus, equipment, fittings, furniture, fixtures, motor vehicles and other tangible personal Property (other than Inventory) of every kind and description, whether now owned or hereafter acquired by the applicable U.S. Borrowers or Canadian Borrower and Canadian Subsidiary Guarantors and wherever located, and all parts, accessories and special tools therefor, all accessions thereto, and all substitutions and replacements thereof.

Equity Contributions – has the meaning set forth in the recitals to this Agreement.

Equity Interest – means the interest of (i) a shareholder in a corporation, (ii) a partner (whether general or limited) in a partnership (whether general, limited or limited liability), (iii) a member in a limited liability company, or (iv) any other Person having any other form of equity security or ownership interest.

Equivalent Amount – has the meaning set forth in Section 1.5.

ERISA – means the Employee Retirement Income Security Act of 1974 and all rules and regulations from time to time promulgated thereunder.

ERISA Event – means (a) a Reportable Event with respect to a Pension Plan, (b) a complete or partial withdrawal by any Borrower, or by any Person for which any Borrower may have any direct or indirect liability from a Plan, or a cessation of operations which is treated as such a withdrawal under Section 4062(e) of ERISA, (c) a complete or partial withdrawal by any Borrower, or by any Person for which any Borrower may have any direct or indirect liability from a Multi-employer Plan, the receipt by any Borrower, or by any Person for which any Borrower may have any direct or indirect liability of any notice concerning the imposition of withdrawal liability (as defined in Part 1 of Subtitle E of Title N of ERISA) or notification that a Multi-employer Plan is, or is expected to be, insolvent or in reorganization, (d) the filing of a notice of intent to terminate a Pension Plan, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multi-employer Plan (provided that, with respect to any such Multi-employer Plan, the Borrower, or any Person for which any Borrower may have any direct or indirect liability has received written notice of such action or proceeding), (e) the occurrence of an event or condition which could reasonably be expected to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, (f) with respect to a Pension Plan, the failure to satisfy the minimum funding standard of Section 412 of the Code and Section 302 of ERISA, whether or not waived, (g) the failure to make by its due date a required contribution under Section 412(m) of the Code (or Section 430(j) of the Code, as amended by the Pension Protection

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Act of 2006) with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan, (h) the filing pursuant to Section 412 of the Code of an application for a waiver of the minimum funding standard with respect to any Pension Plan, (i) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could result in liability to the Borrowers or any Subsidiary or (j) the incurrence of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Borrower or any Person for which any Borrower may have a direct or indirect obligation to pay such liability.

Event of Default – has the meaning set forth in Section 12.1 of this Agreement.

Excluded Taxes – with respect to Administrative Agent, Canadian Agent, any Lender, Issuing Bank or any other recipient of a payment to be made by or on account of any Obligation, (a) taxes imposed on or measured by reference to its overall net income (however denominated), and franchise taxes imposed on it (in lieu of overall net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located; and (b) in the case of a Foreign Lender, (x) any United States federal withholding tax that (i) is imposed on amounts payable to such Foreign Lender by or on account of any obligation of a Borrower that is organized in the United States of America to the extent imposed at the time such Foreign Lender becomes a party to this Agreement (or designates a new Lending Office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 5.9 or (ii) is attributable to such Foreign Lender’s failure to comply with Section 5.10 (i.e., failure to deliver a form that it is legally entitled to deliver) or (y) except when an Event of Default has occurred and is continuing, any Canadian federal withholding tax that (i) is imposed on amounts payable to such Foreign Lender by or on account of any obligation of a Borrower that is organized in Canada to the extent imposed at the time such Foreign Lender becomes a party to this Agreement (or designates a new Lending Office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from such Borrower with respect to such withholding tax pursuant to Section 5.9, or (ii) is attributable to such Foreign Lender’s failure to comply with Section 5.10 (i.e., failure to deliver a form that it is legally entitled to deliver).

Existing Letters of Credit – means the letters of credit set forth on Schedule 4.

Extraordinary Expenses – means all costs, expenses, fees (including fees incurred to Agent Professionals) or advances that Administrative Agent or Canadian Agent may suffer or incur, whether prior to or after the occurrence of a Default or an Event of Default, and whether prior to, after or during the pendency of an Insolvency Proceeding of a Borrower, on account of or in connection with (i) the audit, inspection, repossession, storage, repair, appraisal, insuring, completion of the fabrication of, preparing for sale, advertising for sale, selling, collecting or otherwise preserving or realizing upon any Collateral; (ii) the defense of Administrative Agent’s and Canadian Agent’s Lien upon any Collateral or the priority thereof or any adverse claim with respect to the Loans, any Letter of Credit, the Credit Documents or the Collateral asserted by any Obligor, any receiver, interim receiver or trustee for any Borrower or any creditor or representative of creditors of any Obligor; (iii) the settlement or satisfaction of any Liens upon any Collateral (whether or not such Liens are Permitted Liens); (iv) the collection or enforcement of any of the Obligations; (v) the negotiation, documentation, and closing of any restructuring or forbearance agreement with respect to the Credit Documents or Obligations; (vi) the enforcement of any of the provisions of any of the Credit Documents; (vii) the preparation, negotiation,

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syndication and execution of this Agreement and the other Credit Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and expenses of Cahill Gordon & Reindel LLP and local and foreign counsel in each relevant jurisdiction or (viii) any payment under a guaranty, indemnity or other payment agreement provided by an Agent or (with Administrative Agent’s consent) any Lender, which is reimbursable to an Agent or such Lender by Obligors pursuant to Section 3.8 of this Agreement. Such costs, expenses and advances may include transfer fees, taxes, storage fees, insurance costs, permit fees, utility reservation and standby fees, legal fees, appraisal fees, brokers’ fees and commissions, auctioneers’ fees and commissions, accountants’ fees, environmental study fees, wages and salaries paid to employees of any Borrower or independent contractors in liquidating any Collateral, travel expenses, all other fees and expenses payable or reimbursable by Obligors under any of the Credit Documents, and all other fees and expenses associated with the enforcement of rights or remedies under any of the Credit Documents, but excluding compensation paid to employees (including inside legal counsel who are employees) of an Agent.

Facility – means the aggregate U.S. Revolver or the Canadian Revolver, as the context may require.

Federal Funds Rate – means for any period, a fluctuating interest rate per annum equal for each date during such period to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) in Atlanta, Georgia by the Federal Reserve Bank of Atlanta, or if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by Administrative Agent from three (3) federal funds brokers of recognized standing selected by Administrative Agent.

Fee Letter – means the Fee Letter dated July 21, 2007 among Bank of America, BASMLPFSI and Parent.

Financed Capital Expenditures – means Capital Expenditures that are (i) funded with the proceeds of Permitted Purchase Money Debt and those represented by Capitalized Lease Obligations, (ii) any additions to property and equipment and other capital expenditures made with the proceeds of any equity securities issued or capital contributions received by any Obligor, (iii) expenditures made in connection with the replacement, substitution, restoration or repair of assets to the extent financed with (A) insurance proceeds paid on account of the loss of or damage to the assets being replaced, substituted, restored or repaired, or (B) awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced or substituted, (iv) the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for the equipment being traded in at such time, (v) the purchase or improvement of property, plant or equipment to the extent paid for with the proceeds of dispositions permitted by Section 10.2.9 that are not required to be applied to prepay the Obligations or the Senior Secured Notes (or any Refinancing Debt in respect thereof), (vi) expenditures that are accounted for as capital expenditures by Parent or any Subsidiary and that actually are paid for by a Person other than Parent or any Subsidiary to the extent neither Parent nor any Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such Person or any other Person (whether before, during or after such period), (vii) any expenditures which are contractually required to be, and are, advanced or reimbursed to the Obligors in cash by a third party (including landlords) during such period of calculation, (viii) the book value of any asset owned by Parent or any Subsidiary prior to or during such period to the extent that such book value

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is included as a Capital Expenditure during such period as a result of such Person reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period; provided that (A) any expenditure necessary in order to permit such asset to be reused shall be included as a Capital Expenditure during the period in which such expenditure actually is made and (B) such book value shall have been included in Capital Expenditures when such asset was originally acquired, (ix) expenditures that constitute Investments constituting a Business Acquisition otherwise permitted hereunder or (x) that portion of interest on Debt incurred for Capital Expenditures which is paid in cash and capitalized in accordance with GAAP.

Fiscal Quarter – means three (3) months ended March 31, June 30, September 30 and December 31 of each Fiscal Year.

Fiscal Year – means the fiscal year of Borrowers and their Subsidiaries for accounting and tax purposes, which ends on December 31 of each year.

Floor Test – has the meaning set forth in Section 10.3.1 of this Agreement.

FLSA – means the Fair Labor Standards Act of 1938.

Foreign In-Transit Inventory – means Inventory of a Borrower that is in-transit from a Vendor of Borrower from a location outside the continental United States (in the case of a U.S. Borrower) or Canada (in the case of Canadian Borrower) to such Borrower or a location designated by such Borrower that is in the continental United States (in the case of a U.S. Borrower) or Canada (in the case of Canadian Borrower).

Foreign Lender – means (i) with respect to a Loan to U.S. Borrowers, any Lender that is not treated as a United States person under Section 7701(a)(30) of the Code or (ii) in the case of a Lender to Canadian Borrower with respect to a Loan to Canadian Borrower, any Lender that is not a Canadian Resident.

Foreign Plan – means any employee benefit plan or arrangement (a) maintained or contributed to by any Obligor or Subsidiary that is not subject to the laws of the United States; or (b) mandated by a government other than the United States for employees of any Obligor or Subsidiary.

Fronting Exposure – means, at any time there is a Defaulting Lender, (a) with respect to the Issuing Bank, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

Fund – means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

Funded Debt – means collectively but without duplication (a) the aggregate principal amount of Debt (including Subordinated Debt) which would, in accordance with GAAP, be classified as long-term debt, together with the current maturities thereof and the face amount of all outstanding letters of credit; (b) all Debt outstanding under any revolving credit, line of credit or renewals thereof, notwithstanding that any such Debt is created within one (1) year of the expiration of such agreement; and (c) all Capitalized Lease Obligations.

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GAAP – means generally accepted accounting principles in the United States of America in effect from time to time.

GE Amendment No. 1 Fee Letter – means the Fee Letter dated March 10, 2011 between General Electric Capital Corporation and Ryerson.

Governmental Approvals – means all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and reports to, all Governmental Authorities.

Governmental Authority – means any federal, state, provincial, territorial, municipal, national, foreign or other governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof, in each case whether associated with the United States, Canada, a state, province, district or territory thereof, or any foreign entity or government.

Guarantor – means Parent, each U.S. Subsidiary Guarantor and each Canadian Subsidiary Guarantor, collectively.

Hazardous Materials – means (a) petroleum or petroleum products, by-products or breakdown products, radioactive materials, asbestos or asbestos-containing materials, mold, polychlorinated biphenyls and radon gas and (b) any other chemicals, materials, substances, wastes, pollutants, contaminants, compounds or constituents in any form regulated, or which can give rise to liability, under any Environmental Law.

Hedging Agreement – means any Interest Rate Contract, foreign currency exchange agreement, commodity price protection agreement, physical commodity repurchase agreement or other interest or currency exchange rate or commodity price hedging arrangement.

Increase Effective Date – has the meaning set forth in Section 2.9.2 of this Agreement.

Indemnified Claim – means any and all claims, demands, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, awards, costs (including costs of Responses or corrective actions to Address Hazardous Materials), expenses or disbursements of any kind or nature whatsoever (including reasonable attorneys’, accountants’, consultants’ or paralegals’ fees and expenses), whether arising under or in connection with the Credit Documents, any Applicable Law (including any Environmental Laws) or otherwise, that may now or hereafter be instituted or asserted against any Indemnitee and whether instituted or asserted in or as a result of any investigation, litigation, arbitration or other judicial or non-judicial proceeding or any appeals related thereto.

Indemnified Taxes – means Taxes other than Excluded Taxes.

Indemnitees – means the Agent Indemnitees, the Lender Indemnitees, the Bank Indemnitees and the Issuing Bank Indemnitees.

Ineligible Accounts – means, with respect to U.S. Borrowers or Canadian Borrower and any Canadian Subsidiary Guarantors, as applicable, at any date of determination, an amount equal to the aggregate value of all Qualified Accounts of U.S. Borrowers or Canadian Borrower and any Canadian Subsidiary Guarantors, as applicable, described in one or more of the following clauses, without duplication:

(a) Qualified Accounts to which U.S. Borrowers or Canadian Borrower and any Canadian Subsidiary Guarantors, as applicable, do not have sole and absolute title; or

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(b) Qualified Accounts that arise out of a sale made by U.S. Borrowers or Canadian Borrower and any Canadian Subsidiary Guarantors, as applicable, to an employee, officer, director or Affiliate of U.S. Borrowers or Canadian Borrower and any Canadian Subsidiary Guarantors, as applicable; or

(c) Qualified Accounts in respect of which the Account Debtor (i) is a creditor of U.S. Borrowers or Canadian Borrower and any Canadian Subsidiary Guarantors, as applicable, (ii) has or has asserted a right of setoff against U.S. Borrowers or Canadian Borrower and any Canadian Subsidiary Guarantors, as applicable, including co-op advertising (unless such Account Debtor has entered into a written agreement reasonably acceptable to Administrative Agent to waive such setoff rights) or (iii) has disputed its liability (whether by chargeback or otherwise) or made any claim with respect to such Qualified Accounts or any other Qualified Accounts which has not been resolved, in each case to the extent of the amount owed by U.S. Borrowers or Canadian Borrower and any Canadian Subsidiary Guarantors, as applicable, to the Account Debtor, the amount of such actual or asserted right of setoff, or the amount of such dispute or claim, as the case may be; or

(d) Qualified Accounts from Account Debtors whose credit standing is not satisfactory to Administrative Agent in its reasonable Credit Judgment, including, without limitation, bankrupt or insolvent Account Debtors or against whom U.S. Borrowers or Canadian Borrower and any Canadian Subsidiary Guarantors, as applicable, are not able to bring suit or otherwise enforce its remedies through judicial process; or

(e) (i) in the case of Qualified Accounts of U.S. Borrowers, Qualified Accounts that are not payable in U.S. Dollars, or Qualified Accounts 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 Accounts covered under a letter of credit or bankers’ acceptance on terms acceptable to Administrative Agent (it being understood that no representation or certification by a Borrower 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 Borrower has exercised its customary care in making any determination as to the matters described in such clauses); or (ii) in the case of Qualified Accounts of Canadian Borrower and any Canadian Subsidiary Guarantors, such Qualified Account is not payable in Canadian Dollars or U.S. Dollars or the Account Debtor either (x) is not incorporated under the laws of Canada, or 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 Accounts covered under a letter of credit or bankers’ acceptance on terms acceptable to Administrative Agent (it being understood that no representation or certification by Canadian Borrower or any Canadian Subsidiary Guarantor as to the matters described in the foregoing clause (y) or (z) shall be deemed to be false or misleading in any material respect so long as the relevant Borrower has exercised its customary care in making any determination as to the matters described in such clauses); or

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(f) (i) Qualified Accounts resulting from sales that are guaranteed sales, sale-and-returns, ship-and-returns or sales on approval or (ii) Qualified Accounts that are sold on terms in excess of 90 days; or

(g) Qualified Accounts in respect of goods that have not been shipped or title to which has not passed to the applicable Account Debtors (including sales on consignment), or Qualified Accounts that represent Progress-Billings or otherwise do not represent completed sales. For purposes hereof, an Account represents a “Progress-Billing” if, and to the extent that, the Account Debtor’s obligation to pay the invoice giving rise to such Account is conditioned upon such Borrower’s completion of any further performance under the contract or agreement; or

(h) Qualified Accounts that do not comply in all material respects with the requirements of all Applicable Laws including without limitation the Federal Consumer Credit Protection Act and the Federal Truth in Lending Act; or

(i) Qualified Accounts 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 Accounts that are not paid in full and for which U.S. Borrowers or Canadian Borrower and any Canadian Subsidiary Guarantors, as applicable, create new receivables for the unpaid portion of such Accounts, including without limitation chargebacks, debit memos and other adjustments for unauthorized deductions; or

(k) all Qualified Accounts with respect to a single Account Debtor if 50% or greater in aggregate value of the Qualified Accounts of such Account Debtor are ineligible other than as a result of this clause (k) (it being understood that in determining the aggregate amount of Qualified Accounts 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 under clause (i) above, there shall be excluded the amount of any net credit balances relating to the Qualified Accounts 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 Accounts that (x) are not subject to a valid and perfected first priority Lien in favor of Administrative Agent or Canadian Agent, subject to no other Liens other than Permitted Liens described in Sections 10.2.5(i), (ii), (iii), (vi) and (xiv) or (y) do not otherwise conform to the representations and warranties contained in the Credit Documents relating to Accounts; or

(m) Qualified Accounts 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 Accounts, presented for payment and returned uncollected for any reason; or

(n) Qualified Accounts that have been written off the books of U.S. Borrowers or Canadian Borrower and any Canadian Subsidiary Guarantors, as applicable, or have otherwise been designated as uncollectible; or

(o) (i) Qualified Accounts that are non-trade Accounts or notes receivable, (ii) Qualified Accounts 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 Accounts that represent or relate to payments of interest, or (iv) Qualified Accounts that are subject to off-set from customer overpayments, in each case to the extent thereof; or

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(p) Qualified Accounts 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 U.S. Borrowers or Canadian Borrower and any Canadian Subsidiary Guarantors, as applicable, holding a Qualified Account in respect of which the Account Debtor is the United States of America or any department, agency or instrumentality thereof, U.S. Borrowers or Canadian Borrower and any Canadian Subsidiary Guarantors, as applicable, duly assign the rights to payment of such Qualified Accounts to the applicable 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 Administrative Agent or (ii) in the case of U.S. Borrowers or Canadian Borrower and any Canadian Subsidiary Guarantors, as applicable, holding a Qualified Account 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 Accounts that are subject to a cash rebate, to the extent of the amount of such cash rebate that is accrued and unpaid; or

(r) Qualified Accounts due from any Account Debtor if the aggregate value of Qualified Accounts due from such Account Debtor, plus the aggregate value of Qualified Accounts of such Account Debtor’s Affiliates (in each case, which Qualified Accounts would otherwise be Eligible Accounts), exceeds 15% of the total amount of Eligible Accounts at the time of any determination, to the extent of such excess over such limit; or

(s) such other Qualified Accounts as may be deemed ineligible by Administrative Agent from time to time in the reasonable exercise of its reasonable Credit Judgment; or

(t) such Qualified Account is of an Account Debtor that is located in a jurisdiction requiring the filing of a notice of business activities report or similar report in order to permit such Borrower or any Canadian Subsidiary Guarantor, as applicable, to seek judicial enforcement in such jurisdiction of payment of such Account, unless U.S. Borrowers or Canadian Borrower and any Canadian Subsidiary Guarantors, as applicable, has qualified to do business in such jurisdiction or has filed a notice of business activities report or equivalent report for the then-current year or if such failure to file and inability to seek judicial enforcement is capable of being remedied without any material delay or material cost.

Ineligible Inventory – means, with respect to U.S. Borrowers or Canadian Borrower and any Canadian Subsidiary Guarantors, as applicable, at any date of determination, an amount equal to the sum of the following, without duplication:

(a) 100% of the Value of Qualified Inventory that is not subject to a perfected first priority Lien in favor of Administrative Agent; or

(b) 100% of the 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 Ryerson to be classified as supplies; or

(c) with respect to U.S. Borrowers or Canadian Borrower and any Canadian Subsidiary Guarantors, as applicable, (1) 50% of the Value of Slow Moving Inventory of the types described in clause (a) of the definition thereof and (2) 100% of the Value of Slow Moving Inventory of the types described in clause (b) of the definition thereof; or

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(d) 100% of the Value of (i) Qualified Inventory that is not located at property that is owned or leased by such Borrower and is not Eligible In-Transit Inventory and (ii) Qualified Inventory that is located at or in transit to or from any Third-Party Location to property that is either owned or leased by U.S. Borrowers or Canadian Borrower and any Canadian Subsidiary Guarantors, as applicable; provided that the Value of Qualified Inventory located at or in transit to or from 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 Value of such Qualified Inventory on such date of determination (as reflected on the perpetual inventory system of Ryerson and consistent with Ryerson’s current and historical accounting practices) is greater than $150,000, and (y) such Borrower or the Borrowers’ Agent shall have delivered to Administrative Agent a Lien Waiver with respect to such Third-Party Location or an Inventory Reserve has been established in respect thereof; or

(e) 100% of the Value of Qualified Inventory that (i) in the case of a U.S. Borrower, is not located in the United States or (ii) in the case of a Canadian Borrower and any Canadian Subsidiary Guarantors, is not located in Canada; or

(f) 100% of the 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 Value of Qualified Inventory that does not otherwise conform to the representations and warranties contained in the Credit Documents; or

(h) 100% of the Value of Qualified Inventory located on the premises of joint ventures, unless (i) a joint venture agreement reasonably acceptable to each of Administrative Agent has been executed and (ii) such Qualified Inventory is reasonably acceptable to Administrative Agent; or

(i) 100% of the Value of Qualified Inventory that is subject to a negotiable document of title (as defined in the UCC or the PPSA, as applicable) unless such negotiable document of title has been delivered to the applicable Agent; or

(j) the Value of Qualified Inventory to the extent such Value includes tolling costs or processing costs incurred by U.S. Borrowers or Canadian Borrower and any Canadian Subsidiary Guarantors, as applicable, for processing customer-owned Inventory; or

(k) the Value of Qualified Inventory to the extent such Value includes prepaid Inventory or relates to advance payments made to vendors for merchandise not yet received; or

(1) without duplication of any calculation pursuant to clause (d) of the definition of Inventory Valuation Reserves, the Value of Qualified Inventory that is subject to vendor credits representing price allowances, rebates and credits that have been allocated by U.S. Borrowers or Canadian Borrower and any Canadian Subsidiary Guarantors, as applicable, to reduce Inventory costs, to the extent of such credits; or

(m) 50% of the Value of Shorts Inventory; or

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(n) the Value of such other Qualified Inventory as may be deemed ineligible by Administrative Agent from time to time in the exercise of its reasonable Credit Judgment; or

(o) the Value of In-Transit Inventory except Eligible In-Transit Inventory.

Insolvency Proceeding – means any action, case, filing or proceeding commenced by or against a Person under any state, federal or foreign law, or any agreement of such Person, for (i) the entry of an order for relief under any Debtor Relief Laws, (ii) the appointment of a receiver (or administrative receiver), interim receiver, monitor, trustee, liquidator administrator, conservator or other custodian for such Person or any part of its Property, (iii) an assignment or trust mortgage for the benefit of creditors of such Person, or (iv) the liquidation, dissolution or winding up of the affairs of such Person.

Instrument – shall have the meaning ascribed to the term “instrument” in the UCC (or, with respect to any instrument of a Canadian Loan Party, the PPSA).

Intellectual Property – means all intellectual and similar Property of a Person of every kind and description, including inventions, designs, patents, patent applications, copyrights, trademarks, service marks, trade names, mask works, trade secrets, confidential or proprietary information, know how, software and databases and all embodiments or fixations thereof and related documentation, registrations and franchises, all books and records describing or used in connection with the foregoing and all licenses, or other rights to use any of the foregoing.

Intellectual Property Claim – means the assertion by any Person of a claim (whether asserted in writing, by action, suit or proceeding or otherwise) that any Borrower’s ownership, use, marketing, sale or distribution of any Inventory, Equipment, Intellectual Property or other Property is violative of any ownership or right to use any Intellectual Property of such Person.

Intercreditor Agreement – means an Intercreditor Agreement substantially in the form attached hereto as Exhibit N, by and between Administrative Agent, Canadian Agent and the Trustee party to the Senior Secured Notes Indenture (or the agreement governing any Refinancing Debt in respect of the Senior Secured Notes).

Interest Period – means, as to each LIBOR Loan or BA Rate Loan, the period commencing on the date such LIBOR Loan or BA Rate Loan is disbursed or converted to or continued as a LIBOR Loan or BA Rate Loan and ending on the date one, two, three or six or, if available to all Lenders, nine or twelve months thereafter, as selected by the applicable Borrower in its Notice of Borrowing; provided that:

(a) any Interest Period that would otherwise end on a day that 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 that 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 end on the last Business Day of the calendar month at the end of such Interest Period; and

(c) no Interest Period shall extend beyond the Maturity Date.

Interest Rate Contract – means any interest rate agreement, interest rate collar agreement, interest rate swap agreement, or other agreement or arrangement at any time entered into by any or all Borrowers with Bank of America, any Lender or any of their respective Affiliates or branches that is designed to protect against fluctuations in interest rates.

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In-Transit Inventory – means Inventory of a Borrower that is either Domestic In-Transit Inventory or Foreign In-Transit Inventory.

Inventory – shall have the meaning ascribed to the term “inventory” in the UCC or the PPSA, as applicable, and shall include all goods intended for sale or lease by a Borrower, or for display or demonstration; all work in process, all raw materials, and other materials and supplies of every nature and description used or which might be used in connection with the manufacture, printing, packing, shipping, advertising, selling, leasing or furnishing such goods or otherwise used or consumed in such Borrower’s business (but excluding Equipment).

Inventory Formula Amount – means on any date of determination thereof, an amount equal to the lesser of:

(x) 70% of the Value of Eligible Inventory on such date; or

(y) 85% of the NOLV Percentage of the Value of the Inventory of such Borrower (and, for purposes of this clause (y), to the extent that the NOLV Percentage accounts for the slow moving nature or aged status of Inventory of such Borrower, such slow moving nature or aged status as in existence on the date of the most recent Qualified Appraisal shall not be used as a basis to exclude Inventory from eligibility nor used as a basis for the institution of an Inventory Reserve).

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 three months’ rent expense for each U.S. Borrower’s leased facilities at which Eligible Inventory is located for which a Lien Waiver has not been obtained and (y) in the case of Canadian Borrower, as three months’ rent expense for each of Canadian Borrower’s and any Canadian Subsidiary Guarantor’s, as applicable, leased facilities at which Eligible Inventory is located for which a Lien Waiver has not been obtained; provided that such “landlord reserves” shall not be applicable until the date that is 90 days following the Closing Date, (ii) “third party liability reserves,” calculated as any liability owed to any Outside Processor, customer, vendor or Third-Party Warehouseman holding Eligible Inventory from whom a Lien Waiver has not been obtained, not to exceed, for any location, the lesser of (x) the amount owing to such Outside Processor, customer, vendor or Third-Party Warehouseman or (y) the Value of the Eligible Inventory balance at such location; provided that such “third party liability reserves” shall not be applicable until the date that is 90 days following the Closing Date, (iii, (iii) in the case of Canadian Borrower and any Canadian Subsidiary Guarantor, any reserve which Administrative Agent may require in its Credit Judgment on account of the right of an unpaid supplier to repossess goods under Section 81.1 of the BIA (generally known as the “30 day goods” rule) or any other similar Applicable Law of any other applicable jurisdiction, (iv) such other reserves as may be deemed appropriate by Administrative Agent from time to time in the exercise of its reasonable Credit Judgment, and (ivv) Inventory Valuation Reserves.

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 Ryerson’s income statements’ variance reports; provided that such aggregate amount represents a favorable purchase price variance (i.e., where the Value exceeds the actual cost of such Inventory);

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(b) 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 Value at such date of determination;

(c) 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) Value at such date of determination;

(d) a lower of cost or market reserve for Inventory that is sold, or valued by the relevant Borrower or as deemed appropriate by Administrative Agent in its reasonable Credit Judgment, for less than the actual cost to produce or acquire; provided that such a reserve shall only be imposed when the price of relevant metals (including aluminum, stainless steel and carbon) on the London Metal Exchange has dropped at least 5% since the delivery of the immediately prior Borrowing Base Certificate and shall be extinguished upon delivery of the next Borrowing Base Certificate;

(e) a reserve for estimated scrap losses related to custom plates in an amount determined in a manner consistent with the relevant Borrower’s or Canadian Subsidiary Guarantor’s, as applicable, past accounting practices;

(f) a reserve in the amount of general ledger adjustments reflecting changes in Value of Qualified Inventory based on the results of a physical inventory to the extent such adjustments have not also been made to the applicable Borrower’s or Canadian Subsidiary Guarantor’s, as applicable, perpetual inventory system; and

(g) such other reserves as may reasonably be deemed appropriate by Administrative Agent in its reasonable Credit Judgment.

Investment – means any investment in any Person, whether by means of share purchase, capital or other contribution, loan or other extension of credit, guaranty, 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 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.

IRS – means the Internal Revenue Service and any Governmental Authority succeeding to any of its principal functions under the Code.

Issuer Documents – means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the Issuing Bank and the applicable Borrower (or any Subsidiary of a Borrower) or in favor the Issuing Bank and relating to such Letter of Credit.

Issuing Bank – means (i) Bank of America or an Affiliate of Bank of America regarding Letters of Credit in favor of U.S. Borrowers and Bank of America-Canada Branch regarding Canadian Letters of Credit in favor of Canadian Borrower, (ii) any other Lender that becomes an Issuing Bank pursuant to Section 2.3.13 in their capacity as issuers of Letters of Credit, and their successors in such capacity as provided by Section 2.3.14; provided that such Lender (x) executes and delivers an instrument satisfactory in form and substance to the Administrative Agent accepting the benefits and agreeing to perform the obligations of an Issuing Bank hereunder and (y) if such Lender will be an Issuing Bank with respect to any Canadian Letters of Credit, except when an Event of Default has occurred and is continuing, is a Canadian Resident and (iii) solely with respect to the applicable Existing Letters of Credit listed on Schedule 4, US Bank, N.A.

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Issuing Bank Indemnitees – means Issuing Bank and its affiliates and current and future officers, directors, employees, affiliates, agents and attorneys.

ISP – means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law and Practice (or such later version thereof as may be in effect at the time of issuance).

Joint Ventures – means Coryer, S.A. de C.V., Tata Ryerson Limited, VSC-Ryerson China Limited, Irons Metals Processing LLC and any other joint business arrangement or undertaking by a Borrower with a third party (other than another Borrower or a Guarantor) involving a sharing of profits and liabilities by the parties, whether constituting under Applicable Law a partnership, joint venture or other legal status.

L/C Advance – means, with respect to each U.S. Revolver Lender or Canadian Revolver Lender, as applicable, that Lender’s funding of its participation in any L/C Borrowing in accordance with its U.S. Revolver Percentage or Canadian Revolver Percentage, as applicable.

L/C Borrowing – means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a U.S. Revolver Borrowing or Canadian Revolver Borrowing, as applicable.

L/C Credit Extension – means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or an amendment to or increase of the amount thereof.

L/C Obligations – means, collectively, the U.S. L/C Obligations and the Canadian L/C Obligations.

Lender Indemnitee – means a Lender in its capacity as a lender under this Agreement and its respective affiliates and current and future officers, directors and agents.

Lenders – means the Canadian Revolver Lenders and the U.S. Revolver Lenders and as the context requires, includes the Swing Line Lender.

Lending Office – means, as to any Lender, the office or offices of that Lender described as such in that Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrowers and Administrative Agent.

Letter of Credit – means any letter of credit issued hereunder and shall include the Existing Letters of Credit. A Letter of Credit may be a commercial letter of credit or a standby letter of credit.

Letter of Credit Application – means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the Issuing Bank.

Letter of Credit Expiration Date – means the day that is seven days prior to the Maturity Date (or, if such day is not a Business Day, the next preceding Business Day).

Letter of Credit Fee – has the meaning specified in Section 2.3.9.

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LIBOR Lending Office – means with respect to a U.S. Revolver Lender, the office designated as a LIBOR Lending Office for such U.S. Revolver Lender on Schedule 2 hereof (or on any Assignment and Acceptance, in the case of an assignee) and such other office of such U.S. Revolver Lender or any of its Affiliates that is hereafter designated by written notice to Administrative Agent.

LIBOR Loan – means a Canadian LIBOR Loan or a U.S. LIBOR Loan.

Lien – means any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on common law, statute or contract. The term “Lien” shall also include security interests, hypothecations, security assignments, pledges, statutory trusts, deemed trusts, reservations, exceptions, encroachments, easements, rights-of-way, servitudes, covenants, conditions, restrictions, leases pursuant to which the owner of the Property is the lessor, and other title exceptions and encumbrances affecting Property. For the purpose of this Agreement, a Borrower shall be deemed to be the owner of any Property which it has acquired or holds subject to a conditional sale agreement or other arrangement pursuant to which title to the Property has been retained by or vested in some other Person for security purposes.

Lien Waiver – means an agreement duly executed in favor of Administrative Agent or Canadian Agent, as applicable, in form and content acceptable to Administrative Agent, by which (i) for locations leased by a Borrower and at which any Collateral is located, an owner of premises upon which any Collateral of a Borrower is located agrees to waive or subordinate any Lien it may have with respect to such Collateral in favor of Administrative Agent’s or Canadian Agent’s, as applicable, Lien therein and to permit Administrative Agent or Canadian Agent, as applicable, to enter upon such premises and remove such Collateral or to use such premises to store or dispose of such Collateral for up to 60 days upon continued payment of rent and other charges, or (ii) for locations at which any Borrower places Inventory with a warehouseman or a processor, such warehouseman or processor agrees to waive or subordinate any Lien it may have with respect to such Collateral in favor of Administrative Agent’s Lien or Canadian Agent’s Lien, as applicable, therein and to permit Administrative Agent or Canadian Agent, as applicable, to enter upon such premises and remove such Collateral or to use such premises to store or dispose of such Collateral for up to 60 days upon continued payment of rent and other charges.

Loan – means an extension of credit by a Lender to a Borrower under Section 2 in the form of a U.S. Revolver Loan, a Canadian Revolver Loan, a Canadian Swing Line Loan, a U.S. Swing Line Loan or an Agent Advance.

Loan Account – means the loan account established by each Lender on its books pursuant to Section 5.8 of this Agreement.

Margin Stock – shall have the meaning ascribed to it in Regulation U and by the Board of Governors.

Material Adverse Effect – means the effect of any event, condition, action, omission or circumstance, which, alone or when taken together with other events, conditions, actions, omissions or circumstances occurring or existing concurrently therewith, (i) has or could reasonably be expected to have a material adverse effect upon the business, operations, Properties (including the Collateral) or condition (financial or otherwise) of Borrowers taken as a whole; (ii) has or could be reasonably expected to have any material adverse effect upon the validity or enforceability of this Agreement or any of the other Credit Documents or the ability of Administrative Agent, Canadian Agent or any Lender to realize upon any of the Collateral or to enforce or collect the Obligations; or (iii) has any material adverse effect, upon the Liens of Administrative Agent or Canadian Agent with respect to the Collateral or the priority of any such Liens.

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Material Contract – means an agreement to which a Borrower is a party (other than the Credit Documents) (i) which is deemed to be a material contract as provided in Regulation S-K promulgated by the SEC under the Securities Act of 1933 or (ii) for which breach, termination, cancellation, nonperformance or failure to renew could reasonably be expected to have a Material Adverse Effect.

Maturity Date – means October 18, 2012.the earliest of (a) March 14, 2016, (b) the date that occurs 90 days prior to the scheduled maturity date of the Ryerson Inc. Floating Rate Senior Secured Notes due November 1, 2014 if such notes are then outstanding and (c) the date that occurs 90 days prior to the scheduled maturity date of the Ryerson Inc. Senior Secured Notes due November 1, 2015 if such notes are then outstanding.

Merger Agreement – has the meaning set forth in the recitals to thismeans the Agreement and Plan of Merger dated as of July 24, 2007 (including the schedules and exhibits thereto) among Ryerson, Parent and Merger Sub.

Merger Sub – has the meaning set forth in the preamble to this Agreement.

MLPFSI – means Merrill Lynch, Pierce Fenner & Smith Incorporated, and its successors and assigns.

Moody’s – means Moody’s Investors Service, Inc. or any successor to the business of such company in the rating of securities.

Multi-employer Plan – means a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA which is or was at any time during the current year or the immediately preceding six (6) years contributed to or required to be contributed to by any Borrower, or any Person for which any Borrower may have any direct or indirect liability or with respect to which any Borrower or Subsidiary could incur liability. For greater certainty, “Multi-employer Plan” does not include any Canadian Pension Plan.

NOLV Percentage – means the net orderly liquidation value of Inventory, expressed as a percentage of the Value of Borrowers’ Inventory, expected to be realized at an orderly, negotiated sale held within a reasonable period of time, net of all liquidation expenses, as determined from the most recent Qualified Appraisal of Borrowers’ Inventory performed by a Qualified Appraiser.

Non-U.S. Subsidiary – means a Subsidiary of Parent (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 – means a Note to be executed by the relevant Borrower(s) in favor of a Lender in the form of Exhibit A or Exhibit B, as the case may be, in each case attached hereto, which shall be in the face amount of such Lender’s U.S. Commitment or Canadian Commitment, as the case may be, and which shall evidence all Loans made by such Lenders to a Borrower pursuant to this Agreement.

Notice of Borrowing – means a notice substantially in the form of Exhibit D signed by an Authorized Employee of the applicable Borrower.

Obligations – means all (a) principal of and premium, if any, on the Loans, (b) L/C Obligations and other obligations of Obligors with respect to Letters of Credit, (c) interest, expenses, fees and other sums payable by Obligors under Credit Documents, (d) obligations of Obligors under any

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indemnity for Claims, (e) Extraordinary Expenses, (f) Bank Product Debt, and (g) other Debts, obligations and liabilities of any kind owing by Obligors pursuant to the Credit Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several.

Obligor – means each Borrower, each Guarantor, and any other Person that is at any time contractually liable for the payment of the whole or any part of any of the Obligations or that has granted in favor of Administrative Agent or Canadian Agent a Lien upon any of such Person’s assets to secure payment of any of the Obligations.

Ordinary Course of Business – means with respect to any transaction involving any Person, the ordinary course of such Person’s business as undertaken by such Person in good faith and not for the purpose of evading any covenant or restriction in any Credit Document.

Organization Documents – means with respect to any Person, its charter, certificate or articles of incorporation, bylaws, articles of organization, operating agreement, members agreement, partnership agreement, voting trust, or similar agreement or instrument governing the formation or operation of such Person.

Original Credit Agreement – has the meaning given in the recitals hereto.

OSHA – means the Occupational Safety and Health Act of 1970.

Other Agreements – means the Intercreditor Agreement and each Note, the Fee Letter, the Engagement and Fee Letter, the GE Amendment No. 1 Fee Letter, the Wells Amendment No. 1 Fee Letter, Lien Waivers, Interest Rate Contracts or other Hedging Agreements with Bank of America, any Lender or any of their respective branches or Affiliates and any and all agreements, instruments and documents (other than this Agreement and the Security Documents) heretofore, now or hereafter executed by any Obligor or any other Person and delivered to any Agent, any Collateral Agent or any Lender in respect of the transactions contemplated by this Agreement.

Other Taxes – means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made under any Credit Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Credit Document.

Out-of-Formula Condition – means a Canadian Out-of-Formula Condition or a U.S. Out-of-Formula Condition, as applicable.

Out-of-Formula Loan – means a Canadian Out-of-Formula Loan or a U.S. Out-of-Formula Loan, as applicable.

Outside Processor – means any Person that provides processing services with respect to Qualified Inventory owned by a Borrower and on whose premises Qualified Inventory is located, which premises are neither owned nor leased by an Obligor.

Outstanding Amount – means (a) with respect to the U.S. Revolver Loans, the Canadian Revolver Loans, the Canadian Swing Line Loans, the U.S. Swing Line Loans and Agent Advances on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of the U.S. Revolver Loans, the Canadian Revolver Loans, the Canadian

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Swing Line Loans, the U.S. Swing Line Loans or Agent Advances, as the case may be, occurring on such date; (b) with respect to any U.S. L/C Obligations on any date, the amount of such U.S. L/C Obligations on such date after giving effect to any related L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the U.S. L/C Obligations as of such date, including as a result of any reimbursements by a U.S. Borrower of Unreimbursed Amounts with respect to any U.S. Letter of Credit; and (c) with respect to any Canadian L/C Obligations on any date, the amount of such Canadian L/C Obligations on such date after giving effect to any related L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the Canadian L/C Obligations as of such date, including as a result of any reimbursements by a Canadian Borrower of Unreimbursed Amounts with respect to any Canadian Letter of Credit.

Parent – has the meaning set forth in the recitals to this Agreement.means Ryerson Holding Corporation.

Participant – has the meaning specified in Section 14.1(d).

Participating Lender – means each Lender that has an undivided interest and participation in an L/C Obligation.

Payment Conditions – means each of the following conditions precedent, the satisfaction of each of which, as determined by Administrative Agent, shall be required before specified Distributions, Permitted Investments or repurchases, redemptions or repayments of Subordinated Debt may be made by an Obligor:

(a) no Default or Event of Default exists at such time or would result from such Distribution, Permitted Investments or repurchases, redemptions or repayments of Subordinated Debt;

(b) (i) Pro Forma Excess Availability after giving effect to suchany Distribution, Permitted InvestmentsInvestment (other than a Business Acquisition) or repurchases, redemptions or repayments of Subordinated Debt is not less than $175,000,000225,000,000 or, if Pro Forma Excess Availability after giving effect to such Distribution, Permitted InvestmentsInvestment (other than a Business Acquisition) or repurchases, redemptions or repayments of Subordinated Debt is less than $175,000,000,225,000,000, each of the following conditions is satisfied: (1) Pro Forma Excess Availability is not less than $135,000,000the greater of (x) fifteen percent (15%) of the lesser of (i) the aggregate Commitments and (ii) the Total Borrowing Base and (y) $180,000,000 and (2) the Consolidated Fixed Charge Coverage Ratio as calculated and presented to the Administrative Agent on the most recent Compliance Certificate required pursuant to Section 10.1.3 is not less than 1.1 to 1.0 on a pro forma basis, and

(ii) Pro Forma Excess Availability after giving effect to any Business Acquisition is not less than $200,000,000 or, if Pro Forma Excess Availability after giving effect to such Business Acquisition is less than $200,000,000, each of the following conditions is satisfied: (1) Pro Forma Excess Availability is not less than the greater of (x) twelve and one-half percent (12.5%) of the lesser of (i) the aggregate Commitments and (ii) the Total Borrowing Base and (y) $150,000,000 and (2) the Consolidated Fixed Charge Coverage Ratio as calculated and presented to the Administrative Agent on the most recent Compliance Certificate required pursuant to Section 10.1.3 is not less than 1.1 to 1.0 on a pro forma basis; and

(c) Borrowers, taken as a whole, are Current in their accounts payable.

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Payment in Full or Full Payment or Paid in Full – means with respect to (i) any non-Contingent Obligations, the indefeasible payment in full, in cash (in U.S. Dollars in the case of Obligations under the U.S. Revolver and in U.S. Dollars or Canadian Dollars in the case of Obligations under the Canadian Revolver), of such Obligations, including all interest, fees and other charges payable in connection therewith under any of the Credit Documents, whether such interest, fees or other charges accrue or are incurred prior to or during the pendency of an Insolvency Proceeding and whether or not any of the same are allowed or recoverable in any bankruptcy case pursuant to Section 506 of the Bankruptcy Code or any other Debtor Relief Laws or otherwise; with respect to any L/C Obligations represented by undrawn Letters of Credit and Bank Product Debt (including Debt arising under Hedging Agreements), the Cash Collateralization with respect thereto; and (ii) any Obligations that are contingent in nature (other than Obligations consisting of L/C Obligations or Bank Product Debt), such as a right of Administrative Agent, Canadian Agent, any Collateral Agent or a Lender to reimbursement or indemnification by any Obligor, the depositing of cash with Agents in an amount equal to 100% of any such Obligations that have been liquidated or, if such Obligations are unliquidated in amount and represent a claim which has been asserted against Administrative Agent, Canadian Agent, any Collateral Agent or a Lender and for which an indemnity has been provided by Borrowers in any of the Credit Documents, in an amount that is equal to such claim or Administrative Agent’s good faith estimate of such claim. None of the Loans shall be deemed to have been paid in full until all Commitments related to such Loans have expired or been terminated.

Payment Items – means all checks, drafts, or other items of payment payable to a Borrower, including proceeds of any of the Collateral.

PBGC – means the Pension Benefit Guaranty Corporation or any Governmental Authority succeeding to the functions thereof.

Pension Plan – means a pension plan other than a Multi-employer Plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA or subject to the minimum funding standards of Section 412 of the Code or Section 302 of ERISA which is maintained, sponsored, contributed to or required to be contributed to by a Borrower or any Person for which any Borrower may have any direct or indirect liability for contributions, or with respect to which a Borrower or Subsidiary could incur liability. For greater certainty, “Pension Plan” does not include any Canadian Pension Plan.

Permitted Affiliates – means the Joint Ventures existing on the date hereofClosing Date and listed on Schedule 5 hereto attached hereto and any Joint Ventures created or acquired after the date hereofClosing Date and permitted pursuant to the terms of the Credit Documents.

Permitted Contingent Obligations – means Contingent Obligations arising from endorsements of Payment Items for collection or deposit in the Ordinary Course of Business; Contingent Obligations of any Borrower and its Subsidiaries existing as of the Closing Date that have been disclosed to Administrative Agent, including extensions and renewals thereof that do not increase the amount of such Contingent Obligations as of the date of such extension or renewal; Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to Administrative Agent title insurance policies; Contingent Obligations arising under customary indemnity provisions included in contracts entered into in the Ordinary Course of Business; Contingent Obligations consisting of reimbursement obligations from time to time owing by any Borrower to the Issuing Bank with respect to Letters of Credit (but in no event to include, reimbursement obligations at any time owing by a Borrower to any other Person that may issue letters of credit for the account of Borrowers); and other Contingent Obligations not to exceed $75,000,000 in the aggregate at any time.

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Permitted Distributions – means payments by Ryerson of, or Distributions by Ryerson to Parent to be used by Parent to pay (without duplication) (i) Permitted Platinum Payments, (ii) ordinary operating expenses of Parent (excluding, in any event, any payment in respect of Debt except as expressly permitted herein), (iii) to the extent actually used by Parent to pay such taxes, costs and expenses, payments by Borrowers to or on behalf of Parent in an amount sufficient to pay franchise taxes and other fees required to maintain the legal existence of Parent, (iv) Permitted Tax Distributions by Borrowers to Parent, so long as Parent uses such distributions to pay its Taxes and (v) repurchases of stock options and other equity interests from present and former employees, officers and directors not to exceed (i) $2,000,000 in any Fiscal Year and (ii) $10,000,000 in the aggregate since the Closing Date.

Permitted Investment – has the meaning ascribed to such term in Section 10.2.12 of this Agreement.

Permitted Lien – has the meaning provided in Section 10.2.5 of this Agreement.

Permitted Platinum Payments – means payments of management fees and reasonable expense reimbursements by Ryerson or Parent to Platinum or one of its Affiliates pursuant to a management fee agreement satisfactory to Administrative Agent and BASMLPFSI; provided that (i) such fees shall be due and payable on a quarterly basis, (ii) the amount of such fees shall not exceed $5,000,000 in the aggregate per Fiscal Year of Borrower Agent and (iii) no Distribution in respect of such fees shall be permitted after the occurrence and during the continuation of a Default or Event of Default; provided that any such fees that are suspended, including pursuant to this clause (iii), shall only be deferred and may be paid when no Default or Event of Default exists, notwithstanding the limitation set forth in clause (ii) of this definition.

Permitted Purchase Money Debt – means Purchase Money Debt of Borrowers and their Subsidiaries which is incurred after the date of this AgreementClosing Date and that is secured by no Lien or only by a Purchase Money Lien; provided that the aggregate amount of Purchase Money Debt outstanding at any time does not exceed $50,000,000. For the purposes of this definition, the principal amount of any Purchase Money Debt, consisting of capitalized leases shall be computed as a Capitalized Lease Obligation.

Permitted Tax Distributions – means Distributions by Borrowers to Parent in order to pay consolidated or combined federal, state or local income taxes attributable to the income of Borrowers and their respective Subsidiaries that are not payable directly by Borrowers or any of their respective Subsidiaries, which Distribution shall not exceed the lesser of (i) the tax liabilities that would have been payable by Borrowers and their respective Subsidiaries on a stand-alone basis and (ii) the actual consolidated or combined income tax liabilities of the Parent group (in each case, reduced by any such Taxes paid directly by Borrowers and their respective Subsidiaries).

Person – means an individual, partnership, corporation, limited liability company, limited liability partnership, joint stock company, land trust, business trust, or unincorporated organization, or a Governmental Authority.

Plan – means an employee benefit plan (as defined in Section 3(3) of ERISA) that is maintained or contributed to by a Borrower or any Subsidiary (or with respect to an employee benefit plan subject to Title IV of ERISA, a Borrower, or any Person for which any Borrower may have any direct or indirect liability) or with respect to which a Borrower or a Subsidiary could incur liability, other than a Canadian Benefit Plan. For greater certainty, “Plan” does not include any Canadian Benefit Plan or Canadian Pension Plan.

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Platinum – means Platinum Equity Advisors, LLC, a Delaware limited liability company, and its Controlled Investment Affiliates.

PPSA – means the Personal Property Security Act of Ontario (or any successor statute) or similar legislation (including, without limitation, the Civil Code of Quebec) of any other jurisdiction, the laws of which are required by such legislation to be applied in connection with the issue, perfection, enforcement, validity or effect of security interests.

Pro Forma Excess Availability – means, on any date of determination, Availability after giving pro forma effect to the payment of any Distribution or other payment by a Borrower.

Pro Rata – means a share of or in all Loans, participations in L/C Obligations, liabilities, payments, proceeds, collections, Collateral and Extraordinary Expenses, which share for any Lender on any date shall be a percentage (expressed as a decimal, rounded to the ninth decimal place) arrived at by (a) while any Commitments are outstanding dividing the amount of the Commitment of such Lender on such date by the aggregate amount of the Commitments of all Lenders on such date and (b) at any other time, dividing the amount of such Lender’s Loans and L/C Obligations by the aggregate amount of all outstanding Loans and L/C Obligations.

Projections – means (i) prior to the Closing Date and thereafter until Administrative Agent and Lenders receive new projections pursuant to Section 10.1.5 hereof, the projections of Borrowers’ financial condition, results of operations, cash flow and projected Availability, prepared on a quarterly basis for the Fiscal Year ending December 31, 2008, and on an annual basis thereafter through December 31, 2010 as most recently delivered to Administrative Agent on or before the Closing Date; and (ii) thereafter, the projections most recently received by Administrative Agent and Lenders pursuant to and as required by Section 10.1.5 hereof.

Properly Contested – means in the case of any obligation of a Borrower for Taxes or other governmental assessments or claims that could result in a Lien, which is not paid as and when due or payable by reason of such Borrower’s bona fide dispute concerning its liability to pay same or concerning the amount thereof, (i) such obligation is being properly contested in good faith by appropriate proceedings promptly instituted and diligently conducted; (ii) such Borrower has established appropriate reserves as shall be required in conformity with GAAP; (iii) the non-payment of such obligation, individually or in the aggregate with other non-payment of obligations due and payable, will not have a Material Adverse Effect and will not result in a forfeiture of any assets of such Borrower; (iv) no Lien is imposed upon any of such Borrower’s assets with respect to such obligation unless such Lien is at all times junior and subordinate in priority to the Liens in favor of Administrative Agent and Canadian Agent (except only with respect to property taxes that have priority as a matter of applicable state law and with respect to Liens securing obligations that do not exceed in the aggregate with respect to all such obligations $1,000,000 per Fiscal Year, unless otherwise consented to by Administrative Agent in its sole discretion) or enforcement of such Lien is stayed (or if such obligation is fully bonded, no enforcement action has been commenced against any of the Collateral) during the period prior to the final resolution or disposition of such dispute; (v) if the obligation results from, or is determined by the entry, rendition or issuance against a Borrower or any of its assets of, a judgment, writ, order or decree, enforcement of such judgment, writ, order or decree is stayed pending a timely appeal or other judicial review or if such obligation is fully bonded, no enforcement action has been commenced against any of the Collateral; and (vi) if such contest is abandoned, settled or determined adversely (in whole or in part) to such Borrower, such Borrower forthwith pays such obligation and all penalties, interest and other amounts due in connection therewith.

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Property – means any interest in any kind of property or asset, whether real, personal or mixed and whether tangible or intangible.

Purchase Money Debt – means and includes (i) Debt (other than the Obligations but including Capitalized Lease Obligations) for the payment of all or any part of the purchase price, or the cost of construction or improvement, of any fixed assets, (ii) any Debt (other than the Obligations but including Capitalized Lease Obligations) incurred at the time of or within one hundred eighty (180) days prior to or after the acquisition or completion of construction or improvement of any property, plant or equipment, as applicable, for the purpose of financing all or any part of the cost thereof, and (iii) any renewals, extensions or refinancings (but not any increases in the principal amounts) thereof outstanding at the time.

Purchase Money Lien – means a Lien upon property, plant or equipment, which secures Purchase Money Debt, but only if such Lien shall at all times be confined solely to the property, plant or equipment (and the proceeds thereof) acquired through the incurrence of the Purchase Money Debt secured by such Lien.

Qualified Accounts – means, with respect to any Borrower, all Accounts that are directly created by such Borrower in the Ordinary Course of Business arising out of the sale of goods or rendition of services by such Borrower and for which an invoice has been sent to the applicable Account Debtor; provided that, except during a period of 90 days after a Business Acquisition with respect to Accounts acquired in such Business Acquisition that, taken together with Qualified Inventory acquired in such Business Acquisition, do not exceed 5% of the Total Borrowing Base immediately prior to such Business Acquisition, no Accounts acquired in connection with a Business Acquisition shall be considered for inclusion as Qualified Accounts until the Acquired Accounts Eligibility Requirement with respect to such Accounts shall have been satisfied.

Qualified Appraisal – means for the purpose of determining the net orderly liquidation value of Eligible Inventory on any date, a written appraisal that is prepared by a Qualified Appraiser, that sets forth the Qualified Appraiser’s estimate of the net orderly liquidation value (net of, among other things, liquidation expenses) of the Eligible Inventory that is the subject of the appraisal and that provides an evaluation opinion as of the date that is no earlier than ninety (90) days prior to the date on which such appraisal is delivered.

Qualified Appraiser – means a Person (other than an officer, agent, director, employee or Affiliate of a Borrower) who has sufficient qualifications, experience and credentials to give an evaluation opinion with respect to Collateral and who is otherwise satisfactory to Administrative Agentthe Collateral Agents in itstheir reasonable Credit Judgment.

Qualified Inventory – means, with respect to any Borrower, all Inventory that is owned solely by such Borrower and as to which such Borrower has good, valid and marketable and (subject to the immediately succeeding sentence) unencumbered title; provided that, except during a period of 90 days after a Business Acquisition with respect to Inventory acquired in such Business Acquisition that, taken together with Qualified Accounts acquired in such Business Acquisition, does not exceed 5% of the Total Borrowing Base immediately prior to such Business Acquisition, 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 Borrower has any direct or indirect ownership interest or title and (b) excludes Inventory that is subject to any Lien other than Liens permitted pursuant to SectionSections 10.2.5(i), (ii), (iii), (v), (vi) and (viii).

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Qualifying IPO – means the issuance by Parent or any direct or indirect parent of Parent of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act of 1933, as amended (whether alone or in connection with a secondary public offering).

RCRA – means the Resource Conservation and Recovery Act (42 U.S.C. §§ 6991-699li) and all rules and regulations promulgated pursuant thereto.

Real Estate – means all right, title and interest of Borrowers (whether as owner, lessor or lessee) at any time or times held by Borrowers in any real Property or any buildings, structures, parking areas or other improvements thereon (but excluding office leases for locations that do not involve manufacturing, warehousing or distribution activities or do not have any Inventory or Equipment (other than office equipment) at such locations).

Refinancing Conditions – means the following conditions for Refinancing Debt: (a) it is in an aggregate principal amount that does not exceed the principal amount of the Debt being extended, renewed or refinanced (plus accrued and unpaid interest, any premium and associated reasonable expenses); (b) it has a final maturity no sooner than, a weighted average life no less than, and an interest rate no greater than, the Debt being extended, renewed or refinanced; (c) it is subordinated to the Obligations at least to the same extent as the Debt being extended, renewed or refinanced; (d) no additional Lien is granted to secure it except in the case of refinancings, other Liens covering the property and assets that were subject to Liens permitted hereunder securing the Debt being refinanced; (e) no additional Person is obligated on such Debt; and (f) upon giving effect to it, no Default or Event of Default exists.

Refinancing Debt – means Borrowed Money that is the result of an extension, renewal or refinancing of Debt permitted under Section 10.2.3(ii)(a), (vi), (vii) or (viii).

Register – means the register maintained by Administrative Agent in accordance with Section 5.8.2 of this Agreement.

Related Parties – means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

Release – means any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing or migrating of any Hazardous Material in, into, onto or through the Environment.

Reportable Event – means any of the events set forth in Section 4043(b) of ERISA.

Required Canadian Revolver Lenders – means, as of any date of determination, Canadian Revolver Lenders holding more than 50% of the sum of the (a) Canadian Revolver Outstandings (with the aggregate amount of each Canadian Revolver Lender’s risk participation and funded participation in L/C Obligations and Canadian Swing Line Loans being deemed “held” by such Canadian Revolver Lender for purposes of this definition) and (b) aggregate unused Canadian Revolver Commitments; provided that the unused Canadian Revolver Commitment of, and the portion of the Canadian Revolver Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Canadian Revolver Lenders.

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Required Lenders – means, as of any date of determination, Lenders holding more than 50% of the sum of the (a) U.S. Revolver Outstandings and Canadian Revolver Outstandings (with the aggregate amount of each U.S. Revolver Lender’s risk participation and funded participation in U.S. L/C Obligations, U.S. Swing Line Loans and Agent Advances being deemed “held” by such U.S. Revolver Lender for purposes of this definition and with the aggregate amount of each Canadian Revolver Lender’s risk participation and funded participation in L/C Obligations and Canadian Swing Line Loans being deemed “held” by such Canadian Revolver Lender for purposes of this definition) and (b) the sum of (i) the aggregate unused U.S. Revolver Commitments, and (ii) the aggregate unused Canadian Revolver Commitments; provided that the unused U.S. Revolver Commitment and the unused Canadian Revolver Commitment of, and the portion of the U.S. Revolver Outstandings and Canadian Revolver Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

Required U.S. Revolver Lenders – means, as of any date of determination, U.S. Revolver Lenders holding more than 50% of the sum of the (a) U.S. Revolver Outstandings (with the aggregate amount of each U.S. Revolver Lender’s risk participation and funded participation in U.S. L/C Obligations, U.S. Swing Line Loans and Agent Advances being deemed “held” by such U.S. Revolver Lender for purposes of this definition) and (b) aggregate unused U.S. Revolver Commitments; provided that the unused U.S. Revolver Commitment of, and the portion of the U.S. Revolver Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required U.S. Revolver Lenders.

Reserve Percentage – means the reserve percentage (expressed as a decimal, rounded upward to the nearest 1/8th of 1%) applicable to member banks under regulations issued from time to time by the Board of Governors for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”).

Response – means (a) “response” as such term is defined in CERCLA, 42 U.S.C. § 9601(24), and (b) all other actions required by any Governmental Authority or voluntarily undertaken to (i) investigate, clean up, remove, treat, abate, monitor or in any other way address any Hazardous Material in the Environment; (ii) prevent the Release or threat of Release, or minimize the further Release, of any Hazardous Material; or (iii) perform studies and investigations in connection with, or as a precondition to, clause (i) or (ii) above.

Restricted Investment – means any acquisition of Property by a Borrower or any of its Subsidiaries in exchange for cash or other Property, whether in the form of an acquisition of Equity Interests or Debt, or the purchase or acquisition by such Borrower or any of its Subsidiaries of any other Property, or a loan, advance, capital contribution or subscription, except acquisitions of the following: (i) assets to be used in the Ordinary Course of Business of such Borrower or any of its Subsidiaries so long as the acquisition costs thereof constitute Capital Expenditures permitted hereunder; (ii) inventory held for sale or lease or to be used in the manufacture of goods or the provision of services by such Borrower or any of its Subsidiaries in the Ordinary Course of Business; (iii) Current Assets arising from the sale or lease of goods or the rendition of services in the Ordinary Course of Business of such Borrower or any of its Subsidiaries; and (iv) Cash Equivalents to the extent they are not subject to rights of offset in favor of any Person other than an Agent or a Lender.

Restrictive Agreement – means an agreement (other than any of the Credit Documents) that, if and for so long as a Borrower or any Subsidiary of such Borrower is a party thereto, would prohibit, condition or restrict such Borrower’s or Subsidiary’s right to incur or repay Debt (including any

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of the Obligations); grant Liens upon any of such Borrower’s or Subsidiary’s assets (including Liens granted in favor of Administrative Agent and Canadian Agent pursuant to the Credit Documents); declare or make Distributions or other Upstream Payments; amend, modify, extend or renew any agreement evidencing Debt (including any of the Credit Documents); or repay any Debt owed to another Borrower.

Ryerson – has the meaning set forth in the preamble to this Agreement.

Ryerson Canada – has the meaning set forth in the preamble to this Agreement.

Ryerson Convertible Notes — means Ryerson’s $175.0 million aggregate principal amount of 3.5% Convertible Senior Notes due 2014.

Ryerson & Son – has the meaning set forth in the preamble to this Agreement.

S&P – means Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc., or any successor to the business of such division in the rating of securities.

Schedule of Accounts – has the meaning set forth in Section 8.2.1 of this Agreement.

SEC – means Securities and Exchange Commission.

Secured Parties – means the Canadian Secured Parties and the U.S. Secured Parties.

Security Documents – means the U.S. Security Documents and the Canadian Security Documents.

Senior Officer – means the chairman of the board of directors, the president or the chief financial officer, chief accounting officer, controller or treasurer of, or in-house legal counsel to, a Borrower.

Senior Secured Notes – means $575,000,000 of Senior Secured Notes issued by Ryerson pursuant to the Senior Secured Notes Indenture.

Senior Secured Notes Indenture – means the indenture under which the Senior Secured Notes are issued.

Shorts Inventory – means, with respect to any Borrower, Qualified Inventory classified by such Borrower as partial Inventory pieces, on the basis that the Inventory has been cut below sales lengths customary for such Borrower’s Qualified Inventory.

Significant Subsidiary – means any Subsidiary which, at the time of determination, is a “significant subsidiary,” as such term is defined on the date of this AgreementClosing Date in Regulation S-X of the Securities and Exchange Commission, except that “5 percent” shall be substituted for “10 percent” in each place where it appears in such definition of “significant subsidiary.”

Slow Moving Inventory – means, with respect to any Borrower, (a) an amount equal to the Value of such Borrower’s Qualified Inventory (i) that (A) is classified by such Borrower as stock Inventory and (B) has turnover which is calculated to be less than once during any Fiscal Year using such Borrower’s historical and current accounting practices, or that has not sold or beenBorrower as stock inventory (measured on a stock keeping unit by stock keeping unit basis) (A) that (i) has not been sold or processed within a one-year180 day period or (ii) of which there isand (ii) which is calculated to have

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more than a one-year365 days of supply based upon the immediately preceding 12 months’ purchases (measured on a stock keeping unit by stock keeping unit basis) and (b) upon full implementation of SAP as determined by Administrative Agent in consultation with Borrower Agent,6 months of consumption, or (B) to the extent days of supply data in (ii) above is not available then an amount equal to the Value of such Borrower’s Qualified Inventory equal to the amount by which current Value of Inventory exceeds purchases of Inventory for the immediately preceding 12-month period, classified by Borrower as stock inventory (measured on a stock keeping unit by stock keeping unit basis) which has not been sold or processed within the prior 365 day period.

Solvent – means as to any Person, such Person (i) owns Property whose fair saleable value is greater than the amount required to pay all of such Person’s Debts (including contingent Debts), (ii) is able to pay all of its Debts as such Debts mature, (iii) has capital sufficient to carry on its business and transactions and all business and transactions in which it is about to engage, and (iv) is not “insolvent” within the meaning of Section 101(32) of the Bankruptcy Code or, with respect to Canadian Borrower or and Canadian Subsidiary Guarantors, is not an “insolvent person” within the meaning of the BIA.

SPC – has the meaning set forth in Section 14.1(h) of this Agreement.

Specified Equity Contribution – has the meaning set forth in Section 10.3.1 to this Agreement.

Subordinated Debt – means unsecured Debt incurred by an Obligor that is expressly subordinated and made junior to the payment and performance in full of the Obligations and contains terms and conditions (including terms relating to interest, fees, repayment and subordination) satisfactory to Administrative Agent and BASMLPFSI.

Subordination Agreements – means collectively any and all other debt subordination agreements or lien subordination agreements executed in favor of Administrative Agent and reasonably acceptable to Administrative Agent.

Subsidiary – means any Person in which more than 50% of its outstanding Voting Stock or more than 50% of all of its Equity Interests are owned directly or indirectly by a Borrower, by one or more other Subsidiaries of such Borrower or by a Borrower and one or more other Subsidiaries (other than Joint Ventures).

Swing Line Lender – means, as applicable, (i) Bank of America in its capacity as the provider of U.S. Swing Line Loans or (ii) Bank of America-Canada Branch in its capacity as the provider of Canadian Swing Line Loans, or any successor provider of U.S. Swing Line Loans or Canadian Swing Line Loans (which shall at all times be a Canadian Resident, except when an Event of Default has occurred and is continuing), as applicable, hereunder.

Syndication Agents – has the meaning set forth in the preamble to this Agreement.

Taxes – means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority including any interest, additions to tax or penalties applicable thereto.

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.

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Third-Party Warehouseman – means any Person on whose premises Qualified Inventory is located, which premises are neither owned nor leased by an Obligor, any customer of or Vendor to a Borrower, or an Outside Processor.

Total Borrowing Base – means the sum of the U.S. Borrowing Base and the Canadian Borrowing Base.

Transactions – means the Acquisition, the issuance of the Senior Secured Notes on the Closing Date pursuant to the Senior Secured Notes Indenture, the entering into and Borrowing under this Agreement, the entry into the other Credit Documents, the Equity Contributions, and the payment of fees, commissions and expenses related to each of the foregoing.

Trigger Event – has the meaning set forth in Section 10.3.1 of this Agreement.

Type – means any type of a Loan (i.e. U.S. Base Rate Loan, Canadian Prime Rate Loan, Canadian Base Rate Loan, BA Rate Loan, Canadian LIBOR Loan or U.S. LIBOR Loan) that is denominated in the same currency, has the same interest option and, in the case of LIBOR Loans or BA Rate Loans, the same Interest Period.

UCC – means the Uniform Commercial Code (or any successor statute) as adopted and in force in the State of New York or, when the laws of any other state govern the method or manner of the perfection or enforcement of any security interest in any of the Collateral, the Uniform Commercial Code (or any successor statute) of such state.

Unfinanced Capital Expenditures – means Capital Expenditures that are not Financed Capital Expenditures.

Unreimbursed Amounts – has the meaning set forth in Section 2.3.3.

Upstream Payment – means a payment or distribution of cash or other Property by a Subsidiary of a Borrower to such Borrower, whether in repayment of Debt owed by such Subsidiary to such Borrower, as a dividend or distribution on account of such Borrower’s ownership of Equity Interests or otherwise.

U.S. Availability – means on any date, the amount that U.S. Borrowers are entitled to borrow as U.S. Revolver Loans on such date, such amount being the difference derived when the aggregate principal amount of U.S. Revolver Outstandings (including any amounts that Administrative Agent or U.S. Revolver Lenders may have paid for the account of U.S. Borrowers pursuant to any of the Credit Documents and that have not been reimbursed by U.S. Borrowers) is subtracted from the lesser of (x) the aggregate U.S. Revolver Commitment then in effect and (y) the U.S. Borrowing Base on such date. If the amount outstanding is equal to or greater than the lesser of (x) the aggregate U.S. Revolver Commitment then in effect and (y) the U.S. Borrowing Base, on such date U.S. Availability is zero.

U.S. Base Rate – means the rate of interest announced by Bank of America from time to time as its prime rate. Such rate is a rate set by Bank of America based upon various factors including its costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

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U.S. Base Rate Loan – means a U.S. Revolver Loan that bears interest based on the U.S. Base Rate.

U.S. Borrower – means Ryerson, Ryerson & Son and each U.S. Subsidiary that becomes a “Borrower” hereunder after the Closing Date, as the context may require.

U.S. Borrowing Base – means on any date of determination thereof, an amount equal to (i) the sum of the Accounts Formula Amount attributable to all U.S. Borrowers plus the Inventory Formula Amount attributable to all U.S. Borrowers on such date minus (ii) the Availability Reserve to the extent attributable to U.S. Borrowers in Administrative Agent’sthe Collateral Agents’ reasonable Credit Judgment on such date; provided that after the Closing Date, Administrative Agentthe Collateral Agents may adjust the apportionment of the Availability Reserve between the U.S. Revolver and the Canadian Revolver in itstheir discretion.

U.S. Dollars and the sign $ – mean lawful money of the United States of America.

U.S. L/C Obligations – means, as at any date of determination, the aggregate amount available to be drawn under all outstanding U.S. Letters of Credit plus the aggregate of all Unreimbursed Amounts relating to U.S. Letters of Credit, including all L/C Borrowings relating to U.S. Letters of Credit. For all purposes of this Agreement, if on any date of determination a U.S. Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such U.S. Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

U.S. L/C Sublimit – means an amount equal to $200,000,000. The U.S. L/C Sublimit is part of, and not in addition to, the U.S. Revolver.

U.S. Letter of Credit – means a Letter of Credit issued hereunder by the Issuing Bank for the account of U.S. Borrowers.

U.S. LIBOR Loan – means a U.S. Revolver Loan, or portion thereof, during any period in which it bears interest at a rate based upon the applicable Adjusted LIBOR Rate.

U.S. Obligations – means all (a) principal of and premium, if any, on the U.S. Revolver Loans, U.S. Swingline Loans and Agent Advances, (b) U.S. L/C Obligations and other obligations of U.S. Obligors with respect to U.S. Letters of Credit, (c) interest, expenses, fees and other sums payable by U.S. Obligors under Credit Documents in respect of the foregoing, (d) obligations of U.S. Obligors under any indemnity for Claims arising from the foregoing, (e) Extraordinary Expenses in respect of the foregoing, (f) Bank Product Debt of U.S. Borrowers and any U.S. Subsidiary Guarantors, and (g) other Debts, obligations and liabilities of any kind owing by U.S. Obligors pursuant to the Credit Documents in respect of the foregoing, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several.

U.S. Obligors – means Parent, the U.S. Borrowers and the U.S. Subsidiary Guarantors.

U.S. Out-of-Formula Condition – has the meaning set forth in Section 2.5.1 of this Agreement.

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U.S. Out-of-Formula Loan – means a U.S. Revolver Loan made or existing when U.S. Out-of-Formula Condition exists or the amount of any U.S. Revolver Loan which, when funded, results in U.S. Out-of-Formula Condition.

U.S. Payment Account – means an account maintained by Administrative Agent to which all monies from time to time deposited to a Dominion Account constituting proceeds of Collateral considered in calculating the U.S. Borrowing Base shall be transferred and all other payments shall be sent in immediately available federal funds.

U.S. Revolver – means, at any time, the aggregate amount of the U.S. Revolver Commitments at such time.

U.S. Revolver Borrowing – means a borrowing consisting of simultaneous U.S. Revolver Loans of the same Type and, in the case of U.S. LIBOR Loans, having the same Interest Period made by each of the U.S. Revolver Lenders pursuant to Section 2.1.

U.S. Revolver Commitment – means at any date for any U.S. Revolver Lender, its obligation (a) to make U.S. Revolver Loans to U.S. Borrowers pursuant to Section 2.1.1, (b) to purchase participations in U.S. L/C Obligations, (c) to purchase participations in U.S. Swing Line Loans and (d) to purchase participations in Agent Advances, in an aggregate principal amount at any one time outstanding not to exceed the amount in U.S. Dollars set forth opposite such Lender’s name on Schedule 1 under the caption “U.S. Revolver Commitment” or opposite such caption in the Assignment and Acceptance pursuant to which that Lender becomes party hereto, as applicable, as such amount in U.S. Dollars may be adjusted from time to time in accordance with this Agreement. The aggregate U.S. Revolver Commitment on the ClosingAmendment No. 1 Effective Date is $1,200,000,000.1,215,000,000.

U.S. Revolver Lender – means, at any time, any financial institution from time to time party hereto as a “Lender” that has a U.S. Revolver Commitment at such time.

U.S. Revolver Loan – has the meaning specified in Section 2.1.1 and shall include any U.S. Out-of-Formula Loan unless the context otherwise requires.

U.S. Revolver Note – means a U.S. Revolver Note to be executed by U.S. Borrowers in favor of each U.S. Revolver Lender in the form of Exhibit A attached hereto, which shall be in the face amount of such U.S. Revolver Lender’s U.S. Revolver Commitment and which shall evidence all U.S. Revolver Loans made by such U.S. Revolver Lender to U.S. Borrowers pursuant to this Agreement.

U.S. Revolver Outstandings – means the aggregate Outstanding Amount of all U.S. Revolver Loans (including any U.S. Out-of-Formula Loans), U.S. Swing Line Loans, Agent Advances and U.S. L/C Obligations.

U.S. Revolver Percentage – means with respect to any U.S. Revolver Lender at any time, such U.S. Revolver Lender’s Applicable Percentage in respect of the U.S. Revolver at such time.

U.S. Secured Parties – means Administrative Agent, the Collateral Agents, U.S. Revolver Lenders, Issuing Bank as the issuer of U.S. Letters of Credit or and Bank of America, any Lender or any of their Affiliates as the obligee with respect to any Bank Product Debt.

U.S. Security Agreement – means the U.S. Guarantee and Security Agreement substantially in the form of Exhibit M-1.

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U.S. Security Documents – means the U.S. Security Agreement and each other security agreement, instrument or other document executed and delivered pursuant to this Agreement or any other Credit Document by a U.S. Borrower in favor of Administrative Agent or a Lender to secure the Obligations.

U.S. Subsidiary – means each Subsidiary of Parent, 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”,” each U.S. Subsidiary that, at any time after the Closing Date, became a Subsidiary Guarantor and each U.S. Subsidiary that, at any time after the Closing Date, shall, at any time after the date hereof, become a Subsidiary Guarantor pursuant to Section 3.5 of the U.S. Security Agreement.

U.S. Swing Line – means the revolving credit facility made available by the Swing Line Lender to U.S. Borrowers pursuant to Section 2.4.1.

U.S. Swing Line Borrowing – means a borrowing of a U.S. Swing Line Loan pursuant to Section 2.4.1.

U.S. Swing Line Loan – has the meaning specified in Section 2.4.1.

U.S. Swing Line Sublimit – means an amount equal to the lesser of (a) $100,000,000 and (b) the U.S. Revolver. The U.S. Swing Line Sublimit is part of, and not in addition to, the U.S. Revolver.

USA PATRIOT Act – means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272 (2001), as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

Value – means with reference to the value of Inventory, value as shown in the applicable Borrower’s or Subsidiary Guarantor’s perpetual inventory system, consistent with past practice.

Vendor – means a Person that sells Inventory to a Borrower.

Voting Securities – means Equity Interests of any class or classes of a corporation or other entity the holders of which are ordinarily, in the absence of contingencies, entitled to vote to elect a majority of the corporate directors or Persons performing similar functions.

Wells Amendment No. 1 Fee Letter – means the Fee Letter dated March 10, 2011 between Wells Fargo Capital Finance, LLC and Ryerson.

1.2. Accounting Terms. Unless otherwise specified herein, all terms of an accounting character used in this Agreement shall be interpreted, all accounting determinations under this Agreement shall be made, and all financial statements required to be delivered under this Agreement shall be prepared in accordance with GAAP, applied on a basis consistent with the most recent audited Consolidated financial statements of Borrowers and their respective Subsidiaries heretofore delivered to Agents and Lenders and using the same method for inventory valuation as used in such audited financial statements, except for any change required by GAAP; provided that if there occurs after the date of this AgreementClosing Date any change in GAAP that affects in any respect the calculation of the financial covenant contained in this Agreement, Administrative Agent and Borrower Agent shall negotiate in good faith amendments to the provisions of

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this Agreement that relate to the calculation of such covenant with the intent of having the respective positions of the Lenders and Borrowers after such change in GAAP conform as nearly as possible to their respective positions as of the date of this AgreementClosing Date and, until any such amendments have been agreed upon in writing by Administrative Agent and Borrowers, the applicable covenant shall be calculated as if no such change in GAAP has occurred.

1.3. Other Terms. All other terms contained in this Agreement shall have, when the context so indicates, the meanings provided for by the UCC to the extent the same are used or defined therein. For purposes of any Collateral located in the Province of Québec or charged by any deed of hypothec (or any other Credit Document) and for all other purposes pursuant to which the interpretation or construction of a Credit Document may be subject to the laws of the Province of Québec or a court or tribunal exercising jurisdiction in the Province of Québec, (i) “personal property” shall be deemed to include “movable property,” (ii) “real property” shall be deemed to include “immovable property” and an “easement” shall be deemed to include a “servitude,” (iii) “tangible property” shall be deemed to include “corporeal property,” (iv) “intangible property” shall be deemed to include “incorporeal property,” (v) “security interest” and “mortgage” shall be deemed to include a “hypothec,” (vi) all references to filing, registering or recording financing statements or other required documents under the UCC or the PPSA shall be deemed to include publication under the Civil Code of Quebec, and all references to releasing any Lien shall be deemed to include a release, discharge and mainlevee of a hypothec, (vii) all references to “perfection” of or “perfected” Liens shall be deemed to include a reference to the “opposability” of such Liens to third parties, (viii) any “right of offset,” “right of setoff” or similar expression shall be deemed to include a “right of compensation,” (ix) “goods” shall be deemed to include “corporeal movable property” other than chattel paper, documents of title, instruments, money and securities, and (x) an “agent” shall be deemed to include a “mandatary.”

1.4. Certain Matters of Construction. The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Any pronoun used shall be deemed to cover all genders. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding.” The section titles, table of contents and list of exhibits appear as a matter of convenience only and shall not affect the interpretation of this Agreement. All references (a) to laws or statutes include related rules, interpretations, regulations and amendments of same and any successor provisions; (b) to any agreement, instrument or other documents (including any of the Credit Documents) shall include any and all modifications and supplements thereto and any and all restatements, extensions or renewals thereof to the extent such modifications, supplements, restatements, extensions or renewals of any such documents are permitted by the terms thereof; (c) to any Person shall mean and include the successors and permitted assigns of such Person; (d) to “including” and “include” shall be understood to mean “including, without limitation” (and, for purposes of this Agreement and each other Credit Document, the parties agree that the rule of ejusdem generis shall not be applicable to limit a general statement, which is followed by or referable to an enumeration of specific matters to matters similar to the matters specifically mentioned); (e) to the time of day shall mean the time of day on the day in question in Los Angeles, California, unless otherwise expressly provided in this Agreement; (f) to any section mean, unless the context otherwise requires, a section of this Agreement; or (g) to any exhibits or schedules mean, unless the context otherwise requires, exhibits and schedules attached hereto, which are hereby incorporated by reference. A Default or an Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such

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Default or Event of Default is waived in writing in accordance with the terms of this Agreement or, in the case of a Default, is cured within any period of cure expressly provided in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing in accordance with the terms of this Agreement. All calculations of Value shall be in U.S. Dollars, all U.S. Revolver Loans, U.S. Swing Line Loans and Agent Advances shall be funded in U.S. Dollars, all U.S. Obligations shall be repaid in U.S. Dollars, all Canadian Revolver Loans and Canadian Swing Line Loans may be funded only in U.S. Dollars or Canadian Dollars and all Canadian Obligations shall be repaid in the currency in which they were funded or otherwise in U.S. Dollars. Unless the context otherwise requires, all determinations (including calculations of the U.S. Borrowing Base, the Canadian Borrowing Base and financial covenant) made from time to time under the Credit Documents shall be made in light of the circumstances existing at such time. Borrowing Base calculations shall be consistent with historical methods of valuation and calculation, and otherwise satisfactory to Administrative Agent in its reasonable Credit Judgment (and not necessarily calculated in accordance with GAAP). Borrowers shall have the burden of establishing any alleged negligence, misconduct or lack of good faith by Administrative Agent, Issuing Bank, any Collateral Agent or any Lender under any Credit Documents. Whenever the phrase “to the best of a Borrower’s knowledge” or words of similar import relating to the knowledge or the awareness of a Borrower are used in this Agreement or other Credit Documents, such phrase shall mean and refer to the actual or constructive knowledge of a Senior Officer of any Borrower. Any Lien referred to in this Agreement or any of the other Credit Documents as having been created in favor of Administrative Agent, any agreement entered into by Administrative Agent pursuant to this Agreement or any of the other Credit Documents, any payment made by or to, or funds received by, Administrative Agent pursuant to or as contemplated by any of the Credit Documents, or any other act taken or omitted to be taken by Administrative Agent shall, unless otherwise expressly provided, be created, entered into, made or received, or taken or omitted for the benefit or account of Administrative Agent and the applicable Secured Parties.

1.5. Currency Equivalents Generally. Any amount specified for payment in this Agreement or any of the other Credit Documents to be in U.S. Dollars shall also include the equivalent of such amount in any currency other than U.S. Dollars and any amount specified for payment in this Agreement or any of the other Credit Documents to be in Canadian Dollars shall also include the equivalent of such amount in any currency other than Canadian Dollars (in each case, the “Equivalent Amount”), such Equivalent Amount thereof in the applicable currency to be determined by Administrative Agent at such time on the basis of the Spot Rate (as defined below) for the purchase of such currency with U.S. Dollars or Canadian Dollars, as the case may be. For purposes of this Section 1.5, the “Spot Rate” for a currency means the rate determined by Administrative Agent to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 8:00 a.m. on the date one Business Day prior to the date of such determination; provided that Administrative Agent may obtain such spot rate from another financial institution designated by Administrative Agent if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency.

1.6. Collateral Agents. In the event that, with respect to any matter herein or in any other Credit Document that requires or permits a decision, exercise of discretion or other determination by the Collateral Agents (including matters relating to Availability Reserves and other matters affecting the calculation of the Canadian Borrowing Base, the U.S. Borrowing Base or the Total Borrowing Base), the Collateral Agents do not all agree on such determination, the same shall reflect the determination of the Collateral Agent

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that asserts the most conservative Credit Judgment on behalf of the Lenders, provided that, to the extent that there are three Collateral Agents and at least two of the three Collateral Agents are in agreement in their determination, such determination shall prevail. Any Collateral Agent may in its sole discretion resign from acting in such capacity upon written notice to the Administrative Agent, the other Collateral Agents (if any) and the Borrower Agent. In the event that there shall exist no Person acting in the capacity of Collateral Agent, any references herein and the other Credit Documents to the Collateral Agents shall be deemed to refer to the Administrative Agent. For the avoidance of doubt, Administrative Agent shall have the sole and exclusive authority to act as collateral agent for the Secured Parties for purposes of perfecting and administering Liens granted by the U.S. Obligors securing the Obligations under the Credit Documents and for all other purposes stated therein (other than the authority specifically granted to the Collateral Agents herein), and Canadian Agent shall have the sole and exclusive authority to act as collateral agent for Canadian Secured Parties for purposes of perfecting and administering all Liens granted to it and securing the Canadian Obligations under the Credit Documents and for all other purposes stated therein (other than the authority specifically granted to the Collateral Agents herein).

SECTION 2. THE COMMITMENTS AND CREDIT EXTENSIONS

2.1. The Loans.

2.1.1. U.S. Revolver Borrowings. Subject to the terms and conditions set forth herein (including the provisions of Section 2.5.1), each U.S. Revolver Lender severally agrees to make loans in U.S. Dollars (each such loan, a “U.S. Revolver Loan”) to U.S. Borrowers from time to time, on any Business Day during the period from the date hereofClosing Date through the Commitment Maturity Date, in an aggregate amount not to exceed at any time outstanding the amount of that U.S. Revolver Lender’s Applicable Percentage of U.S. Availability; provided, however, that after giving effect to any Borrowing of U.S. Revolver Loans:

(i) the U.S. Revolver Outstandings shall not exceed the U.S. Borrowing Base;

(ii) the sum of (A) the U.S. Revolver Outstandings plus (B) the Canadian Revolver Outstandings shall not exceed the Total Borrowing Base, and

(iii) the sum of (A) the aggregate Outstanding Amount of the U.S. Revolver Loans of any U.S. Revolver Lender plus (B) that Lender’s U.S. Revolver Percentage of the Outstanding Amount of all U.S. Swing Line Loans, U.S. L/C Obligations and Agent Advances shall not exceed that Lender’s U.S. Revolver Commitment.

Within the limits of each U.S. Revolver Lender’s U.S. Revolver Commitment, and subject to the other terms and conditions hereof, U.S. Borrower may borrow under this Section 2.1.1, prepay under Section 5, and reborrow under this Section 2.1.1. U.S. Revolver Loans (other than U.S. Out-of-Formula Loans that shall be U.S. Base Rate Loans only) may be U.S. Base Rate Loans or U.S. LIBOR Loans, as further provided herein.

2.1.2. Canadian Revolver Borrowings. Subject to the terms and conditions set forth herein (including the provisions of Section 2.5), each Canadian Revolver Lender severally agrees to make loans (each such loan, a “Canadian Revolver Loan”) in Canadian Dollars or U.S. Dollars (as requested by Borrower Agent) to Canadian Borrower from time to time, on any Business Day during the period commencing on the Closing Date through the Commitment Maturity Date, in an aggregate amount not to exceed at any time outstanding the amount of that Canadian Revolver Lender’s Applicable Percentage of Canadian Availability; provided, however, that after giving effect to any Borrowing of Canadian Revolver Loans:

(i) the Canadian Revolver Outstandings shall not exceed the Canadian Borrowing Base;

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(ii) the sum of (A) the Canadian Revolver Outstandings, plus (B) the U.S. Revolver Outstandings shall not exceed the Total Borrowing Base; and

(iii) the sum of (A) the aggregate Outstanding Amount of the Canadian Revolver Loans of any Canadian Revolver Lender, (B) that Lender’s Canadian Revolver Percentage of the Outstanding Amount of all Canadian L/C Obligations and (C) that Lender’s Canadian Revolver Percentage of the Outstanding Amount of all Canadian Swing Line Loans shall not exceed that Lender’s Canadian Revolver Commitment.

Within the limits of each Canadian Revolver Lender’s Canadian Revolver Commitment, and subject to the other terms and conditions hereof, Canadian Borrower may borrow under this Section 2.1.2, prepay under Section 5, and reborrow under this Section 2.1.2. Canadian Revolver Loans denominated in U.S. Dollars may be Canadian Base Rate Loans or Canadian LIBOR Loans, and Canadian Revolver Loans denominated in Canadian Dollars may be BA Rate Loans or Canadian Prime Rate Loans, in each case as further provided herein; provided that Canadian Out-of-Formula Loans may be Canadian Base Rate Loans or Canadian Prime Rate Loans only.

2.2. Borrowings, Conversions and Continuations of Loans.

2.2.1. Each Borrowing (other than U.S. Swing Line Loans, Canadian Swing Line Loans and Agent Advances), each conversion of U.S. Revolver Loans or Canadian Revolver Loans from one Type to another, and each continuation of LIBOR Loans or BA Rate Loans shall be made upon the applicable Borrower’s irrevocable notice to Administrative Agent, which may be given by telephone. Each such notice must be received by Administrative Agent not later than 11:00 a.m.:

(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of U.S. LIBOR Loans, Canadian LIBOR Loans or BA Rate Loans, or of any conversion of Canadian LIBOR Loans or U.S. LIBOR Loans to Canadian Base Rate Loans or U.S. Base Rate Loans, as the case may be, or any conversion of BA Rate Loans to Canadian Prime Rate Loans; and

(ii) one Business Day prior to the requested date of any Borrowing of U.S. Base Rate Loans, Canadian Base Rate Loans or Canadian Prime Rate Loans.

Each telephonic notice by the applicable Borrower pursuant to this Section 2.2.1 must be confirmed promptly by delivery to Administrative Agent of a written Notice of Borrowing, appropriately completed and signed by an Authorized Employee of such Borrower.

Each Borrowing of, conversion to or continuation of U.S. LIBOR Loans or Canadian LIBOR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Borrowing of, conversion to or continuation of BA Rate Loans shall be in a principal amount of Cdn$1,000,000 or a whole multiple of Cdn$500,000 in excess thereof. Except for Agent Advances and as provided in Sections 2.3.3 and 2.4.1(c), each Borrowing of or conversion to U.S. Base

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Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Except as provided in Sections 2.3.3 and 2.4.2(c), (i) each Borrowing of or conversion to Canadian Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, and (ii) each Borrowing of or conversion to Canadian Prime Rate Loans shall be in a principal amount of Cdn$500,000 or a whole multiple of Cdn$100,000 in excess thereof.

Each Notice of Borrowing (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a U.S. Revolver Borrowing, a Canadian Revolver Borrowing, a conversion of U.S. Revolver Loans or Canadian Revolver Loans from one Type to another, or a continuation of U.S. LIBOR Loans, Canadian LIBOR Loans or BA Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing U.S. Revolver Loans or Canadian Revolver Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the applicable Borrower fails to specify a Type of Loan in a Notice of Borrowing or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable U.S. Revolver Loans shall be made as, or converted to, U.S. Base Rate Loans or the applicable Canadian Revolver Loans (i) if denominated in Canadian Dollars, shall be made as, or converted to, Canadian Prime Rate Loans, or (ii) if denominated in U.S. Dollars, shall be made as, or converted to, Canadian Base Rate Loans. Any such automatic conversion to U.S. Base Rate Loans, Canadian Prime Rate Loans or Canadian Base Rate Loans, as applicable, shall be effective as of the last day of the Interest Period then in effect with respect to the applicable U.S. LIBOR Loans, Canadian LIBOR Loans or BA Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of U.S. LIBOR Loans, Canadian LIBOR Loans or BA Rate Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, no Canadian Swing Line Loan nor any U.S. Swing Line Loan may be converted to a U.S. LIBOR Loan, Canadian LIBOR Loan or a BA Rate Loan.

2.2.2. Following receipt of a Notice of Borrowing, Administrative Agent shall promptly notify each relevant Lender of the amount of its Pro Rata share of the applicable U.S. Revolver Loans or Canadian Revolver Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, Administrative Agent shall notify each Lender of the details of any automatic conversion to U.S. Base Rate Loans, Canadian Prime Rate Loans or Canadian Base Rate Loans, as applicable, described in Section 2.2.1. In the case of a Borrowing of U.S. Revolver Loans or a Borrowing of Canadian Revolver Loans, each relevant Lender shall make the amount of its Loan available to the applicable Agent in immediately available funds at the appropriate Administrative Agent’s Office not later than 11:00 a.m. on the Business Day specified in the applicable Notice of Borrowing. Upon satisfaction of the applicable conditions set forth in Section 11.2 (and, if such Borrowing is the initial Credit Extension, Section 11.1), the applicable Agent shall make all funds so received available to the applicable Borrower in like funds as received by the applicable Agent either by (i) crediting the account of such Borrower on the books of Bank of America or Bank of America-Canada Branch, as applicable, with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the applicable Agent by such Borrower; provided, however, that (x) if, on the date a Notice of Borrowing with respect to a U.S. Revolver Borrowing is given by U.S. Borrowers, there are L/C Borrowings outstanding which relate to U.S. Letters of Credit, then the proceeds of such U.S. Revolver Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to U.S. Borrowers as provided above or (y) if, on the date a Notice of Borrowing with respect to a Canadian Revolver Borrowing is given by Canadian Borrower, there are L/C Borrowings outstanding which relate to the Canadian Letters of Credit, then the proceeds of such Canadian Revolver Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to Canadian Borrower as provided above.

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2.2.3. Except as otherwise provided herein, a U.S. LIBOR Loan, Canadian LIBOR Loan or BA Rate Loan may be continued or converted only on the last day of an Interest Period for such U.S. LIBOR Loan, Canadian LIBOR Loan or BA Rate Loan, as the case may be. During the existence of a Default or Event of Default, no Loans may be requested as, converted to or continued as U.S. LIBOR Loans without the consent of the Required U.S. Revolver Lenders. During the existence of a Default or Event of Default, no Loans may be requested as, converted to or continued as Canadian LIBOR Loans or BA Rate Loans without the consent of the Required Canadian Revolver Lenders.

2.2.4. The applicable Agent shall promptly notify the applicable Borrower and the Lenders of the interest rate applicable to any Interest Period for U.S. LIBOR Loans, Canadian LIBOR Loans or BA Rate Loans upon determination of such interest rate. At any time that U.S. Base Rate Loans are outstanding, Administrative Agent shall notify U.S. Borrowers and the Lenders of any change in Bank of America’s prime rate used in determining the U.S. Base Rate promptly following the public announcement of such change. At any time that Canadian Base Rate Loans are outstanding, Canadian Agent shall notify Canadian Borrower and the Canadian Revolver Lenders of any change in Bank of America-Canada Branch’s base rate used in determining the Canadian Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, Canadian Agent shall notify Canadian Borrower and the Canadian Revolver Lenders of any change in the Canadian Prime Rate promptly following the public announcement of such change.

2.2.5. After giving effect to all U.S. Revolver Borrowings, all conversions of U.S. Revolver Loans from one Type to the other, and all continuations of U.S. Revolver Loans as the same Type, there shall not be more than twenty (20) Interest Periods in effect in respect of the U.S. Revolver. After giving effect to all Canadian Revolver Borrowings, all conversions of Canadian Revolver Loans from one Type to another, and all continuations of Canadian Revolver Loans as the same Type, there shall not be more than five (5) Interest Periods in effect in respect of the Canadian Revolver.

2.3. Letters of Credit.

2.3.1. Letter of Credit Commitments.

(i) Subject to the terms and conditions set forth herein:

(a) the Issuing Bank agrees, in reliance upon the respective agreements of the U.S. Revolver Lenders and the Canadian Revolver Lenders set forth in this Section 2.3, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue U.S. Letters of Credit and Canadian Letters of Credit, and to amend or extend U.S. Letters of Credit or Canadian Letters of Credit previously issued by it, in accordance with Section 2.3.2, and (2) to honor drawings under such Letters of Credit;

(b) the U.S. Revolver Lenders severally agree to participate in U.S. Letters of Credit and any drawings thereunder based on their Applicable Percentage;

(c) after giving effect to any L/C Credit Extension with respect to any U.S. Letter of Credit:

(w) the U.S. Revolver Outstandings shall not exceed the U.S. Borrowing Base;

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(x) the sum of (1) the U.S. Revolver Outstandings plus (2) the Canadian Revolver Outstandings shall not exceed the Total Borrowing Base,

(y) the sum of (1) the aggregate Outstanding Amount of the U.S. Revolver Loans of any U.S. Revolver Lender plus (2) that Lender’s U.S. Revolver Percentage of the Outstanding Amount of all U.S. L/C Obligations plus (3) that Lender’s U.S. Revolver Percentage of the Outstanding Amount of all U.S. Swing Line Loans and Agent Advances shall not exceed that Lender’s U.S. Revolver Commitment, and

(z) the Outstanding Amount of the U.S. L/C Obligations shall not exceed the U.S. L/C Sublimit;

(d) the Canadian Revolver Lenders severally agree to participate in Canadian Letters of Credit and any drawings thereunder based on their Applicable Percentage; and

(e) after giving effect to any L/C Credit Extension with respect to any Canadian Letter of Credit:

(w) the Canadian Revolver Outstandings shall not exceed the Canadian Borrowing Base;

(x) the sum of (1) the Canadian Revolver Outstandings plus (2) the U.S. Revolver Outstandings shall not exceed the Total Borrowing Base,

(y) the sum of (1) the aggregate Outstanding Amount of the Canadian Revolver Loans of any Canadian Revolver Lender plus (2) that Lender’s Canadian Revolver Percentage of the Outstanding Amount of all Canadian L/C Obligations plus (3) that Lender’s Canadian Revolver Percentage of the Outstanding Amount of all Canadian Swing Line Loans shall not exceed that Lender’s Canadian Revolver Commitment, and

(z) the Outstanding Amount of the Canadian L/C Obligations shall not exceed the Canadian L/C Sublimit.

Each request by a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the ability of the respective Borrowers to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

(ii) The Issuing Bank shall not issue any Letter of Credit if:

(a) subject to Section 2.3.2(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required U.S. Revolver Lenders or the Required Canadian Revolver Lenders, as applicable, have approved such expiry date; or

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(b) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the U.S. Revolver Lenders or all the Canadian Revolver Lenders, as applicable, have approved such expiry date.

(iii) The Issuing Bank shall not be under any obligation to issue any Letter of Credit if:

(a) any order, judgment or decree of any Governmental Authority or arbitrator binding on the Issuing Bank shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any Law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date;

(b) such Letter of Credit, if a U.S. Letter of Credit, is to be denominated in a currency other than U.S. Dollars or such Letter of Credit, if a Canadian Letter of Credit, is to be denominated in a currency other than U.S. Dollars or Canadian Dollars;

(c) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or

(d) the form of the proposed Letter of Credit is not satisfactory to Administrative Agent and Issuing Bank in their reasonable discretion.

(iv) The Issuing Bank shall not amend any Letter of Credit if the Issuing Bank would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.

(v) The Issuing Bank shall be under no obligation to amend any Letter of Credit if (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(vi) The Issuing Bank shall act on behalf of the U.S. Revolver Lenders or the Canadian Revolver Lenders, as applicable, with respect to any Letters of Credit issued by it and the documents associated therewith, and the Issuing Bank shall have all of the benefits and immunities (A) provided to Administrative Agent in Section 9 with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 13 included the Issuing Bank with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Issuing Bank.

2.3.2. Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.

(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the applicable Borrower delivered to the Issuing Bank (with a copy to Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by an Authorized

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Employee of such Borrower. Such Letter of Credit Application must be received by the Issuing Bank and Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as Administrative Agent and the Issuing Bank may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Bank: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the Issuing Bank may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Bank (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the Issuing Bank may reasonably require. Additionally, the applicable Borrower shall furnish to the Issuing Bank and Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the Issuing Bank or Administrative Agent may require.

(ii) Promptly after receipt of any Letter of Credit Application, the Issuing Bank will confirm with Administrative Agent (by telephone or in writing) that Administrative Agent has received a copy of such Letter of Credit Application from the applicable Borrower and, if not, the Issuing Bank will provide Administrative Agent with a copy thereof. Unless the Issuing Bank has received written notice from any U.S. Revolver Lender or Canadian Revolver Lender, as applicable, Administrative Agent or any Obligor, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 11.2 shall not then be satisfied, then, subject to the terms and conditions hereof, the Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the applicable Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing Bank’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each U.S. Revolver Lender or Canadian Revolver Lender, as applicable, shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such Revolver Lender’s Applicable Percentage or such Canadian Revolver Lender’s Applicable Percentage, as applicable, times the amount of such Letter of Credit.

(iii) If a Borrower so requests in any applicable Letter of Credit Application, the Issuing Bank may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Bank, such Borrower shall not be required to make a specific request to the Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolver Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the Issuing Bank shall not permit any such extension if (A) the Issuing Bank has determined that it would not be permitted, or would have no obligation on the Non-Extension Notice Date to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.3.1 or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days

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before the Non-Extension Notice Date from Administrative Agent, any U.S. Revolver Lender or Borrower Agent, or any Canadian Revolver Lender or Canadian Borrower, as applicable, that one or more of the applicable conditions specified in Section 11.2 is not then satisfied, and in each such case directing the Issuing Bank not to permit such extension.

(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Issuing Bank will also deliver to the applicable Borrower and Administrative Agent a true and complete copy of such Letter of Credit or amendment.

2.3.3. Drawings and Reimbursements; Funding of Participations.

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Issuing Bank shall notify the applicable Borrower and Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment by the Issuing Bank under a Letter of Credit (each such date, an “Honor Date”), the applicable Borrower shall reimburse the Issuing Bank through the applicable Agent in an amount equal to the amount of such drawing, or if the applicable Borrower fails to so reimburse the Issuing Bank by such time, Administrative Agent shall promptly notify each U.S. Revolver Lender or Canadian Revolver Lender, as applicable, of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such U.S. Revolver Lender’s U.S. Revolver Percentage or Canadian Revolver Lender’s Canadian Revolver Percentage, as applicable, thereof. In such event, the applicable Borrower shall be deemed to have requested a Borrowing of U.S. Base Rate Loans or a Borrowing of Canadian Base Rate Loans or Canadian Prime Rate Loans, as applicable, to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the time at which notices are required to be delivered or the minimum and multiples specified in Section 2.2 for the principal amount of U.S. Base Rate Loans, Canadian Base Rate Loans or Canadian Prime Rate Loans, as applicable, but subject to the amount of the unutilized portion of the U.S. Revolver Commitments or Canadian Revolver Commitments, as applicable. Any notice given by the Issuing Bank or Administrative Agent pursuant to this Section 2.3.3 may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii) Each U.S. Revolver Lender or Canadian Revolver Lender, as applicable, shall upon any notice pursuant to Section 2.3.3 make funds available to the applicable Agent for the account of the Issuing Bank at the appropriate Administrative Agent’s Office in an amount equal to its U.S. Revolver Percentage or Canadian Revolver Percentage, as applicable, of the Unreimbursed Amount not later than 11:00 a.m. on the Business Day specified in such notice by Administrative Agent, whereupon, subject to the provisions of Section 2.3.3(iii), each U.S. Revolver Lender or Canadian Revolver Lender, as applicable, that so makes funds available shall be deemed to have made a U.S. Base Rate Loan to U.S. Borrowers or a Canadian Base Rate Loan or Canadian Prime Rate Loan to Canadian Borrower, as applicable, in such amount. The applicable Agent shall remit the funds so received to the Issuing Bank.

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of U.S. Base Rate Loans or a Borrowing of Canadian Base Rate Loans or Canadian Prime Rate Loans, as applicable, the applicable Borrower shall be deemed to have incurred from the Issuing Bank an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each U.S. Revolver Lender’s or Canadian Revolver Lender’s, as applicable, payment to the applicable Agent for the account of the Issuing Bank pursuant to Section 2.3.3(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from that Lender in satisfaction of its participation obligation under this Section 2.3.

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(iv) Until eacha U.S. Revolver Lender or Canadian Revolver Lender funds its U.S. Revolver Loan or Canadian Revolver Loan, respectively, or L/C Advance pursuant to this Section 2.3.3 to reimburse the Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of that Lender’s U.S. Revolver Percentage or Canadian Revolver Percentage, as applicable, of such amount shall be solely for the account of the Issuing Bank.

(v) Each U.S. Revolver Lender’s or Canadian Revolver Lender’s obligation to make U.S. Revolver Loans or Canadian Revolver Loans, as applicable, or L/C Advances to reimburse the Issuing Bank for amounts drawn under Letters of Credit, as contemplated by this Section 2.3.3, shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which that Lender may have against the Issuing Bank, the applicable Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the Issuing Bank for the amount of any payment made by the Issuing Bank under any Letter of Credit, together with interest as provided herein.

(vi) If any U.S. Revolver Lender or Canadian Revolver Lender, as applicable, fails to make available to the applicable Agent for the account of the Issuing Bank any amount required to be paid by that Lender pursuant to the foregoing provisions of this Section 2.3.3 by the time specified in Section 2.3.3(ii), the Issuing Bank shall be entitled to recover from that Lender (acting through the applicable Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Issuing Bank at a rate per annum equal to the greater of the Federal Funds Rate (or, in respect of any Letters of Credit under the Canadian Revolver, the Canadian Prime Rate) and a rate determined by the Issuing Bank in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Issuing Bank in connection with the foregoing. If that Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute that Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the Issuing Bank submitted to any U.S. Revolver Lender or Canadian Revolver Lender, as applicable (through the applicable Agent), with respect to any amounts owing under this Section 2.3.3(vi) shall be conclusive absent manifest error.

2.3.4. Repayment of Participations.

(i) At any time after the Issuing Bank has made a payment under any Letter of Credit and has received from any U.S. Revolver Lender or Canadian Revolver Lender, as applicable, that Lender’s L/C Advance in respect of such payment in accordance with Section 2.3.3, if the applicable Agent receives for the account of the Issuing Bank any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the applicable Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the applicable Agent), the applicable Agent will distribute to that Lender its U.S. Revolver Percentage or Canadian Revolver Percentage, as applicable, thereof in the same funds as those received by the applicable Agent.

(ii) If any payment received by the applicable Agent for the account of the Issuing Bank pursuant to Section 2.3.3(i) is required to be returned under any of the circumstances described in Section 12.4 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each U.S. Revolver Lender or Canadian Revolver Lender, as applicable, shall pay to the applicable Agent

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for the account of the Issuing Bank its U.S. Revolver Percentage or Canadian Revolver Percentage, as applicable, thereof on demand of the applicable Agent, plus interest thereon from the date of such demand to the date such amount is returned by that Lender, at a rate per annum equal to the Federal Funds Rate (or, in respect of any Letters of Credit denominated in Canadian Dollars, the Canadian Prime Rate) from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

2.3.5. Obligations Absolute. The obligation of the applicable Borrower to reimburse the Issuing Bank for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Credit Document;

(ii) the existence of any claim, counterclaim, setoff, defense or other right that such Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the Issuing Bank or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv) any payment by the Issuing Bank under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the Issuing Bank under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

(v) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, such Borrower or any of its Subsidiaries.

The applicable Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with such Borrower’s instructions or other irregularity, such Borrower will promptly notify the Issuing Bank. The applicable Borrower shall be conclusively deemed to have waived any such claim against the Issuing Bank and its correspondents unless such notice is given as aforesaid.

2.3.6. Role of Issuing Bank. Each Lender and the applicable Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Bank, any Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Bank shall be

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liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the U.S. Revolver Lenders or the Canadian Revolver Lenders, as applicable, or the Required U.S. Revolver Lenders or Required Canadian Revolver Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The applicable Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude such Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Bank, any Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.3.5; provided, however, that anything in such clauses to the contrary notwithstanding, the applicable Borrower may have a claim against the Issuing Bank, and the Issuing Bank may be liable to such Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Borrower which such Borrower proves were caused by the Issuing Bank’s willful misconduct or gross negligence or the Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and, except in the case of its own gross negligence or willful misconduct, the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

2.3.7. Cash Collateral. Upon the request of Administrative Agent, if, as of the Letter of Credit Expiration Date, any U.S. L/C Obligation or Canadian L/C Obligation for any reason remains outstanding, the applicable Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all such U.S. L/C Obligations or Canadian L/C Obligations. At any time that there shall exist a Defaulting Lender, immediately upon the request of Administrative Agent, the applicable Issuing Bank or the applicable Swingline Lender, the applicable Borrower shall deliver to Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 4.2 and any Cash Collateral provided by the Defaulting Lender). Sections 2.5 and 12.3.7 set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes of this Section 2.3, Section 2.5 and Section 12.3.7, each Borrower hereby grants to the applicable Agent, for the benefit of the applicable Issuing Bank and Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, interest bearing deposit accounts at Bank of America or Bank of America-Canada Branch, as applicable. If at any time Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the applicable Agent or that the total amount of such funds is less than the aggregate Outstanding Amount of all U.S. L/C Obligations or Canadian L/C Obligations, the applicable Borrower will, forthwith upon demand by Administrative Agent, pay to the applicable Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicableApplicable Laws, to reimburse the Issuing Bank.

2.3.8. Applicability of ISP and UCP. Unless otherwise expressly agreed by the Issuing Bank and the applicable Borrower when a Letter of Credit is issued, (i) the rules of the ISP shall

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apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each commercial Letter of Credit.

2.3.9. Letter of Credit Fees. U.S. Borrower shall pay to Administrative Agent for the account of each U.S. Revolver Lender in accordance with its U.S. Revolver Percentage and Canadian Borrower shall pay to Canadian Agent for the account of each Canadian Revolver Lender in accordance with its Canadian Revolver Percentage, a Letter of Credit fee (the “Letter of Credit Fee”) for each U.S. Letter of Credit or Canadian Letter of Credit, as applicable, equal to the Applicable Margin in effect for LIBOR or BA Rate Loans, respectively, times the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable Issuing Bank pursuant to Section 2.3.7 shall be payable, to the maximum extent permitted by Applicable Law, to the other Lenders in accordance with the upward adjustments in their U.S. Revolver Percentage or Canadian Revolver Percentage allocable to such Letter of Credit pursuant to Section 4.2.1(d), with the balance of such fee, if any, payable to the Issuing Bank for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.5. Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of each Fiscal Quarter, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Margin during any quarter, the daily amount available to be drawn under each standby Letter of Credit shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect.

2.3.10. Fronting Fee and Documentary and Processing Charges Payable to Issuing Bank. U.S. Borrowers or Canadian Borrower, as applicable, shall pay directly to the applicable Issuing Bank for its own account a fronting fee with respect to each U.S. Letter of Credit or Canadian Letter of Credit, as applicable, at a rate equal to 0.125% per annum on the daily amount available to be drawn under each Letter of Credit. Such fronting fee shall be due and payable quarterly in arrears, on the first Business Day of each Fiscal Quarter, on the Letter of Credit Expiration Date and thereafter on demand. In addition, the applicable Borrower shall pay directly to the Issuing Bank for its own account, all customary charges associated with the issuance, amending, negotiating, payment, processing, transfer and administration of Letters of Credit, which charges shall be paid as and when incurred.

2.3.11. Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

2.3.12. Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, one of its Subsidiaries, U.S. Borrowers or Canadian Borrower, as applicable, shall be obligated to reimburse the applicable Issuing Bank hereunder for any and all drawings under such Letter of Credit. Each Borrower hereby acknowledges that the issuance of Letters of Credit for the account of one of its Subsidiaries inures to the benefit of such Borrower, and that such Borrower’s business derives substantial benefits from the businesses of its Subsidiaries.

2.3.13. Replacement of Issuing Lender. An Issuing Bank may be replaced at any time by written agreement among the applicable Borrower, the applicable Agent and the successor Issuing Bank. Such Agent shall notify the applicable 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

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of the replaced Issuing Bank pursuant to Sections 2.3.9 and 2.3.10. On and after the effective date of any such replacement, (i) the successor Issuing Bank will have all the rights and obligations of the replaced Issuing Bank under this Agreement with respect to Letters of Credit to be issued by it thereafter and (ii) references herein to the term “Issuing Bank” will be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After an Issuing Bank is replaced, it will remain a party hereto and will continue to have all the rights and obligations of an Issuing Bank 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.

2.3.14. Additional Issuing Banks. The Agent Borrower may, at any time and from time to time with the consent of the applicable Agent (which consent shall not be unreasonably withheld or delayed) and such Lender, designate one or more additional Lenders (subject to the satisfaction of the conditions with respect thereto set forth in the definition of “Issuing Bank”) to act as an Issuing Bank; provided that the total number of Lenders so designated at any time shall not exceed five. Any Lender designated as an Issuing Bank pursuant to this Section 2.3.14 shall be deemed to be an “Issuing Bank” for the purposes of this Agreement (in addition to being a Lender) with respect to Letters of Credit issued by such Lender.

2.4. Swing Line Loans.

2.4.1. U.S. Swing Line Loans.

(a) The U.S. Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other U.S. Revolver Lenders set forth in this Section 2.4, to make loans (each such loan, a “U.S. Swing Line Loan”) to U.S. Borrowers from time to time on any Business Day during the period commencing on the date hereofClosing Date through the Commitment Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the U.S. Swing Line Sublimit, notwithstanding the fact that such U.S. Swing Line Loans, when aggregated with the sum of the Outstanding Amount of U.S. Revolver Loans of such Lender acting as Swing Line Lender and such Lender’s U.S. Revolver Percentage of the Outstanding Amount of all U.S. L/C Obligations, may exceed the amount of that Lender’s U.S. Revolver Commitment; provided, however, that after giving effect to any U.S. Swing Line Loan, (i) the U.S. Revolver Outstandings shall not exceed the U.S. Borrowing Base at such time, and (ii) the aggregate Outstanding Amount of the U.S. Revolver Loans of any U.S. Revolver Lender at such time, plus such U.S. Revolver Lender’s U.S. Revolver Percentage of the Outstanding Amount of all U.S. L/C Obligations at such time, plus such U.S. Revolver Lender’s U.S. Revolver Percentage of the Outstanding Amount of all U.S. Swing Line Loans and Agent Advances at such time shall not exceed that Lender’s U.S. Revolver Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, U.S. Borrowers may borrow under this Section 2.4, prepay under Section 5.2.3, and reborrow under this Section 2.4; provided that U.S. Borrowers shall not use the proceeds of any U.S. Swing Line Loan to refinance any outstanding U.S. Swing Line Loan. Each U.S. Swing Line Loan shall bear interest only at a rate based on the U.S. Base Rate. Immediately upon the making of a U.S. Swing Line Loan, each U.S. Revolver Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such U.S. Swing Line Loan in an amount equal to the product of such U.S. Revolver Lender’s U.S. Revolver Percentage times the amount of such U.S. Swing Line Loan.

(b) Borrowing Procedures. Each U.S. Swing Line Borrowing shall be made upon U.S. Borrower’s irrevocable notice to the Swing Line Lender and Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and Administrative

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Agent not later than 11:00 a.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and Administrative Agent of a written Notice of Borrowing, appropriately completed and signed by an Authorized Employee of U.S. Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Borrowing, the Swing Line Lender will confirm with Administrative Agent (by telephone or in writing) that Administrative Agent has also received such Notice of Borrowing and, if not, the Swing Line Lender will notify Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from Administrative Agent (including at the request of any U.S. Revolver Lender) prior to 11:00 a.m. on the date of the proposed U.S. Swing Line Borrowing (A) directing the Swing Line Lender not to make such U.S. Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.4.1(a), or (B) that one or more of the applicable conditions specified in Section 11.2 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, promptly on the borrowing date specified in such Notice of Borrowing, make the amount of its U.S. Swing Line Loan available to U.S. Borrower at its office by crediting the account of U.S. Borrower on the books of the Swing Line Lender in immediately available funds.

(c) Refinancing of U.S. Swing Line Loans.

(i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of U.S. Borrower which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf, that each U.S. Revolver Lender make a U.S. Base Rate Loan in an amount equal to that Lender’s U.S. Revolver Percentage of the amount of U.S. Swing Line Loans then outstanding; provided that the Swing Line Lender shall be deemed to have made such a request as of the Wednesday of each week (provided that if such day is not a Business Day, such request shall be deemed to have been made as of the next succeeding Business Day) unless the Swing Line Lender shall otherwise notify the U.S. Revolver Lenders. Such request shall be made in writing (which written request shall be deemed to be a Notice of Borrowing for purposes hereof) and in accordance with the requirements of Section 2.2, without regard to the minimum and multiples specified therein for the principal amount of U.S. Base Rate Loans or the time for borrowing, but subject to the unutilized portion of the U.S. Revolver and the conditions set forth in Section 11.2. The Swing Line Lender shall furnish U.S. Borrower with a copy of the applicable Notice of Borrowing promptly after delivering such notice to Administrative Agent. Each U.S. Revolver Lender shall make an amount equal to its U.S. Revolver Percentage of the amount specified in such Notice of Borrowing available to Administrative Agent in immediately available funds for the account of the Swing Line Lender at Bank of America not later than 12:00 noon on the day specified in such Notice of Borrowing, whereupon, subject to Section 2.4(c)(ii), each U.S. Revolver Lender that so makes funds available shall be deemed to have made a U.S. Base Rate Loan to U.S. Borrower in such amount. Administrative Agent shall remit the funds so received to the Swing Line Lender.

(ii) If for any reason any U.S. Swing Line Loan cannot be refinanced by such a U.S. Revolver Borrowing in accordance with Section 2.4(c)(i), the request for U.S. Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the U.S. Revolver Lenders fund its risk participation in the relevant U.S. Swing Line Loan and each U.S. Revolver Lender’s payment to Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.4(c)(i) shall be deemed payment in respect of such participation.

(iii) If any U.S. Revolver Lender fails to make available to Administrative Agent for the account of the Swing Line Lender any amount required to be paid by that Lender pursuant to the

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foregoing provisions of this Section 2.4(c) by the time specified in Section 2.4(c)(i), the Swing Line Lender shall be entitled to recover from that Lender (acting through Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If that Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute that Lender’s Loan included in the relevant Borrowing or funded participation in the relevant U.S. Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv) Each U.S. Revolver Lender’s obligation to make U.S. Revolver Loans or to purchase and fund risk participations in U.S. Swing Line Loans pursuant to this Section 2.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which that Lender may have against the Swing Line Lender, U.S. Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such funding of risk participations shall relieve or otherwise impair the obligation of U.S. Borrower to repay U.S. Swing Line Loans, together with interest as provided herein.

(d) Repayment of Participations.

(i) At any time after any U.S. Revolver Lender has purchased and funded a risk participation in a U.S. Swing Line Loan, if the Swing Line Lender receives any payment on account of the applicable U.S. Swing Line Loan, the Swing Line Lender will promptly distribute to such U.S. Revolver Lender its U.S. Revolver Percentage thereof in the same funds as those received by the Swing Line Lender.

(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any U.S. Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 5.5 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each U.S. Revolver Lender shall pay to the Swing Line Lender its U.S. Revolver Percentage thereof on demand of Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing U.S. Borrower for interest on U.S. Swing Line Loans. Until each U.S. Revolver Lender funds its U.S. Base Rate Loan or risk participation pursuant to this Section 2.4 to refinance such U.S. Revolver Lender’s U.S. Revolver Percentage of any U.S. Swing Line Loan, interest in respect of such U.S. Revolver Percentage shall be solely for the account of the Swing Line Lender.

(f) Payments Directly to Swing Line Lender. U.S. Borrower shall make all payments of principal and interest in respect of the U.S. Swing Line Loans directly to the Swing Line Lender.

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(g) Repayment of U.S. Swing Line Loans. To the extent not previously refinanced under Section 2.4.1(c), U.S. Borrowers shall repay each U.S. Swing Line Loan on the earlier to occur of (i) the date ten Business Days after such Loan is made and (ii) the Commitment Maturity Date.

2.4.2. Canadian Swing Line Loans.

(a) The Canadian Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Canadian Revolver Lenders set forth in this Section 2.4.2, to make loans in Canadian Dollars or U.S. Dollars (as requested by Borrower Agent) (each such loan, a “Canadian Swing Line Loan”) to Canadian Borrower from time to time on any Business Day during the period commencing on the Closing Date through the Commitment Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Canadian Swing Line Sublimit, notwithstanding the fact that such Canadian Swing Line Loans, when aggregated with the sum of the Outstanding Amount of Canadian Revolver Loans of such Lender acting as Swing Line Lender and such Lender’s Canadian Revolver Percentage of the Outstanding Amount of all Canadian L/C Obligations, may exceed the amount of that Lender’s Canadian Revolver Commitment; provided, however, that after giving effect to any Canadian Swing Line Loan, (i) the sum of (A) the Canadian Revolver Outstandings and (B) the U.S. Revolver Outstandings shall not exceed the Total Borrowing Base at such time, and (ii) the aggregate Outstanding Amount of the Canadian Revolver Loans of any Canadian Revolver Lender at such time, plus such Canadian Revolver Lender’s Canadian Revolver Percentage of the Outstanding Amount of all Canadian L/C Obligations at such time, plus such Canadian Revolver Lender’s Canadian Revolver Percentage of the Outstanding Amount of all Canadian Swing Line Loans at such time shall not exceed that Lender’s Canadian Revolver Commitment, and provided further that Canadian Borrower shall not use the proceeds of any Canadian Swing Line Loan to refinance any outstanding Canadian Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, Canadian Borrower may borrow under this Section 2.4.2, prepay under Section 5.2.3, and reborrow under this Section 2.4.2. Each Canadian Swing Line Loan shall bear interest only at a rate based on either the Canadian Base Rate or the Canadian Prime Rate. Immediately upon the making of a Canadian Swing Line Loan, each Canadian Revolver Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Canadian Swing Line Loan in an amount equal to the product of such Canadian Revolver Lender’s Canadian Revolver Percentage times the amount of such Canadian Swing Line Loan.

(b) Borrowing Procedures. Each Canadian Swing Line Borrowing shall be made upon Canadian Borrower’s irrevocable notice to the Swing Line Lender and Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and Administrative Agent not later than 11:00 a.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or Cdn$100,000, (ii) whether such amount is requested in Canadian Dollars or U.S. Dollars, and (iii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and Administrative Agent of a written Notice of Borrowing, appropriately completed and signed by an Authorized Employee of Canadian Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Borrowing, the Swing Line Lender will confirm with Administrative Agent (by telephone or in writing) that Administrative Agent has also received such Notice of Borrowing and, if not, the Swing Line Lender will notify Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from Administrative Agent (including at the request of any Canadian Revolver Lender) prior to 11:00 a.m. on the date of the proposed Canadian Swing Line Borrowing (A) directing the Swing Line Lender not to make such Canadian Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.4(B), or (B) that one or more of the applicable conditions specified in Section 11.2

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is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, promptly on the borrowing date specified in such Notice of Borrowing, make the amount of its Swing Line Loan available to Canadian Borrower at its office either by crediting the account of Canadian Borrower on the books of the Swing Line Lender in immediately available funds or by forwarding immediately available funds in such amount as Canadian Borrower otherwise directs.

(c) Refinancing of Canadian Swing Line Loans.

(i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of Canadian Borrower which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Canadian Revolver Lender make a Canadian Base Rate Loan or Canadian Prime Rate Loan, as applicable, in an amount equal to that Lender’s Canadian Revolver Percentage of the amount of Canadian Swing Line Loans then outstanding; provided that the Swing Line Lender shall be deemed to have made such a request as of the Wednesday of each week (provided that if such day is not a Business Day, such request shall be deemed to have been made as of the next succeeding Business Day) unless the Swing Line Lender shall otherwise notify the Canadian Revolver Lenders. Such request shall be made in writing (which written request shall be deemed to be a Notice of Borrowing for purposes hereof) and in accordance with the requirements of Section 2.2, without regard to the minimum and multiples specified therein for the principal amount of Canadian Base Rate Loans or Canadian Prime Rate Loans, as applicable, or the time for borrowing, but subject to the unutilized portion of the Canadian Revolver and the conditions set forth in Section 11.2. The Swing Line Lender shall furnish Canadian Borrower with a copy of the applicable Notice of Borrowing promptly after delivering such notice to Administrative Agent. Each Canadian Revolver Lender shall make an amount equal to its Canadian Revolver Percentage of the amount specified in such Notice of Borrowing available to Canadian Agent in immediately available funds for the account of the Swing Line Lender at Bank of America-Canada Branch’s office not later than 12:00 noon on the day specified in such Notice of Borrowing, whereupon, subject to Section 2.4.2(c)(ii), each Canadian Revolver Lender that so makes funds available shall be deemed to have made a Canadian Base Rate Loan or Canadian Prime Rate Loan, as applicable, to Canadian Borrower in such amount. Canadian Agent shall remit the funds so received to the Swing Line Lender.

(ii) If for any reason any Canadian Swing Line Loan cannot be refinanced by such a Canadian Revolver Borrowing in accordance with Section 2.4.2(c)(i), the request for Canadian Base Rate Loans or Canadian Prime Rate Loans, as applicable, submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Canadian Revolver Lenders fund its risk participation in the relevant Canadian Swing Line Loan and each Canadian Revolver Lender’s payment to Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.4.2(c)(i) shall be deemed payment in respect of such participation.

(iii) If any Canadian Revolver Lender fails to make available to Canadian Agent for the account of the Swing Line Lender any amount required to be paid by that Lender pursuant to the foregoing provisions of this Section 2.4.2(c) by the time specified in Section 2.4.2(c)(i), the Swing Line Lender shall be entitled to recover from that Lender (acting through Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Canadian Prime Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If that Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute that Lender’s Loan included in the relevant Borrowing or funded participation in the relevant Canadian Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

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(iv) Each Canadian Revolver Lender’s obligation to make Canadian Revolver Loans or to purchase and fund risk participations in Canadian Swing Line Loans pursuant to this Section 2.4.2(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which that Lender may have against the Swing Line Lender, Canadian Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such funding of risk participations shall relieve or otherwise impair the obligation of Canadian Borrower to repay Canadian Swing Line Loans, together with interest as provided herein.

(d) Repayment of Participations.

(i) At any time after any Canadian Revolver Lender has purchased and funded a risk participation in a Canadian Swing Line Loan, if the Swing Line Lender receives any payment on account of the applicable Canadian Swing Line Loan, the Swing Line Lender will distribute to such Canadian Revolver Lender its Canadian Revolver Percentage thereof in the same funds as those received by the Swing Line Lender.

(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Canadian Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 5.5 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Canadian Revolver Lender shall pay to the Swing Line Lender its Canadian Revolver Percentage thereof on demand of Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Canadian Prime Rate. Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing Canadian Borrower for interest on Canadian Swing Line Loans. Until each Canadian Revolver Lender funds its Canadian Base Rate Loan or Canadian Prime Rate Loan, as applicable, or risk participation pursuant to this Section 2.4(e) to refinance such Canadian Revolver Lender’s Canadian Revolver Percentage of any Canadian Swing Line Loan, interest in respect of such Canadian Revolver Percentage shall be solely for the account of the Swing Line Lender.

(f) Payments Directly to Swing Line Lender. Canadian Borrower shall make all payments of principal and interest in respect of the Canadian Swing Line Loans directly to the Swing Line Lender.

(g) Canadian Swing Line Loans. To the extent not previously refinanced under Section 2.4.2(c), Canadian Borrower shall repay each Canadian Swing Line Loan on the earlier to occur of (i) the date ten Business Days after such Loan is made and (ii) the Commitment Maturity Date.

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2.5. Out-of-Formula Loans.

2.5.1. U.S. Out-of-Formula Loans. If the U.S. Revolver Outstandings at any time should exceed the U.S. Borrowing Base at such time (a “U.S. Out-of-Formula Condition”), such U.S. Revolver Loans shall nevertheless constitute U.S. Obligations that are secured by the U.S. Collateral and entitled to all of the benefits of the Credit Documents. In the event that U.S. Revolver Lenders are willing in their sole and absolute discretion to make U.S. Out-of-Formula Loans or are required to do so by Section 2.8 or 13.9.4 hereof, such U.S. Out-of-Formula Loans shall be payable on demand and shall bear interest at the Default Rate.

2.5.2. Canadian Out-of-Formula Loans. If the Canadian Revolver Outstandings at any time should exceed the Canadian Borrowing Base at such time (a “Canadian Out-of-Formula Condition”), such Canadian Revolver Loans shall nevertheless constitute Obligations that are secured by the Canadian Collateral and entitled to all of the benefits of the Credit Documents. In the event that Canadian Revolver Lenders are willing in their sole and absolute discretion to make Canadian Out-of-Formula Loans or are required to do so by Section 13.9.5 hereof, such Canadian Out-of-Formula Loans shall be payable on demand and shall bear interest at the Default Rate.

2.6. Use of Proceeds. The proceeds of the Loans shall be used by Borrowers solely for one or more of the following purposes: (i) to pay the fees and transaction expenses associated with the closing of the transactions described herein; (ii) to pay any of the Obligations; (iii) to finance the acquisition of Ryerson by Parent and associated debt refinancings on the Closing Date (and in respect of the Ryerson Convertible Notes); (iv) to issue standby or commercial letters or credit; (v) to finance the ongoing general corporate (including working capital and capital expenditure) needs of Borrowers; and (vi) to make expenditures for other lawful corporate purposes of Borrowers to the extent such expenditures are not prohibited by this Agreement or Applicable Law. In no event may any Loan proceeds be used by any Borrower to make a contribution to the equity of any Subsidiary, to purchase or to carry, or to reduce, retire or refinance any Debt incurred to purchase or carry, any Margin Stock or for any related purpose, in each case, that violates the provisions of Regulations T, U or X of the Board of Governors.

2.7. [Reserved].

2.8. Administrative Agent Advances. Administrative Agent shall be authorized by Borrowers and Lenders, from time to time in Administrative Agent’s sole and absolute discretion, at any time that a Default or Event of Default exists or any of the conditions precedent set forth in Section 11 hereof have not been satisfied, to make U.S. Revolver Loans to U.S. Borrowers on behalf of U.S. Revolver Lenders in an aggregate amount outstanding at any time not to exceed 5% of the U.S. Borrowing Base (“Agent Advances”), but the aggregate principal amount of all outstanding U.S. Revolver Loans shall not exceed the aggregate amount of the U.S. Commitments (and to the extent that an Out-of-Formula Condition occurs as a result thereof, subject to Section 13.9.4 hereof), but only to the extent that Administrative Agent deems the funding of such Agent Advances to be necessary or desirable (i) to preserve or protect the Collateral or any portion thereof, (ii) to enhance the likelihood of or the amount of repayment of the Obligations or (iii) to pay any other amount chargeable to Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses, all of which Loans advanced by Administrative Agent shall be deemed part of the Obligations and secured by the Collateral; provided, however, that the Required U.S. Revolver Lenders may at any time revoke Administrative Agent’s authorization to make any such Agent Advances to U.S. Borrowers by written notice to Administrative Agent, which shall become effective upon and after Administrative

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Agent’s receipt thereof. Absent such revocation, Administrative Agent’s determination that funding an Agent Advance is appropriate shall be conclusive. Each U.S. Revolver Lender shall participate in each Agent Advance on a Pro Rata basis.

2.9. Increase in Commitments.

2.9.1. So long as no Default or Event of Default exists, Borrowers may request that the Commitments be increased and, upon such request, Administrative Agent shall use reasonable efforts in light of then current market conditions to solicit additional financial institutions to become Lenders for purposes of this Agreement, or to encourage any Lender to increase its Commitment; provided that (a) each Lender which is a party to this Agreement immediately prior to such increase shall have the first option, and may elect, to fund its Pro Rata share of the amount of the increase in the Commitment (or any such greater amount in the event that one or more Lenders does not elect to fund its respective Pro Rata share of the amount of the increase in the Commitment), thereby increasing its Commitment hereunder, but no Lender shall have any obligation to do so; (b) in the event that it becomes necessary to include a new financial institution to fund the amount of the requested increase in the Commitment, each such financial institution shall be an Eligible Assignee and each such financial institution shall become a Lender hereunder and agree to become party to, and shall assume and agree to be bound by, this Agreement, subject to all terms and conditions hereof; (c) no Lender shall have an obligation to Borrowers, Agents or any other Lender to increase its Commitment or its Pro Rata share of the Commitments, which decision shall be made in the sole discretion of each Lender; and (d) in no event shall the addition of any Lender or Lenders or the increase in the Commitment of any Lender under this Section 2.9.1 increase the aggregate Commitments (i) in any single instance by less than $100,000,000 or (ii) by an aggregate amount greater than $400,000,000 less the amount of any voluntary reductions under Section 5.3 hereof. Upon the addition of any Lender, or the increase in the Commitment of any Lender, Schedule 1 shall be amended by Administrative Agent and Borrowers to reflect such addition or such increase, and Administrative Agent shall deliver to the Lenders, Agents and Borrowers copies of such amended Schedule 1. Borrowers shall not be required to pay to the applicable Agent, for its own account, an administrative or arrangement fee for the foregoing increase in the Commitments even if such fee requires the processing of any new Lender. Lenders shall be entitled to receive and Borrowers shall be obligated to pay a mutually agreeable amendment fee to the applicable Agent for the Pro Rata benefit of those Lenders who increase their Commitment and any new Lenders, such fee to be based upon the increase in their Commitments only and not on their aggregate Commitments after giving effect to such increase.

2.9.2. If any requested increase in the Commitments is agreed to in accordance with Section 2.9.1 above, Administrative Agent and Borrowers shall determine the effective date of such increase (the “Increase Effective Date”). Administrative Agent, with the consent and approval of Borrowers, shall promptly confirm in writing to the Lenders the final allocation of such increase as of the Increase Effective Date, and each new Lender and each existing Lender that has increased its Commitment shall purchase Loans and L/C Obligations from each other Lender in an amount such that, after such purchase or purchases, the amount of outstanding Loans and L/C Obligations from each Lender shall equal such Lender’s respective Pro Rata share of the U.S. Revolver Commitments and Canadian Revolver Commitments, as applicable, as modified to give effect to such increase, multiplied by the aggregate amount of Loans outstanding and L/C Obligations from all Lenders. As a condition precedent to the effectiveness of such increase, Borrowers shall deliver to Administrative Agent a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Senior Officer of Borrower Agent on behalf of Borrowers, including a Compliance Certificate demonstrating compliance

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with the terms of this Agreement and certification that, before and after giving effect to such increase, the representations and warranties contained in Section 9 of the Credit Agreement are true and correct in all material respects on and as of the Increase Effective Date (except to the extent any such representation or warranty is stated to relate solely to an earlier date) and no Default or Event of Default exists. Upon the request of any Lender, Borrowers shall deliver a new or amended U.S. Revolver Note or Canadian Revolver Note, as applicable, reflecting the new or increased Commitment of each new or affected Lender, as of the Increase Effective Date.

2.10. Evidence of Debt.

2.10.1. The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by that Lender and by Administrative Agent in the ordinary course of business. The accounts or records maintained by Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Loans made by the Lenders to Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of Administrative Agent in respect of such matters, the accounts and records of Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through Administrative Agent, the applicable Borrowers shall execute and deliver to such Lender (through the applicable Agent) a Note, which shall evidence such Lender’s Loans to such Borrower in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

2.10.2. In addition to the accounts and records referred to in Section 3.12.1, each Lender and Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by that Lender of participations in Letters of Credit and Canadian Swing Line Loans or U.S. Swing Line Loans, as applicable. In the event of any conflict between the accounts and records maintained by Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of Administrative Agent shall control in the absence of manifest error.

SECTION 3. INTEREST, FEES AND CHARGES

3.1. Interest.

3.1.1. Subject to the provisions of Section 3.1.2, (i) each U.S. LIBOR Loan under the U.S. Revolver shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Adjusted LIBOR Rate for such Interest Period plus the Applicable Margin; (ii) each Canadian LIBOR Loan under the Canadian Revolver shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Adjusted LIBOR Rate for such Interest Period plus the Applicable Margin (iii) each BA Rate Loan under the Canadian Revolver shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the BA Rate for such Interest Period plus the Applicable Margin; (iv) each U.S. Base Rate Loan under the U.S. Revolver shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the U.S. Base Rate plus the Applicable Margin; (v) each Canadian Base Rate Loan under the Canadian Revolver shall bear interest on the outstanding

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principal amount thereof from the applicable borrowing date at a rate per annum equal to the Canadian Base Rate plus the Applicable Margin; (vi) each Canadian Prime Rate Loan under the Canadian Revolver shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Canadian Prime Rate plus the Applicable Margin; (vii) each Canadian Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to (A) the Canadian Base Rate plus the Applicable Margin applicable to Canadian Base Rate Loans or (B) the Canadian Prime Rate plus the Applicable Margin applicable to Canadian Prime Rate Loans, as applicable; and (viii) each U.S. Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the U.S. Base Rate plus the Applicable Margin applicable to U.S. Base Rate Loans.

3.1.2. (a) If any amount payable by a Borrower under any Credit Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by Applicable Law.

(b) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

3.2. Fees. In addition to certain fees described in Sections 2.3.9 and 2.3.10:

3.2.1. Unused Line Fee. U.S. Borrowers shall be jointly and severally obligated to pay to Administrative Agent for the Pro Rata benefit of U.S. Revolver Lenders a fee equal to the Applicable Unused Line Fee Margin for the unused line divided by three hundred sixty (360) days and multiplied by the number of days in the month and then multiplied by the amount, if any, by which the Average Revolver Balance with respect to the U.S. Revolver for such month (or portion thereof that the U.S. Revolver Commitments are in effect) is less than the aggregate amount of the U.S. Revolver Commitments, such fee to be paid on the first day of the following month; but if the U.S. Revolver Commitments are terminated on a day other than the first day of a month, then any such fee payable for the month in which termination shall occur shall be paid on the effective date of such termination and shall be based upon the number of days that have elapsed during such period. Canadian Borrower shall be obligated to pay to Canadian Agent for the Pro Rata benefit of Canadian Revolver Lenders a fee equal to the Applicable Unused Line Fee Margin for the unused line divided by three hundred sixty-five (365) days and multiplied by the number of days in the month and then multiplied by the amount, if any, by which the Average Revolver Balance with respect to the Canadian Revolver for such month (or portion thereof that the Canadian Revolver Commitments are in effect) is less than the aggregate amount of the Canadian Revolver Commitments, such fee to be paid on the first day of the following month; but if the Canadian Revolver Commitments are terminated on a day other than the first day of a month, then any such fee payable for the month in which termination shall occur shall be paid on the effective date of such termination and shall be based upon the number of days that have elapsed during such period.

3.2.2. Audit and Appraisal Fees. Borrowers shall reimburse the applicable Agent for all reasonable costs and expenses incurred by such Agent in connection with (i) examinations and reviews of any Borrower’s or any Canadian Subsidiary Guarantor’s, as applicable, books and records and such other matters pertaining to such Borrower or Canadian Subsidiary Guarantor, as applicable, or any Collateral as Administrative Agent shall deem appropriate in the exercise of its reasonable Credit Judgment and, in each case, shall pay to the applicable Agent the standard amount charged by the applicable Agent ($8501,000 per person per day as of the Closing Date) for each day that an employee or agent of such Agent shall be engaged in an examination or review of such Borrower’s or Canadian

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Subsidiary Guarantor’s books and records, and (ii) appraisals of Inventory, at such times as may be determined by Administrative Agent; provided, however, that Borrowers shall not be obligated to reimburse the applicable Agent for more than the number of all field examinations and all appraisals of Collateral specified to be paid by Borrowers conducted as provided in Section 10.1.1 and in connection with satisfying the Acquired Accounts Eligibility Requirement or the Acquired Inventory Eligibility Requirement.

3.2.3. Administrative Agent’s Fee. In consideration of Bank of America’s service as Administrative Agent hereunder, U.S. Borrowers shall be jointly and severally obligated to pay to Bank of America an Administrative Agent’s fee in the amounts and on the dates provided in the Fee Letter.

3.2.4. Arrangement Fee. In consideration of Bank of America’s and BASMLPFSI’s arrangement of the credit facility referenced herein, U.S. Borrowers shall be jointly and severally obligated to pay Bank of America and BASMLPFSI an arrangement fee as provided in the Engagement and Fee Letter. U.S. Borrowers shall be jointly and severally obligated to pay (i) General Electric Capital Corporation and its affiliates fees as provided in the GE Amendment No. 1 Fee Letter and (ii) Wells Fargo Capital Finance, LLC a fee as provided in the Wells Amendment No. 1 Fee Letter.

3.2.5. General Provisions. All fees shall be fully earned by the identified recipient thereof pursuant to the foregoing provisions of this Agreement and the, the Fee Letter, the Engagement and Fee Letter, the GE Amendment No. 1 Fee Letter and the Wells Amendment No. 1 Fee Letter on the due date thereof (and, in the case of Letters of Credit, upon each issuance, renewal or extension of such Letters of Credit) and, except as otherwise set forth herein or required by Applicable Law, shall not be subject to rebate, refund or proration. All fees provided for in this Section 3.2 are and shall be deemed to be compensation for services and are not, and shall not be deemed to be, interest or any other charge for the use, forbearance or detention of money.

3.3. Reimbursement Obligations.

3.3.1. Borrowers shall reimburse the applicable Agent or, to the extent set forth below, any Collateral Agent (and during any period that an Event of Default exists, each Lender) for:

(i) all reasonable legal, accounting, appraisal, consulting and other fees and out-of-pocket expenses incurred by such Agent (and during any period that an Event of Default exists, any Lender) in connection with (a) the negotiation and preparation of any of the Credit Documents or any amendment or modification thereto; (b) the administration of the Credit Documents and the transactions contemplated thereby, subject to Section 3.2.2 hereof; and (c) any inspection of or audits conducted with respect to such Borrower’s or any Canadian Subsidiary Guarantor’s, as applicable, books and records or any of the Collateral, subject to Section 3.2.2 hereof; and

(ii) all legal, accounting, appraisal, consulting and other fees and out-of-pocket expenses incurred by the applicable Agent (and during any period that an Event of Default exists, any Lender) in connection with: (a) any effort to verify, protect, appraise (subject to Section 3.2.2 hereof), preserve, or restore any of the Collateral or to collect, sell, liquidate or otherwise dispose of or realize upon any of the Collateral; (b) any litigation, contest, dispute, suit, proceeding or action (whether instituted by or against such Agent, any applicable Collateral Agent, any applicable Lender, any applicable Borrower or any other Person) in any way arising out of or relating to any of the Collateral (or the validity, perfection or priority of such Agent’s

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Liens thereon), any of the Credit Documents or the validity, allowance or amount of any of the Obligations (unless such litigation is between Borrowers and the Canadian Subsidiary Guarantors and/or Agents and/or Collateral Agents and/or Lenders and a court having jurisdiction renders a final, non appealable judgment against Agents and/or Collateral Agents and/or Lenders, in which event Borrowers shall not be liable for, as applicable, Agents’, Collateral Agents’ or Lenders’ costs of such litigation); (c) the protection or enforcement of any rights or remedies of such Agent, any applicable Collateral Agent or any applicable Lender in any Insolvency Proceeding; (d) any other action taken by such Agent, any applicable Collateral Agent or any applicable Lender to enforce any of the rights or remedies of such Agent, such Collateral Agent or such Lender against any Borrower or any Account Debtors to enforce collection of any of the Obligations or payments with respect to any of the Collateral; (e) any waiver of any Default or Event of Default under any of the Credit Documents, or any restructuring or forbearance with respect thereto; and (f) any action taken to perfect or maintain the perfection or priority of the applicable Agent’s Liens with respect to any of the Collateral. All amounts chargeable to Borrowers under this Section 3.3 shall constitute Obligations that are secured by all of the applicable Collateral and shall be payable on demand to the applicable Agent. Borrowers also shall reimburse the applicable Agent for expenses incurred by such Agent in its administration of any of the Collateral to the extent and in the manner provided in Section 8 hereof or in any of the other Credit Documents. The foregoing shall be in addition to, and shall not be construed to limit, any other provision of any of the Credit Documents regarding the reimbursement by Obligors of costs, expenses or liabilities suffered or incurred by any Agent, any Collateral Agent or any Lender.

3.3.2. If at any time, in connection with the administration of the Credit Documents or the normal day-to-day operations and maintenance of the Loans, Administrative Agent or (with the consent of Administrative Agent) BASMLPFSI or any Lender shall agree to indemnify any Person (including Bank of America or Bank of America-Canada Branch) against losses or damages that such Person may suffer or incur in its dealings or transactions with Borrowers and any Canadian Subsidiary Guarantor, or shall guarantee or provide assurance of payment or performance of any liability or obligation of Borrowers or any Canadian Subsidiary Guarantor to such Person, including with respect to Bank Product Debt, then the Contingent Obligation of any Agent or any Lender providing any such indemnity, guaranty or other assurance of payment or performance, together with any payment made or liability incurred by any Agent or any Lender in connection therewith, shall constitute Obligations that are secured by the Collateral and Borrowers shall repay, on demand, any amount so paid or any liability incurred by any Agent or any Lender in connection with any such indemnity, guaranty or assurance, except that repayment pursuant to Section 2.3.3(i) shall be due as set forth in that Section. Nothing herein shall be construed to impose upon any Agent or any Lender any obligation to provide any such indemnity, guaranty or assurance except to the extent provided in Section 2.3 hereof. Administrative Agent shall use reasonable efforts to notify Borrower Agent of such indemnity, guaranty or assurance to the extent that such indemnity, guaranty or assurance has not otherwise been expressly requested by Borrowers.

3.3.3. In the event that any financial statement or Borrowing Base Certificate delivered pursuant to Section 10.1.3 or 8.4 is shown to be inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected would have led to a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) Borrowers shall immediately deliver to Administrative Agent correct financial statements and a correct Borrowing Base Certificate for such Applicable Period, (ii) the Applicable Margin shall be determined by reference to the correct financial statements and corrected Borrowing Base Certificate (but in no event shall Lenders owe any amounts to

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Borrowers), and (iii) Borrowers shall immediately pay to the applicable Agent the additional interest owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the applicable Agent in accordance with the terms hereof. This Section 3.3.3 shall not limit the rights of any Agent and Lenders hereunder.

3.4. Bank Charges. Borrowers shall pay to the applicable Agent, on demand, any and all fees, costs or expenses which such Agent or any Lender pays to a bank or other similar institution (including any fees paid by any Agent or any Lender to any Participant) arising out of or in connection with (i) the forwarding to a Borrower or any other Person on behalf of Borrower by any Agent or any Lender of proceeds of Loans made by Lenders to a Borrower pursuant to this Agreement and (ii) the depositing for collection by any Agent or any Lender of any Payment Item received or delivered to any Agent or any Lender on account of the Obligations. Each Borrower acknowledges and agrees that any Agent may charge such costs, fees and expenses to Borrowers based upon such Agent’s good faith estimate of such costs, fees and expenses as they are incurred by such Agent or any Lender.

3.5. Illegality. If any Lender determines that any Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund LIBOR Loans or BA Rate Loans, or to determine or charge interest rates based upon the Adjusted LIBOR Rate or the BA Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, U.S. Dollars in the London interbank market or the position of such Lender in such Lender in such market in respect of Adjusted LIBOR determination or other circumstance affecting the determination of the BA Rate, then, on notice thereof by such Lender to Agent, any obligation of such Lender to make or continue LIBOR Loans or BA Rate Loans or to convert U.S. Base Rate Loans to U.S. LIBOR Loans, Canadian Base Rate Loans to Canadian LIBOR Loans or Canadian Prime Rate loans to BA Rate Loans shall be suspended until such Lender notifies Agent that the circumstances giving rise to such determination no longer exist. Upon delivery of such notice, Borrowers shall prepay or, if applicable, convert all U.S. LIBOR Loans, Canadian LIBOR Loans or BA Rate Loans of such Lender to U.S. Base Rate Loans, Canadian Base Rate Loans or Canadian Prime Rate Loans, as applicable, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBOR Loans or BA Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBOR Loans or BA Rate Loans. Upon any such prepayment or conversion, Borrowers shall also pay accrued interest on the amount so prepaid or converted.

3.6. Increased Costs; Capital Adequacy.

3.6.1. Change in Law. If any Change in Law shall:

(a) impose modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted LIBOR Rate or BA Rate) or Issuing Bank;

(b) subject any Lender or Issuing Bank to any Tax with respect to any Loan, Credit Document, Letter of Credit or participation in L/C Obligations, or change the basis of taxation of

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payments to such Lender or Issuing Bank in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 5.9 and the imposition of, or any change in the rate of, any Excluded Taxes payable by such Lender or Issuing Bank); or

(c) impose on any Lender or Issuing Bank or the London interbank market or the Lender’s position in such market any other condition, cost or expense affecting any Loan, Credit Document, Letter of Credit or participation in L/C Obligations;

and the result thereof shall be to increase the cost to such Lender of making or maintaining any LIBOR Loan or BA Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or Issuing Bank, the applicable Borrowers will pay to such Lender or Issuing Bank, as applicable, such additional amount or amounts as will compensate such Lender or Issuing Bank, as applicable, for such additional costs incurred or reduction suffered.

3.6.2. Capital Adequacy. If any Lender or Issuing Bank determines that any Change in Law affecting such Lender or Issuing Bank or any Lending Office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s, Issuing Bank’s or holding company’s capital as a consequence of this Agreement, or such Lender’s or Issuing Bank’s Commitments, Loans, Letters of Credit or participations in L/C Obligations, to a level below that which such Lender, Issuing Bank or holding company could have achieved but for such Change in Law (taking into consideration such Lender’s, Issuing Bank’s and holding company’s policies with respect to capital adequacy), then from time to time the applicable Borrowers will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate it or its holding company for any such reduction suffered.

3.6.3. Compensation. Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of its right to demand such compensation, but Borrowers shall not be required to compensate a Lender or Issuing Bank for any increased costs incurred or reductions suffered more than nine months prior to the date that the Lender or Issuing Bank notifies Borrower Agent of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

3.7. Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.6, or if Borrowers are required to pay additional amounts with respect to a Lender under Section 5.9, then such Lender shall use reasonable efforts to designate a different Lending Office or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment (a) would eliminate the need for such notice or reduce amounts payable in the future, as applicable; and (b) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Borrowers agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

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3.8. Funding Losses. If for any reason (other than default by a Lender) (a) any Borrowing of, or conversion to or continuation of, a LIBOR Loan or BA Rate Loan does not occur on the date specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation (whether or not withdrawn), (b) any repayment or conversion of a LIBOR Loan or a BA Rate Loan occurs on a day other than the end of its Interest Period, or (c) Borrowers fail to repay a LIBOR Loan or BA Rate Loan when required hereunder, then the applicable Borrowers shall pay to the applicable Agent its customary administrative charge and to each Lender all losses and expenses that it sustains as a consequence thereof, including loss of anticipated profits and any loss or expense arising from liquidation or redeployment of funds or from fees payable to terminate deposits of matching funds. Lenders shall not be required to purchase U.S. Dollar deposits in the London interbank market or any other offshore U.S. Dollar market to fund any LIBOR Loan or purchase any bankers’ acceptances to fund any BA Rate Loan, but the provisions hereof shall be deemed to apply as if each Lender had purchased such deposits or bankers’ acceptances, as applicable, to fund its LIBOR Loans or BA Rate Loans, as applicable.

3.9. Maximum Interest.

3.9.1. Notwithstanding anything to the contrary contained in any Credit Document, the interest paid or agreed to be paid under the Credit Documents shall not exceed the maximum rate of non-usurious interest permitted by Applicable Law (the “maximum rate”). If Administrative Agent or any Lender shall receive interest in an amount that exceeds the maximum rate, the excess interest shall be applied to the principal of the Obligations or, if it exceeds such unpaid principal, refunded to Borrowers. In determining whether the interest contracted for, charged or received by Administrative Agent or a Lender exceeds the maximum rate, such Person may, to the extent permitted by Applicable Law, (a) characterize any payment that is not principal as an expense, fee or premium rather than interest; (b) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

3.9.2. Without limiting the generality of Section 3.9.1, if any provision of any of the Credit Documents would obligate Canadian Obligors to make any payment of interest with respect to the Canadian Obligations in an amount or calculated at a rate which would be prohibited by Applicable Law or would result in the receipt of interest with respect to the Canadian Obligations at a criminal rate (as such terms are construed under the Criminal Code (Canada)), then notwithstanding such provision, such amount or rates shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by the applicable recipient of interest with respect to the Canadian Obligations at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (i) first, by reducing the amount or rates of interest required to be paid to the applicable recipient under the Credit Documents; and (ii) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the applicable recipient which would constitute interest with respect to the Canadian Obligations for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if the applicable recipient shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), then Canadian Obligors shall be entitled, by notice in writing to Canadian Agent, to obtain reimbursement from the applicable recipient in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by the applicable recipient to the applicable Canadian Obligor. Any amount or rate of interest with respect to the Canadian Obligations referred to in this Section 3.9.2 shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of

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interest over the term that any Canadian Revolver Loans to Canadian Borrower remain outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be prorated over that period of time and otherwise be prorated over the period from the Closing Date to the date of Full Payment of the Canadian Obligations, and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Canadian Agent shall be conclusive for the purposes of such determination.

3.10. Computation of Interest and Fees. All computations of interest for (i) U.S. Base Rate Loans when the U.S. Base Rate is determined by the Prime Rate, (ii) Canadian Base Rate Loans when the Canadian Base Rate is determined by Bank of America-Canada Branch’s “base rate,” (iii) Canadian Prime Rate Loans when the Canadian Prime Rate is determined by Bank of America-Canada Branch’s “prime rate” and (iv) BA Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 3.13.1, bear interest for one day. Each determination by Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. For the purposes of the Interest Act (Canada), (i) whenever any interest under this Agreement or any other Credit Document is calculated using a rate based on a year of 360 days, the rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate, (y) multiplied by the actual number of days in the calendar year in which the period for which such interest is payable (or compounded) ends, and (z) divided by 360, (ii) the principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement, and (iii) the rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields.

3.11. Replacement of Lenders. Borrower Agent shall be permitted to replace any Lender that requests reimbursement for any amount reimbursable by Borrowers pursuant to any of Sections 3.6.1, 3.6.2 or 5.9; provided that (i) such replacement does not conflict with any Applicable Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) if applicable, prior to any such replacement, such Lender shall not have taken appropriate action under Section 3.7 so as to eliminate the continued need for payment of such amounts, (iv) Borrowers shall be liable to such replaced Lender under Section 3.8 if any LIBOR Loan or BA Rate Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (v) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to Administrative Agent, (vi) the transfer shall be made in accordance with the provisions of Section 14.1 (provided that the applicable Borrowers shall be obligated to pay the registration and processing fee referred to therein) and by its execution of this Agreement each Lender hereby authorizes Agents to act as its agent in executing any documents to replace such Lender in accordance with this Section 3.11, and (vii) any such replacement shall not be deemed to be a waiver of any rights that Borrowers, Agents, the Collateral Agents or any other Lender shall have against the replaced Lender.

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SECTION 4. LOAN ADMINISTRATION

4.1. Payments Generally; Administrative Agent’s Clawback.

4.1.1. General. All payments to be made by Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by Borrowers hereunder shall be made to the applicable Agent, for the account of the respective Lenders to which such payment is owed, at the appropriate Administrative Agent’s Office in U.S. Dollars or Canadian Dollars, as applicable, and in immediately available funds not later than 11:00 a.m. on the date specified herein. The applicable Agent will promptly distribute to each Lender its Pro Rata share in respect of the relevant Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to that Lender’s Lending Office. All payments received by the applicable Agent after 11:00 a.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by a Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected on computing interest or fees, as the case may be.

4.1.2. (a) Funding by Lenders; Presumption by Administrative Agent. Unless Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of LIBOR Loans or BA Rate Loans (or, in the case of any Borrowing of U.S. Base Rate Loans, Canadian Base Rate Loans or Canadian Prime Rate Loans, prior to 11:00 a.m. on the date of such Borrowing) that that Lender will not make available to the applicable Agent that Lender’s share of such Borrowing, the applicable Agent may assume that that Lender has made such share available on such date in accordance with Section 2.2 (or, in the case of a Borrowing of U.S. Base Rate Loans, Canadian Base Rate Loans or Canadian Prime Rate Loans, that that Lender has made such share available in accordance with and at the time required by Section 2.2) and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the applicable Agent, then the applicable Lender and the applicable Borrower severally agree to pay to the applicable Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to such Borrower to but excluding the date of payment to the applicable Agent, at (A) in the case of a payment to be made by that Lender, the greater of the Federal Funds Rate (or, in respect of any payments under the Canadian Revolver, the Canadian Prime Rate) and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the applicable Agent in connection with the foregoing, and (B) in the case of a payment to be made by a Borrower, the interest rate applicable to U.S. Base Rate Loans, or if such payment relates to Canadian Revolver Loans, the interest rate applicable to Canadian Base Rate Loans or Canadian Prime Rate Loans (as applicable). If such Borrower and that Lender shall pay such interest to the applicable Agent for the same or an overlapping period, the applicable Agent shall promptly remit to such Borrower the amount of such interest paid by such Borrower for such period. If that Lender pays its share of the applicable Borrowing to the applicable Agent, then the amount so paid shall constitute that Lender’s Loan included in such Borrowing. Any payment by a Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the applicable Agent.

(b) Payments by Borrowers; Presumptions by Administrative Agent. Unless Administrative Agent shall have received notice from a Borrower prior to the time at which any payment

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is due to the applicable Agent for the account of Lenders or the Issuing Bank hereunder that such Borrower will not make such payment, the applicable Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the relevant Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the relevant Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the applicable Agent forthwith on demand the amount so distributed to that Lender or the Issuing Bank, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the applicable Agent, at the greater of (i) the Federal Funds Rate, with respect to payment in respect of the U.S. Revolver or the Canadian Prime Rate, with respect to payment in respect of the Canadian Revolver and (ii) a rate determined by the applicable Agent in accordance with banking industry rules on interbank compensation.

A notice of Administrative Agent to any Lender or a Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

4.1.3. Failure to Satisfy Conditions Precedent. If any Lender makes available to the applicable Agent funds for any Loan to be made by that Lender as provided in the foregoing provisions of Section 2 and Section 3, and such funds are not made available to the applicable Borrower by the applicable Agent because the conditions to the applicable Credit Extension set forth in Section 11.2 are not satisfied or waived in accordance with the terms hereof, the applicable Agent promptly shall return such funds (in like funds as received from that Lender) to that Lender, without interest.

4.1.4. Obligations of Lenders Several. The obligations of Lenders hereunder to make the U.S. Revolver Loans and the Canadian Revolver Loans, to fund participations in Letters of Credit, Canadian Swing Line Loans and U.S. Swing Line Loans and to make payments pursuant to Section 15.2 are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 15.2 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 15.2.

4.1.5. Funding Source. Subject to the definition of “Canadian Revolver Lender,” nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

4.1.6. Insufficient Funds. If at any time insufficient funds are received by and available to Agents to pay fully all amounts of principal, L/C Borrowings, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, toward payment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and L/C Borrowings then due to such parties.

4.2. Defaulting Lender. If any Lender shall, at any time, fail to make any payment to the applicable Agent or Bank of America or Bank of America-Canada Branch that is required hereunder, the applicable Agent may, but shall not be required to, retain payments that would otherwise be made to such defaulting Lender hereunder and apply such payments to such defaulting Lender’s defaulted obligations hereunder, at such

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time, and in such order, as the applicable Agent may elect in its sole discretion. With respect to the payment of any funds from the applicable Agent to a Lender or from a Lender to the applicable Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate, with respect to payment owing to or from a U.S. Revolver Lender or the Canadian Prime Rate, with respect to payments owing to or from a Canadian Revolver Lender. The failure of any Lender to fund its portion of any Loan or payment in respect of a L/C Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Loan or payment in respect of a L/C Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of a L/C Obligation to be made by such Lender on the date of any Borrowing. Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations (other than matters described in Section 13.9.1(c)) and determining a defaulting Lender’s Pro Rata share of payments and proceeds of Collateral pending such defaulting Lender’s cure of its defaults hereunder, a defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). The provisions of this Section 4.2 shall be solely for the benefit of Administrative Agent, Canadian Agent and Lenders and may not be enforced by Borrowers.

4.2.1. Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(a) Waivers and Amendments. That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 13.9.

(b) Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by Administrative Agent or Canadian Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 12 or otherwise), shall be applied at such time or times as may be determined by Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Bank or Swing Line Lender hereunder; third, if so determined by Administrative Agent or requested by the Issuing Bank or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit then outstanding; fourth, as any Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by Administrative Agent; fifth, if so determined by Administrative Agent and the Borrower Agent, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by any Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of

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which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 11.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 4.2.1(b) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

(c) Certain Fees. That Defaulting Lender shall not be entitled to receive any Letter of Credit Fee pursuant to Section 2.3.9 for any period during which that Lender is a Defaulting Lender (and no Borrower shall be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(d) Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.3 and 2.4, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans of that Lender.

(e) Defaulting Lender Cure. If the Borrowers, the Administrative Agent, Swing Line Lender and the Issuing Bank agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Committed Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 4.2.1(d)), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

4.3. Special Provisions Governing LIBOR Loans.

4.3.1. [Reserved]

4.3.2. [Reserved]

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4.3.3. LIBOR Lending Office. Each Lender’s initial LIBOR Lending Office is set forth on Schedule 2 hereof. Each Lender shall have the right at any time and from time to time to designate a different office of itself or of any Affiliate as such Lender’s LIBOR Lending Office, and to transfer, any outstanding LIBOR Loans to such LIBOR Lending Office. No such designation or transfer shall result in any liability on the part of Borrowers for increased costs or expenses resulting solely from such designation or transfer. Provided that a change in Applicable Law was not in effect at the time of such designation or transfer, increased costs for expenses resulting from such change in Applicable Law occurring subsequent to any such designation or transfer shall be deemed not to result solely from such designation or transfer.

4.4. Borrower Agent. Each Borrower hereby irrevocably appoints Ryerson, and Ryerson agrees to act under this Agreement, as the agent and representative of itself and each other Borrower for all purposes under this Agreement, including requesting Borrowings, selecting whether any Loan or portion thereof is to bear interest as a U.S. Base Rate Loan, a U.S. LIBOR Loan, a Canadian LIBOR Loan a Canadian Base Rate Loan, a Canadian Prime Rate Loan or a BA Rate Loan, and receiving account statements and other notices and communications to Borrowers (or any of them) from Administrative Agent. Administrative Agent may rely, and shall be fully protected in relying, on any Notice of Borrowing, Notice of Conversion/Continuation, disbursement instructions, reports, information, Borrowing Base Certificate or any other notice or communication made or given by Borrower Agent, whether in its own name, on behalf of any Borrower or on behalf of “the Borrowers,” and Administrative Agent shall have no obligation to make any inquiry or request any confirmation from or on behalf of any other Borrower as to the binding effect on such Borrower of any such Notice of Borrowing, instruction, report, information, Borrowing Base Certificate or other notice or communication from Borrower Agent, nor shall any joint and several character of Borrowers’ liability for the Obligations be affected. Administrative Agent may maintain a Loan Account in the name of “Ryerson Group, Inc.” hereunder with respect to the U.S. Revolver and a Loan Account in the name of “Ryerson Canada, Inc.” with respect to the Canadian Revolver, and each Borrower expressly agrees to such arrangement and confirms that such arrangement shall have no effect on any joint and several character of such Borrower’s liability for the Obligations.

4.5. U.S. Revolver Loans to Constitute One Obligation. The U.S. Revolver Loans shall constitute one general obligation of U.S. Borrowers and (unless otherwise expressly provided in any Security Document) shall be secured by Administrative Agent’s Lien upon all of the Collateral attributable to U.S. Borrowers; provided, however, that each Agent, each Collateral Agent and each U.S. Revolver Lender shall be deemed to be a creditor of each U.S. Borrower and the holder of a separate claim against each U.S. Borrower to the extent of any Obligations jointly and severally owed by U.S. Borrowers to such Agent, such Collateral Agent or such U.S. Revolver Lender.

SECTION 5. PAYMENTS

5.1. General Payment Provisions. All payments (including all prepayments) of principal of and interest on the Loans, L/C Obligations and other Obligations that are payable to any Agent or any Lender shall be made (a) to Administrative Agent with respect to the U.S. Revolver Loans, in U.S. Dollars, and (b) to Canadian Agent with respect to the Canadian Revolver Loans, in Canadian Dollars or U.S. Dollars, as applicable, in each case, without any offset or counterclaim and free and clear of (and without deduction for) any present or future Taxes, and, with respect to payments made other than by application of balances in the

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Payment Account, in immediately available funds not later than 11:00 a.m. on the due date (and payment made after such time on the due date to be deemed to have been made on the next succeeding Business Day). All payments received by the applicable Agent shall be distributed by the applicable Agent in accordance with Section 5.7 hereof, subject to the rights of offset that the applicable Agent may have as to amounts otherwise to be remitted to a particular Lender by reason of amounts due the applicable Agent from such Lender under any of the Credit Documents.

5.2. Repayment of Loans.

5.2.1. Payment of Principal. The outstanding principal amounts with respect to the Loans shall be repaid as follows:

(i) Any U.S. Base Rate Loans shall be paid by the U.S. Borrowers to Administrative Agent, for the Pro Rata benefit of U.S. Revolver Lenders unless timely converted to a U.S. LIBOR Loan in accordance with this Agreement, immediately upon the Commitment Maturity Date.

(ii) Any Canadian Base Rate Loans or Canadian Prime Rate Loans shall be paid by Canadian Borrower to Canadian Agent, for the Pro Rata benefit of Canadian Revolver Lenders unless timely converted to a BA Rate Loan or Canadian LIBOR Loan in accordance with this Agreement, immediately upon the Commitment Maturity Date.

(iii) Any U.S. LIBOR Loans shall be paid by the applicable Borrower to Administrative Agent, for the Pro Rata benefit of U.S. Revolver Lenders, immediately upon (a) the last day of the Interest Period applicable thereto, unless converted to a U.S. Base Rate Loan or continued as a U.S. LIBOR Loan in accordance with the terms of this Agreement, immediately upon (a) the last day of the Interest Period applicable thereto and (b) the Commitment Maturity Date. In no event shall Borrowers be authorized to make a voluntary prepayment with respect to any U.S. LIBOR Loan prior to the last day of the Interest Period applicable thereto unless Borrowers pay to Administrative Agent, for the Pro Rata benefit of Lenders, concurrently with any prepayment of a U.S. LIBOR Loan, any amount due Administrative Agent and Lenders under Section 3.8 hereof as a consequence of such prepayment.

(iv) Any Canadian LIBOR Loans shall be paid by Canadian Borrower to Canadian Agent, for the Pro Rata benefit of Canadian Revolver Lenders, immediately upon (a) the last day of the Interest Period applicable thereto, unless converted to a Canadian Base Rate Loan or continued as a Canadian LIBOR Loan in accordance with the terms of this Agreement, immediately upon (a) the last day of the Interest Period applicable thereto and (b) the Commitment Maturity Date. In no event shall Canadian Borrower be authorized to make a voluntary prepayment with respect to any Canadian LIBOR Loan prior to the last day of the Interest Period applicable thereto unless Canadian Borrower pays to Canadian Agent, for the Pro Rata benefit of Canadian Lenders, concurrently with any prepayment of a Canadian LIBOR Loan, any amount due Canadian Agent and Canadian Lenders under Section 3.8 hereof as a consequence of such prepayment.

(v) Any BA Rate Loans shall be paid by Canadian Borrower to Canadian Agent, for the Pro Rata benefit of Canadian Revolver Lenders, immediately upon (a) the last day of the Interest Period applicable thereto, unless converted to a Canadian Prime Rate Loan or continued as a BA Rate Loan in accordance with the terms of this Agreement, immediately upon (a) the last

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day of the Interest Period applicable thereto and (b) the Maturity Date. In no event shall Canadian Borrower be authorized to make a voluntary prepayment with respect to any Canadian Revolver Loan outstanding as a BA Rate Loan prior to the last day of the Interest Period applicable thereto unless Canadian Borrower pays to Canadian Agent, for the Pro Rata benefit of Canadian Revolver Lenders, concurrently with any prepayment of a BA Rate Loan, any amount due Canadian Agent and Lenders under Section 3.8 hereof as a consequence of such prepayment.

(vi) Notwithstanding anything to the contrary contained elsewhere in this Agreement (but subject to Section 13.9.4), if a U.S. Out-of-Formula Condition shall exist, U.S. Borrowers shall, on the sooner to occur of Administrative Agent’s demand or the first Business Day after any U.S. Borrower has obtained knowledge of such U.S. Out-of-Formula Condition, repay outstanding U.S. Base Rate Loans in an amount sufficient to reduce the aggregate unpaid principal amount of all U.S. Revolver Loans by an amount sufficient to cure the U.S. Out-of-Formula Condition; and, if such payment of U.S. Base Rate Loans is not sufficient to eliminate the U.S. Out-of-Formula Condition, then U.S. Borrowers shall immediately deposit with Administrative Agent, for the Pro Rata benefit of U.S. Revolver Lenders, for application to any outstanding U.S. Revolver Loans bearing interest as U.S. LIBOR Loans as the same become due and payable (whether at the end of the applicable Interest Periods or on the Commitment Maturity Date) cash in an amount sufficient to eliminate such U.S. Out-of-Formula Condition, and Administrative Agent may (a) hold such deposit as cash security pending disbursement of same to U.S. Revolver Lenders for application to the U.S. Obligations, or (b) if a Default or Event of Default exists, immediately apply such proceeds to the payment of the U.S. Obligations, including the U.S. LIBOR Loans (in which event U.S. Borrowers shall also pay to Administrative Agent for the Pro Rata benefit of U.S. Revolver Lenders any amounts required by Section 3.8 to be paid by reason of the prepayment of a U.S. LIBOR Loan prior to the last day of the Interest Period applicable thereto).

(vii) Notwithstanding anything to the contrary contained elsewhere in this Agreement (but subject to Section 13.9.5), if a Canadian Out-of-Formula Condition shall exist, Canadian Borrower shall, on the sooner to occur of Canadian Agent’s demand or the first Business Day after Canadian Borrower has obtained knowledge of such Canadian Out-of-Formula Condition, repay outstanding Canadian Base Rate Loans and Canadian Prime Rate Loans in an amount sufficient to reduce the aggregate unpaid principal amount of all Canadian Revolver Loans by an amount sufficient to cure the Canadian Out-of-Formula Condition; and, if such payment of Canadian Base Rate Loans and Canadian Prime Rate Loans is not sufficient to eliminate the Canadian Out-of-Formula Condition, then Canadian Borrower shall immediately deposit with Canadian Agent, for the Pro Rata benefit of Canadian Revolver Lenders, for application to any outstanding Canadian LIBOR Loans or BA Rate Loans as the same become due and payable (whether at the end of the applicable Interest Periods or on the Commitment Maturity Date, cash in an amount sufficient to eliminate such Canadian Out-of-Formula Condition, and Canadian Agent may (a) hold such deposit as cash security pending disbursement of same to Canadian Revolver Lenders for application to the Canadian Obligations, or (b) if a Default or Event of Default exists, immediately apply such proceeds to the payment of the Canadian Obligations, including the Canadian LIBOR Loans and BA Rate Loans (in which event Canadian Borrower shall also pay to Canadian Agent for the Pro Rata benefit of Canadian Revolver Lenders any amounts required by Section 3.8 to be paid by reason of the prepayment of a Canadian LIBOR Loan or BA Rate Loan prior to the last day of the Interest Period applicable thereto).

5.2.2. Payment of Interest. Interest accrued on the U.S. Revolver Loans shall be due and payable on (i) the first day of each month (for the immediately preceding month), computed through

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the last day of the preceding month, with respect to any U.S. Revolver Loan (that is a U.S. Base Rate Loan), (ii) with respect to any U.S. LIBOR Loan with an interest period longer than three months, at the end of each three-month period such U.S. LIBOR Loan is outstanding and (iii) the last day of the applicable Interest Period in the case of any U.S. LIBOR Loan. Accrued interest shall also be paid by Borrowers on the Commitment Maturity Date. With respect to any U.S. Base Rate Loan converted into a U.S. LIBOR Loan pursuant to Section 2.2.1 on a day when interest would not otherwise have been payable with respect to such U.S. Base Rate Loan, accrued interest to the date of such conversion on the amount of such U.S. Base Rate Loan so converted shall be paid on the conversion date. Interest accrued on the Canadian Revolver Loans shall be due and payable on (i) the first day of each month (for the immediately preceding month), computed through the last day of the preceding month, with respect to any Canadian Revolver Loan (that is a Canadian Base Rate Loan or Canadian Prime Rate Loan) and (ii) with respect to any Canadian LIBOR Loan or BA Rate Loan with an interest period longer than three months, at the end of each three-month period such Canadian LIBOR Loan or BA Rate Loan is outstanding and (iii) the last day of the applicable Interest Period in the case of a Canadian LIBOR Loan or a BA Rate Loan. Accrued interest shall also be paid by Borrowers on the Commitment Maturity Date. With respect to any Canadian Base Rate Loan or Canadian Prime Rate Loan converted into a Canadian LIBOR Loan or BA Rate Loan pursuant to Section 2.2.1 on a day when interest would not otherwise have been payable with respect to such Canadian Base Rate Loan or Canadian Prime Rate Loan, accrued interest to the date of such conversion on the amount of such Canadian Base Rate Loan or Canadian Prime Rate Loan so converted shall be paid on the conversion date.

5.2.3. Optional Prepayments.

(i) Any Borrower may, upon notice to Administrative Agent, at any time or from time to time voluntarily prepay the Loans owed by that Borrower in whole or in part without premium or penalty; provided that:

(A) such notice must be received by Administrative Agent not later than 11:00 a.m. (x) three Business Days prior to any date of prepayment of LIBOR Loans or BA Rate Loans and (y) one Business Day prior to the prepayment of U.S. Base Rate Loans, Canadian Base Rate Loans or Canadian Prime Rate Loans;

(B) each prepayment of LIBOR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof;

(C) each prepayment of U.S. Base Rate Loans or Canadian Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding.

(D) each prepayment of BA Rate Loans shall be in a principal amount of Cdn$1,000,000 or a whole multiple of Cdn$500,000 in excess thereof; and

(E) each prepayment of Canadian Prime Rate Loans shall be in a principal amount of Cdn$500,000 or a whole multiple of Cdn$100,000 in excess thereof

or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if LIBOR Loans or BA Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of that Lender’s ratable portion of such prepayment (based on that Lender’s Applicable Percentage in respect of the relevant Facility). Any prepayment of a LIBOR Loan or BA Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.8.

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(ii) U.S. Borrower may, upon notice to the Swing Line Lender (with a copy to Administrative Agent), at any time or from time to time, voluntarily prepay U.S. Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and Administrative Agent not later than 11:00 a.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by U.S. Borrower, U.S. Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(iii) Canadian Borrower may, upon notice to the Swing Line Lender (with a copy to Administrative Agent), at any time or from time to time, voluntarily prepay Canadian Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and Administrative Agent not later than 11:00 a.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or Cdn$100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Canadian Borrower, Canadian Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

5.3. Termination or Reduction of Commitments.

5.3.1. Optional. The Borrowers may, upon notice to Administrative Agent, terminate the U.S. Revolver Commitment, the Canadian Revolver Commitment, the U.S. L/C Sublimit, the Canadian L/C Sublimit, the Canadian Swing Line Sublimit or the U.S. Swing Line Sublimit, or from time to time permanently reduce the U.S. Revolver Commitment, the Canadian Revolver Commitment, the U.S. L/C Sublimit, the Canadian L/C Sublimit, the Canadian Swing Line Sublimit or the U.S. Swing Line Sublimit; provided that:

(i) any such notice shall be received by Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction;

(ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $5,000,000 in excess thereof or, if less, the entire remaining amount of the applicable Commitment;

(iii) the Borrowers shall not terminate or reduce the U.S. Revolver Commitment if, after giving effect thereto and to any concurrent prepayments hereunder, the U.S. Revolver Outstandings would exceed the U.S. Revolver Commitment;

(iv) the Borrowers shall not terminate or reduce the Canadian Revolver Commitment if, after giving effect thereto and to any concurrent prepayments hereunder, the Canadian Revolver Outstandings would exceed the Canadian Revolver Commitment;

(v) the Borrowers shall not terminate or reduce the U.S. L/C Sublimit if, after giving effect thereto, the Outstanding Amount of U.S. L/C Obligations not fully Cash Collateralized hereunder would exceed the U.S. L/C Sublimit;

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(vi) the Borrowers shall not terminate or reduce the Canadian L/C Sublimit if, after giving effect thereto, the Outstanding Amount of Canadian L/C Obligations not fully Cash Collateralized hereunder would exceed the Canadian L/C Sublimit;

(vii) the Borrowers shall not terminate or reduce the Canadian Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Canadian Swing Line Loans would exceed the Canadian Swing Line Sublimit; and

(viii) the Borrowers shall not terminate or reduce the U.S. Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of U.S. Swing Line Loans would exceed the U.S. Swing Line Sublimit.

5.3.2. Application of Commitment Reductions; Payment of Fees.

(i) Administrative Agent will promptly notify the Lenders of any termination or reduction of the U.S. L/C Sublimit, the U.S. Swing Line Sublimit or the U.S. Revolver Commitment under this Section 5.3. Upon any reduction of the U.S. Revolver Commitments, the U.S. Revolver Commitment of each U.S. Revolver Lender shall be reduced by that Lender’s U.S. Revolver Percentage of such reduction amount. All fees in respect of the U.S. Revolver accrued until the effective date of any termination of the U.S. Revolver shall be paid to the U.S. Revolver Lenders on the effective date of such termination.

(ii) Administrative Agent will promptly notify the Canadian Revolver Lenders of any termination or reduction of the Canadian L/C Sublimit, the Canadian Swing Line Sublimit or the Canadian Revolver Commitment under this Section 5.3. Upon any reduction of the Canadian Revolver Commitments, the Canadian Revolver Commitment of each Canadian Revolver Lender shall be reduced by that Lender’s Canadian Revolver Percentage of such reduction amount. All fees in respect of the Canadian Revolver accrued until the effective date of any termination of the Canadian Revolver shall be paid to the Canadian Revolver Lenders on the effective date of such termination.

5.4. Payment of Other Obligations. The balance of the Obligations requiring the payment of money, including the L/C Obligations and Extraordinary Expenses incurred by any Agent or any Lender, shall be repaid by Borrowers to Administrative Agent for allocation among Agents and Lenders as provided in the Credit Documents, or, if no date of payment is otherwise specified in the Credit Documents, on demand.

5.5. Marshaling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of Borrowers or against or in payment of any or all of the Obligations. To the extent that Borrowers make a payment or payments to any Agent or Lenders or any of such Persons receives payment from the proceeds of any Collateral or exercises its right of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other Person, then to the extent of any loss by Agents or Lenders, the Obligations or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment or proceeds had not been made or received and any such enforcement or setoff had not occurred. The provisions of the immediately preceding sentence of this Section 5.5 shall survive any termination of the Commitments and Payment in Full of the Obligations.

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5.6. Post-Default Allocation of Payments and Collections. Notwithstanding anything herein to the contrary, during an Event of Default, all monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall be allocated among the applicable Agent, applicable Collateral Agent and such of the Lenders as are entitled thereto (and, with respect to monies allocated to Lenders, on a Pro Rata basis unless otherwise provided herein): (i) FIRST, to the applicable Agent to pay principal and accrued interest on Agent Advances and any other portion of the Loans which the applicable Agent may have advanced on behalf of any Lender and for which the applicable Agent has not been reimbursed by such Lender or Borrowers; (ii) SECOND, to the extent that Issuing Bank has not received from any Participating Lender a payment as required by Section 2.3.3 hereof, to Issuing Bank to pay all such required payments from each Participating Lender and to the extent Swing Line Lender has not received payment from any Lender as required herein, to pay all such required payments; (iii) THIRD, to the applicable Agent to pay the amount of Extraordinary Expenses and amounts owing to the applicable Agent pursuant to Section 15.10 hereof that have not been reimbursed to the applicable Agent by Borrowers or Lenders, together with interest accrued thereon at the rate applicable to U.S. Revolver Loans that are U.S. Base Rate Loans or Canadian Revolver Loans that are Canadian Base Rate Loans; (iv) FOURTH, to the applicable Agent or applicable Collateral Agent to pay any amount with respect to Indemnified Claims that has not been paid to the applicable Agent or applicable Collateral Agent in its capacity as such by Borrowers or Lenders, together with interest accrued thereon at the rate applicable to U.S. Revolver Loans that are U.S. Base Rate Loans or Canadian Revolver Loans that are Canadian Base Rate Loans; (v) FIFTH, to the applicable Agent to pay any fees due and payable to the applicable Agent in its capacity as such; (vi) SIXTH, to each Lender for any amount with respect to Indemnified Claims that such Lender has paid to the applicable Agent and any Extraordinary Expenses that such Lender has reimbursed to such Agent or such Lender has incurred, to the extent that such Lender has not been reimbursed by Borrowers therefor; (vii) SEVENTH, to Issuing Bank to pay principal and interest with respect to L/C Obligations (or to the extent any of the L/C Obligations are contingent and an Event of Default then exists, deposited in the Cash Collateral Account to provide security for the payment of the L/C Obligations), which payment shall be shared with the Participating Lenders in accordance with Section 2.3.3 hereof; (viii) EIGHTH, to Lenders in payment of the unpaid principal and accrued interest in respect of the Loans; (ix) NINTH, to the payment of the Hedging Obligations; (x) TENTH, to the payment of any other Obligations then outstanding (excluding any Bank Product Debt other than Hedging Obligations); and (xi) ELEVENTH, to the payment of any Bank Product Debt other than Hedging Obligations. Amounts shall be applied to each category of Obligations set forth above until full payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a Pro Rata basis among the Obligations in the category. The allocations set forth in this Section 5.6 are solely to determine the rights and priorities of the Agents, the Collateral Agents and Lenders as among themselves and may be changed by the Agents, the Collateral Agents and Lenders without notice to or the consent or approval of any Borrower or any other Person.

5.7. Application of Payments and Collateral Proceeds. All Payment Items received by the applicable Agent by 11:00 a.m. on any Business Day shall be deemed received on that Business Day. All Payment Items received by the applicable Agent after 12:00 noon, on any Business Day shall be deemed received on the following Business Day. Each Borrower irrevocably waives the right to direct the application of any and all payments and Collateral proceeds at any time or times hereafter received by any Agent or any Lender from or on behalf of Borrowers, and each Borrower does hereby irrevocably agree that any Agent shall have the continuing exclusive right to apply and reapply any and all such payments and Collateral proceeds received at any time or times hereafter by any Agent against the Obligations, in such manner as Administrative Agent

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may deem advisable in accordance with this Agreement, notwithstanding any entry by Administrative Agent upon any of its books and records; provided, however, that Administrative Agent will apply (i) any proceeds of Collateral of Canadian Borrower to the Canadian Obligations and (ii) any proceeds of Collateral of U.S. Borrowers to the Obligations (other than the Canadian Obligations). If, as the result of Administrative Agent’s collection of proceeds of Accounts and other Collateral as authorized by Section 8.2.6 a credit balance exists, such credit balance shall not accrue interest in favor of Borrowers, but shall be available to Borrowers at any time or times for so long as no Default or Event of Default exists. U.S. Revolver Lenders may, at their option, apply such credit balance against any of the Obligations upon and after the occurrence of an Event of Default.

5.8. Loan Accounts; the Register; Account Stated.

5.8.1. Loan Accounts. Each Lender shall maintain in accordance with its usual and customary practices an account or accounts (a “Loan Account”) evidencing the Debt of Borrowers to such Lender resulting from each Loan owing to such Lender from time to time, including the amount of principal and interest payable to such Lender from time to time hereunder and under each Note payable to such Lender. Any failure of a Lender to record in the Loan Account, or any error in doing so, shall not limit or otherwise affect the obligation of Borrowers hereunder (or under any Note) to pay any amount owing hereunder to such Lender.

5.8.2. The Register. Administrative Agent shall maintain a register (the “Register”) which shall include a master account and a subsidiary account for each Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or interest due and payable or to become due, and payable from Borrowers to each Lender hereunder or under the Notes, and (iv) the amount of any sum received by Administrative Agent from Borrowers and each Lender’s share thereof. The Register shall be available for inspection by Borrowers or any Lender at the offices of Administrative Agent at any reasonable time and from time to time upon reasonable prior notice. Any failure of Administrative Agent to record in the Register, or any error in doing so, shall not limit or otherwise affect the obligation of Borrowers hereunder (or under any Note) to pay any amount owing with respect to the Loans or provide the basis for any claim against Administrative Agent.

5.8.3. Entries Binding. The entries made in the Register and each Loan Account shall constitute rebuttably presumptive evidence of the information contained therein; provided, however, that if a copy of information contained in the Register or any Loan Account is provided to any Person, or any Person inspects the Register or any Loan Account, at any time or from time to time, then the information contained in the Register or the Loan Account, as applicable, shall be conclusive and binding on such Person for all purposes absent manifest error, unless such Person notifies Administrative Agent in writing within thirty (30) days after such Person’s receipt of such copy or such Person’s inspection of the Register or Loan Account of its intention to dispute the information contained therein.

5.9. Gross Up for Taxes.

5.9.1. Payment Free of Taxes. Any and all payments by any Obligor on account of any Obligations shall be made free and clear of and without reduction or withholding for any Indemnified

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Taxes or Other Taxes; provided that if an Obligor or Administrative Agent shall be required by Applicable Law to deduct or withhold any Indemnified Taxes (including any Other Taxes) from such payments, then (a) the sum payable by the Obligor shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) each Lender or Issuing Bank, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made; (b) the Obligor or Administrative Agent shall make such deductions; and (c) the Obligor or Administrative Agent shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with Applicable Law. Without limiting the foregoing, Borrowers shall timely pay all Other Taxes to the relevant Governmental Authorities.

5.9.2. Indemnification. Borrowers shall indemnify, hold harmless and reimburse Administrative Agent, Lenders and Issuing Bank, within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) payable by Administrative Agent, any Lender or Issuing Bank with respect to any Obligations, Letters of Credit or Credit Documents, and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower Agent by a Lender or Issuing Bank (with a copy to Administrative Agent), or by Administrative Agent showing in reasonable detail the method of calculation thereof, shall be conclusive absent manifest error. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Borrower, Borrower Agent shall deliver to Administrative Agent a receipt issued by the Governmental Authority evidencing such payment or other evidence of payment satisfactory to Administrative Agent.

5.9.3. Refunds. If any Agent or Lender reasonably determines that it is entitled to claim a refund of any Indemnified Taxes or Other Taxes to which it has been indemnified by any Borrower or with respect to which any Borrower has paid additional amounts pursuant to this Section 5.9., it shall promptly notify such Borrower of the availability of such refund claim and shall make such refund claim to such taxation authority for such refund at such Borrower’s expense. If a Lender or any Agent receives a refund (including pursuant to a claim for refund made pursuant to the preceding sentence), it shall pay over such refund to such Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by such Borrower under this Section 5.9. with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of such Agent or such Lender and without interest (other than interest paid by the relevant taxing authority); provided that each Borrower, upon the request of such Agent or such Lender, agrees to repay the amount paid over to such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Agent or such Lender in the event such Agent or such Lender is required to repay such refund to such Governmental Authority. This subsection 5.9.3 shall not be construed to require any Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to such Borrower or any other Person.

5.10. Foreign Lenders.

5.10.1. Exemption. Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which an Obligor is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments under any Credit Document shall, to the extent that it is legally entitled to do so, deliver to Administrative Agent and Borrower Agent, at the time or times prescribed by Applicable Law or reasonably requested by

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Administrative Agent or Borrower Agent, such properly completed and executed documentation prescribed by Applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by Administrative Agent or Borrower Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by Administrative Agent or Borrower Agent as will enable Administrative Agent and Borrower Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.

5.10.2. Documentation. Without limiting the generality of the foregoing, if a Borrower is resident for tax purposes in the United States, a Foreign Lender shall, if it is legally entitled to do so, deliver to Administrative Agent and Borrower Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender hereunder (and from time to time thereafter upon the request of Administrative Agent or Borrower Agent), (a) duly completed copies of IRS Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party; (b) duly completed copies of IRS Form W-8ECI; (c) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (i) a certificate to the effect that (A) such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) such Foreign Lender is not a “10 percent shareholder” of any Obligor within the meaning of Section 881(c)(3)(B) of the Code, (C) any interest payment received by such Foreign Lender under this Agreement or any other Credit Document is not effectively connected with the conduct of a trade or business in the United States and (D) such Foreign Lender is not a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code, and (ii) duly completed copies of IRS Form W-8BEN; or (d) any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in United States federal withholding tax, duly completed together with such supplementary documentation as may be prescribed by Applicable Law to permit Borrowers to determine the withholding or deduction required to be made. For the avoidance of doubt, none of Canadian Borrower or any Canadian Subsidiary Guarantors shall be liable for any of the U.S. Obligations.

5.10.3. Notification. Each Foreign Lender shall promptly notify Borrower Agent and Administrative Agent of any change in circumstances which would modify or render invalid any previously claimed exemption or reduction pursuant to Sections 5.10.1. and 5.10.2.

5.11. Nature and Extent of Each Borrower’s Liability.

5.11.1. Joint and Several Liability. Each U.S. Borrower shall be liable for, on a joint and several basis, and hereby guarantees the timely payment by all other Borrowers of, all of the Loans and other Obligations, regardless of which Borrower actually may have received the proceeds of any Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which any Agent or any Lender accounts for such Loans or other extensions of credit on its books and records, it being acknowledged and agreed that Loans to any Borrower inure to the mutual benefit of all Borrowers and that Agents and Lenders are relying on the joint and several liability of Borrowers in extending the Loans and other financial accommodations hereunder. Each U.S. Borrower hereby unconditionally and irrevocably agrees that upon default in the payment when due (whether at stated maturity, by acceleration or otherwise) of any principal of, or interest owed on any of the Loans or other Obligations, such U.S. Borrower shall forthwith pay the same, without notice or demand.

5.11.2. Unconditional Nature of Liability. Each U.S. Borrower’s joint and several liability hereunder with respect to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by Applicable Law, be unconditional irrespective of (i) the validity, enforceability,

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avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by any Agent, any Collateral Agent or any Lender with respect to any provision of any instrument evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to any Agent, any Collateral Agent or any Lender, (iv) the failure by any Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or any Agent’s release of any Collateral or of its Liens upon any Collateral, (v) Agents’, Collateral Agents’ or Lenders’ election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code or similar provision under another Debtor Relief Law, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code or similar provision under another Debtor Relief Law, (vii) the release or compromise, in whole or in part, of the liability of any Obligor for the payment of any of the Obligations, (viii) any amendment or modification of any of the Credit Documents or any waiver of a Default or Event of Default, (ix) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, or any decrease in the same, (x) the disallowance of all or any portion of any Agent’s, any Collateral Agents’ or any Lender’s claims against any other Obligor for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code or similar provision under another Debtor Relief Law, or (xi) any other circumstance that might constitute a legal or equitable discharge or defense of any Borrower. After the occurrence and during the continuance of any Event of Default, the Agents may proceed directly and at once, without notice to any U.S. Borrower, against any or all of U.S. Borrowers to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower or against any Collateral or other security for the payment or performance of any of the Obligations, and each U.S. Borrower waives any provision under Applicable Law that might otherwise require the Agents to pursue or exhaust their remedies against any Collateral or Borrower before pursuing another U.S. Borrower. Each U.S. Borrower consents and agrees that the Agents shall be under no obligation to marshal any assets in favor of any Borrower or against or in payment of any or all of the Obligations.

5.11.3. No Reduction in Liability for Obligations. No payment or payments made by a Borrower or received or collected by Administrative Agent from a Borrower or any other Person by virtue of any action or proceeding or any setoff or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, release or otherwise affect the liability of any U.S. Borrower under this Agreement, each of whom shall remain jointly and severally liable for the payment and performance of all Loans and other Obligations until the Obligations are Paid in Full and this Agreement is terminated.

5.11.4. Contribution. Each U.S. Borrower is unconditionally obligated to repay the Obligations on a joint and several basis under this Agreement. If, as of any date, the aggregate amount of payments made by a U.S. Borrower on account of the Obligations and proceeds of such U.S. Borrower’s Collateral that are applied to the Obligations exceeds the aggregate amount of Loan proceeds actually used by such U.S. Borrower in its business (such excess amount being referred to as an “Accommodation Payment”), then each of the other U.S. Borrowers (each such U.S. Borrower being referred to as a “Contributing Borrower”) shall be obligated to make contribution to such U.S. Borrower (the “Paying Borrower”) in an amount equal to (A) the product derived by multiplying the sum of each Accommodation Payment of each U.S. Borrower by the Allocable Percentage of U.S. Borrower from whom contribution is sought less (B) the amount, if any, of the then outstanding Accommodation

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Payment of such Contributing Borrower (such last mentioned amount which is to be subtracted from the aforesaid product to be increased by any amounts theretofore paid by such Contributing Borrower by way of contribution hereunder, and to be decreased by any amounts theretofore received by such Contributing Borrower by way of contribution hereunder); provided, however, that a Paying Borrower’s recovery of contribution hereunder from the other U.S. Borrowers shall be limited to that amount paid by the Paying Borrower in excess of its Allocable Percentage of all Accommodation Payments then outstanding of all Borrowers. As used herein, the term “Allocable Percentage” shall mean, on any date of determination thereof, a fraction the denominator of which shall be equal to the number of U.S. Borrowers who are parties to this Agreement on such date and the numerator of which shall be the aggregate amount of Obligations; provided, however, that such percentages shall be modified in the event that contribution from a U.S. Borrower is not possible by reason of insolvency, bankruptcy or otherwise by reducing such U.S. Borrower’s Allocable Percentage equitably and by adjusting the Allocable Percentage of the other U.S. Borrowers proportionately so that the Allocable Percentages of all U.S. Borrowers at all times equals 100%.

5.11.5. Subordination. Each Borrower hereby subordinates any claims, including any right of payment, subrogation, contribution and indemnity, that it may have from or against any other Borrower, and any successor or assign of any other Borrower, including any trustee, receiver or debtor-in-possession, howsoever arising, due or owing or whether heretofore, now or hereafter existing, to the Payment in Full of all of the Obligations.

SECTION 6. TERM AND TERMINATION OF COMMITMENTS

6.1. Term Date of Commitments. Subject to each Lender’s right to cease making Loans and other extensions of credit to Borrowers when any Default or Event of Default exists or upon termination of the Commitments as provided in Section 6.2 hereof, the Revolver Commitments shall be in effect for a period of five (5) years from the date hereofClosing Date through the close of business on October 18, 2012 (the “Commitment Maturity Date”).

6.2. Termination.

6.2.1. Termination by Administrative Agent.

(i) Administrative Agent may (and upon the direction of the Required Lenders, shall) terminate the Commitments without notice at any time that an Event of Default exists.

(ii) Notwithstanding the foregoing the Commitments shall automatically terminate as provided in Section 12.2 hereof.

6.2.2. Termination by Borrowers. Upon at least ten (10) days’ prior written notice to Administrative Agent, Borrower Agent (on behalf of Borrowers) may, at its option, terminate the Commitments; provided, however, that no such termination by Borrowers shall be effective until Payment in Full of the Obligations. Any notice of termination given by Borrowers shall be irrevocable unless Administrative Agent otherwise agrees in writing. Borrowers may elect to terminate the Commitments in their entirety only; provided that nothing contained herein shall affect Borrowers’ right to voluntarily reduce the Commitments as provided in Section 5.3.1 of this Agreement. No section of this Agreement, Type of Loan available hereunder or Commitment may be terminated by Borrowers singly.

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6.2.3. Reserved.

6.2.4. Effect of Termination. On the effective date of termination of the Commitments by Administrative Agent or by Borrowers, all of the Obligations shall be immediately due and payable and Lenders shall have no obligation to make any Loans and Issuing Bank shall have no obligation to procure any Letters of Credit. All undertakings, agreements, covenants, warranties and representations of Borrowers contained in the Credit Documents shall survive any such termination and each Agent shall retain its Liens on the Collateral and all of its rights and remedies under the Credit Documents notwithstanding such termination until Payment in Full of the Obligations. Upon Payment in Full of the Obligations, each Agent shall release such Liens on the Collateral by filing Uniform Commercial Code or PPSA termination statements and as the Borrowers may reasonably request, any other documentation necessary to release such Liens. Notwithstanding the Payment in Full of the Obligations, no Agent shall be required to terminate its security interests in any of the Collateral unless, with respect to any loss or damage such Agent may incur as a result of the dishonor or return of any Payment Items applied to the Obligations, such Agent shall have received either (i) a written agreement, executed by the applicable Borrowers and any Person deemed financially responsible by Administrative Agent whose loans or other advances to the applicable Borrowers are used in whole or in part to satisfy the Obligations, indemnifying Agents and Lenders from any such loss or damage; or (ii) such monetary reserves and Liens on the Collateral for such period of time as such Agent, in its reasonable Credit Judgment, may deem necessary to protect such Agent from any such loss or damage. The provisions of Sections 3.3, 3.6, 3.7, 3.8, 5.5, 5.9 and this Section 6.2.4 and all obligations of Borrowers to indemnify any Agent, any Collateral Agent or any Lender pursuant to this Agreement or any of the other Credit Documents shall in all events survive any termination of the Commitments and Payment in Full of the Obligations.

SECTION 7. [RESERVED]

SECTION 8. COLLATERAL ADMINISTRATION

8.1. General Provisions.

8.1.1. Location of Collateral. All tangible items of Collateral, other than In-Transit Inventory, shall at all times be kept by Borrowers and the Canadian Subsidiary Guarantors (i) at one or more of the business locations of Borrowers and Canadian Subsidiary Guarantors set forth in Schedule 8.1.1 hereto, (ii) at a location owned or leased by an Obligor in the United States or Canada other than those shown on Schedule 8.1.1 hereto so long as (x) Borrowers have given Administrative Agent notice of such new location at the time the next Borrowing Base Certificate is required to be delivered following the start of use of such new location and (y) prior to moving any Inventory to a new location any Borrower leases, either (A) the landlord has executed in favor of the applicable Agent a Lien Waiver or (B) a rent reserve has been established as contemplated in clause (i) of the definition of “Inventory Reserve,” or (iii) if the Collateral consists of Inventory, at a Third-Party Location where either (A) the applicable Agent has either received from such third party an acceptable Lien Waiver or (B) a reserve has been established as contemplated by clause (ii) of the definition of “Inventory Reserve.”

8.1.2. Insurance of Collateral; Condemnation Proceeds.

(i) Each Borrower and the Canadian Subsidiary Guarantors, as applicable, shall maintain and pay for insurance upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks in such amounts and with such insurance

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companies as are reasonably satisfactory to Administrative Agent. Schedule 8.1.2 describes all such insurance of Borrowers and the Canadian Subsidiary Guarantors in effect on the date hereofClosing Date, which the Lenders acknowledge are satisfactory as of the date hereofClosing Date. All proceeds payable to Borrowers or the Canadian Subsidiary Guarantors, as applicable, under each such policy shall be payable to the applicable Agent for application to the Obligations, except to the extent otherwise provided in Section 8.1.2(ii) hereof. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than thirty (30) days’ prior written notice (or if not available in the case of non-payment of premium, ten (10) days’) to the applicable Agent in the event of cancellation of the policy for any reason whatsoever and a clause specifying that the interest of the applicable Agent shall not be impaired or invalidated by any act or neglect of any Borrower or Canadian Subsidiary Guarantor, as applicable, or the owner of the Property or by the occupation of the premises for purposes more hazardous than are permitted by said policy. If any Borrower or Canadian Subsidiary Guarantor, as applicable, fails to provide and pay for such insurance, the applicable Agent may, at its option, but shall not be required to, procure the same and charge Borrowers therefor. Each Borrower agrees to deliver to the applicable Agent, upon the request of such Agent, true copies of all material reports made in any reporting forms to insurance companies. As long as no Event of Default exists, each Borrower and any Canadian Subsidiary Guarantor shall have the right to settle, adjust and compromise any claim with respect to any insurance maintained by such Borrower; provided that all proceeds thereof are applied in the manner specified in this Agreement, and the applicable Agent agrees promptly to provide any necessary endorsement to any checks or drafts issued in payment of any such claim. At any time that an Event of Default exists, only the applicable Agent shall be authorized to settle, adjust and compromise such claims, and such Agent shall have all rights and remedies with respect to such policies of insurance as are provided for in this Agreement and the other Credit Documents.

(ii) If a Cash Dominion Event has occurred and is continuing, any proceeds of insurance referred to in this Section 8.1.2 and any condemnation or expropriation awards in connection with a condemnation or expropriation of any of the Collateral shall be paid to the applicable Agent in an amount equal to the pro rata portion of such proceeds based on the relative Value of the Collateral subject to the applicable loss, condemnation or expropriation as compared to the value of all other assets of the Borrowers and the Canadian Subsidiary Guarantors, as applicable, subject to such loss, condemnation or expropriation (measured as of the date of such event) and applied to the payment of the U.S. Revolver Loans or Canadian Revolver Loans, as applicable, and then to any other Obligations outstanding; provided, however, that if an Event of Default exists on the date of the applicable Agent’s receipt thereof, the applicable Agent may apply such proceeds to the Obligations in such order of application that is not inconsistent with Section 5.6.

8.1.3. Protection of Collateral. All expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping any Collateral, all Taxes imposed under any Applicable Law on any of the Collateral or in respect of the sale thereof, and all other payments required to be made by the applicable Agent to any Person to realize upon any Collateral shall be borne and paid by the applicable Borrowers and the Canadian Subsidiary Guarantors, as applicable. Neither Agent shall be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (except for reasonable care in the custody thereof while any Collateral is in such Agent’s actual possession or control) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other Person whomsoever, but the same shall be at Borrowers’ or the Canadian Subsidiary Guarantors’, as applicable, sole risk.

8.1.4. Defense of Title to Collateral. Each Borrower and each Canadian Subsidiary Guarantor shall at all times defend such Borrower’s or Canadian Subsidiary Guarantor’s, as applicable, title to the Collateral and Administrative Agent’s Liens therein against all Persons and all claims and demands whatsoever other than Permitted Liens.

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8.2. Administration of Accounts.

8.2.1. Records and Schedules of Accounts. Each Borrower and Canadian Subsidiary Guarantor shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Administrative Agent on a quarterly basis(or if a Default or Event of Default exists or Average Availability for the preceding 30 consecutive day period is less than $150,000,000, once a month) a sales and collections report for the preceding period, in form satisfactory to Administrative Agent. If Average Availability for the preceding calendar month is less than $150,000,000, each Borrower and Canadian Subsidiary Guarantor shall also provide to Administrative Agent on or before the twentieth day of each month, a detailed aged trial balance of all Accounts existing as of the last day of the preceding month, specifying the face value and due dates for each Account and each Account Debtor obligated on an Account so listed (“Schedule of Accounts”) and upon Administrative Agent’s request therefor, copies of reports relating to such other matters and information as Administrative Agent shall reasonably request. Any reports, trial balances or other information provided to Administrative Agent pursuant to this Section 8.2.1 shall also be provided to any Collateral Agent upon its request therefor.

8.2.2. Discounts, Disputes and Returns. If any Borrower or Canadian Subsidiary Guarantor, as applicable, grants any discounts, allowances or credits that are not shown on the face of the invoice for the Account involved, such Borrower or Canadian Subsidiary Guarantor, as applicable, shall report such discounts, allowances or credits, as the case may be to Administrative Agent as, part of the next required Schedule of Accounts. If any amounts due and owing in excess of $1,000,000 are in dispute between any Borrower or Canadian Subsidiary Guarantor, as applicable, and any Account Debtor, or if any returns are made in excess of $1,000,000 with respect to any Accounts owing from an Account Debtor, such Borrower or Canadian Subsidiary Guarantor, as applicable, shall provide Administrative Agent with written notice thereof at the time of submission of the next Schedule of Accounts, explaining in detail the reason for the dispute or return, all claims related thereto and the amount in controversy. At any time an Event of Default exists, Administrative Agent shall have the right to settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of any Accounts comprising a part of the Collateral upon such terms and conditions as Administrative Agent may deem advisable, and to charge the deficiencies, costs and expenses thereof, including attorneys’ fees, to the applicable Borrowers and Canadian Subsidiary Guarantors.

8.2.3. Taxes. If an Account of any Borrower or any Canadian Subsidiary Guarantor, as applicable, includes a charge for any Taxes payable to any Governmental Authority, subject to a Borrower’s or Canadian Subsidiary Guarantor’s right to Properly Contest the same pursuant to Section 10.1.6 hereof, the applicable Agent is authorized, in its sole discretion, to pay the amount thereof to the proper taxing authority for the account of such Borrower or Canadian Subsidiary Guarantor and to charge Borrowers therefor; provided, however, that neither Agents nor Lenders shall be liable for any Taxes that may be due by Borrowers.

8.2.4. Account Verification. Whether or not a Default or an Event of Default exists, Agent shall have the right at any time, in the name of Administrative Agent, any designee of Administrative Agent, any Borrower or any Canadian Subsidiary Guarantor to verify the validity, amount or any other matter relating to any Accounts of such Borrower by mail, telephone, telegraph or otherwise. Borrowers and the Canadian Subsidiary Guarantors shall cooperate fully with Administrative Agent in an effort to facilitate and promptly conclude any such verification process. Unless a Default or Event of Default exists, such verifications shall be done in the name of a fictitious company.

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8.2.5. Maintenance of Dominion Account. Borrowers and the Canadian Subsidiary Guarantors shall maintain one or more Dominion Accounts, each pursuant to a lockbox or other arrangement acceptable to Administrative Agent, with such bank as may be selected by Borrowers or the Canadian Subsidiary Guarantors, as applicable, and be acceptable to Administrative Agent. Borrowers and the Canadian Subsidiary Guarantors shall issue to each such lockbox bank an irrevocable letter of instruction directing such bank to deposit all payments or other remittances received in the lockbox to the related Dominion Account. Borrowers and the Canadian Subsidiary Guarantors, as applicable, shall enter into agreements, in form satisfactory to Administrative Agent, with each bank at which a Dominion Account is maintained by which such bank shall, upon the occurrence and during the continuation of a Cash Dominion Event, immediately transfer to the U.S. Payment Account all monies deposited to a Dominion Account constituting proceeds of Collateral considered in calculating the U.S. Borrowing Base and to the Canadian Payment Account all monies deposited to a Dominion Account constituting proceeds of Collateral considered in calculating the Canadian Borrowing Base. All funds deposited in each Dominion Account shall be subject to the applicable Agent’s Lien. Borrowers and the Canadian Subsidiary Guarantors shall obtain the agreement (in favor of and in form and content satisfactory to Agents) by each bank at which a Dominion Account is maintained to waive any offset rights against the funds deposited into such Dominion Account, except offset rights in respect of charges incurred in the administration of such Dominion Account. Neither Agents nor Lenders assume any responsibility to Borrowers or the Canadian Subsidiary Guarantors for such lockbox arrangement or, upon the occurrence and during the continuation of a Cash Dominion Event, any Dominion Account, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder.

8.2.6. Collection of Accounts and Proceeds of Collateral. All Payment Items received by any Borrower or any Canadian Subsidiary Guarantor, as applicable, in respect of its Accounts, together with the proceeds of any other Collateral, shall be held by such Borrower or Canadian Subsidiary Guarantor, as applicable, as trustee of an express trust for the applicable Agent’s benefit; such Borrower or such Canadian Subsidiary Guarantor, as applicable, shall immediately deposit same in kind in a Dominion Account for application to the applicable Obligations in accordance with the terms of this Agreement. Each Agent retains the right at all times that a Default or an Event of Default exists to notify Account Debtors of any Borrower or Canadian Subsidiary Guarantor that Accounts have been assigned to Agents and to collect Accounts directly in its own name and to charge to Borrowers or the Canadian Subsidiary Guarantors, as applicable, the collection costs and expenses incurred by the applicable Agent or Lenders, including reasonable attorneys’ fees. Upon the occurrence and during the continuation of a Cash Dominion Event, all monies properly deposited in the U.S. Payment Account shall be deemed to be voluntary prepayments of U.S. Revolver Loans and applied in accordance with Section 5.6 to reduce outstanding U.S. Revolver Loans and all monies properly deposited in the Canadian Payment Account shall be deemed to be voluntary prepayments of Canadian Revolver Loans and applied in accordance with Section 5.6 to reduce outstanding Canadian Revolver Loans.

8.3. Administration of Inventory.

8.3.1. Records and Reports of Inventory. Each Borrower and Canadian Subsidiary Guarantor shall keep accurate and complete records of its Inventory and shall furnish Agents and Lenders inventory reports respecting such Inventory in form and detail satisfactory to Agents and Lenders at such times as Agents and applicable Lenders may request, but so long as no Default or Event of Default exists,

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no more frequently than once each month. Each Borrower and each Canadian Subsidiary Guarantor shall, at its own expense, conduct a physical inventory no less frequently than annually and periodic cycle counts consistent with such Borrower’s or such Canadian Subsidiary Guarantor’s historical practices and shall provide to Agents and Lenders a report based on each such physical inventory and cycle count promptly after completion thereof, together with such supporting information as Administrative Agent or any Collateral Agent shall request. Administrative Agent may participate in and observe each physical count or inventory, which participation shall be at Borrowers’ expense at any time that an Event of Default exists.

8.3.2. Returns of Inventory. No Borrower or any Canadian Subsidiary Guarantor shall return any of its Inventory to a supplier or vendor thereof, or any other Person, whether for cash, credit against future purchases or then existing payables, or otherwise, unless (i) such return is in the Ordinary Course of Business of such Borrower or such Canadian Subsidiary Guarantor, as applicable, and such Person; (ii) no Default or Event of Default exists or would result therefrom; (iii) the return of such Inventory will not result in an Out-of-Formula Condition; (iv) such Borrower or Canadian Subsidiary Guarantor, as applicable, promptly notifies Administrative Agent thereof if the aggregate Value of all Inventory returned in any month exceeds $25,000,000; and (v) when a Cash Dominion Event has occurred and is continuing, any payments received by such Borrower or such Canadian Subsidiary Guarantor, as applicable, in connection with any such return are promptly turned over to Administrative Agent for application to the Obligations in accordance with the terms of this Agreement.

8.4. Borrowing Base Certificates. On the Closing Date and on or before the twentieth day of each month (as of the close of the previous month), Borrowers shall deliver to Administrative Agent, and to any Collateral Agent upon its request, (and Administrative Agent shall promptly deliver to Lenders and to Canadian Agent) a Borrowing Base Certificate prepared as of the close of business of the previous month, and at such other times as Administrative Agent may request in its reasonable discretion; provided that the first Borrowing Base Certificate delivered after the Closing Date shall not be required to be delivered until October 31, 2007. All calculations of Availability in connection with any Borrowing Base Certificate originally shall be made by Borrowers and certified by a Senior Officer to Administrative Agent and Lenders; provided that Administrative Agent shall have the right to review and adjust, in the exercise of its reasonable Credit Judgment, any such calculation (i) to reflect its reasonable estimate of declines in value of any of the Collateral described therein and (ii) to the extent that such calculation is not in accordance with this Agreement or does not accurately reflect the amount of the applicable Availability Reserve. In no event shall (a) the U.S. Borrowing Base on any date be deemed to exceed the amount of the U.S. Borrowing Base or (b) Canadian Borrowing Base on any date be deemed to exceed the amount of the Canadian Borrowing Base, in each case shown on the Borrowing Base Certificate last received by Administrative Agent prior to such date, as such Borrowing Base Certificate may be adjusted from time to time by Administrative Agent as herein authorized; provided further that if on the first day of any month it is determined that during the immediately preceding calendar month Average Availability was less than $200,000,000, then on each Wednesday of such month (beginning with the Wednesday occurring during the first full calendar week of such month), Borrower Agent shall deliver to Administrative Agent, and to any Collateral Agent upon its request, a Borrowing Base Certificate, updated as of the close of business on the last Business Day of the immediately preceding calendar week (it being understood that inventory amounts shown in such Borrowing Base Certificate will be based on the inventory amount for the most recently ended month) unless Administrative Agentthe Collateral Agents otherwise agreesagree (or if Wednesday is not a Business Day, on the next succeeding Business Day).

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SECTION 9. REPRESENTATIONS AND WARRANTIES

9.1. General Representations and Warranties. To induce Agents and Lenders to enter into this Agreement and to make available the Commitments, each Borrower warrants and represents to Agents and Lenders that:

9.1.1. Organization and Qualification. Each Borrower and each of its Subsidiaries is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Each Borrower and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation in each state or jurisdiction listed on Schedule 9.1.1 hereto and in all other states and jurisdictions in which the failure of such Borrower or any of such Subsidiaries to be so qualified would have a Material Adverse Effect.

9.1.2. Power and Authority. Each Borrower and each of its Subsidiaries is duly authorized and empowered to enter into, execute, deliver and perform this Agreement and each of the other Credit Documents to which it is a party. The execution, delivery and performance of this Agreement and each of the other Credit Documents have been duly authorized by all necessary corporate action on behalf of the Borrowers and any of their Subsidiaries party thereto and do not and will not (i) require any consent or approval of any of the holders of the Equity Interests of any Borrower or any of its Subsidiaries other than those obtained on or prior to the date hereofClosing Date; (ii) contravene the Organization Documents of any Borrower or any of its Subsidiaries; (iii) violate, or cause any Borrower or any of its Subsidiaries to be in default under, any provision of any Applicable Law, order, writ, judgment, injunction, decree, determination or award in effect having applicability to any Borrower or any of its Subsidiaries; (iv) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which any Borrower or any of its Subsidiaries is a party or by which it or its Properties may be bound or affected; or (v) result in, or require, the creation or imposition of any Lien (other than Permitted Liens) upon or with respect to any of the Properties now owned or hereafter acquired by any Borrower or any of its Subsidiaries.

9.1.3. Legally Enforceable Agreement. This Agreement is, and each of the other Credit Documents when delivered will be, a legal, valid and binding obligation of each Borrower and each of its Subsidiaries signatories thereto enforceable against them in accordance with the respective terms of such Credit Documents, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights and by general principles of equity (whether considered in a proceeding at law or equity).

9.1.4. Capital Structure. As of the date of this AgreementClosing Date, after giving effect to the Acquisition, Schedule 9.1.4 hereto states (i) the correct name of each Borrower and Subsidiary, its jurisdiction of incorporation and the percentage of its Equity Interests having voting powers owned by each Person and (ii) the number of authorized and issued Equity Interests (and treasury shares) of each Borrower and its Subsidiaries. Each Borrower has good title to all of the shares it purports to own of the Equity Interests of each of its Subsidiaries, free and clear in each case of any Lien other than Permitted Liens. All such Equity Interests have been duly issued and are fully paid and non-assessable. Except as set forth on Schedule 9.1.4 hereto, there are no outstanding options to purchase, or any rights or warrants to subscribe for, or any commitments or agreements to issue or sell, or any Equity Interests or obligations convertible into, or any powers of attorney relating to, shares of the capital stock of any Borrower or any of

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its Subsidiaries. Except as set forth on Schedule 9.1.4 hereto, there are no outstanding agreements or instruments binding upon the holders of any Borrower’s Equity Interests relating to the ownership of its Equity Interests.

9.1.5. Title to Properties; Priority of Liens. Each Borrower and each of its Subsidiaries has good title to all of its personal Property, including all Property reflected in the financial statements referred to in Section 9.1.7 or delivered pursuant to Section 10.1.3 (other than any Property sold in the Ordinary Course of Business after the date of such financial statements), in each case free and clear of all Liens except Permitted Liens. The Liens granted to Administrative Agent pursuant to the U.S. Security Documents for the benefit of the Secured Parties (i) have been validly created, (ii) will attach to each item of Collateral owned by U.S. Borrowers on the Closing Date and (iii) when so attached, will secure all the Obligations. When the UCC financing statements describing the Collateral owned by U.S. Borrowers have been filed in the offices as specified on Schedule 9.1.5 hereto, the Liens granted to Administrative Agent will constitute perfected security interests 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. The Liens granted to Canadian Agent pursuant to the Canadian Security Documents for the benefit of the Canadian Secured Parties (i) have been validly created, (ii) will attach to each item of Collateral on the Closing Date and (iii) when so attached, will secure all the Canadian Obligations owing by the Canadian Obligor granting such Lien. When the PPSA financing statements describing the Collateral owned by Canadian Borrower have been filed in the offices as specified on Schedule 9.1.5 hereto, the Liens granted to Canadian Agent for the benefit of the Canadian Secured Parties will constitute perfected security interests to the extent that a security interest therein may be perfected by filing pursuant to the PPSA, prior to all Liens (other than Liens permitted by Sections 10.2.5(ii), (iii) and (xi)) and rights of others therein.

9.1.6. Accounts. Administrative Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect to any Account. Unless otherwise indicated in the most recent Borrowing Base Certificate or otherwise in writing to Administrative Agent, with respect to each Account, each Borrower warrants that:

(i) It is genuine and in all respects what it purports to be, and it is not evidenced by a judgment;

(ii) It arises out of a completed, bona fide sale and delivery of goods or rendition of services by a Borrower in the Ordinary Course of Business and substantially in accordance with the terms and conditions, of all purchase orders, contracts or other documents relating thereto and forming a part of the contract between a Borrower and the Account Debtor;

(iii) It is for a sum certain maturing as stated in the invoice covering such sale or rendition of services (subject to adjustment in the Ordinary Course of Business), a copy of which is available to Administrative Agent on request;

(iv) To the best of Borrowers’ knowledge, such Account, and the applicable Agent’s security interest therein, is not, and will not (by voluntary act or omission of a Borrower) be in the future, subject to any offset, Lien, deduction, defense, dispute, counterclaim or any other adverse condition except for disputes resulting in returned goods where the amount in controversy is immaterial, and each such Account is absolutely owing to a Borrower and is not contingent in any respect or for any reason;

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(v) Such Borrower has not made any agreement with any Account Debtor thereunder for any extension, compromise, settlement or modification of any such Account or any deduction therefrom, except discounts or allowances which are granted by a Borrower in the Ordinary Course of Business and which are promptly thereafter reflected in the calculation of the net amount of each respective invoice related thereto, and are reflected in the Schedules of Accounts next submitted to Administrative Agent pursuant to Section 8.2.1 hereof;

(vi) To the best of such Borrower’s knowledge, there are no facts, events or occurrences which are reasonably likely to impair the validity or enforceability of such Account or reduce the amount payable thereunder from the face amount of the invoice and statements delivered to Administrative Agent with respect thereto;

(vii) To the best of such Borrower’s knowledge, (1) the Account Debtor thereunder had the capacity to contract at the time any contract or other document giving rise to the Account was executed and (2) no Account Debtor with more than $5,000,000 of unpaid Accounts is party to any Insolvency Proceeding;

(viii) To the best of such Borrower’s knowledge, there are no proceedings or actions which are threatened or pending against any Account Debtor whose Accounts comprise more than 1% of the Value of the Accounts of all Account Debtors thereunder and which are reasonably likely to result in any material adverse change in such Account Debtor’s financial condition or the collectibility of such Account; and

(ix) In the ordinary course of its business, each Borrower processes its accounts receivable in a manner such that each payment received by such Borrower in respect of accounts receivable is allocated to a specifically identified invoice, which invoice corresponds to a particular account receivable owing to such Borrower.

9.1.7. Financial Statements Fiscal Year.

(a) The Consolidated balance sheets of Borrowers and such other Persons described therein (including the accounts of all Subsidiaries of Borrowers for the respective periods during which a Subsidiary relationship existed) as of December 31, 2006, and the related statements of income, changes in stockholder’s equity, and changes in financial position for the periods ended on such dates, have been prepared in accordance with GAAP, and present fairly the financial positions of Borrowers and such Persons at such dates and the results of Borrowers’ operations for such periods. Since December 31, 2006, there has been no Material Adverse Effect.

(b) The unaudited Consolidated balance sheet of Borrowers and such other Persons described therein (including the accounts of all Subsidiaries of Borrowers for the respective periods during which a Subsidiary relationship existed) as of June 30, 2007 and the related unaudited consolidated statements of operations and reinvested earnings and of cash flows for the fiscal quarter then ended and the six months then ended, set forth in Ryerson’s quarterly report for the fiscal quarter ended June 30, 2007 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 Section 9.1.7(a), the consolidated financial position of Borrowers and such other Persons as of such date and their consolidated results of operations and cash flows for such fiscal quarter and such six-month period (subject to normal year-end adjustments and the absence of footnotes).

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9.1.8. Full Disclosure. The financial statements referred to in Section 9.1.7 hereof do not contain any untrue statement of a material fact and do not omit to state any information necessary to make the statements required to be made therein, in light of the circumstances under which they were made, not misleading, and neither this Agreement nor any other written statement (other than any projections and budgets) provided to the Agents or Lenders by a Borrower contains an untrue statement or omits any material fact necessary to make the statements contained herein or therein not materially misleading. With respect to any projections or budgets delivered to the Agents or Lenders by a Borrower, such projections and budgets were prepared in good faith on the basis of assumptions believed by Borrowers to be reasonable at the time of the preparation thereof.

9.1.9. Solvent Financial Condition. Borrowers and their Subsidiaries together, on a consolidated basis, are now Solvent and, after giving effect to the Loans to be made hereunder, the Letters of Credit to be issued in connection herewith and the consummation of the other transactions described in the Credit Documents, will be Solvent.

9.1.10. Taxes. Each Borrower and each of its Subsidiaries has filed all material federal, state, provincial, territorial, local and foreign tax returns and other material reports it is required by law to file, has paid, or made adequate provision for the payment of, all Taxes upon it, its income and Properties as and when such Taxes are due and payable, and has satisfied all of its respective Tax withholding obligations except to the extent being Properly Contested. The provision for Taxes on the books of each Borrower and each of its Subsidiaries is adequate for all years not closed by applicable statutes, and for its current Fiscal Year.

9.1.11. [Reserved].

9.1.12. Intellectual Property. Each Borrower and Subsidiary owns or has the lawful right to use all Intellectual Property necessary for the present and planned future conduct of its business without any conflict with the rights of others; there is no objection to, or pending (or, to Borrower’s knowledge, threatened) Intellectual Property Claim with respect to, any Borrower’s or any Subsidiary’s right to use any such Intellectual Property and such Borrower and Subsidiary are not aware of any grounds for challenge or objection thereto; and, except as may be disclosed on Schedule 9.1.12 hereto, no Borrower nor any of its Subsidiaries pays any royalty or other compensation to any Person for the right to use any Intellectual Property. All such patents, trademarks, service marks, trade names, copyrights, licenses and other similar rights are listed on Schedule 9.1.12 hereto, to the extent they are registered under any Applicable Law or are otherwise material to any Borrower’s or any of its Subsidiaries’ business.

9.1.13. Governmental Approvals. Each Borrower and each of its Subsidiaries has, and is in good standing with respect to, all Governmental Approvals necessary to continue to conduct its business as heretofore or proposed to be conducted by it and to own or lease and operate its Properties as now owned or leased by it, except where the failure to have, or be in good standing with respect to, any necessary Government Approvals could not reasonably be expected to have a Material Adverse Effect. All necessary import, export or other licenses, permits or certificates for the import or handling of any goods or other Collateral have been procured and are in effect, and Borrowers and Subsidiaries have complied with all foreign and domestic laws with respect to the shipment and importation of any goods or Collateral, except where noncompliance could not reasonably be expected to have a Material Adverse Effect.

9.1.14. Compliance with Laws. Each Borrower and each of its Subsidiaries has duly complied with, and its Properties, business operations and leaseholds are in compliance in all

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material respects with, the provisions of all Applicable Law (except to the extent that any such noncompliance with Applicable Law could not reasonably be expected to have a Material Adverse Effect) and there have been no citations, notices or orders of noncompliance issued to any Borrower or any of its Subsidiaries under any such law, rule or regulation, which could result in a Material Adverse Effect.

9.1.15. Burdensome Contracts. No Borrower nor any of its Subsidiaries is a party or subject to any contract, agreement, or charter or other corporate restriction, which has or could be reasonably expected to have a Material Adverse Effect. No Borrower nor any of its Subsidiaries is a party or subject to any Restrictive Agreements, except as set forth on Schedule 9.1.15 hereto, none of which prohibit the execution or delivery of any of the Credit Documents by any Borrower or the performance by any Borrower of its obligations under any of the Credit Documents to which it is a party, in accordance with the terms of such Credit Documents.

9.1.16. Litigation. Except as set forth on Schedule 9.1.16 hereto, there are no actions, suits, proceedings or investigations pending or, to the knowledge of any Borrower, threatened on the date hereofClosing Date against or affecting any Borrower or any of its Subsidiaries, or the business, operations, Properties, prospects, profits or condition of any Borrower or any of its Subsidiaries, (i) which relate to any of the Credit Documents or any of the transactions contemplated thereby or (ii) which, if determined adversely to any Borrower or any of its Subsidiaries, could reasonably be expected to have a Material Adverse Effect. To the knowledge of each Borrower, no Borrower nor any of its Subsidiaries is in default on the date hereofClosing Date with respect to any order, writ, injunction, judgment, decree or rule of any court, Governmental Authority or arbitration board or tribunal, which default could reasonably be expected to result in a Material Adverse Effect.

9.1.17. No Defaults. No event has occurred and no condition exists which would, upon or after the execution and delivery of this Agreement or any Borrower’s performance hereunder, constitute a Default or an Event of Default. No Borrower nor any of its Subsidiaries is in default, and no event has occurred and no condition exists which constitutes or which with the passage of time or the giving of notice or both would constitute a default, by a Borrower under any Material Contract or in the payment of any Debt of a Borrower or a Subsidiary to any Person for Debt.

9.1.18. Leases. Schedule 9.1.18 hereto is a complete listing of each capitalized and operating lease of each Borrower and each of its Subsidiaries on the date hereofClosing Date that constitutes a Material Contract. Each Borrower and each of its Subsidiaries is in substantial compliance with all of the terms of each of its respective capitalized and operating leases and to the best of Borrowers’ knowledge, there is no basis upon which the lessors under any such, leases could terminate same or declare any Borrower or any of its Subsidiaries in default thereunder, the termination of which could reasonably be expected to have a Material Adverse Effect.

9.1.19. Labor Relations. On the Closing Date, there are no material grievances, disputes or controversies with any union or any other organization of any Borrower’s or any Subsidiary’s employees, or, to any Borrower’s knowledge, any threats of strikes, work stoppages or any asserted pending demands for collective bargaining by any union or organization, which could reasonably be expected to have a Material Adverse Effect.

9.1.20. Not a Regulated Entity. No Borrower nor any of its Subsidiaries is (i) an “investment company” or “controlled by” an “investment company” within the meaning of the Investment Company Act of 1940; or (ii) subject to regulation under the Federal Power Act, the Interstate Commerce Act, any public utilities code or any other Applicable Law regarding its authority to incur Debt.

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9.1.21. Margin Stock. No Borrower 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 any Margin Stock.

9.1.22. Environmental Matters.

(a) Except as set forth in Schedule 9.1.22 hereto and except as, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect:

(i) Borrower and its Subsidiaries and their businesses, operations and Property are in compliance with, and Borrower and its Subsidiaries have no liability under, applicable Environmental Law;

(ii) Borrower and its Subsidiaries have obtained, or have applied in a timely manner for, all permits, approvals and authorizations required for the conduct of their businesses and operations, and the ownership, operation and use of their Property, under Environmental Law (“Environmental Permits”), and all such Environmental Permits are valid and in good standing;

(iii) There has been no Release or threatened Release of Hazardous Material on, at, under or from any Real Property or facility presently or to the knowledge of Borrower formerly owned, leased or operated by Borrower and its Subsidiaries or their predecessors in interest that could reasonably be expected to result in liability of Borrower or any Subsidiary under or non-compliance by Borrower or any Subsidiary with any Environmental Law;

(iv) There is no Environmental Claim pending or, to the knowledge of Borrower and its Subsidiaries, threatened against Borrower or its Subsidiaries, or relating to any Borrower Property currently or to the knowledge of Borrower formerly owned, leased or operated by Borrower and its Subsidiaries or relating to the operations of Holdings and the Subsidiaries, and there are no actions, activities, circumstances, conditions, events or incidents that could reasonably be expected to form the basis of such an Environmental Claim;

(v) Neither Borrower nor any Subsidiary is obligated to perform any action or otherwise incur any expense under Environmental Law pursuant to any order, decree, judgment or agreement by which it is bound or has assumed by contract or agreement, and none of them is conducting or financing, in whole or in part, any Response required by any Environmental Law at any location; and

(vi) No Real Property or facility owned, operated or leased by Holdings or any Subsidiary and, to the knowledge of the Holdings and the Subsidiaries, no Real Property or facility formerly owned, operated or leased by Holdings or any Subsidiary or any of their predecessors in interest is (i) listed or formally proposed for listing on the National Priorities List promulgated pursuant to CERCLA or (ii) listed on the Comprehensive Environmental Response, Compensation and Liability Information System promulgated pursuant to CERCLA or (iii) included on any similar list maintained by any Governmental Authority including any such list relating to petroleum or petroleum products.

(b) Except as set forth in Schedule 9.1.22 hereto, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not require any notification, registration, filing, reporting, disclosure, investigation or Response pursuant to any Environmental Law.

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9.1.23. ERISA Compliance.

(i) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state law. Each Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the IRS (or has timely filed an application for a determination letter that is under review by the IRS) and to the best knowledge of Borrowers, nothing has occurred which would cause the loss of such qualification.

(ii) There are no pending or, to the best knowledge of any Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect. There has been no non-exempt prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect.

(iii) (a) No ERISA Event has occurred or is reasonably expected to occur that when taken together with all other such ERISA Events has or could reasonably be expected to have a Material Adverse Effect; (b) neither any Borrower nor any Person for which any Borrower may have a direct or indirect liability under ERISA has incurred, or reasonably expects to incur, any ,liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA) that has or could reasonably be expected to have a Material Adverse Effect; (c) neither any Borrower nor any Person for which any Borrower may have a direct or indirect liability under ERISA has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multi-employer Plan that has or could reasonably be expected to have a Material Adverse Effect; (d) no Borrower has engaged in a transaction that could reasonably be expected to be subject to Section 4069 or 4212(c) of ERISA; and (e) no other Person for which any Borrower may have any direct or indirect liability under ERISA has engaged in a transaction that could reasonably be expected to be subject to Section 4069 or 4212(c) of ERISA or could reasonably be expected to result in a Material Adverse Effect.

9.1.24. Bank Accounts. Schedule 9.1.24 hereto contains as of the Closing Date a complete and accurate list of all bank accounts maintained by Borrowers with any bank or other financial institution, each of which is a Dominion Account, other than accounts exclusively used for payroll, payroll taxes, employee benefits and deferred compensation or escrow accounts or an account not containing more than $25,000 at any time.

9.1.25. [Reserved].

9.1.26. [Reserved].

9.1.27. Canadian Pension Plans. The Canadian Pension Plans are duly registered under the Income Tax Act (Canada) and all other applicable lawsApplicable 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 Obligor (including fiduciary, funding, investment and administration obligations) required to be performed in connection with the

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Canadian Pension Plans and Canadian Benefit Plans and any funding agreements therefor have been performed in a timely fashion, except where (i) the failure to do so could not reasonably be expected to have a Material Adverse Effect and (ii) no Lien (other than a Permitted Lien) is created thereby. There have been no improper withdrawals or applications of the assets of the Canadian Pension Plans or the Canadian Benefit Plans by any Obligor or its Affiliates except where such withdrawals or applications could not reasonably be expected to have a Material Adverse Effect. There are no material outstanding disputes involving any Obligor or its Affiliates concerning the assets of the Canadian Pension Plans or the Canadian Benefit Plans except where such disputes could not reasonably be expected to have a Material Adverse Effect. Except as disclosed in Schedule 9.1.27 hereto 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.

9.1.28. Insurance. Except as set forth in Schedule 9.1.28 hereto, the Properties of each Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of any Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where any Borrower or the applicable Subsidiary operates.

9.1.29. Casualty, Etc. Neither the businesses nor the properties of any Borrower or any of its Subsidiaries are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo or other casualty (whether or not covered by insurance) that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

9.1.30. Transaction Documents. Ryerson and Parent have delivered to Administrative Agent a complete and correct copy of the Merger Agreement (including all schedules, exhibits, amendments, supplements and modifications thereto). The Merger Agreement complies in all material respects with all Applicable Law.

9.2. Reaffirmation of Representations and Warranties. Each representation and warranty contained in this Agreement and the other Credit Documents shall be deemed to be reaffirmed by each Borrower on each day that Borrowers request or are deemed to have requested an extension of credit hereunder, except for changes in the nature of a Borrower’s or, if applicable, any of its Subsidiaries’ business or operations that may occur after the date hereofClosing Date in the Ordinary Course of Business so long as Administrative Agent has consented to such changes or such changes are not violative of any provision of this Agreement. Notwithstanding the foregoing, representations and warranties which by their terms are applicable only to a specific date shall be deemed made only at and as of such date.

9.3. Survival of Representations and Warranties. All representations and warranties of Borrowers contained in this Agreement or any of the other Credit Documents shall survive the execution, delivery and acceptance thereof by Agents, Lenders and the parties thereto and the closing of the transactions described therein or related thereto.

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SECTION 10. COVENANTS AND CONTINUING AGREEMENTS

10.1. Affirmative Covenants. For so long as there are any Commitments outstanding and thereafter until Payment in Full of the Obligations, each Borrower covenants that, unless the Required Lenders have otherwise consented in writing, it shall and shall cause each Subsidiary to:

10.1.1. Visits, Inspections and Appraisals.

(a) Permit representatives of Administrative Agent and Canadian Agent, from time to time, as often as may be reasonably requested, but only during normal business hours and (except when a Default or Event of Default exists) upon reasonable prior notice to a Borrower, to visit and inspect the Properties of such Borrower and each of its Subsidiaries, inspect, audit and make extracts from such Borrower’s and each Subsidiary’s books and records, and discuss with its officers, its employees and its independent accountants (not to exceed five (5) billable hours for such accountants unless an Event of Default exists), such Borrower’s and each Subsidiary’s business, financial condition, business prospects and results of operations; provided that representatives of Borrower Agent shall be given notice of, and the opportunity to participate in, any discussion with Borrowers’ independent accountants. Representatives of each Lender shall be authorized to accompany Agents on each such visit and inspection and to participate with Agents therein, or in any such discussion with the accountants, but at their own expense, unless a Default or Event of Default exists. Neither any Agent nor any Lender shall have any duty to make any such inspection and shall not incur any liability by reason of its failure to conduct or delay in conducting any such inspection.

(b) Independently, or in connection with the visits and inspections provided for in clause (a) above, but not more than twice in any year (or three times in any year when the Floor Test is not met or Availability is below $125.0 million for each day during an immediately preceding thirty consecutive day period), permit representatives of Administrative Agent during normal business hours and after reasonable notice (except when a Default or Event of Default exists), to conduct commercial finance examinations and other evaluations, including without limitation, (i) of Borrowers’ practices in computation of the U.S. Borrowing Base and the Canadian Borrowing Base, (ii) inspecting and verifying and auditing the Collateral and (iii) conducting inventory appraisals; provided that only one (or two in any year the Floor Test is not met or Availability is below $125.0 million for each day during an immediately preceding thirty consecutive day period) inventory appraisal will be conducted in any year; provided that during the existence and continuation of an Event of Default, the foregoing limitations on the number of examinations, evaluations and appraisals shall not apply. Borrowers shall be responsible for all reasonable fees and expenses incurred by Administrative Agent (i) in connection with such field examinations, evaluations and appraisals conducted in accordance with the previous sentence and (ii) in connection with the collateral review conducted in connection with any Acquired Receivables Eligibility Requirement and the collateral review conducted in connection with any Acquire Inventory Eligibility Requirement. This work shall be in addition to any evaluation and reviews conducted in connection with a Business Acquisition.

10.1.2. Notices. Notify Administrative Agent and Lenders in writing, promptly after a Borrower’s obtaining knowledge thereof, of any of the following that affects an Obligor: (a) the threat or commencement of any litigation, proceeding or investigation, whether or not covered by insurance, if an adverse determination could reasonably be expected to have a Material Adverse Effect; (b) any pending or threatened labor dispute, strike or walkout, or the expiration (without renewal) of any material labor contract, in each case, that could reasonably be expected to have a Material Adverse Effect; (c) any event of default under or termination of a Material Contract, in each case, that could reasonably be expected to have a Material Adverse Effect; (d) the existence

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of any Default or Event of Default; (e) any judgment entered against any Obligor in an amount exceeding $10,000,000; (f) the assertion of any Intellectual Property Claim, if an adverse resolution could reasonably be expected to have a Material Adverse Effect; (g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA or any Environmental Laws), if an adverse resolution could reasonably be expected to have a Material Adverse Effect; (h) any Release of Hazardous Materials by an Obligor or on, at, under or from any Property owned, leased or occupied by an Obligor; or receipt of any Environmental Notice, in each case where the Release or matter could reasonably be expected to have a Material Adverse Effect; or (i) the occurrence of any ERISA Event or similar occurrence in respect of Canadian Pension Plans; (j) the discharge of or any withdrawal or resignation by Borrowers’ independent accountants.

10.1.3. Financial and Other Information. Keep adequate records and books of account with respect to its business activities and ensure that proper entries are made reflecting all its financial transactions in accordance with sound business practices sufficient to allow the preparation based thereon of financial statements in accordance with GAAP; and cause to be prepared and to be furnished to Agents and Lenders the following (all to be prepared in accordance with GAAP applied on a consistent basis):

(i) as soon as available, and in any event within one hundred (100) days after the close of each Fiscal Year, audited balance sheets of Borrowers and their respective Subsidiaries as of the end of such Fiscal Year and the related statements of income, Shareholders’ equity and cash flow, on a Consolidated basis, certified without material qualification by a firm of independent certified public accountants of recognized national standing selected by Borrowers (except for a qualification for a change in accounting principles with which the accountant concurs), and setting forth in each case in comparative form the corresponding Consolidated figures for the preceding Fiscal Year;

(ii) as soon as available, and in any event within thirty (30) days after the end of each of the first two calendar months of each of Borrowers’ Fiscal Quarters, unaudited consolidated balance sheets of Borrowers and their respective Subsidiaries as of the end of such month and the related consolidated statements of operations and reinvested earnings and of cash flows for such month and for the portion of Borrowers’ Fiscal Year ended at the end of such month, on a Consolidated basis and consistent with the financial information prepared for Ryerson’s management, setting forth in each case in comparative form the corresponding figures for the preceding Fiscal Year; provided that so long as Availability for each day during a Fiscal Quarter is at least $300,000,000, the foregoing monthly financial statements in respect of each calendar month of such Fiscal Quarter shall be furnished to Administrative Agent within 30 days after the end of such Fiscal Quarter;

(iii) as soon as available, and in any event within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, unaudited balance sheets of Borrowers and their Subsidiaries as of the end of such Fiscal Quarter and the related unaudited statements of income and cash flow for such Fiscal Quarter and for the portion of Borrowers’ Fiscal Year then elapsed, on a Consolidated basis, setting forth in each case in comparative form the corresponding figures for the preceding Fiscal Year and certified by the principal financial officer of Borrower Agent as prepared in accordance with GAAP and fairly presenting the Consolidated financial position and

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results of operations of Borrowers and their Subsidiaries for such Fiscal Quarter and period subject only to changes from audit and year-end adjustments and except that such statements need not contain notes;

(iv) concurrently with the delivery of each Borrowing Base Certificate pursuant to Section 8.4, a summary of all of each Borrower’s trade payables as of the last Business Day of each month, specifying the name of and balance due each trade creditor, and, at Administrative Agent’s or any Lender’s request, monthly detailed trade payable agings in form acceptable to Administrative Agent; provided that as long as Availability for each day during a Fiscal Quarter is at least $150,000,000, such summary may be furnished quarterly within 30 days after the end of such Fiscal Quarter; provided further that such summary information shall not be required to be delivered until following the full implementation of SAP by Borrower;

(v) promptly after the sending or filing thereof, copies of any proxy statements; copies of any regular, periodic and special reports or registration statements or prospectuses that any Borrower files with the SEC or any other Governmental Authority, or any securities exchange; and copies of any press releases or other statements made available by a Borrower to the public concerning material changes to or developments in the business of such Borrower; and

(vi) (A) such other reports and information as any Agent or any Collateral Agent may reasonably request from time to time in connection with any Collateral and (B) such other reports and information (financial or otherwise) as any Agent may reasonably request from time to time in connection with any Collateral or any Borrower’s, Subsidiary’s or other Obligor’s financial condition or business.

Notwithstanding the foregoing, with respect to any financial statements that include all or any portion of October 2007, it is understood and agreed that such financial statements will be prepared on a basis consistent with Schedule 10.1.3. Concurrently with the delivery of the financial statements described in clauses (i), (ii) and (iii) of this Section 10.1.3 or more frequently, if requested by any Agent or any Lender during any period that an Event of Default exists, Borrowers shall cause to be prepared and furnished to Administrative Agent and Lenders a Compliance Certificate executed by the chief financial officer of Borrower Agent; provided that as long as Availability for each day during a Fiscal Quarter is at least $150,000,000 and no Event of Default exists, such Compliance Certificate need only be furnished concurrently with the delivery of the financial statements described in clauses (i) and (iii) of this Section 10.1.3.

Promptly after the sending or filing thereof, Borrowers shall also provide to Administrative Agent copies of any annual report to be filed in accordance with each Plan, each annual information return to be filed in accordance with the applicable pension standards legislation in connection with each Canadian Pension Plan, all notices received by a Borrower, Subsidiary or any Person for which any Borrower may have any direct or indirect liability from a Multi-employer Plan or any governmental agency regarding an ERISA Event and such other data and information (financial and otherwise) as Administrative Agent, from time to time, may reasonably request, bearing upon or related to the Collateral or any Borrower’s and any of its Subsidiaries’ financial condition or results of operations and, to the extent not already provided to Administrative Agent and Lenders, copies of all financial statements or reports that any Obligor has delivered to the trustee under the Senior Secured Notes Indenture (or the trustee or agent under the agreement governing any Refinancing Debt in respect of the Senior Secured Notes) at

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the time such financial statements or reports are so delivered to the trustee or any holder of Senior Secured Notes (or the trustee, agent or holder under the agreement governing any Refinancing Debt in respect of the Senior Secured Notes).

Promptly following any request therefor, on and after the effectiveness of the Pension Protection Act of 2006, Borrowers shall also provide copies of (i) any documents described in Section 101(k) of ERISA that any Borrower, any Subsidiary or any Person for which any Borrower may have any direct or indirect liability may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l) of ERISA that any Borrower, any Subsidiary or any Person for which any Borrower may have any direct or indirect liability may request with respect to any Multiemployer Plan; provided that if such Person has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Person shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof.

10.1.4. Landlord and Storage Agreements. Upon the request of Administrative Agent, provide Administrative Agent with copies of all existing agreements, and promptly after execution thereof provide Administrative Agent with copies of all future agreements, between any Borrower and any landlord, warehouseman or bailee which owns any premises at which any Collateral in excess of $150,000 of value may, from time to time, be kept.

10.1.5. Projections. No later than forty-five (45) days after the end of each Fiscal Year of Borrowers, deliver to Administrative Agent and Lenders the Projections of Borrowers for the forthcoming Fiscal Year, month by month and on an annual basis for the second and third fiscal years thereafter.

10.1.6. Taxes and Liabilities. Pay and discharge all Taxes and other liabilities prior to the date on which such Taxes or other liabilities become delinquent or penalties attach thereto and the imposition of any Lien (other than Permitted Liens) would result therefrom, except and to the extent only that such Taxes or other liabilities are being Properly Contested.

10.1.7. Compliance with Laws. Comply with all Applicable Law, including ERISA, FLSA, OSHA, and all laws, statutes, regulations and ordinances regarding the collection, payment and deposit of Taxes, and obtain and keep in force any and all Governmental Approvals necessary to the ownership or operation of its Properties or to the conduct of its business, to the extent that any such failure to comply, obtain or keep in force could be reasonably expected to have a Material Adverse Effect.

10.1.8. Insurance. (a) Borrowers will maintain, at their sole cost and expense, the policies of insurance as in effect on the date hereofClosing Date or otherwise with coverages, and in amounts customary for comparable businesses in the industries in which Borrowers operate and with insurers reasonably acceptable to Administrative Agent. Such policies of insurance (or the loss payable and additional insured endorsements delivered to the applicable Agent) 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 applicable Agent in the event of any non-renewal, cancellation or amendment of any such insurance policy. If any Borrower or any of its 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 applicable Agent 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 applicable Agent deems

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advisable. The applicable Agent shall have no obligation to obtain insurance for any Borrower or any of its Subsidiaries or to pay any premiums therefor. By doing so, the applicable Agent shall not be deemed to have waived any Default arising from failure of any Borrower or any of its 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 Agent and shall be additional obligations hereunder secured by the Collateral. Administrative Agent reserves the right at any time upon any change in the Borrowers’ risk profile to require additional coverages and limits of insurance to, in the Agents’ reasonable opinion, adequately protect Agents’ and Lenders’ interests in all or any portion of the Collateral. If reasonably requested by Administrative Agent, each Borrower shall deliver to Administrative Agent from time to time the most current AmBest rating of each insurer, with respect to the insurance policies.

(b) Each Borrower shall deliver to the applicable Agent, in form and substance reasonably satisfactory to the applicable Agent, endorsements to (i) all “All Risk” insurance naming the applicable Agent, on behalf of itself and the applicable Lenders, as loss payee, and (ii) all general liability policies naming the applicable Agent, on behalf of itself and the applicable Lenders, as additional insureds. Each Borrower irrevocably makes, constitutes and appoints the applicable Agent (and all officers, employees or agents designated by such 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. Administrative Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney.

10.1.9. [Reserved]

10.1.10. Compliance with Environmental Laws.

(a) Comply, and use commercially reasonable efforts to cause all lessees and other Persons occupying Real Property of any Loan Party to comply in all material respects with all Environmental Laws and Environmental Permits applicable to its operations and Real Property; obtain and renew all material Environmental Permits applicable to its operations and Real Property; and conduct all Responses required by, and in accordance with, Environmental Laws; provided that neither Borrower nor any Subsidiary shall be required to undertake any Response to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP.

(b) If a Default caused by reason of a breach of Section 9.1.22 or Section 10.1.10(a) shall have occurred and be continuing for more than 30 days without Borrower and its Subsidiaries commencing activities reasonably likely to cure such Default in accordance with Environmental Laws, at the written request of the Administrative Agent or the Required Lenders through the Administrative Agent, provide to the Lenders within 60 days after such request, at the sole expense of Borrower and its Subsidiaries, an environmental assessment report regarding the matters which are the subject of such Default, including, where appropriate, soil and/or groundwater sampling, prepared by an environmental consulting firm and, in the form and substance, reasonably acceptable to the Administrative Agent or Required Lenders making the request and indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance or Response to address them as required by applicable Environmental Laws.

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10.1.11. Post Closing Matters. Each Borrower will execute and deliver the documents set forth on Schedule 10.1.11 within thirty days of the date hereof unless extended by Administrative Agent in its reasonable discretion.[Reserved].

10.1.12. 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 incidental, ancillary or 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 with and into a Borrower or (ii) the dissolution of any Subsidiary 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 Lenders.

10.1.13. Further Assurances. Each Borrower will, and will cause each of 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 Administrative Agent, Canadian Agent or the Required Lenders may reasonably request to cause the Lien securing the Obligations to be perfected first priority liens (subject only to Permitted Liens) in favor of Administrative Agent, Canadian Agent and the agreement and Obligation of each Obligor to remain in full force and effect, all at the applicable Borrower’s expense. Borrowers will provide to Administrative Agent, from time to time upon request, evidence reasonably satisfactory to Administrative Agent, Canadian Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents.

10.2. Negative Covenants. For so long as there are any Commitments outstanding and thereafter until Payment in Full of the Obligations, each Borrower covenants that, unless the Required Lenders have otherwise consented in writing, it shall not and shall not permit any Subsidiary to:

10.2.1. Fundamental Changes. Merge, reorganize, consolidate or amalgamate with any Person, or liquidate, wind up its affairs or dissolve itself, in each case whether in a single transaction or in a series of related transactions, unless (i) (a) either (x) such Borrower (or, in the case of a merger or consolidation between a U.S. Borrower and another U.S. Borrower, either of such U.S. Borrowers) is the Person surviving such transaction or (y) 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

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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 or territories, the Person surviving such transaction shall be organized under the laws of Canada or one of its provinces or territories, (D) the Person surviving such transaction shall have (I) expressly assumed all of the rights and obligations of such Borrower under the Credit Documents in a manner satisfactory to Administrative Agent and (II) made representations and delivered opinions of counsel (unless Administrative Agent shall have indicated that no such opinion of counsel is required), in each case, in form and substance satisfactory to 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 Credit Documents on such Person and (b) immediately after giving effect to such transaction, no Default shall have occurred and be continuing or (ii) with respect to any Subsidiary, unless (AA) the Person surviving such transaction is such Borrower or a Subsidiary of a Borrower, (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 or territories, the Person surviving such transaction shall be organized under the laws of Canada or one of its provinces or territories (provided that if such Subsidiary is Canadian Borrower or a Canadian Subsidiary Guarantor, 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 or other Applicable Laws).

10.2.2. [Reserved].

10.2.3. Permitted Debt. Create, incur, assume, guarantee or suffer to exist any Debt except:

(i) the Obligations;

(ii) (a) the Senior Secured Notes and (b) the Ryerson Convertible Notes;

(iii) Permitted Purchase Money Debt;

(iv) Permitted Contingent Obligations;

(v) Debt permitted by Section 10.2.12;

(vi) Debt that is not included in any of the other paragraphs of this Section 10.2.3 not secured by a Lien (unless such Lien is a Permitted Lien) and not to exceed $200,000,000 at any time outstanding as to all Borrowers and Subsidiary Guarantors;

(vii) Debt that is not included in any of the other paragraphs of this Section 10.2.3, has a stated maturity that is at least one hundred eighty (180) days after the Maturity Date, does not require any payments of principal prior to the Maturity Date, has covenants no more restrictive than those contained in this Agreement;

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(viii) Debt (other than the Debt permitted pursuant to clauses (i) or (ii) above) outstanding on the Closing Date and listed on Schedule 10.2.3(viii) hereto;

(ix) Refinancing Debt so long as each Refinancing Condition is satisfied;

(x) Bank Product Debt; provided that any Hedging Agreements are permitted under Section 10.2.18;

(xi) Debt secured by Liens permitted by Section 10.2.5(xv);

(xii) Debt assumed in connection with a Business Acquisition that is permitted under Section 10.2.12; 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 (xii) shall not exceed $100,000,000 at any time outstanding and (z) such Debt is unsecured except for Liens permitted by Section 10.2.5;

(xiii) reimbursement obligations incurred in the Ordinary Course of Business in respect of trade letters of credit issued to support the purchase of Inventory in transit to a property owned or leased by an Obligor; 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); and

(xiv) reimbursement obligations in respect of the standby letters of credit listed on Schedule 10.2.3(xiv) hereto.

None of the provisions of this Section 10.2.3 that authorize any Borrower to incur any Debt shall be deemed to override, modify or waive any of the provisions of Section 10.3, which shall constitute an independent and separate covenant and obligation of each Borrower.

10.2.4. Affiliate Transactions. Enter into, or be a party to, any transaction with any Affiliate or stockholder, except: (i) the transactions contemplated by the Credit Documents; (ii) payment of reasonable compensation to officers and employees for services actually rendered to Borrowers or their respective Subsidiaries; (iii) payment of customary directors’ fees and indemnities; (iv) transactions with Affiliates listed on Schedule 10.2.4 that have been disclosed to Agents prior to the Closing Date; (v) Affiliate Loans; (vi) Permitted Investments; (vii) Distributions permitted under Section 10.2.7 hereof; (viii) transactions solely among U.S. Obligors; (ix) transactions solely among Canadian Loan Parties; (x) transactions with Affiliates in the Ordinary Course of Business and pursuant to the reasonable requirements of such Borrower’s or such Subsidiary’s business and upon fair and reasonable terms that are no less favorable to such Borrower or such Subsidiary than such Borrower or such Subsidiary would obtain in a comparable arm’s-length transaction with a Person not an Affiliate or stockholder of such Borrower or such Subsidiary and if requested by Administrative Agent, the terms of which are disclosed to Administrative Agent in writing; and (xi) transactions contemplated by the Merger Agreement and related documents, including payments to employees or directors in connection with the Acquisition.

10.2.5. Limitation on Liens. Create or suffer to exist any Lien upon any of its Property, income or profits, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”):

(i) Liens at any time granted in favor of Agents;

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(ii) Liens for Taxes not yet delinquent or which are being Properly Contested;

(iii) statutory Liens (other than Liens for Taxes or imposed pursuant to any of the provisions of ERISA) arising in the Ordinary Course of Business of a Borrower or a Subsidiary, but only if and for so long as (x) payment in respect of any such Lien is not required or the Debt secured by any such Lien is being Properly Contested and (y) such Liens do not materially detract from the value of the Property of such Borrower or such Subsidiary and do not materially impair the use thereof in the operation of such Borrower’s or such Subsidiary’s business;

(iv) Purchase Money Liens securing Permitted Purchase Money Debt;

(v) Liens securing Debt of a Subsidiary of a Borrower or a Borrower, in each case to another Borrower;

(vi) Liens arising by virtue of the rendition, entry or issuance against such Borrower or any of its Subsidiaries, or any Property of such Borrower or any of its Subsidiaries, of any judgment, writ, order or decree for so long as each such Lien does not give rise to an Event of Default under Section 12.1.15;

(vii) servitudes, easements, rights-of-way, restrictions, covenants or other agreements of record and other similar charges or encumbrances on Real Property of such Borrower or any of its Subsidiaries that do not secure any monetary obligation and do not interfere with the ordinary conduct of the business of such Borrower or such Subsidiary;

(viii) normal and customary rights of setoff upon deposits of cash in favor of banks and other depository institutions and Liens of a collecting bank arising under the UCC on Payment Items in the course of collection;

(ix) the filing of UCC or PPSA financing statements solely as a precautionary measure in connection with operating leases;

(x) such other Liens existing on the Closing Date and listed on Schedule 10.2.5 hereto, to the extent provided therein;

(xi) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Debt), statutory obligations, obligations to customs brokers and other similar obligations arising as a result of progress payments under government contracts;

(xii) Leases of Real Estate among Borrowers in the Ordinary Course of Business;

(xiii) Liens securing the Senior Secured Notes and any Refinancing Debt related thereto; provided that the Liens thereon relating to Collateral are junior in priority to Liens thereon in favor of Agents pursuant to the Intercreditor Agreement;

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(xiv) any Lien existing on any asset of any Person immediately before such Person becomes a Subsidiary of any Borrower or is merged or consolidated with or into any Borrower and not created in contemplation of such event; provided that such Liens do not extend to Property not subject to such Liens at the time of acquisition;

(xv) 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;

(xvi) (a) Liens securing trade letters of credit permitted under Section 10.2.3(xiii) and (b) Liens securing standby letters of credit permitted under Section 10.2.3(xiv);

(xvii) Liens securing additional notes issued under the Senior Secured Notes Indenture after the Closing Date; provided that the Liens thereon relating to Collateral are of the same priority as the Liens securing the Senior Secured Notes issued on the Closing Date; and

(xviii) (a) other Liens on real property subject to a mortgage in favor of the trustee under the Senior Secured Notes Indenture (or the trustee or agent under the agreement governing any Refinancing Debt in respect of the Senior Secured Notes) as approved by the Administrative Agent in its reasonable discretion and (b) such other Liens as Agents and the Required Lenders in their sole discretion may hereafter approve in writing.

The foregoing negative pledge shall not apply to any Margin Stock to the extent that the application of such negative pledge to such Margin Stock would require filings or other actions by any Lender under Regulation U or other regulations of the Federal Reserve Board, or otherwise result in a violation of any such regulations.

Notwithstanding the foregoing, Borrowers will not and will not permit any Subsidiary to create, incur, assume or suffer to exist any Lien on any Collateral other than (i) Liens securing the Obligations, (ii) Liens otherwise permitted by Sections 10.2.5(ii), (iii), (vi), (viii), (xi), (xiii), (xiv), (xvi), (xvii) and (xviii) to the extent so approved (in the case of clause (xviii)) and (iii) additional Liens permitted hereunder pursuant to Section 10.2.5 attaching to Collateral having an aggregate fair value not to exceed $1,000,000.

10.2.6. Other Debt. (a) Make any payment, directly or indirectly, of all or any part of any Debt or take any other action or omit to take any other action in respect of any Debt, except (i) regularly scheduled payments of principal, interest and fees and other payments made in accordance with the agreements governing such Debt, (ii) prepayments of the Senior Secured Notes as required by Section 4.10 or Section 4.16 of the Senior Secured Notes Indenture, (iii) refinancing of such Debt permitted by Section 10.2.3(ix), (iv) any repayment of the Obligations, (v) prepayments of Purchase Money Debt or Capitalized Lease Obligations with the net cash proceeds of assets relating to such Debt, (vi) mandatory prepayments of Ryerson’s 8 ¹/4% Senior Notes Due 2011 required by the indenture governing such notes, (vii) mandatory prepayments of the Ryerson Convertible Notes required by the indenture governing such notes and (viii) any payments so long as each of the Payment Conditions is satisfied as determined by Administrative Agent; or (b) amend or modify the terms of any agreement applicable to any Debt, other than (i) to extend the time of payment thereof, (ii) to reduce the rate of interest payable in connection therewith, (iii) to make any other change that is not adverse to the Lenders in any material respect

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or (iv) to amend this Agreement and the other Credit Documents as permitted by Section 13.9. To the extent that any payment (other than scheduled payments of interest thereunder that are due on the same day of each month and that are known in amount and frequency to Administrative Agent) is permitted to be made with respect to any Debt pursuant to the provisions of the agreement governing such Debt, as a condition precedent to Borrowers’ authorization make any such payment, Borrowers shall provide to Administrative Agent, not less than five (5) Business Days prior to the scheduled payment, a certificate from a Senior Officer of Borrower Agent stating that no Default or Event of Default is in existence as of the date of the certificate or will be in existence as of the date of such payment (both with and without giving effect to the making of such payment), and specifying the amount of principal and interest to be paid.

10.2.7. Distributions. Declare or make any Distributions, except for:

(i) Upstream Payments;

(ii) Permitted Distributions;

(iii) payments made in respect of dissenting shares and in respect of Ryerson’s incentive stock or other equity based benefit plans, Director’s Compensation Plan and Nonqualified Savings Plan, including deferred accounts therein denominated in stock units in each case made in connection with the Acquisition; and

(iv) Distributions so long as each of the Payment Conditions is satisfied.

10.2.8. [Reserved].

10.2.9. Disposition of Assets. Sell, assign, lease, license, transfer, consign or otherwise dispose of any of its Properties or any interest therein, including any disposition of Property as part of a sale and leaseback or synthetic lease transaction, to or in favor of any Person, except (i) sales of Inventory in the Ordinary Course of Business or under any commodity repurchase agreement, (ii) a transfer of Property to a Borrower by another Borrower or a Subsidiary (subject to Section 10.2.12(vi)), (iii) non-exclusive licenses of technology and other Intellectual Property by and among any Borrowers or any of their Subsidiaries, (iv) dispositions of Property that is not necessary to the business of Borrowers, not to exceed $10,000,000 in the aggregate per Fiscal Year, so long as Borrowers have either reinvested the proceeds thereof in other assets to be used in the business of such entity within one hundred eighty (180) days after such disposition or remitted proceeds thereof (a) in the case of Property subject to Liens permitted by Section 10.2.5(iv), for application to the Debt secured thereby or (b) in the case of Property securing the obligations under the Senior Secured Notes Indenture (or the agreement governing any Refinancing Debt in respect of the Senior Secured Notes) (other than the Collateral), to the trustee under the Senior Secured Notes Indenture (or the trustee or agent under the agreement governing any Refinancing Debt in respect of the Senior Secured Notes) for application in accordance with the terms thereof, (v) the sale or other disposition of Real Estate of Borrowers so long as no Event of Default exists or results therefrom, (vi) the sale of any Property covered by a Capitalized Lease Obligation in connection with the termination of such Capitalized Lease Obligations, (vii) dispositions of cash or Cash Equivalents, (viii) other dispositions so long as each of the Payment Conditions is satisfied as determined by Administrative Agent and (ix) dispositions of receivables for which the obligor is The Stanley Works Co. in connection with a “fast-pay” program related thereto not to exceed $2,750,000 in any calendar year.

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10.2.10. Subsidiaries. Form or acquire any Subsidiary after the Closing Date except in connection with an Investment permitted under Section 10.2.12(x) or (xi); provided that such Subsidiary becomes a U.S. Borrower or a Canadian Subsidiary Guarantor, as applicable, or permit any existing Subsidiary to issue any additional Equity Interests except director’s qualifying shares.

10.2.11. Bill-and-Hold Sales and Consignments. Make a salesales to any customer on a bill-and-hold, guaranteed sale, sale and return, sale on approval or, consignment basis, or any sale on aor repurchase or return basis except for sales on consignment not to exceedexceeding $50,000,000 in the aggregate from and after the Amendment No. 1 Effective Date.

10.2.12. Restricted Investments. Make or acquire any Restricted Investment other than (collectively “Permitted Investments”),

(i) Affiliate Loans;

(ii) investments existing on the Closing Date in Subsidiaries and Permitted Affiliates listed on Schedule 10.2.12;

(iii) loans or other advances of money to an officer or employee of a Borrower or a Subsidiary for salary, travel advances, advances against commissions and other similar advances not to exceed $1,000,000 at any time outstanding;

(iv) [reserved];

(v) the prepayment of operating expenses or deposits made in connection therewith in the Ordinary Course of Business;

(vi) Investments (i) by any U.S. Borrower or U.S. Subsidiary Guarantor in another U.S. Borrower or any U.S. Subsidiary Guarantor, (ii) by Canadian Borrower or any Canadian Subsidiary Guarantor in another Borrower or U.S. Subsidiary Guarantor or Canadian Subsidiary Guarantor, (iii) by any U.S. Borrower or any U.S. Subsidiary Guarantor in Canadian Borrower, any Canadian Subsidiary Guarantor or a Permitted Affiliate; provided that the aggregate amount of such Investments pursuant to this subclause (iii) shall not exceed $35,000,000 at any one time outstanding (it being understood that any Investments made pursuant to Section 10.2.12(i) shall not reduce the amount of Investments that are available to be made pursuant to this subclause (iii)), and (iv) by a Subsidiary that is not a Borrower or a Guarantor in any other Subsidiary that is not a Borrower or a Guarantor; provided that any Investment in the form of a loan or advance shall be evidenced by a subordinated intercompany note and, in the case of a loan or advance by an Obligor, pledged by such Obligor as Collateral pursuant to the Security Documents;

(vii) Parent may consummate the Acquisition on the Closing Date;

(viii) Investments in securities of trade creditors or customers in the ordinary course of business received upon foreclosure or pursuant to any plan of reorganization or liquidation or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers;

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(ix) the $8.5 million8,500,000 contribution to the Ryerson Change in Control Severance Trust specified by the Merger Agreement;

(x) other Investments (including acquisitions) not permitted under the other provisions of this Section 10.2.12 up to $30,000,000 at any time outstanding; and

(xi) other Investments so long as each of the Payment Conditions is satisfied as determined by Administrative Agent.

10.2.13. [Reserved]

10.2.14. Tax Consolidation. File or consent to the filing of any consolidated income tax return with any Person other than a Subsidiary, Merger Sub and Parent.

10.2.15. Accounting Changes. Make any significant change in accounting treatment or reporting practices, except as may be required by GAAP, or except as set forth on Schedule 10.1.3 hereto, establish a fiscal year different from the Fiscal Year.

10.2.16. Organization Documents. Amend, modify or otherwise change any of the terms or provisions in any of its Organization Documents as in effect on the date hereofClosing Date, except for changes that do not affect in any way such Borrower’s or any of its Subsidiaries’ rights and obligations to enter into and perform the Credit Documents to which it is a party and to pay all of the Obligations and that do not otherwise have a Material Adverse Effect.

10.2.17. Restrictive Agreements. Enter into or become a party to any Restrictive Agreement; provided that the foregoing shall not apply to (i) Restrictive Agreements existing on the Closing Date and identified on Schedule 9.1.15 (but shall apply to any amendment or modification expanding the scope of any restriction or condition contained in any such Restrictive Agreement), (ii) the Senior Secured Notes Indenture as in effect on the Closing Date, (iii) restrictions or conditions imposed by any Restrictive Agreement evidencing or governing secured Debt that is permitted by this Agreement if such restrictions or conditions apply only to the Properties securing such Debt (and the proceeds thereof) and otherwise permit the Liens securing the Obligations, (iv) customary provisions in leases and other contracts restricting the assignment thereof, (v) provisions in agreements relating to assets to be sold in transactions permitted by this Agreement restricting the transfer thereof or the grant of liens therein pending the closing of such transactions and (vi) restrictions on Upstream Payments (a) pursuant to the Credit Documents and (b) existing under Applicable Law.

10.2.18. Hedging Agreements. Enter into any Hedging Agreement, other than Hedging Agreements entered into in the Ordinary Course of Business to hedge or mitigate risks to which any Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities and not for any speculative purpose.

10.2.19. Cancellation of Claim. Cancel any claim or debt owing to it involving an amount in excess of $5,000,000, except for any claim or debt (a) canceled for reasonable consideration negotiated on an arm’s-length basis and (b) compromised or written off in the Ordinary Course of Business.

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10.3. Financial Covenants. For so long as there are any Commitments outstanding and thereafter until Payment in Full of the Obligations, Borrowers covenant that, unless otherwise consented to by the Required Lenders in writing, they shall:

10.3.1. Consolidated Fixed Charge Coverage Ratio. Maintain a Consolidated Fixed Charge Coverage Ratio to be tested and applicable as follows:

(i) Covenant Testing. If a Trigger Event occurs then until an End Date occurs thereafter, Borrowers and their Subsidiaries on a consolidated basis shall be required to maintain a Consolidated Fixed Charge Coverage Ratio of at least 1.1 to 1.0, calculated as of the last day of the most recent calendar month for which Borrowers were required to deliver financial statements under the terms of this Agreement, for the Applicable Test Period.

(ii) Trigger Events. A Trigger Event shall occur if either of the following events occurs (each a “Trigger Event”):

(a) if Average Availability during a consecutive five (5)on any Business Day period is less than the greater of: (A) $125,000,000 or (B) ten percent (10%) of the lesser of (i) the aggregate Commitments and (ii) the Total Borrowing Base then in effect, or

(b) if Availability is less than $100,000,000125,000,000 at the close of business on any Business Day (clauses (a) and (b), the “Floor Test”).

(iii) Cure.

(a) Notwithstanding anything to the contrary contained in Section 10.3, in the event that a Trigger Event occurs, the End Date has not yet occurred and the Borrowers fail to comply with Section 10.3.1, Parent shall have the right within ten days after the occurrence of such Event of Default to issue common equity interests to Platinum for cash to the common capital of Parent (which shall be invested in U.S. Borrower) (a “Specified Equity Contribution”) and upon receipt of such cash (the “Cure Amount”) by U.S. Borrower, the Consolidated Fixed Charge Coverage Ratio will be recalculated such that Consolidated EBITDA will be increased, solely for the purpose of calculating the Consolidated Fixed Charge Coverage Ratio for Section 10.3.1 and not for any other purpose under this Agreement, by the Cure Amount. If after giving effect to the foregoing recalculations, the Borrowers are in compliance with Section 10.3.1, then no Default or Event of Default shall have been deemed to occur. No Cure Amount shall exceed the amount required for the Borrowers to be in compliance with Section 10.3.1

(b) If such Specified Equity Contribution is to be funded by Platinum from capital calls on its partners, then Platinum shall provide written evidence to Administrative Agent of such capital calls no later than two (2) Business Days after the occurrence of such Event of Default.

(c) Limitation on Number of Specified Equity Contributions. Notwithstanding anything to the contrary contained herein, (a) Specified Equity Contributions shall not be permitted more than two (2) times during any period of six consecutive calendar months and (b) there shall not be more than ten (10) Specified Equity Contributions for all periods prior to the Maturity Date.

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Upon Administrative Agent’s receipt of a notice from Platinum that it or one of its Affiliates intends to make a Specified Equity Contribution (a “Notice of Intent to Cure”), until the 10th day following the date of required delivery of the related Compliance Certificate to which such Notice of Intent to Cure relates, none of Administrative Agent, any Issuing Bank nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and no Agent, nor any other Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under this Section 10.3.1.

SECTION 11. CONDITIONS PRECEDENT

11.1. Conditions Precedent to Initial Credit Extensions on the Closing Date. Lenders shall not be required to fund any Loan requested by Borrowers or otherwise extend credit to Borrowers, and Issuing Bank shall not be required to issue any Letter of Credit, unless, on or before November 30, 2007, each of the following conditions has been satisfied:

11.1.1. Credit Documents. Each of the Credit Documents shall have been duly executed and delivered to Administrative Agent by each of the signatories thereto (and, with the exception of the Notes, in sufficient counterparts for each Lender) and accepted by Agents and Lenders and each Obligor shall be in compliance with all of the terms thereof.

11.1.2. Availability. Immediately after Lenders have made the initial Loans to be made on the Closing Date, Issuing Bank has issued the Letters of Credit to be issued on the Closing Date and Borrowers have paid (or made provision for payment of) all closing costs incurred in connection with the Commitments, Availability shall be not less than $275,000,000.

11.1.3. Evidence of Perfection and Priority of Liens. Administrative Agent shall have received duly executed copies of all filings and notices necessary to perfect the Liens of Agents on the Collateral such that upon filing or recordation thereof such Liens will constitute valid and perfected security interests and Liens. Administrative Agent shall be satisfied that, upon consummation of the transactions contemplated hereby, there shall be no other Liens upon any Collateral except for Permitted Liens.

11.1.4. Organization Documents. Administrative Agent shall have received copies of the Organization Documents of each Obligor and each of its Subsidiaries, and all amendments thereto, certified by the Secretary of State or other appropriate official of the jurisdiction of organization of such Obligor or its Subsidiary.

11.1.5. Good Standing Certificates. Administrative Agent shall have received good standing certificates for each Obligor and each of its Subsidiaries, issued by the Secretary of State or other appropriate official of the jurisdiction of organization of such Obligor or Subsidiary and each jurisdiction where the conduct of such Obligor’s or Subsidiary’s business activities or ownership of its Property necessitates qualification.

11.1.6. Opinion Letters. Administrative Agent and Canadian Agent, as applicable, shall have received a favorable, written opinion of Bingham McCutchen LLP, Blake, Cassels and Graydon LLP, Eva Kalawski, the general counsel to Platinum, and the respective local counsel to Obligors and Administrative Agent, covering, to Administrative Agent’s reasonable satisfaction, the matters set forth on Exhibit F attached hereto.

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11.1.7. Insurance. Administrative Agent shall have received certificates of insurance with respect to all property and casualty insurance policies of Obligors with respect to the Collateral, and certificates of insurance with respect to such policies in form acceptable to Administrative Agent, and loss payable endorsements on each Agent’s standard form of loss payee endorsement naming the applicable Agent as lender’s loss payee and mortgagee with respect to each such policy and certified copies of Obligors’ liability insurance policies, including product liability coverage, together with endorsements naming the applicable Agent as an additional insured, all as required by the Credit Documents.

11.1.8. Lockbox; Dominion and Concentration Accounts. Administrative Agent shall have received the duly executed agreements establishing the lockbox and each Dominion Account, in each case with the applicable Agent for the collection or servicing of the Accounts.

11.1.9. Solvency Certificates. Administrative Agent and Lenders shall have received certificates satisfactory to them from one or more knowledgeable Senior Officers of Borrowers and Parent that, after giving effect to the financing under this Agreement and the issuance of the Letters of Credit, Borrowers and Parent are Solvent.

11.1.10. Compliance with Laws and Other Agreements. Administrative Agent shall have determined or received assurances satisfactory to them that none of the Credit Documents or any of the transactions contemplated thereby violate Regulation U of the Board of Governors.

11.1.11. No Material Adverse Change. Since December 31, 2006, there shall have been no material adverse change in, or material adverse effect on, the business, properties, financial condition or operations of Ryerson and its Subsidiaries, taken as a whole, or the ability of Ryerson to consummate the transactions contemplated by the Merger Agreement (a “Closing Material Adverse Effect”); provided, however, that the effects of changes that are generally applicable to (i) the industries and markets in which Ryerson and its Subsidiaries operate, (ii) the United States economy or (iii) the United States securities markets shall be excluded from the determination of Closing Material Adverse Effect; and provided, further, that any adverse effect on Ryerson and its Subsidiaries resulting from (A) the execution of the Merger Agreement, the announcement of the Merger Agreement or the pendency or consummation of the transactions contemplated thereby, (B) any acts of terrorism or war, (C) changes in any Laws (as defined in the Merger Agreement) or accounting regulations or principles applicable to Ryerson or any of its Subsidiaries, (D) any other action required by Law, contemplated by the Merger Agreement or taken at the request of Parent or Merger Sub, (E) any failure by Ryerson or its Subsidiaries to meet analysts’ or internal earnings estimates or financial projections in and of itself, or (F) the failure of Parent to consent to any of the actions proscribed in Section 6.1 of the Merger Agreement, shall also be excluded from the determination of Material Adverse Effect.

11.1.12. Debt. Borrowers shall have no Debt outstanding other than the Obligations, the Senior Secured Notes and the Debt listed on Schedule 10.2.3 and other Debt permitted under Section 10.2.3.

11.1.13. Payment of Fees. Borrowers shall have paid, or made provision for the payment on the Closing Date of, all fees and expenses (to the extent invoiced) to be paid hereunder to Agents and Lenders on the Closing Date.

11.1.14. Acquisition by Platinum. The agreements, instruments and documents relating to each aspect of the Transactions, including the Merger Agreement, shall not be altered, amended or otherwise changed or supplemented or any condition therein waived, in each case in

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any material respect in any manner adverse to the Lenders, without the prior written consent of Administrative Agent. The Acquisition shall have been consummated substantially simultaneously with the Closing Date in accordance with the terms of the Merger Agreement and in compliance with Applicable Law and regulatory approvals.

11.1.15. Administrative Agent shall have received reasonably satisfactory evidence with respect to the Equity Contribution.

11.1.16. Financial Information. The Administrative Agent and the Lenders shall have received: (i) unaudited management accounts of Ryerson and its Subsidiaries for any interim quarterly periods which have ended since the December 31, 2006 audited financial statements and for which at least 45 days have passed as of the Closing Date and, with respect to the unaudited management accounts of Ryerson and its Subsidiaries for the interim quarterly period ended June 30, 2007, such unaudited management accounts will not be materially inconsistent with the financial statements for such period previous delivered to Bank of America and (ii) pro forma financial statements giving effect to the Transaction for the period commencing with the end of the most recently completed fiscal year and ending with the most recently completed quarter (for which at least 45 days have passed as of the Closing Date).

11.2. Conditions Precedent to All Credit Extensions. Lenders shall not be required to fund any Loans or otherwise extend any credit to or for the benefit of Borrowers, and Issuing Bank shall not be required to issue any Letter of Credit, unless and until each of the following conditions has been and continues to be satisfied, or waived by Agents and Lenders in accordance with the provisions of Section 13.9 hereof:

11.2.1. No Defaults. No Default or Event of Default exists at the time, or would result from the funding, of any Loan or other extension of credit.

11.2.2. Representations and Warranties. The representations and warranties of each Obligor in the Credit Documents shall be true and correct on the date of, and upon giving effect to, such funding, issuance or grant (except for representations and warranties that expressly relate to an earlier date).

11.3. Inapplicability of Conditions. None of the conditions precedent set forth in Sections 11.1 or 11.2 shall be conditions to the obligation of (i) each Participating Lender to make payments to Issuing Bank pursuant to Section 2.3.3, (ii) each Lender to deposit with Administrative Agent such Lender’s Pro Rata share of a Borrowing in accordance with Section 2.2.2, (iii) each Lender to pay any amount payable to the applicable Agent or any other Lender pursuant to this Agreement, (iv) Administrative Agent to pay any amount payable to any Lender pursuant to this Agreement or (v) each U.S. Revolver Lender to make payments to Administrative Agent in connection with Agent Advances pursuant to Section 2.8.

11.4. Limited Waiver of Conditions Precedent. If Lenders shall make any Loan, procure any Letter of Credit, or otherwise extend any credit to Borrowers under this Agreement at a time when any of the foregoing conditions precedent are not satisfied or waived in accordance with Section 13.9 hereof (regardless of whether the failure of satisfaction of any such conditions precedent was known or unknown to Agents or Lenders), the funding of such Loan shall not operate as a waiver of the right of Agent and Lenders to insist upon the satisfaction

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of all conditions precedent with respect to each subsequent Borrowing requested by Borrowers or a waiver of any Default or Event of Default as a consequence of the failure of any such conditions to be satisfied, unless Administrative Agent, with the prior written consent of the Required Lenders, in writing waives the satisfaction of any condition precedent, in which event such waiver shall only be applicable for the specific instance given and only to the extent and for the period of time expressly stated in such written waiver.

SECTION 12. EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT

12.1. Events of Default. The occurrence or existence of any one or more of the following events or conditions shall constitute an “Event of Default” (each of which Events of Default shall be deemed to exist unless and until waived by Administrative Agent and Lenders in accordance with the provisions of Section 13.9 hereof):

12.1.1. Payment of Obligations. Borrowers shall fail to pay (or shall fail to have had paid on its behalf) any of the Obligations on the due date thereof (whether due at stated maturity, on demand, upon acceleration or otherwise).

12.1.2. Misrepresentations. Any representation, warranty or other written statement to any Agent or any Lender by or on behalf of any Obligor, whether made in or furnished in compliance with or in reference to any of the Credit Documents (including any representation made in any Borrowing Base Certificate), proves to have been false or misleading in any material respect when made or furnished or when reaffirmed pursuant to Section 9.2 hereof.

12.1.3. Breach of Specific Covenants. Any Obligor shall fail or neglect to perform, keep or observe (i) any covenant contained in Section 8.1.1, 8.2.4, 8.2.5, 8.2.6, 8.4, 10.1.1, 10.2 or 10.3 hereof on the date that such Obligor is required to perform, keep or observe such covenant, (ii) any covenant contained in Section 10.1.3 hereof within five (5) days after the date that such Obligor is required to perform, keep and observe, and (iii) any covenant contained in Section 10.1.6 within three (3) Business Days after the date that such Obligor is required to perform, keep and observe.

12.1.4. Breach of Other Covenants. Any Obligor shall fail or neglect to perform, keep or observe any covenant contained in this Agreement (other than a covenant which is dealt with specifically elsewhere in Section 12.1 hereof) and the breach of such other covenant is not cured within thirty (30) days after the sooner to occur of any Senior Officer’s receipt of notice of such breach from Administrative Agent or the date on which such failure or neglect first becomes known to any Senior Officer; provided, however, that such notice and opportunity to cure shall not apply in the case of any failure to perform, keep or observe any covenant which is not capable of being cured at all or within such 30-day period or which is a willful and knowing breach by any Obligor.

12.1.5. Default Under Security Documents/Other Agreements. Any Obligor shall default in the due and punctual observance or performance (after the expiration of any applicable grace period) of any liability or obligation to be observed or performed by it under any of the Other Agreements or Security Documents.

12.1.6. Other Defaults. There shall occur any default or event of default on the part of any Obligor (other than Parent) or any Subsidiary under any agreement, document or instrument

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to which such Obligor (other than Parent) or such Subsidiary is a party or by which such Obligor (other than Parent) or such Subsidiary or any of their respective Properties is bound, creating or relating to any Debt (other than the Obligations) in excess of $15,000,000 if the payment or maturity of such Debt may be accelerated in consequence of such event of default or demand for payment of such Debt may be made; or there shall occur any default or event of default on the part of Parent under any agreement, document or instrument to which Parent is a party or by which Parent or any of its Property is bound, creating or relating to Debt (other than the Obligations) in excess of $15,000,000; and the holder of such Debt shall have commenced any enforcement action against Parent to collect such Debt.

12.1.7. Uninsured Losses. Any loss, theft, damage or destruction of any of the Collateral (excluding Accounts) not fully covered (subject to such deductibles as Administrative Agent shall have permitted) by insurance if the amount not covered by insurance exceeds $20,000,000.

12.1.8. Material Adverse Effect. There shall occur any event or condition that has a Material Adverse Effect.

12.1.9. Solvency. Borrower Agent shall cease to be Solvent (on a Consolidated Basis).

12.1.10. Insolvency Proceedings. Any Insolvency Proceeding shall be commenced by any Borrower or any of its Significant Subsidiaries (or any group of Subsidiaries that, when taken together, would meet the definition of “Significant Subsidiary”); an Insolvency Proceeding is commenced against any Borrower or any of its Significant Subsidiaries (or any group of Subsidiaries, that when taken together, would meet the definition of “Significant Subsidiary”) and any of the following events occur: such Borrower or such Significant Subsidiary (or any group of Subsidiaries that, when taken together, would meet the definition of “Significant Subsidiary”) consents to the institution of the Insolvency Proceeding against it, the petition commencing the Insolvency Proceeding is not timely controverted by such Borrower or such Significant Subsidiary (or any group of Subsidiaries that, when taken together, would meet the definition of “Significant Subsidiary”), the petition commencing the Insolvency Proceeding is not dismissed within sixty (60) days after the date of the filing thereof (provided that, in any event, during the pendency of any such period, Lenders shall be relieved from their obligation to make Loans or otherwise extend credit to or for the benefit of Borrowers hereunder), a trustee or receiver (on an interim or permanent basis) or similar official is appointed to take possession of all or a substantial portion of the Properties of such Borrower or such Significant Subsidiary (or any group of Subsidiaries that, when taken together, would meet the definition of “Significant Subsidiary”) or to operate all or any substantial portion of the business of such Borrower or such Significant Subsidiary (or any group of Subsidiaries that, when taken together, would meet the definition of “Significant Subsidiary”) or an order for relief shall have been issued or entered in connection with such Insolvency Proceeding; or any Borrower or any of its Significant Subsidiaries (or any group of Subsidiaries that, when taken together, would meet the definition of “Significant Subsidiary”) shall make an offer of settlement extension or composition to its unsecured creditors generally.

12.1.11. Business Disruption Condemnation. There shall occur a cessation of a substantial part of the business of any Obligor for a period which may be reasonably expected to have a Material Adverse Effect; or any Obligor shall suffer the loss or revocation of any license or permit now held or hereafter acquired by such Obligor which is necessary to the continued or

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lawful operation of its business; or any Obligor shall be enjoined, restrained or in any way prevented by court, governmental or administrative order from conducting all or any material part of its business affairs; or any material lease or agreement pursuant to which any Obligor leases or occupies any premises on which any Collateral is located shall be canceled or terminated prior to the expiration of its stated term and such cancellation or termination has a Material Adverse Effect or results in an Out-of-Formula Condition; or any material part of the Collateral shall be taken through condemnation or the value of such Collateral shall be materially impaired through condemnation.

12.1.12. Change of Ownership. (i) A Change of Control shall occur; (ii) Parent shall cease to own beneficially and of record at least 100% of the Equity Interest of Ryerson; (iii) any “change of control” (as defined in the indenture or other agreement governing the Debt incurred under Section 10.2.3(vii)) shall occur; or (iv) any “change of control” (as defined in the Senior Secured Notes Indenture) shall occur.

12.1.13. ERISA. An ERISA Event or any similar event shall occur with respect to a Pension Plan, Canadian Pension Plan or Multi-employer Plan which has resulted or could reasonably be expected to have a Material Adverse Effect or result in a Lien on a portion of the Collateral having a value greater than $5,000,000 (other than in respect of contributions not yet due to a Canadian Pension Plan).

12.1.14. Challenge to Credit Documents. Any Obligor or any of its Subsidiaries or Affiliates shall challenge or contest in any action, suit or proceeding the validity or enforceability of any of the Credit Documents, the legality or enforceability of any of the Obligations or the perfection or priority of any Lien granted to Agents, or any of the Credit Documents ceases to be in full force or effect for any reason other than a full or partial waiver or release by Agents and Lenders in accordance with the terms thereof.

12.1.15. Judgment. (i) One or more judgments or orders for the payment of money in an amount that exceeds, individually or in the aggregate, $15,000,000 (net of any insurance coverage applicable thereto acknowledged by the insurer) shall be entered against any Borrower or any of its Subsidiaries or (ii) one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, shall be entered against any Borrower or any of its Subsidiaries and, in either case, (x) enforcement proceedings shall have been commenced by any creditor upon such judgment or order, (y) there shall be any period of thirty (30) consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect or (z) results in the creation or imposition of a Lien upon any of the Collateral that is not a Permitted Lien.

12.1.16. Repudiation of or Default Under Guaranty. Any Guarantor shall revoke or attempt to revoke its guarantee of the Obligations, shall repudiate such Guarantor’s liability thereunder, or shall be in default under the terms thereof, or shall fail to confirm in writing, promptly after receipt of Administrative Agent’s written request therefor, such Guarantor’s ongoing liability under the U.S. Security Agreement or Canadian Security Agreement, as the case may be, in accordance with the terms thereof.

12.1.17. Criminal Forfeiture. Any Obligor shall be convicted under any criminal law that could lead to a forfeiture of any Property of such Obligor or there is filed against any Obligor or any of its Subsidiaries any action, suit or proceeding under any federal or state racketeering statute (including the Racketeer Influenced and Corrupt Organization Act of 1970), in each case, which could reasonably be expected to have a Material Adverse Effect.

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12.2. Acceleration of Obligations; Termination of Commitments. Without in any way limiting the right of Administrative Agent to demand payment of any portion of the Obligations payable on demand in accordance with this Agreement:

12.2.1. Upon or at any time after the occurrence of an Event of Default (other than pursuant to Section 12.1.10 hereof) and for so long as such Event of Default shall exist, Administrative Agent may in its discretion (and, upon receipt of written instructions to do so from the Required Lenders, shall) (a) declare the principal of and any accrued interest on the Loans and all other Obligations owing under any of the Credit Documents to be, whereupon the same shall become without further notice or demand (all of which notice and demand each Borrower expressly waives), forthwith due and payable and Borrowers shall forthwith pay to Administrative Agent the entire principal of and accrued and unpaid interest on the Loans and other Obligations plus reasonable attorneys’ fees and court costs if such principal and interest are collected by or through an attorney at law and (b) terminate the Commitments.

12.2.2. Upon the occurrence of an Event of Default specified in Section 12.1.10 hereof, all of the Obligations shall become automatically due and payable without declaration, notice or demand by Administrative Agent to or upon any Borrower and the Commitments all automatically terminate as if terminated by Administrative Agent pursuant to Section 6.2.1 hereof and with the effects specified in Section 6.2.4 hereof; provided, however, that, if Agents or Lenders shall continue to make Loans or otherwise extend credit to Borrowers pursuant to this Agreement after an automatic termination of the Commitments by reason of the commencement of an Insolvency Proceeding by or against Borrowers, such Loans and other credit shall nevertheless be governed by this Agreement and enforceable against and recoverable from each Borrower as if such Insolvency Proceeding had never been instituted.

12.3. Other Remedies. Upon and after the occurrence of an Event of Default and for so long as such Event of Default shall exist, each Agent may in its discretion (and, upon receipt of written direction of the Required Lenders, shall) exercise from time to time the following rights and remedies (without prejudice to the rights of any Agent or any Lender to enforce its claim against any or all Borrowers):

12.3.1. All of the rights and remedies of a secured party under the UCC, PPSA, BIA or CCAA or under other Applicable Law, and all other legal and equitable rights to which Agents may be entitled under any of the Credit Documents, all of which rights and remedies shall be cumulative and shall be in addition to any other rights or remedies contained in this Agreement or any of the other Credit Documents, and none of which shall be exclusive.

12.3.2. The right to collect all amounts at any time payable to a Borrower from any Account Debtor or other Person at any time indebted to such Borrower.

12.3.3. The right to take immediate possession of any of the Collateral, and to (i) require Borrowers to assemble the Collateral, at Borrowers’ expense, and make it available to the applicable Agent at a place designated by the applicable Agent which is reasonably convenient to both parties, and (ii) enter any premises where any of the Collateral shall be located and to keep and store the Collateral on said premises until sold (and if said premises be the Property of a Borrower, then such Borrower agrees not to charge the applicable Agent for storage thereof).

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12.3.4. The right to sell or otherwise dispose of all or any Collateral in its then condition, or after any further manufacturing or processing thereof at public or private sale or sales, with such notice as may be required by Applicable Law, in lots or in bulk, for cash or on credit, all as Administrative Agent, in its sole discretion, may deem advisable. Each Borrower agrees that any requirement of notice to any Borrower of any proposed public or private sale or other disposition of Collateral by the applicable Agent shall be deemed reasonable notice thereof if given at least ten (10) days prior thereto, and such sale may be at such locations as the applicable Agent may designate in said notice, the applicable Agent shall have the right to conduct such sales on any applicable Borrower’s premises, without charge therefor, and such sales may be adjourned from time to time in accordance with Applicable Law. The applicable Agent shall have the right to sell, lease or otherwise dispose of the Collateral, or any part thereof, for cash, credit or any combination thereof, and the applicable Agent may purchase all or any part of the Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of such purchase price, may set off the amount of such price against the Obligations. The proceeds realized from the sale or other disposition of any Collateral may be applied, after allowing two (2) Business Days for collection in accordance with Section 5.6. If any deficiency shall arise, U.S. Borrowers shall remain jointly and severally liable to Agents and Lenders therefor.

12.3.5. The right to the appointment of a receiver (on an interim or permanent basis), without notice of any kind whatsoever, to take possession of all or any portion of the Collateral and to exercise such rights and powers as the court appointing such receiver shall confer upon such receiver.

12.3.6. [Reserved].

12.3.7. The right to require Borrowers to Cash Collateralize the aggregate amount of the L/C Obligations and, if Borrowers fail promptly to make such deposit, Lenders may (and shall upon the direction of the Required U.S. Revolver Lenders or Required Canadian Revolver Lenders, as applicable) advance such amount as a U.S. Revolver Loan or Canadian Revolver Loan, as the case may be, (whether or not an Out-of-Formula Condition exists or is created thereby). Any such deposit or advance shall be held by the applicable Agent as a reserve to fund future payments on any Letter of Credit. At such time as all Letters of Credit have been drawn upon or expired, any amounts remaining in such reserve shall be applied against any outstanding Obligations, or, after full and final payment of all Obligations have been Paid in Full, returned to Borrowers.

12.3.8. With respect to each arrangement contemplated by this paragraph to the extent of any Borrower’s interest therein, and to the extent the same may be granted under such Borrower’s license or other right to use the same if not owned by such Borrower, each Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub license (exercisable without payment of royalty or other compensation to any Borrower or any other Person) any or all of each Borrower’s Intellectual Property and all of each Borrower’s computer hardware and software trade secrets, brochures, customer lists, promotional and advertising materials, labels, and packaging materials, and any Property of a similar nature, in advertising for sale, marketing, selling and collecting and in completing the manufacturing of any Collateral, and each Borrower’s rights under all licenses and all franchise agreements shall inure to Administrative Agent’s benefit.

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12.4. Setoff. In addition to any Liens granted under any of the Credit Documents and any rights now or hereafter available under Applicable Law, each Agent and each Lender (and, each of their respective Affiliates) is hereby authorized by Borrowers at any time that an Event of Default exists, without notice to Borrowers or any other Person (any such notice being hereby expressly waived), to set off and to appropriate and apply any and all deposits, general or special (including Debt evidenced by certificates of deposit whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)) and any other Debt at any time held or owing by such Lender or any of their Affiliates to or for the credit or the account of any Borrower against and on account of the Obligations of Borrowers arising under the Credit Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Agent or such Lender shall have made any demand hereunder, (ii) Administrative Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, such Lender or any Affiliate of any of them, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5.

12.5. Remedies Cumulative; No Waiver.

12.5.1. All covenants, conditions, provisions, warranties, guaranties, indemnities, and other undertakings of Borrowers contained in this Agreement and the other Credit Documents, or in any document referred to herein or contained in any agreement supplementary hereto or in any schedule given to any Agent, any Collateral Agent or any Lender or contained in any other agreement between any Agent, any Collateral Agent or any Lender and Borrowers, heretofore, concurrently, or hereafter entered into, shall be deemed cumulative to and not in derogation or substitution of any of the terms, covenants, conditions, or agreements of Borrowers herein contained. The rights and remedies of Agents, Collateral Agents and Lenders under this Agreement and the other Credit Documents shall be cumulative and not exclusive of any rights or remedies that any Agent, any Collateral Agent or any Lender would otherwise have. The rights and remedies of Borrowers under this Agreement and the other Credit Documents also shall be cumulative and not exclusive of any rights or remedies that Borrowers would otherwise have.

12.5.2. The failure or delay of any Agent, any Collateral Agent or any Lender to require strict performance by Borrowers of any provision of any of the Credit Documents or to exercise or enforce any rights, Liens, powers or remedies under any of the Credit Documents or with respect to any Collateral shall not operate as a waiver of such performance, Liens, rights, powers and remedies, but all such requirements, Liens, rights, powers, and remedies shall continue in full force and effect until all Loans and all other Obligations, owing or to become owing from Borrowers to Agents, the Collateral Agents and Lenders shall have been fully satisfied. None of the undertakings, agreements, warranties, covenants and representations of Borrowers contained in this Agreement or any of the other Credit Documents and no Event of Default by any Borrower under this Agreement or any other Credit Documents shall be deemed to have been suspended or waived by any Agent, any Collateral Agent or any Lender, unless such suspension or waiver is by an instrument in writing specifying such suspension or

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waiver and is signed by a duly authorized representative of such Agent, such Collateral Agent or such Lender and directed to Borrowers. The failure or delay of Borrowers to require strict performance by any Agent, any Collateral Agent or any Lender of any provision of any of the Credit Documents or to exercise or enforce any rights, powers or remedies under any of the Credit Documents or at Applicable Law shall not operate as a waiver of such rights, powers and remedies.

12.5.3. If any Agent, any Collateral Agent or any Lender shall accept performance by a Borrower, in whole or in part, of any obligation that a Borrower is required by any of the Credit Documents to perform only when a Default or Event of Default exists, or if any Agent, any Collateral Agent or any Lender shall exercise any right or remedy under any of the Credit Documents that may not be exercised other than when a Default or Event of Default exists, such Agent’s, such Collateral Agent’s or Lender’s acceptance of such performance by a Borrower or such Agent’s, such Collateral Agent’s or Lender’s exercise of any such right or remedy shall not operate to waive any such Event of Default or to preclude the exercise by any Agent, any Collateral Agent or any Lender of any other right or remedy, unless otherwise expressly agreed in writing by such Agent, such Collateral Agent or such Lender, as the case may be.

SECTION 13. AGENTS

13.1. Appointment, Authority and Duties of Agents.

13.1.1. Appointment and Authority.

(a) Each Lender appoints and designates Bank of America as Administrative Agent hereunder. Each Lender appoints and designates each of Bank of America, General Electric Capital Corporation and Wells Fargo Capital Finance, LLC as a Collateral Agent hereunder. Administrative Agent may, and each Lender authorizes Administrative Agent to, enter into all Credit Documents to which Administrative Agent is intended to be a party and accept all Security Documents, for Administrative Agent’s benefit and the Pro Rata benefit of Lenders. Each Lender agrees that any action taken by Administrative Agent or Required Lenders in accordance with the provisions of the Credit Documents, and the exercise by Administrative Agent or Required Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Lenders. Without limiting the generality of the foregoing, Administrative Agent shall have the sole and exclusive authority to (a) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections with respect to the U.S. Obligors arising in connection with the Obligations under the Credit Documents; (b) execute and deliver as Administrative Agent each Credit Document, including any intercreditor or subordination agreement, and accept delivery of each Loan Document from any Obligor or other Person; (c) act as collateral agent for the Secured Parties for purposes of perfecting and administering Liens granted by the U.S. Obligors securing the Obligations under the Credit Documents, and for all other purposes stated therein (other than the authority specifically granted to the Collateral Agents herein); (d) manage, supervise or otherwise deal with Collateral of U.S. Obligors securing the Obligations; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral of U.S. Obligors securing the Obligations under the Credit Documents, Applicable Law or otherwise. The duties of Administrative Agent and the Collateral Agents shall be ministerial and administrative in nature, and neither Administrative Agent nor any Collateral Agent shall not have a fiduciary relationship with any Lender, Secured Party, Participant or other Person, by reason of any Loan Document or any transaction relating thereto. Administrative Agent alone shall be authorized to determine whether any Accounts or Inventory constitute Eligible Accounts or Eligible Inventory, or (subject to the following proviso) whether to impose or release any reserve, and to exercise

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its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate Administrative Agent from liability to any Lender or other Person for any error in judgment; provided, that notwithstanding the foregoing, the Collateral Agents shall be authorized to determine whether to impose or release certain reserves (as set forth in this Agreement), and to exercise their Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate the Collateral Agents from liability to any Lender or other Person for any error in judgment.

(b) Each Canadian Revolver Lender appoints and designates Bank of America-Canada Branch as Canadian Agent hereunder. Canadian Agent may, and each Canadian Revolver Lender authorizes Canadian Agent to, enter into all Credit Documents to which Canadian Agent is intended to be a party and accept all Security Documents, for Canadian Agent’s benefit and the Pro Rata Benefit of Canadian Lenders and the Secured Parties. Each Canadian Revolver Lender agrees that any action taken by Canadian Agent, Required Canadian Revolver Lenders or Required Lenders in accordance with the provisions of the Credit Documents, and the exercise by Canadian Agent, Required Canadian Revolver Lenders or Required Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized and binding upon all Canadian Revolver Lenders. Without limiting the generality of the foregoing (but subject to Section 13.1.1(a)), Canadian Agent shall have the sole and exclusive authority to (a) act as the disbursing and collecting agent for Canadian Revolver Lenders with respect to all payments and collections arising in connection with the Canadian Obligations under the Credit Documents; (b) execute and deliver as Canadian Agent each Credit Document, including any intercreditor or subordination agreement, and accept delivery of each Credit Document from any Obligor or other Person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering all Liens granted to it and securing the Canadian Obligations under the Credit Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral of Canadian Loan Parties; and (e) take any Enforcement Action or otherwise exercise any rights and remedies given to Canadian Agent with respect to any Collateral of Canadian Loan Parties under the Credit Documents, Applicable Law or otherwise. The duties of Canadian Agent shall be ministerial and administrative in nature, and Canadian Agent shall not have a fiduciary relationship with any Lender, Secured Party, Participant or other Person, by reason of any Credit Document or any transaction relating thereto. Administrative Agent and Canadian Agent will coordinate and cooperate with respect to U.S. Obligors and their Collateral in their capacity as Canadian Obligors.

(c) For the purposes of creating a solidarité active in accordance with Article 1541 of the Civil Code of Québec between each Secured Party, taken individually, on the one hand, and Canadian Agent, on the other hand, each Obligor and each such Secured Party acknowledges and agrees with Canadian Agent that such Secured Party and Canadian Agent are hereby conferred the legal status of solidary creditors of each such Obligor in respect of all Obligations owed by each such Obligor to Canadian Agent and such Secured Party hereunder and under the other Credit Documents (collectively, the “Solidary Claim”) and that, accordingly, but subject (for the avoidance of doubt) to Articles 1542 and 1543 of the Civil Code of Québec, each such Obligor is irrevocably bound towards Canadian Agent and each Secured Party in respect of the entire Solidary Claim of Canadian Agent and such Secured Party. As a result of the foregoing, the parties hereto acknowledge that Canadian Agent and each Secured Party shall at all times have a valid and effective right of action for the entire Solidary Claim of Canadian Agent and such Secured Party and the right to give full acquittance for it. Accordingly, and without limiting the generality of the foregoing, Canadian Agent, as solidary creditor with each Secured Party, shall at all times have a valid and effective right of action in respect of the Solidary Claim and the right to give a full acquittance for same. By its execution of the Credit Documents to which it is a party, each such Obligor not a party hereto shall also be deemed to have accepted the stipulations hereinabove provided. The parties further agree and acknowledge that such Liens (hypothecs) under the Security Documents and the other Credit Documents shall be granted to Canadian Agent, for its own benefit and for the benefit of the Secured Parties, as solidary creditor as hereinabove set forth.

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13.1.2. Duties. No Agent nor any Collateral Agent shall have any duties except those expressly set forth in the Credit Documents. The conferral upon any Agent or any Collateral Agent of any right shall not imply a duty on such Agent’s or such Collateral Agent’s part to exercise such right, unless, in the case of any Agent, instructed to do so by Required Lenders in accordance with this Agreement.

13.1.3. Agent Professionals. Each Agent and each Collateral Agent may perform its duties through agents and employees. Each Agent and each Collateral Agent may consult with and employ Agent Professionals, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by an Agent Professional. No Agent nor any Collateral Agent shall be responsible for the negligence or misconduct of any agents, employees or Agent Professionals selected by it with reasonable care.

13.1.4. Instructions of Required Lenders. The rights and remedies conferred upon each Agent and each Collateral Agent under the Credit Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Each Agent and each Collateral Agent may request instructions from Required Lenders with respect to any act (including the failure to act) in connection with any Credit Documents, and may seek assurances to its satisfaction from Lenders of their indemnification obligations under Section 3.613.6 against all Claims that could be incurred by any Agent in connection with any act. Each Agent and each Collateral Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and no Agent nor any Collateral Agent shall incur liability to any Person by reason of so refraining. Instructions of Required Lenders shall be binding upon all Lenders, and no Lender shall have any right of action whatsoever against any Agent or any Collateral Agent as a result of such Agent or such Collateral Agent acting or refraining from acting in accordance with the instructions of Required Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders shall be required in the circumstances described in Section 13.9, and in no event shall Required Lenders, without the prior written consent of each Lender, direct any Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans, nor to terminate the Commitments of one Lender without terminating the Commitments of all Lenders. In no event shall any Agent or any Collateral Agent be required to take any action that, in its opinion, is contrary to Applicable Law or any Credit Documents or could subject any Agent Indemnitee to personal liability.

13.1.5. Withholding Tax. To the extent required by any Applicable Law, any Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax. If the Internal Revenue Service or any other authority of the United States or other jurisdiction asserts a claim that any Agent did not properly withhold tax from amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form was not delivered or not property executed, or because such Lender failed to notify such Agent of a change in circumstance that rendered the exemption from, or reduction of withholding tax ineffective), such Lender shall indemnify and hold harmless such Agent (to the extent that such Agent has not already been reimbursed by the Borrower and without limiting the obligation of any Borrower to do so) for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any interest, additions to tax or penalties thereto, together with all expenses incurred, including legal expenses and any other out-of-pocket expenses, whether or not such tax were correctly or legally imposed or asserted by the relevant Government Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.

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13.2. Agreements Regarding Collateral and Field Examination Reports.

13.2.1. Lien Releases; Care of Collateral. Lenders authorize each Agent to release any Lien with respect to any Collateral (a) upon Full Payment of the Obligations; (b) that is the subject of an Asset Disposition which Borrowers certify in writing to Administrative Agent is permitted pursuant to the terms of this Agreement or a Lien which Borrowers certify is a Permitted Lien entitled to priority over any Agent’s Liens (and each Agent may rely conclusively on any such certificate without further inquiry); (c) that does not constitute a material part of the Collateral; or (d) with the written consent of all Lenders. No Agent shall have any obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borrower, or is cared for, protected, insured or encumbered, nor to assure that such Agent’s Liens have been properly created, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral.

13.2.2. Possession of Collateral. Agents and Lenders appoint each other Lender as agent (for the benefit of Secured Parties) for the purpose of perfecting Liens in any Collateral held by such Lender, to the extent such Liens are perfected by possession. If any Lender obtains possession of any Collateral, it shall notify Administrative Agent thereof and, promptly upon Administrative Agent’s request, deliver such Collateral to the applicable Agent or otherwise deal with it in accordance with Administrative Agent’s instructions.

13.2.3. Reports. Administrative Agent shall promptly, upon receipt thereof, forward to each Lender copies of the results of any field audit, examination or appraisal prepared by or on behalf of Administrative Agent with respect to any Obligor or Collateral (“Report”). Each Lender agrees (a) that neither Bank of America, Administrative Agent, Bank of America-Canada Branch nor Canadian Agent makes any representation or warranty as to the accuracy or completeness of any Report, and shall not be liable for any information contained in or omitted from any Report; (b) that the Reports are not intended to be comprehensive audits or examinations, and that Agents or any other Person performing any audit or examination will inspect only specific information regarding Obligations or the Collateral and will rely significantly upon Borrowers’ books and records as well as upon representations of Borrowers’ officers and employees; and (c) to keep all Reports confidential and strictly for such Lender’s internal use, and not to distribute any Report (or the contents thereof) to any Person (except to such Lender’s Participants, attorneys and accountants) or use any Report in any manner other than administration of the Loans and other Obligations. Each Lender agrees to indemnify and hold harmless Agents and any other Person preparing a Report from any action such Lender may take as a result of or any conclusion it may draw from any Report, as well as any Claims arising in connection with the any third parties that obtain any part or contents of a Report through such Lender.

13.3. Reliance by Agent. Agents shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication (including those by telephone, telex, telegram, telecopy or e-mail) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and upon the advice and statements of Agent Professionals. As to any matters not expressly provided for by this Agreement or any of the other Credit Documents, each Agent shall in all cases be fully protected in acting or refraining from acting hereunder and thereunder in accordance with the instructions of the Required Lenders, and such instructions of the Required Lenders and any action taken or failure to act pursuant thereto shall be binding upon Lenders.

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13.4. Action upon Default. Agents shall not be deemed to have knowledge of any Default or Event of Default unless it has received written notice from a Lender or Borrower specifying the occurrence and nature thereof. If any Lender acquires knowledge of a Default or Event of Default, it shall promptly notify Administrative Agent and the other Lenders thereof in writing. Each Lender agrees that, except as otherwise provided in any Credit Documents or with the written consent of Administrative Agent and Required Lenders, it will not take any Enforcement Action, accelerate Obligations under any Credit Documents, or exercise any right that it might otherwise have under Applicable Law to credit bid with respect to any Obligations owing to such Lender under the Credit Documents at foreclosure sales, UCC or PPSA sales or other similar dispositions of Collateral. Notwithstanding the foregoing, however, a Lender may take action to preserve or enforce its rights against an Obligor where a deadline or limitation period is applicable that would, absent such action, bar enforcement of Obligations held by such Lender, including the filing of proofs of claim in an Insolvency Proceeding.

13.5. Ratable Sharing. If any Lender shall obtain any payment or reduction of any Obligation, whether through setoff or otherwise, in excess of its share of such Obligation, determined on a Pro Rata basis or in accordance with Section 5.6, as applicable, such Lender shall forthwith purchase from the applicable Agent, Issuing Bank and the other Lenders such participations in the affected Obligation as are necessary to cause the purchasing Lender to share the excess payment or reduction on a Pro Rata basis or in accordance with Section 5.6, as applicable. If any of such payment or reduction is thereafter recovered from the purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. No Lender shall set off against any Dominion Account without the prior consent of Administrative Agent.

13.6. Indemnification of Agent Indemnitees.

13.6.1. Each Lender agrees to indemnify and defend the Agent Indemnitees acting in their capacities as Agent Indemnitees (to the extent not reimbursed by Borrowers under this Agreement, but without limiting the indemnification obligation of Borrowers under this Agreement), on a Pro Rata basis, and to hold each of the Agent Indemnitees harmless from and against, any and all Indemnified Claims which may be imposed on, incurred by or asserted against any of the Agent Indemnitees in any way related to or arising out of this Agreement or any of the other Credit Documents or any other document contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including the costs and expenses which Borrowers are obligated to pay under Section 15.2 hereof or amounts any Agent may be called upon to pay in connection with any lockbox or Dominion Account arrangement contemplated hereby or under any indemnity, guaranty or other assurance of payment or performance given by any Agent with respect to Letters of Credit) or the enforcement of any of the terms hereof or thereof or of any such other documents; provided that no Lender shall be liable to an Agent Indemnitee for any of the foregoing to the extent that they result from the willful misconduct or gross negligence of such Agent Indemnitee.

13.6.2. Without limiting the generality of the foregoing provisions of this Section 13.6, if an Agent should be sued by any receiver, interim receiver, trustee, debtor in possession, monitor or other Person on account of any alleged preference or fraudulent transfer received, or alleged to have been received from any Borrower as the result of any transaction under the Credit Documents, then in such event any monies paid by such Agent in settlement or satisfaction of such suit, together with all Extraordinary Expenses incurred by such Agent in the defense of same, shall be promptly reimbursed to such Agent by Lenders to the extent of each Lender’s Pro Rata share.

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13.6.3. Without limiting the generality off the foregoing provisions of this Section 13.6, if at any time (whether prior to or after the Commitment Maturity Date) any action or proceeding shall be brought against any of the Agent Indemnitees by a Borrower or by any other Person claiming by, through or under a Borrower, to recover damages for any act taken or, omitted by any Agent or any Collateral Agent under any of the Credit Documents or in the performance of any rights, powers or remedies of any Agent or any Collateral Agent against any Borrower, any Account Debtor, the Collateral or with respect to any Loans, or to obtain any other relief of any kind on account of any transaction involving any Agent Indemnitees under or in relation to any of the Credit Documents, each Lender agrees to indemnify, defend and hold the Agent Indemnitees harmless with respect thereto and to pay to the Agent Indemnitees such Lender’s Pro Rata share of such amount as any of the Agent Indemnitees shall be required to pay by reason of a judgment, decree, or other order entered in such action or proceeding or by reason of any compromise or settlement agreed to by the Agent Indemnitees, including all interest and costs assessed against any of the Agent Indemnitees in defending or compromising such action, together with attorneys’ fees and other legal expenses paid or incurred by the Agent Indemnitees in connection therewith; provided, however, that no Lender shall be liable to any Agent Indemnitee for any of the foregoing to the extent that they arise from the willful misconduct or gross negligence of such Agent Indemnitee. In Administrative Agent’s discretion, Administrative Agent may also reserve for or satisfy any such judgment, decree or order from proceeds of Collateral prior to any distributions therefrom to or for the account of Lenders.

13.7. Limitation on Responsibilities of Agent. No Agent nor any Collateral Agent shall be liable to Lenders for any action taken or omitted to be taken under the Credit Documents, except for losses caused by such Agent’s or such Collateral Agent’s gross negligence or willful misconduct. No Agent nor any Collateral Agent assumes any responsibility for any failure or delay in performance or any breach by any Obligor or Lender of any obligations under the Credit Documents. No Agent nor any Collateral Agent makes to Lenders any express or implied warranty, representation or guarantee with respect to any Obligations, Collateral, Credit Documents or Obligor. No Agent Indemnitee shall be responsible to Lenders for any recitals, statements, information, representations or warranties contained in any Credit Documents; the execution, validity, genuineness, effectiveness or enforceability of any Credit Documents; the genuineness, enforceability, collectibility, value, sufficiency, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; the validity, enforceability or collectibility of any Obligations; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Obligor or Account Debtor. No Agent Indemnitee shall have any obligation to any Lender to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any Obligor of any terms of the Credit Documents, or the satisfaction of any conditions precedent contained in any Credit Documents.

13.8. Successor Agent and Co-Agents.

13.8.1. Resignation; Successor Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent or Canadian Agent as provided below, Administrative Agent or Canadian Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowers. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Administrative Agent or Canadian Agent, as the case may be, which shall be (provided no Default or Event of Default exists) reasonably acceptable to Borrower Agent. If no successor agent is appointed prior to the effective date of the resignation of Administrative Agent or Canadian Agent, as the

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case may be, then Administrative Agent or Canadian Agent, as the case may be, may appoint a successor agent from among the applicable Lenders. Upon acceptance by a successor Administrative Agent or Canadian Agent, as the case may be, of an appointment to serve as Administrative Agent or Canadian Agent, as the case may be, hereunder, such successor Administrative Agent or Canadian Agent, as the case may be, shall thereupon succeed to and become vested with all the powers and duties of the retiring Administrative Agent or Canadian Agent, as the case may be, without further act, and the retiring Administrative Agent or Canadian Agent, as the case may be, shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 13 and 15. Notwithstanding any Administrative Agent’s or Canadian Agent’s resignation, the provisions of this Section 13 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Administrative Agent or Canadian Agent. Any successor to Bank of America or Bank of America-Canada Branch by merger, amalgamation or acquisition of stock or this loan shall continue to be Administrative Agent and Canadian Agent hereunder, respectively, without further act on the part of the parties hereto, unless such successor resigns as provided above.

13.8.2. Separate Collateral Administrative Agent. It is the intent of the parties that there shall be no violation of any Applicable Law denying or restricting the right of financial institutions to transact business in any jurisdiction. If any Agent believes that it may be limited in the exercise of any rights or remedies under the Credit Documents due to any Applicable Law, such Agent may appoint an additional Person who is not so limited, as a separate collateral agent or co-collateral agent. If any Agent so appoints a collateral agent or co-collateral agent, each right and remedy intended to be available to such Agent under the Credit Documents shall also be vested in such separate agent. Every covenant and obligation necessary to the exercise thereof by such agent shall run to and be enforceable by it as well as such Agent. Lenders shall execute and deliver such documents as each Agent deems appropriate to vest any rights or remedies in such agent. If any collateral agent or co-collateral agent shall die or dissolve, become incapable of acting, resign or be removed, then all the rights and remedies of such agent, to the extent permitted by Applicable Law, shall vest in and be exercised by the applicable Agent until appointment of a new agent.

13.9. Consents, Amendments and Waivers; Out-of-Formula Loans.

13.9.1. Amendment. No modification of any Credit Document, including any extension or amendment of a Credit Document or any waiver of a Default or Event of Default, shall be effective without the prior written agreement of Administrative Agent (with the consent of, and at the direction of, Required Lenders) and each Obligor party to such Credit Document; provided, however, that

(a) without the prior written consent of the applicable Agent or the applicable Collateral Agent (in addition to the Required Lenders), no modification shall be effective with respect to any provision in a Credit Document or provision of this Agreement that relates to any rights, duties or discretion of such Agent or such Collateral Agent;

(b) without the prior written consent of Issuing Bank, no modification shall be effective with respect to any L/C Obligations or Section 2.3;

(c) without the prior written consent of each affected Lender, no modification shall be effective that would (i) increase, extend or reinstate the Commitment of such Lender; or (ii) reduce the amount of, or waive or delay payment of, any principal, interest, fees or other amounts payable to such Lender; and

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(d) without the prior written consent of all Lenders (except a defaultingDefaulting Lender as provided in this Section 4.213.9.1), no modification shall be effective that would (i) extend the Commitment Maturity Date; (ii) alter Section 5.6 or 13.9.1; (iii) amend the definitions of “Total Borrowing Base,” “U.S. Borrowing Base” or “Canadian Borrowing Base” (and the defined terms used in such definitions), “Applicable Percentage,” “Pro Rata,” “Required Lenders,” “Required U.S. Revolver Lenders” or “Required Canadian Revolver Lenders”; (iv) increase any advance rate or increase total Commitments; (vi) other than in connection with a transaction permitted by Section 10.2.9 release a material portion of the Collateral; (vii) release any Solvent (at the time of the release) Obligor from liability for any Obligations other than in connection with a transaction permitted by Section 10.2.1 or 10.2.9 or (viii) subordinate the Obligations to any other obligation.

Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.

13.9.2. Limitations. The agreement of Borrowers shall not be necessary to the effectiveness of any modification of a Credit Document that deals solely with the rights and duties of Lenders, Administrative Agent, Canadian Agent, Collateral Agents and/or Issuing Bank as among themselves. Only the consent of the parties to the Fee Letter, the Engagement and Fee Letter, the GE Amendment No. 1 Fee Letter, the Wells Amendment No. 1 Fee Letter or any agreement relating to a Bank Product shall be required for any modification of such agreement, and no Affiliate or branch of a Lender that is party to a Bank Product agreement shall have any other right to consent to or participate in any manner in modification of any other Credit Document. The making of any Loans during the existence of a Default or Event of Default shall not be deemed to constitute a waiver of such Default or Event of Default, nor to establish a course of dealing. Any waiver or consent granted by Lenders hereunder shall be effective only if in writing, and then only in the specific instance and for the specific purpose for which it is given.

13.9.3. Payment for Consents. No Borrower will, directly or indirectly, pay any remuneration or other thing of value, whether by way of additional interest, fee or otherwise, to any Lender (in its capacity as a Lender hereunder) as consideration for agreement by such Lender with any modification of any Credit Documents, unless such remuneration or value is concurrently paid, on the same terms, on a Pro Rata basis to all Lenders providing their consent.

13.9.4. Unless otherwise directed in writing by the Required U.S. Revolver Lenders, Administrative Agent may require U.S. Revolver Lenders to honor requests by Borrower for U.S. Out-of-Formula Loans (in which event, and notwithstanding anything to the contrary set forth in this Agreement, U.S. Revolver Lenders shall continue to make U.S. Revolver Loans up to their Pro Rata share of the U.S. Revolver Commitments) and to forbear from requiring Borrowers to cure a U.S. Out-of-Formula Condition, (1) when no Event of Default exists (or if an Event of Default exists, when the existence of such Event of Default is not known by Administrative Agent), if and for so long as (i) such U.S. Out-of-Formula Condition does not continue for a period of more than thirty (30) consecutive days, following which no U.S. Out-of-Formula Condition exists for at least fifteen (15) consecutive days before another Out-of-Formula Condition exists, (ii) the amount of the U.S. Revolver Loans outstanding at any time does

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not exceed the aggregate of the U.S. Revolver Commitments at such time, and (iii) the U.S. Out-of-Formula Condition is not known by Administrative Agent at the time in question to exceed 10% of the U.S. Borrowing Base and (2) regardless of whether or not an Event of Default exists, if Administrative Agent discovers the existence of a U.S. Out-of-Formula Condition not previously known by it to exist, but U.S. Revolver Lenders shall be obligated to continue making such U.S. Revolver Loans as directed by Administrative Agent only (A) if the amount of the U.S. Out-of-Formula Condition is not increased by more than $10,000,000 above the amount determined by Administrative Agent to exist on the date of discovery thereof and (B) for a period not to exceed thirty (30) days and (C) the amount of the U.S. Revolver Loans outstanding at any time does not exceed the aggregate of the U.S. Revolver Commitments at such time. In no event shall any Borrower be deemed to be a beneficiary of this Section 13.9.4 or authorized to enforce any of the provisions of this Section 13.9.4. Any funding of a U.S. Out-of-Formula Loan or a sufferance of a U.S. Out-of-Formula Condition shall not constitute a waiver by Administrative Agent or U.S. Revolver Lenders of the Event of Default caused thereby.

13.9.5. Unless otherwise directed in writing by the Required Canadian Revolver Lenders, Canadian Agent may require Canadian Revolver Lenders to honor requests by Canadian Borrower for Canadian Out-of-Formula Loans (in which event, and notwithstanding anything to the contrary set forth in this Agreement, Canadian Revolver Lenders shall continue to make Canadian Revolver Loans up to their Pro Rata share of the Canadian Revolver Commitments) and to forbear from requiring Canadian Borrower to cure a Canadian Out-of-Formula Condition, (1) when no Event of Default exists (or if an Event of Default exists, when the existence of such Event of Default is not known by Administrative Agent or Canadian Agent), if and for so long as (i) such Canadian Out-of-Formula Condition does not continue for a period of more than thirty (30) consecutive days, following which no Canadian Out-of-Formula Condition exists for at least fifteen (15) consecutive days before another Canadian Out-of-Formula Condition exists, (ii) the amount of the Canadian Revolver Loans outstanding at any time does not exceed the aggregate of the Canadian Revolver Commitments at such time, and (iii) the Canadian Out-of-Formula Condition is not known by Administrative Agent or Canadian Agent at the time in question to exceed 10% of the Canadian Borrowing Base and (2) regardless of whether or not an Event of Default exists, if Administrative Agent or Canadian Agent discovers the existence of a Canadian Out-of-Formula Condition not previously known by it to exist, but Canadian Revolver Lenders shall be obligated to continue making such Canadian Revolver Loans as directed by Canadian Agent only (A) if the amount of the Canadian Out-of-Formula Condition is not increased by more than $2,000,000 above the amount determined by Canadian Agent to exist on the date of discovery thereof and (B) for a period not to exceed thirty (30) days and (C) the amount of the Canadian Revolver Loans outstanding at any time does not exceed the aggregate of the Canadian Revolver Commitments at such time. In no event shall any Borrower be deemed to be a beneficiary of this Section 13.9.5 or authorized to enforce any of the provisions of this Section 13.9.5. Any funding of a Canadian Out-of-Formula Loan or a sufferance of a Canadian Out-of-Formula Condition shall not constitute a waiver by Administrative Agent or Canadian Revolver Lenders of the Event of Default caused thereby.

13.10. Due Diligence and Non-Reliance. Each Lender acknowledges and agrees that it has, independently and without reliance upon any Agent, any Collateral Agent or any other Lenders, and based upon such documents, information and analyses as it has deemed appropriate, made its own credit analysis of each Obligor and its own decision to enter into this Agreement and to fund Loans and participate in L/C Obligations hereunder. Each Lender has made such inquiries concerning the Credit Documents, the Collateral and each Obligor as such Lender feels necessary. Each Lender further acknowledges and agrees that the other Lenders, Collateral Agents and Agents have made no representations or warranties concerning any Obligor, any Collateral or the legality, validity, sufficiency or enforceability of any Credit Documents or Obligations.

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Each Lender will, independently and without reliance upon the other Lenders or Agents, and based upon such financial statements, documents and information as it deems appropriate at the time, continue to make and rely upon its own credit decisions in making Loans and participating in L/C Obligations, and in taking or refraining from any action under any Credit Documents. Except for notices, reports and other information expressly requested by a Lender or that an Agent has expressly agreed to provide Lenders herein, no Agent nor any Collateral Agent shall have any duty or responsibility to provide any Lender with any notices, reports or certificates furnished to such Agent or such Collateral Agent by any Obligor or any credit or other information concerning the affairs, financial condition, business or Properties of any Obligor (or any of its Affiliates) which may come into possession of such Agent or such Collateral Agent or any of such Agent’s or Collateral Agent’s Affiliates or branches.

13.11. Representations and Warranties of Lenders. By its execution of this Agreement, each Lender hereby represents and warrants to each Borrower and the other Lenders that it has the power to enter into and perform its obligations under this Agreement and the other Credit Documents, and that it has taken all necessary and appropriate action to authorize its execution and performance of this Agreement and the other Credit Documents to which it is a party, each of which will be binding upon it and the obligations imposed upon it herein or therein will be enforceable against it in accordance with the respective terms of such documents.

13.12. The Required Lenders. As to any provisions of this Agreement or the other Credit Documents under which action may or is required to be taken upon direction or approval of the Required Lenders, the Required U.S. Revolver Lenders or Required Canadian Revolver Lenders, as applicable, the direction or approval of the Required Lenders shall be binding upon each Lender to the same extent and with the same effect as if each Lender had joined therein.

13.13. Several Obligations. The obligations and commitments of each Lender under this Agreement and the other Credit Documents are several and neither any Agent nor any Lender shall be responsible for the performance by the other Lenders of its obligations or commitments hereunder or thereunder. Notwithstanding any liability of Lenders stated to be joint and several to third Persons under any of the Credit Documents, such liability shall be shared, as among Lenders, Pro Rata according to the respective Commitments of Lenders.

13.14. Administrative Agent in Itsand Collateral Agents in Their Individual CapacityCapacities. As a Lender, Bank of America and Bank of America-Canada Branch, General Electric Capital Corporation and Wells Fargo Capital Finance, LLC shall each have the same rights and remedies under the other Credit Documents as any other Lender, and the terms “Lenders,” “Required Lenders,” “Required U.S. Revolver Lenders” or “Required Canadian Revolver Lenders” or any similar term shall include Bank of America and Bank of America-Canada Branch, General Electric Capital Corporation Wells Fargo Capital Finance, LLC in their capacities as a Lender, as applicable. Each of Bank of America and, Bank of America-Canada Branch and its, General Electric Capital Corporation and Wells Fargo Capital Finance, LLC and each of their Affiliates and branches may accept deposits from, maintain deposits or credit balances for, invest in, lend money to, provide Bank Products to, act as trustee under indentures of, serve as financial or other advisor to, and generally engage in any kind of business with, Obligors and their Affiliates, as if Bank of America and, Bank of America-Canada Branch, General

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Electric Capital Corporation and Wells Fargo Capital Finance, LLC were any other bank, without any duty to account therefor (including any fees or other consideration received in connection therewith) to the other Lenders. In their individual capacity, Bank of America and, Bank of America-Canada Branch, General Electric Capital Corporation and Wells Fargo Capital Finance, LLC and their Affiliates and branches may receive information regarding Obligors, their Affiliates and their Account Debtors (including information subject to confidentiality obligations), and each Lender agrees that Bank of America and, Bank of America-Canada Branch, General Electric Capital Corporation and Wells Fargo Capital Finance, LLC and their Affiliates and branches shall be under no obligation to provide such information to Lenders, if acquired in such individual capacity and not as an Agent or Collateral Agent hereunder.

13.15. No Third Party Beneficiaries. Except for Borrowers as provided in the first and second sentences of Section 13.8.1 and in Section 13.9.1, this Section 13 is an agreement solely among Lenders and Agents and the Collateral Agents, and shall survive Full Payment of the Obligations. This Section 13 does not confer any rights or benefits upon Borrowers or any other Person. As between Borrowers and Collateral Agents or Agents, any action that any Agent or any Collateral Agent may take under any Credit Documents or with respect to any Obligations shall be conclusively presumed to have been authorized and directed by Lenders.

13.16. Notice of Transfer. Each Agent may deem and treat a Lender party to this Agreement as the owner of such Lender’s portion of the Loans for all purposes, unless and until a written notice of the assignment or transfer thereof executed by such Lender has been received by Administrative Agent.

13.17. Replacement of Certain Lenders. If a Lender (a) fails to fund its Pro Rata share of any Loan or L/C Obligation hereunder, and such failure is not cured within two Business Days, (b) defaults in performing any of its obligations under the Credit Documents, or (c) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and Required Lenders consented, then, in addition to any other rights and remedies that any Person may have, Administrative Agent may, by notice to such Lender within 120 days after such event, require such Lender to assign all of its rights and obligations under the Credit Documents to Eligible Assignee(s) specified by Administrative Agent, pursuant to appropriate Assignment and Acceptance(s) and within 20 days after Administrative Agent’s notice. Administrative Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute same. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Credit Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge).

13.18. Remittance of Payments and Collections.

13.18.1. Remittances Generally. All payments by any Lender to the applicable Agent shall be made by the time and on the day set forth in this Agreement, in immediately available funds. If no time for payment is specified or if payment is due on demand by the applicable Agent and request for payment is made by the applicable Agent by 8:00 a.m. on a Business Day, payment shall be made by Lender not later than 11:00 a.m. on such day, and if request is made after 8:00 a.m., then payment shall be

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made by 8:00 a.m. on the next Business Day. Payment by the applicable Agent to any Lender shall be made by wire transfer, in the type of funds received by the applicable Agent. Any such payment shall be subject to the applicable Agent’s right of offset for any amounts due from such Lender under the Credit Documents.

13.18.2. Failure to Pay. If any Lender fails to pay any amount when due by it to the applicable Agent pursuant to the terms hereof, such amount shall bear interest from the due date until paid at the rate determined by such Agent as customary in the banking industry for interbank compensation. In no event shall Borrowers be entitled to receive credit for any interest paid by a Lender to the applicable Agent.

13.18.3. Recovery of Payments. If any Agent pays any amount to a Lender in the expectation that a related payment will be received by such Agent from an Obligor and such related payment is not received, then the applicable Agent may recover such amount from each Lender that received it. If the applicable Agent determines at any time that an amount received under any Loan Document must be returned to an Obligor or paid to any other Person pursuant to Applicable Law or otherwise, then, notwithstanding any other term of any Loan Document, the applicable Agent shall not be required to distribute such amount to any Lender. If any amounts received and applied by the applicable Agent to any Obligations are later required to be returned by the applicable Agent pursuant to Applicable Law, each Lender shall pay to the applicable Agent, on demand, such Lender’s Pro Rata share of the amounts required to be returned.

13.19. No Reliance on Agents’ Customer Identification Program. Each Lender acknowledges and agrees that neither such Lender, nor any of its Affiliates, Participants, Transferees or assignees; may rely on any Agent to carry out such Lender’s, Affiliate’s, Participant’s, Transferee’s or assignee’s customer identification program, or other obligations required or imposed under or pursuant to the USA PATRIOT Act or the, regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the “CIP Regulations”), or any other Anti-Terrorism Law, including any programs involving any of the following items relating to or in connection with any Borrower, its Subsidiaries, Affiliates or its agents, the Credit Documents or the transactions hereunder: (1) any identity verification procedures, (2) any recordkeeping, (3) any comparisons with government lists, (4) any customer notices or (5) any other procedures required under the CIP Regulations or such other laws.

13.20. USA PATRIOT Act. Each Lender or Transferee or Participant or assignee of a U.S. Revolver Lender that is not incorporated under the laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to Administrative Agent the certification, or, if applicable, recertification, certifying that such U.S. Revolver Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA PATRIOT Act and the applicable regulations: (1) within ten (10) days after the Closing Date and (2) at such other times as are required under the USA PATRIOT Act.

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13.21. Hedging Arrangements. Each Lender shall notify Administrative Agent if such U.S. Revolver Lender or any of its Affiliates enters into a Hedging Agreement with any Borrower within 5 Business Days after consummation of such transaction, and at Administrative Agent’s request from time to time, shall provide such information as Administrative Agent may request regarding such Hedging Agreement, including a mark to market value on each hedging arrangement. If any Lender shall fail to notify Administrative Agent of its Hedging Agreement or if requested by Administrative Agent, its mark to market value on such hedging arrangement, then amounts owing to such Lender or its Affiliate under such Hedging Agreement shall be paid last in order under Section 5.7.1.

SECTION 14. BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS

14.1. Successors and Assigns.

(a) Successors and Assigns Generally. 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, except that other than as permitted by Section 10.2.1 the Borrowers may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 14.1(b), (ii) by way of participation in accordance with the provisions of Section 14.1(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 14.1(f), or (iv) to an SPC in accordance with the provisions of Section 14.1(h) (and any other attempted assignment or transfer by any party hereto shall be null and void). 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, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. For greater certainty, a successor or assign of a Borrower hereunder shall be subject to the provisions of Sections 6 and 5.11 as if it were the Borrower from which it acquired its rights or obligations.

(b) Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment(s) and the Loans (including for purposes of this Section 14.1(b), participations in L/C Obligations, Canadian Swing Line Loans and U.S. Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts.

(a) In the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under any Facility and the Loans at the time owing to it under such Facility or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(b) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Acceptance, as of the Trade Date, shall not be less than

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$5,000,000, in the case of any assignment in respect of either the U.S. Revolver or the Canadian Revolver, unless each of Administrative Agent and, so long as no Event of Default under Section 12.1.1, 12.1.9 or 12.1.10 has occurred and is continuing, each of the Borrowers otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met;

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Canadian Swing Line Loans or U.S. Swing Line Loans, as applicable, or (B) prohibit any Lender from assigning all or a portion of its rights and obligations under the U.S. Revolver and the Canadian Revolver.

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(b) of this Section and, in addition:

(a) the consent of each of the Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 12.1.1, 12.1.9 or 12.1.10 has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund (provided that no Canadian Revolver Lender may assign its rights or obligations hereunder to a Lender or an Approved Fund if such assignee would not satisfy the definition of “Canadian Revolver Lender”);

(b) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any U.S. Revolver Commitment or Canadian Revolver Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate or branch of that Lender or an Approved Fund with respect to that Lender;

(c) the consent of the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and

(d) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the U.S. Revolver or Canadian Revolver Commitment.

(iv) Assignment and Acceptance. The parties to each assignment shall execute and deliver to the applicable Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500; provided, however, that such Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.

(v) No Assignment to a Borrower. No such assignment shall be made to a Borrower or any of the Affiliates or Subsidiary of a Borrower.

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(vi) No Assignment to Natural Persons. No such assignment shall be made to a natural person.

(vii) No Assignment to Defaulting Lenders. No such assignment shall be made to a Defaulting Lender or any of its Subsidiaries.

Subject to acceptance and recording thereof by Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, 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 Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, that Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.6, 3.8, 5.9 and 15.2 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by that Lender of a participation in such rights and obligations in accordance with Section 14.1(d).

(c) Register. Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at Administrative Agent’s Office in the U.S. a copy of each Assignment and Acceptance delivered to it or Canadian Agent and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Any assignment of any Loan, whether or not evidenced by a note, shall be effective only upon appropriate entries with respect thereto being made in the Register. The entries in the Register shall be conclusive, and the Borrowers, Agents and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers or Administrative Agent, sell participations to any Person (other than a natural person or a Borrower or any Affiliate or Subsidiary of a Borrower) (each, a “Participant”) in all or a portion of that Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including that Lender’s participations in L/C Obligations, Canadian Swing Line Loans, and/or U.S. Swing Line Loans) owing to it); provided that (i) that Lender’s obligations under this Agreement shall remain unchanged, (ii) that Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, Agents, the Lenders and the Issuing Bank shall continue to deal solely and directly with that Lender in connection with that Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that that 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 that Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 13.9.1 that affects such Participant. Subject to subsection (e) of this Section, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.6, 3.8 and 5.9 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 14.1(b) (but subject in each case to any limitations upon the benefits provided by those Sections including the requirement to comply

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with Section 5.10 which would be imposed upon the participant were it a Lender). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 14.2 as though it were a Lender; provided that such Participant agrees to be subject to Section 3.12 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement notwithstanding any notice to the contrary.

(e) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.6 or 5.9 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the prior written consent of each of the Borrowers (not to be unreasonably withheld or delayed). Nothing in Section 14.1(d) or Section 14.1(e) shall obligate the Borrowers to make duplicative payments to the Participant and to the Lender from which the Participant purchased its participation.

(f) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of that Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release that Lender from any of its obligations hereunder or substitute any such pledgee or assignee for that Lender as a party hereto.

(g) Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Acceptance shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act or similar foreign laws.

(h) Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to Administrative Agent and the Borrowers (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Each party hereto hereby agrees that (i) each SPC shall be entitled to the benefits of Sections 3.6, 3.8 and 5.9 (subject to the requirements or limitations therein) to the same extent as if it were a Lender; provided that neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrowers under this Agreement (unless the grant or the exercise was made with the relevant Borrower’s prior written consent, which consent shall not be unreasonably withheld or delayed) or result in any payment obligations under Section 3.6, (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable (with the granting Lender remaining obligated for such obligations), and (iii) the Granting Lender shall for all purposes, including

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the approval of any amendment, waiver or other modification of any provision of any Credit Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof or of Canada or any province or territory thereof. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrowers and Administrative Agent and with the payment of a processing fee in the amount of $3,500 to the applicable Agent, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.

(i) For greater certainty, an assignment or participation of a Canadian Revolver Loan, Canadian Letter of Credit or any other Canadian Obligation shall be assigned or participated to, as the case may be, an assignee or participant that is a Canadian Resident unless any Event of Default has occurred and remains continuing.

14.2. Treatment of Certain Information; Confidentiality. Each Agent, the Lenders and the Issuing Bank agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and branches and to its and its Affiliates’ and branches’ respective partners, directors, officers, employees, agents, advisors and representatives (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Credit Document or any action or proceeding relating to this Agreement or any other Credit Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to a Borrower and its obligations, (g) with the consent of each of the Borrowers or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to any Agent, any Lender, the Issuing Bank or any of their respective Affiliates or branches on a nonconfidential basis from a source other than a Borrower or any of its Affiliates. Notwithstanding the foregoing, Agents and Lenders may issue and disseminate to the public general information describing this credit facility, including the names and addresses of Borrowers and a general description of Borrowers’ businesses, and may use Borrowers’ names in advertising and other promotional materials.

For purposes of this Section, “Information” means all information received from any Obligor or any Subsidiary thereof relating to any Obligor or any Subsidiary thereof or their respective businesses, other than any such information that is available to any Agent, any Lender or the Issuing Bank on a nonconfidential basis prior to disclosure by any Obligor or any Subsidiary thereof; provided that, in

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the case of information received from a Obligor or any such Subsidiary after the date hereofClosing Date, such information is clearly identified at the time of delivery as confidential. 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.

Each Agent, the Lenders and the Issuing Bank acknowledges that (a) the Information may include material non-public information concerning a Obligor or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States federal, state, Canadian federal and provincial securities Laws.

SECTION 15. MISCELLANEOUS

15.1. Power of Attorney. Each Borrower hereby irrevocably designates, makes, constitutes and appoints the applicable Agent (and all Persons designated by such Agent) as such Borrower’s true and lawful attorney (and agent in fact) and such Agent, or such Agent’s designee, may, without notice to such Borrower and in either such Borrower’s or such Agent’s name, but at the cost and expense of Borrowers:

15.1.1. At such time or times as such Agent or designee may determine, endorse such Borrower’s name on any Payment Item or proceeds of the Collateral which come into the possession of such Agent or under such Agent’s control and deposit the same for application to the Obligations as set forth and only under the circumstances and to the extent provided in this Agreement.

15.1.2. At any time that an Event of Default exists: (i) demand payment of the Accounts from the Account Debtors, enforce payment of the Accounts by legal proceedings or otherwise, and generally exercise all of such Borrower’s rights and remedies with respect to the collection of the Accounts; (ii) settle, adjust, compromise, discharge or release any of the Accounts or other Collateral or any legal proceedings brought to collect any of the Accounts or other Collateral; (iii) sell or assign any of the Accounts and other Collateral upon such terms, for such amounts and at such time or times as the applicable Agent deems advisable; (iv) take control, in any manner, of any item of payment or proceeds relating to any Collateral; (v) prepare, file and sign such Borrower’s name to a proof of claim in bankruptcy or similar document against any Account Debtor or to any notice of Lien, assignment or satisfaction of Lien or similar document in connection with any of the Collateral; (vi) receive, open and deal with all mail addressed to such Borrower; (vii) endorse the name of such Borrower upon any of the items of payment or proceeds relating to any Collateral and deposit the same, to the account of the applicable Agent on account of the Obligations; (viii) endorse the name of such Borrower upon any chattel paper, document, instrument, invoice, freight bill, bill of lading or similar document or agreement relating to any Accounts or Inventory of any Borrower and any other Collateral; (ix) use such Borrower’s stationery and sign the name of such Borrower to verifications of the Accounts and notices thereof to Account Debtors; (x) use the information recorded on or contained in any data processing equipment and computer hardware and software relating to the Accounts, Inventory, Equipment or any other Collateral; (xi) make and adjust claims under policies of insurance; (xii) sign the name of such Borrower on any proof of claim in bankruptcy against Account Debtors and on notices of Liens, claims of mechanic’s Liens or assignments or

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releases of mechanic’s Liens securing any Accounts; (xiii) take all action as may be necessary to obtain the payment of any letter of credit or banker’s acceptance of which such Borrower is a beneficiary; and (xiv) do all other acts and things necessary, in the applicable Agent’s determination, to fulfill such Borrower’s obligations under this Agreement.

15.2. General Indemnity. Each Borrower hereby agrees to indemnify and defend the Indemnitees against and to hold the Indemnitees harmless from any Indemnified Claim that may be instituted or asserted against any of the Indemnitees and that either (i) arises out of or relates to this Agreement or any of the other Credit Documents (including any transactions entered into pursuant to any of the Credit Documents, Administrative Agent’s Lien upon the Collateral, or the performance by Agents, the Collateral Agents or Lenders of their duties or the exercise of any of their rights or remedies under this Agreement or any of the other Credit Documents), or (ii) results from a Borrower’s failure to observe, perform or discharge any of such Borrower’s covenants or duties hereunder. Without limiting the generality of the foregoing, this indemnity shall extend to any Indemnified Claims instituted or asserted against the Indemnitees by any Person relating to the actual or alleged presence or Release of Hazardous Materials on, at, under or from any Property now or formerly owned or operated by Borrower, or any Environmental Claim relating to Borrower. Additionally, without duplication of Section 3.6, if any Taxes (excluding Taxes imposed upon or measured solely by the net income of Agents and Lenders, but including any intangibles tax, stamp tax, recording tax or franchise tax) shall be payable by any Agent or any Borrower on account of the extension of the Loans and other Obligations by Agent, any Collateral Agent or any Lender or the repayment of any of the Obligations hereunder or the granting of a Lien in favor of Agent, for the benefit of Secured Parties, by reason of any Applicable Law now or hereafter in effect, Borrowers will pay (or will promptly reimburse Agents and Lenders for the payment of) all such Taxes, including any interest and penalties thereon, and will indemnify and hold Indemnitees harmless from and against all liability in connection therewith. The foregoing indemnities shall not apply to Indemnified Claims incurred by any Indemnitee as a result of its own gross negligence or willful misconduct or that arise solely out of any disputes between Lenders or Lenders and Agents. The foregoing indemnity shall not extend to or preclude any claim, demand, suit, allegation or other proceeding by any Borrower against any Indemnitee on account of any damages, losses, liabilities and expenses that may be suffered or incurred by any Borrower by a breach of this Agreement or the other Credit Documents by any Indemnified Party.

15.3. Survival of All Indemnities. Notwithstanding anything to the contrary in this Agreement or any of the other Credit Documents, the obligation of each Borrower and each Lender with respect to each indemnity given by it in this Agreement, whether given by any or all Borrowers to Agent Indemnitees, Lender Indemnitees or Bank Indemnitees or by any Lender to any Agent Indemnitees or Bank Indemnitees, shall survive the Payment in Full of the Obligations and the termination of any of the Commitments.

15.4. [Reserved].

15.5. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such 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.

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15.6. Cumulative Effect; Conflict of Terms. The provisions of the Other Agreements and the Security Documents are hereby made cumulative with the provisions of this Agreement. Without limiting the generality of the foregoing, the parties acknowledge that this Agreement and the other Credit Documents may use several different limitations, tests or measurements to regulate the same or similar matters and that such limitations, tests and measures are cumulative and each must be performed, except as may be expressly stated to the contrary in this Agreement. Except as otherwise provided in any of the other Credit Documents by specific reference to the applicable provision of this Agreement, if any provision contained in this Agreement is indirect conflict with, or in consistent with, any provision in any of the other Credit Documents, the provision contained in this Agreement shall govern and control.

15.7. Execution in Counterparts. This Agreement and any amendments hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument.

15.8. Consent. Whenever an Agent’s, Collateral Agent’s, Lenders’ or Required Lenders’ consent is required to be obtained under this Agreement or any of the other Credit Documents as a condition to any action, inaction, condition or event, each Agent, each Collateral Agent and each Lender shall be authorized to give or withhold its consent in its sole and absolute discretion and to condition its consent upon the giving of additional collateral security for the Obligations, the payment of money or any other matter; provided, that when an Agent’s consent alone is required, such Agent may give or withhold its consent in its reasonable discretion.

15.9. Notices. All notices, requests and demands to or upon a party hereto shall be in writing and shall be sent by certified or registered mail, return receipt requested, personal delivery against receipt or by telecopier or other facsimile transmission and shall be deemed to have been validly served, given or delivered when delivered against receipt or, in the case of facsimile transmission, when received (if on a Business Day and, if not received on a Business Day, then on the next Business Day after receipt) at the office where the noticed party’s telecopier is located, in each case addressed to the noticed party at the address shown for such party on the signature page hereof or on Schedule 2 hereof, or in the case of a Person who becomes a Lender after the date hereofClosing Date, at the address shown on the Assignment and Acceptance by which such person became a Lender. Notwithstanding the foregoing, no notice to or upon Administrative Agent pursuant to Sections 2.2, 2.3, 2.4, 2.9 or 6.2 shall be effective until after actually received by the individual to whose attention at such Agent such notice is required to be sent. Any written notice, request or demand that is not sent in conformity with the provisions hereof shall nevertheless be effective on the date that such notice, request or demand is actually received by the individual to whose attention at the noticed party such notice, request or demand is required to be sent.

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15.10. Performance of Borrowers’ Obligations. If any Borrower shall fail to discharge any covenant, duty or obligation hereunder or under any of the other Credit Documents, the applicable Agent may, in its sole discretion at any time or from time to time, for such Borrower’s account and at Borrowers’ expense, pay any amount or do any act required of Borrowers hereunder or under any of the other Credit Documents or otherwise lawfully requested by the applicable Agent to (i) enforce any of the Credit Documents or collect any of the Obligations, (ii) preserve, protect, insure or maintain or realize upon any of the Collateral, or (iii) preserve, defend, protect or maintain the validity or priority of the applicable Agent’s Liens on any of the Collateral, including the payment of any judgment against any Borrower, any insurance premium, any warehouse charge, any finishing or processing charge, any landlord claim, any other Lien upon or with respect to any of the Collateral (whether or not a Permitted Lien). All payments that the applicable Agent may make under this Section and all out of pocket costs and expenses (including Extraordinary Expenses) that the applicable Agent pays or incurs in connection with any action taken by it hereunder shall be reimbursed to the applicable Agent by the applicable Borrowers on demand with interest from the date such payment is made or such costs or expenses are incurred to the date of payment thereof at the Default Rate applicable for U.S. Base Rate Loans or Canadian Revolver Loans that are Canadian Base Rate Loans. Any payment made or other action taken by the applicable Agent under this Section shall be without prejudice to any right to assort, and without waiver of, an Event of Default hereunder and to without prejudice to the applicable Agent’s right proceed thereafter as provided herein or in any of the other Credit Documents.

15.11. Credit Inquiries. Each Borrower hereby authorizes and permits Agents and Lenders (but Agents and Lenders shall have no obligation) to respond to usual and customary credit inquiries from third parties concerning such Borrower or any of its Subsidiaries.

15.12. Time of Essence. Time is of the essence of this Agreement, the Other Agreements and the Security Documents.

15.13. Indulgences Not Waivers. Any party’s failure at any time or times hereafter, to require strict performance of any provision of this Agreement shall not waive, affect or diminish any right of such party thereafter to demand strict compliance and performance therewith.

15.14. Entire Agreement; Exhibits and Schedules. This Agreement and the other Credit Documents, together with all other instruments, agreements and certificates executed by the parties in connection therewith or with reference thereto, embody the entire understanding and agreement between the parties hereto and thereto with respect to the subject matter hereof and thereof and supersede all prior agreements, understandings and inducements, whether express or implied, or all or written. Each of the Exhibits and each of the Schedules attached hereto are incorporated into this Agreement and by this reference made a part hereof.

15.15. Interpretation. No provision of this Agreement or any of the other Credit Documents shall be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having, or being deemed to have, structured, drafted or dictated such provision.

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15.16. Obligations of Lenders Several. The obligations of each Lender hereunder are several, and no Lender shall be responsible for the obligations or Commitment of any other Lender. Nothing contained in this Agreement and no action taken by Lenders pursuant hereto shall be deemed to constitute the Lenders to be a partnership, association, joint venture or any other kind of entity. The amounts payable at any time hereunder to each Lender shall be a separate and independent debt, and each Lender shall be entitled, to the extent not otherwise restricted hereunder, to protect and enforce its rights arising out of this Agreement and any of the other Credit Documents and it shall not be necessary for any Agent or any other Lender to be joined as an additional party in any proceeding for such purpose.

15.17. Advertising and Publicity. On or after the Closing Date, with the prior consent of Borrowers (which shall not be unreasonably withheld or delayed), Administrative Agent, on behalf of Lenders, may issue and disseminate to the public (by advertisement or otherwise) information describing the credit accommodations made available by Lenders pursuant to this Agreement, including the name and address of each Borrower, the amount and security for the credit accommodations and the general nature of each Borrower’s business; provided that detail regarding terms (such as interest rate) may be provided only to industry publications, such as the “LPC Gold Sheets.”

15.18. Disclosure. Notwithstanding anything herein to the contrary, any party subject to confidentiality obligations hereunder or under any other related document (and any employee, representative or other agent of such party) may disclose to any Governmental Authority, without limitation of any kind, the U.S. federal income tax treatment of the U.S. federal income tax structure of the transactions contemplated herein and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. Borrowers acknowledge that one or more of the Lenders may treat its Loans as part of a transaction that is subject to Treasury Regulation Section 1.6011-4 or Section 301.6112-1, and each Agent and such Lender or Lenders, as applicable, may file such IRS forms or maintain such lists and other records as they may determine is required by such Treasury Regulations.

15.19. Governing Law; Consent to Forum. This Agreement has been negotiated, executed and delivered at and shall be deemed to have been made in New York, New York. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to the conflict of law principles thereof); provided, however, that, if any of the Collateral shall be located in any jurisdiction other than New York, the laws of such jurisdiction shall govern the method, manner and procedure for foreclosure of the applicable Agent’s Lien upon such Collateral and the enforcement of such Agent’s other remedies in respect of such Collateral to the extent that the laws of such jurisdiction are different from or inconsistent with the laws of the State of New York. As part of the consideration for new value received, and regardless of any present or future domicile or principal place offof business of any Borrower, any Lender, any Collateral Agent or any Agent, each Borrower hereby consents and agrees that the United States District Court for the Southern District of New York located in New York County (the “Southern District”) shall have the exclusive jurisdiction to hear and determine any claims or disputes among any or all Borrowers, Agents, Collateral Agents and Lenders pertaining to this Agreement or to any matter arising out of or related to this Agreement. Each Borrower expressly submits and consents in advance to such exclusive jurisdiction in any action or suit commenced, in any such Court, and each Borrower hereby waives any objection that such Borrower may have based upon lack of personal jurisdiction,

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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 Borrower 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 certified mail addressed to such Borrower at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such Borrower’s actual receipt thereof or four (4) Business Days after deposit in the U.S. mails, proper postage prepaid. Nothing in this Agreement shall be deemed or operate to affect the right of Administrative Agent to serve legal process in any other manner permitted by law, or to preclude the enforcement by Administrative Agent of any judgment or order obtained in such forum or the taking of any action under this Agreement to enforce same in any other appropriate forum or jurisdiction.

Each Canadian Loan Party hereby agrees to irrevocably and unconditionally appoint an agent for service of process located in The City of New York (the “New York Process Agent”), reasonably satisfactory to Administrative Agent, as its agent to receive on behalf of such Canadian Loan Party and its property service of copies of the summons and complaint and any other process which may be served in any action or proceeding in the Southern District described in paragraph (a) of this subsection 11.13(f) and agrees promptly to appoint a successor New York Process Agent in The City of New York (which successor New York Process Agent shall accept such appointment in a writing reasonably satisfactory to Administrative Agent) prior to the termination for any reason of the appointment of the initial New York Process Agent. CT Corporation, a WoltersKluwer Company, located at 111 Eighth Avenue, 13th Floor, New York, NY 10011, telephone: 212-590-9310, facsimile: 212-590-9190, has been appointed as the initial New York Process Agent. In any action or proceeding in the Southern District, service may be made on a Canadian Loan Party by delivering a copy of such process to such Canadian Loan Party in care of the New York Process Agent at the New York Process Agent’s address and by depositing a copy of such process in the mails by certified or registered air mail, addressed to such Canadian Loan Party at its address specified in subsection 11.2 with (if applicable) a copy to the Borrower Agent (such service to be effective upon such receipt by the New York Process Agent and the depositing of such process in the mails as aforesaid). Each Canadian Loan Party hereby irrevocably and unconditionally authorizes and directs the New York Process Agent to accept such service on its behalf. As an alternate method of service, each Canadian Loan Party irrevocably and unconditionally consents to the service of any and all process in any such action or proceeding in the Southern District by mailing of copies of such process to such Canadian Loan Party by certified or registered air mail at its address specified in Section 15.9. Each Canadian Loan Party agrees that, to the fullest extent permitted by applicable law, a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

To the extent that a Canadian Loan Party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from setoff or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such Canadian Loan Party hereby irrevocably waives and agrees not to plead or claim such immunity in respect of its obligations under this Agreement and any Credit Document.

15.20. Waivers by Borrowers. To the fullest extent permitted by Applicable Law, each Borrower waives (1) the right to trial by jury (which each Agent, each Collateral Agent and each Lender hereby also waives) in any action, suit, proceeding or counterclaim of any kind arising out of or related to any of the Credit Documents, the Obligations or the Collateral; (ii) presentment, demand and protest and notice of presentment, protest,

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default, non payment, maturity, release, compromise, settlement, extension or renewal of any or all commercial paper, accounts, contract rights, documents, instruments, chattel paper and guaranties at any time held by any Agent on which such Borrower may in any way be liable and hereby ratifies and confirms whatever any Agent may do in this regard; (iii) notice prior to taking possession or control of the Collateral or any bond or security which might be required by any court prior to allowing any Agent to exercise any of such Agent’s remedies; (iv) the benefit of all valuation, appraisement and exemption laws; and (v) notice of acceptance hereof. Each Borrower acknowledges that the foregoing waivers are a material inducement to Agents’, Collateral Agents’ and Lenders’ entering into this Agreement and that Agents, Collateral Agents and Lenders are relying upon the foregoing waivers in its future dealings with Borrowers. Each Borrower warrants and represents that it has reviewed the foregoing waivers with its legal counsel and has knowingly and voluntarily waived its jury trial rights following consultation with legal counsel. In the event of litigation, this Agreement may be filed as a written consent to a trial by the Court.

15.21. Waiver of Consumer Rights. Each Borrower waives its rights under the Texas Deceptive Trade Practices Consumer Protection Act, Section 17.41 et seq., Business & Commerce Code, a law that gives consumers special rights and protections. After consultation with an attorney of each Borrower’s selection, each Borrower voluntarily consents to this waiver.

15.22. Limitation of Liability. NO CLAIM MAY BE MADE BY ANY AGENT, ANY COLLATERAL AGENT, ANY BORROWER, ANY LENDER OR OTHER PERSON AGAINST ANY AGENT, ANY COLLATERAL AGENT, ANY BORROWER, ANY LENDER, OR THE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, COUNSEL, REPRESENTATIVES, AGENTS OR ATTORNEYS-IN-FACT OF ANY OF THEM 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 CREDIT DOCUMENT, OR ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH, AND EACH BORROWER, EACH AGENT, EACH COLLATERAL AGENT, AND EACH LENDER HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

15.23. No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby, each Borrower acknowledges and agrees that: (i) the credit facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Credit Document) are an arm’s-length commercial transaction between the Borrowers and their respective Affiliates, on the one hand, and Agents, Collateral Agents and ArrangerArrangers, on the other hand, and each Borrower is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Documents (including any amendment, waiver or other modification hereof or thereof); (ii) in connection with the process leading to such transaction, Agents, Collateral Agents and ArrangerArrangers each is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for the Borrowers or any of their respective Affiliates, stockholders, creditors or employees or any other Person; (iii) no Agent, Collateral Agent or Arranger has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrowers with respect to any of the transactions

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contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Credit Document (irrespective of whether such Agent, Collateral Agent or Arranger has advised or is currently advising the Borrowers or any of their respective Affiliates on other matters) and no Agent, Collateral Agent or Arranger has any obligation to the Borrowers or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Credit Documents; (iv) any Agent, Collateral Agent and Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers and their respective Affiliates, and no Agent, Collateral Agent or Arranger has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) no Agent, Collateral Agent or Arranger has provided nor will it provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Credit Document) and each of the Borrowers has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. Each of the Borrowers hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against any Agent, Collateral Agent or Arranger with respect to any breach or alleged breach of agency or fiduciary duty.

15.24. Judgment Currency. If for the purpose of obtaining judgment in any court it is necessary to convert an amount due hereunder in the currency in which it is due (the “Original Currency”) into another currency (the “Second Currency”), the rate of exchange applied shall be that at which, in accordance with normal banking procedures, Administrative Agent could purchase in the New York foreign exchange market, the Original Currency with the Second Currency on the date two (2) Business Days preceding that on which judgment is given. Each Borrower agrees that its obligation in respect of any Original Currency due from it hereunder shall, notwithstanding any judgment or payment in such other currency, be discharged only to the extent that, on the Business Day following the date Administrative Agent receives payment of any sum so adjudged to be due hereunder in the Second Currency, Administrative Agent may, in accordance with normal banking procedures, purchase, in the New York foreign exchange market, the Original Currency with the amount of the Second Currency so paid; and if the amount of the Original Currency so purchased or could have been so purchased is less than the amount originally due in the Original Currency, each Borrower agrees as a separate obligation and notwithstanding any such payment or judgment to indemnify Administrative Agent against such loss. The term “rate of exchange” in this Section 15.24 means the spot rate at which Administrative Agent, in accordance with normal practices, is able on the relevant date to purchase the Original Currency with the Second Currency, and includes any premium and costs of exchange payable in connection with such purchase.

15.25. USA PATRIOT Act Notice. Administrative Agent and Lenders hereby notify Borrowers that pursuant to the requirements of the USA PATRIOT Act, Administrative Agent and Lenders are required to obtain, verify and record information that identifies each Borrower, including its legal name, address, tax ID number and other information that will allow Administrative Agent and Lenders to identify it in accordance with the USA PATRIOT Act. Administrative Agent and Lenders will also require information regarding each personal guarantor, if any, and may require information regarding Borrowers’ management and owners, such as legal name, address, social security number and date of birth.

15.26. Effectiveness of the Acquisition. Ryerson, Ryerson & Son and Ryerson Canada shall have no rights, liabilities or obligations hereunder until the consummation of the Acquisition and any representations and warranties

158

of Ryerson, Ryerson & Son and Ryerson Canada hereunder shall not become effective until such time. Upon consummation of the Acquisition, Ryerson, Ryerson & Son and Ryerson Canada shall succeed to all the rights and obligations of Rhombus Merger Corporation under this Agreement and all representations and warranties of Ryerson, Ryerson & Son and Ryerson Canada shall become effective as of the date hereofClosing Date, without any further action by any Person.

159

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, all as of the date first written above.

[COMPANY NAME]
By:
	Name:	[Signatory]
	[Title]	Title:

160

EX-21.2

Exhibit 21.2

Joseph T. Ryerson & Son, Inc.

Annual Report for the period ended December 31, 2010

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Consolidated Financial Statements

	Page
Financial Statements
Report of Independent Registered Public Accounting Firm		1
Consolidated Statements of Operations for the years ended December 31, 2010, 2009 and 2008		2
Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008		3
Consolidated Balance Sheets at December 31, 2010 and 2009		4
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2010, 2009 and 2008		5
Notes to Consolidated Financial Statements		6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of Joseph T. Ryerson & Son, Inc.

We have audited the accompanying consolidated balance sheets of Joseph T. Ryerson & Son, Inc. and Subsidiary Companies (“the Company”) as of December 31, 2010 and 2009 and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years ended December 31, 2010, 2009 and 2008. These financial statements are the responsibility of management of the Company. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards of the Public Company 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. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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 our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2010 and 2009, and the consolidated results of its operations and its cash flows, for the years ended December 31, 2010, 2009 and 2008, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Chicago, Illinois

March 15, 2011

1

JOSEPH T. RYERSON & SON, INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions)

	Year Ended December 31,
	2010			2009			2008
Net sales	$	3,729.8		$	2,951.4		$	5,292.0
Cost of materials sold		3,202.0			2,503.1			4,587.4
Gross profit		527.8			448.3			704.6
Warehousing, delivery, selling, general and administrative		484.2			468.6			577.1
Restructuring and other charges		12.0			—			—
Gain on sale of assets		—			(3.3	)		—
Impairment charge on fixed assets		1.4			19.3			—
Pension and other postretirement benefits curtailment (gain) loss		2.0			(2.0	)		—
Operating profit (loss)		28.2			(34.3	)		127.5
Other expense:
Other income and (expense), net		(2.2	)		(13.1	)		2.2
Interest and other expense on debt		(2.3	)		(2.6	)		(3.5	)
Interest (expense) income on related party loans, net		(8.6	)		6.2			(18.3	)
Income (loss) before income taxes		15.1			(43.8	)		107.9
Charge (benefit) in lieu of income taxes		20.8			(12.6	)		39.2
Net income (loss)		(5.7	)		(31.2	)		68.7
Less: Net income (loss) attributable to noncontrolling interest		0.2			(2.4	)		4.0
Net income (loss) attributable to Joseph T. Ryerson & Son, Inc.	$	(5.9	)	$	(28.8	)	$	64.7

See Notes to Consolidated Financial Statements.

2

JOSEPH T. RYERSON & SON, INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

	Year Ended December 31,
	2010			2009			2008
Operating Activities:
Net income (loss)	$	(5.7	)	$	(31.2	)	$	68.7
Adjustments to reconcile net income (net loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		35.5			34.4			37.0
Deferred income taxes		66.3			(9.8	)		(29.7	)
Provision for allowances, claims and doubtful accounts		2.9			8.5			11.5
Restructuring and other charges		12.0			—			—
Gain on sale of property, plant and equipment and other assets		—			(3.3	)		—
Impairment charge on fixed assets		1.4			19.3			—
Pension and other postretirement benefits curtailment (gain) loss		2.0			(2.0	)		—
Change in operating assets and liabilities, net of effects of acquisitions:
Receivables		(121.6	)		148.0			99.7
Inventories		(159.0	)		219.1			251.1
Related party receivable/payable		18.0			(13.7	)		197.4
Other assets		4.5			(2.1	)		0.7
Accounts payable		84.3			(1.0	)		(74.3	)
Accrued liabilities		(6.6	)		(32.5	)		(35.8	)
Accrued taxes payable/receivable		(6.0	)		(3.1	)		0.8
Deferred employee benefit costs		(36.9	)		(10.0	)		(16.4	)
Other items		(0.3	)		6.0			(7.1	)
Net adjustments		(103.5	)		357.8			434.9
Net cash provided by (used in) operating activities		(109.2	)		326.6			503.6
Investing Activities:
Acquisitions, net of cash acquired		(12.0	)		—			—
Capital expenditures		(23.6	)		(19.7	)		(29.5	)
Loan to related party		(35.0	)		—			—
Proceeds from sales of property, plant and equipment		5.5			18.4			31.7
Net cash provided by (used in) investing activities		(65.1	)		(1.3	)		2.2
Financing Activities:
Repayment of debt		(10.6	)		—			—
Proceeds/(Repayment) of related party borrowings		179.2			(296.6	)		(482.8	)
Net increase (decrease) in book overdrafts		6.6			(12.5	)		10.0
Dividends paid		(45.5	)		(6.4	)		—
Capital contribution from Parent		—			—			11.8
Net cash provided by (used in) financing activities		129.7			(315.5	)		(461.0	)
Net increase (decrease) in cash and cash equivalents		(44.6	)		9.8			44.8
Effect of exchange rate changes on cash and cash equivalents		3.2			11.0			(6.6	)
Net change in cash and cash equivalents		(41.4	)		20.8			38.2
Cash and cash equivalents—beginning of period		88.5			67.7			29.5
Cash and cash equivalents—end of period	$	47.1		$	88.5		$	67.7
Supplemental Disclosures
Cash paid (received) during the period for:
Interest paid to third parties	$	0.7		$	0.6		$	0.6
Interest paid (received) to (from) related parties, net		(0.8	)		4.8			19.0
Income taxes, net		(3.6	)		0.7			11.7

See Notes to Consolidated Financial Statements.

3

JOSEPH T. RYERSON & SON, INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED BALANCE SHEETS

(In millions, except shares)

	At December 31,
	2010			2009
Assets
Current assets:
Cash and cash equivalents	$	47.1		$	88.5
Receivables less provision for allowances, claims and doubtful accounts of $7.1 in 2010 and $9.1 in 2009		449.5			324.9
Related party note receivable (Note 8)		35.0			—
Inventories (Note 3)		756.7			586.7
Prepaid expenses and other assets		23.0			32.1
Total current assets		1,311.3			1,032.2
Property, plant and equipment, net of accumulated depreciation (Note 4)		468.9			467.7
Related party long-term notes receivable (Note 8)		82.3			371.6
Deferred income taxes (Note 17)		72.0			73.9
Other intangible assets (Note 5)		16.0			12.4
Goodwill (Note 6)		72.2			69.9
Deferred charges and other assets		2.4			3.6
Total assets	$	2,025.1		$	2,031.3
Liabilities
Current liabilities:
Accounts payable	$	255.5		$	159.8
Related party payable (Note 13)		106.5			88.4
Accrued liabilities:
Salaries, wages and commissions		43.2			36.7
Deferred income taxes (Note 17)		121.2			67.0
Other accrued liabilities		32.9			31.3
Current portion of related-party long-term debt (Note 8)		—			110.0
Current portion of deferred employee benefits		15.8			15.6
Total current liabilities		575.1			508.8
Deferred employee benefits (Note 9)		482.3			497.8
Taxes and other credits		8.6			11.3
Total liabilities		1,066.0			1,017.9
Commitments and Contingencies (Note 10)
Equity
Joseph T. Ryerson & Son, Inc. stockholders’ equity:
Common stock, no par value; 1,000 shares authorized; 698 shares issued in 2010 and 2009 (Note 11)		—			—
Capital in excess of par value		1,016.3			1,061.8
Retained earnings		37.1			43.0
Accumulated other comprehensive loss		(132.2	)		(127.3	)
Total Joseph T. Ryerson & Son, Inc. stockholders’ equity		921.2			977.5
Noncontrolling interest		37.9			35.9
Total equity		959.1			1,013.4
Total liabilities and equity	$	2,025.1		$	2,031.3

See Notes to Consolidated Financial Statements.

4

JOSEPH T. RYERSON & SON, INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In millions, except shares)

	Joseph T. Ryerson & Son, Inc. Stockholders
											Accumulated  Other Comprehensive Income (Loss)
	Common Stock				Capital in Excess of Par Value			Retained Earnings			Foreign Currency Translation			Benefit Plan Liabilities			Noncontrolling Interest			Total
	Shares		Dollars		Dollars			Dollars			Dollars			Dollars			Dollars			Dollars
Balance at January 1, 2008		698	$	—	$	1,056.4		$	7.1		$	(2.3	)	$	13.0		$	37.4		$	1,111.6
Net income		—		—		—			64.7			—			—			4.0			68.7
Capital contribution from parent		—		—		11.8			—			—			—			—			11.8
Foreign currency translation		—		—		—			—			(35.2	)		—			(8.8	)		(44.0	)
Changes in unrecognized benefit costs (net of tax benefit of $72.7)		—		—		—			—			—			(114.7	)		—			(114.7	)
Balance at December 31, 2008		698	$	—	$	1,068.2		$	71.8		$	(37.5	)	$	(101.7	)	$	32.6		$	1,033.4
Net loss		—		—		—			(28.8	)		—			—			(2.4	)		(31.2	)
Dividends paid to parent		—		—		(6.4	)		—			—			—			—			(6.4	)
Foreign currency translation		—		—		—			—			23.0			—			5.7			28.7
Changes in unrecognized benefit costs (net of tax benefit of $7.7)		—		—		—			—			—			(11.1	)		—			(11.1	)
Balance at December 31, 2009		698	$	—	$	1,061.8		$	43.0		$	(14.5	)	$	(112.8	)	$	35.9		$	1,013.4
Net loss		—		—		—			(5.9	)		—			—			0.2			(5.7	)
Dividends paid to parent		—		—		(45.5	)		—			—			—			—			(45.5	)
Foreign currency translation		—		—		—			—			7.1			—			1.8			8.9
Changes in unrecognized benefit costs (net of tax benefit of $7.1)		—		—		—			—			—			(12.0	)		—			(12.0	)
Balance at December 31, 2010		698	$	—	$	1,016.3		$	37.1		$	(7.4	)	$	(124.8	)	$	37.9		$	959.1

See Notes to Consolidated Financial Statements.

5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Statement of Accounting and Financial Policies

Business Description and Basis of Presentation. Joseph T. Ryerson & Son, Inc. (“JT Ryerson”) conducts materials distribution operations in the United States and in Canada through its majority-owned subsidiary Ryerson Canada, Inc., a Canadian corporation (“Ryerson Canada”). JT Ryerson is a wholly-owned subsidiary of Ryerson Inc. (“Ryerson”). JT Ryerson has an 80% ownership interest in Ryerson Canada in all periods presented. Unless the context indicates otherwise, JT Ryerson, together with its subsidiaries, is collectively referred to herein as “we,” “us,” “our,” or the “Company.” Ryerson Inc., a Delaware corporation, is a wholly-owned subsidiary of Ryerson Holding Corporation (“Ryerson Holding”).

On October 19, 2007, the merger (the “Platinum Acquisition”) of Rhombus Merger Corporation (“Merger Sub”), a Delaware corporation and a wholly-owned subsidiary of Ryerson Holding, with and into Ryerson, was consummated in accordance with the Agreement and Plan of Merger, dated July 24, 2007, by and among Ryerson, Ryerson Holding and Merger Sub (the “Merger Agreement”). Upon the closing of the Platinum Acquisition, Ryerson, including JT Ryerson, became wholly-owned direct and indirect subsidiaries of Ryerson Holding. Ryerson Holding is 99% owned by affiliates of Platinum Equity, LLC.

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, 2010 or 2009.

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.

Reclassifications. Certain prior period amounts have been reclassified to conform to the 2010 presentation.

Revenue Recognition. Revenue is recognized in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605, “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. Revenue is recorded net of returns, allowances, customer discounts and incentives. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net (excluded from revenues) basis.

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. Provisions for allowances and claims are based upon historical rates, expected trends and estimates of potential returns, allowances, customer discounts and incentives. The Company considers all available information when assessing the adequacy of the provision for allowances, claims and doubtful accounts.

Shipping and Handling Fees and Costs. Shipping and handling fees billed to customers are classified in “Net Sales” in our Consolidated Statement of Operations. Shipping and handling costs, primarily distribution costs, are classified in “Warehousing, delivery, selling, general and administrative” expenses in our Consolidated Statement of Operations. These costs totaled $80.2 million, $71.7 million, and $100.3 million for the years ended December 31, 2010, 2009 and 2008, respectively.

Benefits for Retired Employees. The Company recognizes the funded status of its defined benefit pension and other postretirement plans in the Consolidated Balance Sheet, with changes in the funded status recognized through accumulated other comprehensive income (loss), net of tax, in the year in which the changes occur. The estimated cost of the Company’s defined benefit pension plan and its postretirement medical benefits are determined annually after considering information provided by consulting actuaries. Key factors used in developing estimates of these liabilities include assumptions related to discount rates, rates of return on investments, future compensation costs, healthcare cost trends, benefit payment patterns and other factors. The cost of these benefits for retirees is accrued during their term of employment. Pensions are funded primarily in accordance with the requirements of the Employee Retirement Income Security Act (“ERISA”) of 1974 and the Pension Protection Act of 2006 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.

6

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 $32.5 million and $25.9 million at December 31, 2010 and 2009, 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.

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 in all periods presented is based on the following estimated useful lives of the assets:

Land improvements	20 years
Buildings	45 years
Machinery and equipment	15 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 FASB ASC 350, “Intangibles – Goodwill and Other” (“ASC 350”), 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 a market approach 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 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. The Company performs its annual impairment testing during the fourth quarter and determined that there was no impairment in 2010.

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.

Deferred financing costs associated with the issuance of debt are being amortized using the effective interest method over the life of the debt.

Income Taxes. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company follows detailed guidelines in each tax jurisdiction when reviewing tax assets recorded on the balance sheet and provides for valuation allowances when it is more likely than not that the asset will not be realized.

Foreign Currency. 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.

For foreign currency transactions, the Company translates these amounts to the Company’s functional currency at the exchange rate effective on the invoice date. If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the period. The Company recognized a $2.4 million exchange loss, $14.8 million exchange loss, and $2.2 million exchange gain for the years ended December 31, 2010, 2009 and 2008. These amounts are primarily classified in “Other income and expense, net” in our Consolidated Statement of Operations.

7

Recent Accounting Pronouncements

In January 2010, the FASB issued Accounting Standards Update (“ASU”) 2010-6, “Improving Disclosures About Fair Value Measurements” (“ASU 2010-6”), which requires reporting entities to make new disclosures about recurring or nonrecurring fair-value measurements including significant transfers into and out of Level 1 and Level 2 fair value measurements and information on purchases, sales, issuances, and settlements on a gross basis in the reconciliation of Level 3 fair value measurements. ASU 2010-6 is effective for interim and annual reporting periods beginning after December 15, 2009, except for Level 3 reconciliation disclosures which are effective for interim and annual periods beginning after December 15, 2010. We adopted the requirements within ASU 2010-6 as of January 1, 2010, except for the Level 3 reconciliation disclosures which will be adopted as of January 1, 2011. The adoption did not have an impact on our financial statements.

In December 2010, the FASB issued ASU No. 2010-28, “When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts.” This ASU updates ASC Topic 350, “Intangibles—Goodwill and Other,” to amend the criteria for performing Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts and requires performing Step 2 if qualitative factors indicate that it is more likely than not that a goodwill impairment exists. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2010. The Company does not have any reporting units with zero or negative carrying amounts as of December 31, 2010. We will adopt this guidance prospectively beginning January 1, 2011.

In December 2010, the FASB issued ASU No. 2010-29, “Disclosure of Supplementary Pro Forma Information for Business Combinations” to specify that if a company presents comparative financial statements, it should disclose revenue and earnings of the combined entity as though the business combination that occurred during the current period, occurred at the beginning of the comparable prior annual reporting period only. This guidance is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted. We will adopt this guidance prospectively beginning January 1, 2011. It is not expected to have a significant impact on the Company.

Note 2: Business Combinations

On January 26, 2010, the Company acquired all of the issued and outstanding capital stock of Texas Steel Processing, Inc. (“TSP”), a steel plate processor based in Houston, Texas. The acquisition is not material to our consolidated financial statements.

On August 4, 2010, the Company acquired all of the issued and outstanding capital stock of SFI-Gray Steel Inc. (“SFI”), a steel plate processor based in Houston, Texas. The acquisition is not material to our consolidated financial statements.

Note 3: Inventories

Inventories were classified at December 31, 2010 and 2009 as follows:

	At December 31,
	2010		2009
	(In millions)
In process and finished products	$	756.7	$	586.7

If current cost had been used to value inventories, such inventories would have been $20 million and $72 million lower than reported at December 31, 2010 and 2009, respectively. Approximately 90% and 88% of inventories are accounted for under the LIFO method at December 31, 2010 and 2009, respectively. Non-LIFO inventories consist primarily of inventory at our foreign facilities using the weighted-average cost method. Substantially all of our inventories consist of finished products.

During 2008, 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 current year purchases. The effect of the LIFO liquidation decreased cost of materials sold during 2008 by approximately $16 million and increased net income by approximately $10 million.

8

Note 4: Property, Plant and Equipment

Property, plant and equipment consisted of the following at December 31, 2010 and 2009:

	At December 31,
	2010			2009
	(In millions)
Land and land improvements	$	103.4		$	99.8
Buildings and leasehold improvements		187.0			180.5
Machinery, equipment and other		276.1			249.8
Construction in progress		2.1			3.1
Total		568.6			533.2
Less: Accumulated depreciation		(99.7	)		(65.5	)
Net property, plant and equipment	$	468.9		$	467.7

The Company recorded $1.4 million and $19.3 million of impairment charges in 2010 and 2009, respectively, related to fixed assets. The impairment charge recorded in 2010 related to certain assets held for sale in order to recognize the assets at their fair value less cost to sell in accordance with FASB ASC 360-10-35-43, “Property, Plant and Equipment – Other Presentation Matters.” Of the $19.3 million impairment charge recorded in 2009, $1.8 million related to certain assets that we determined did not have a recoverable carrying value based on the projected undiscounted cash flows, and $17.5 million related to certain assets held for sale in order to recognize the assets at their fair value less cost to sell. The fair values of each property were determined based on appraisals obtained from a third party, pending sales contracts, or recent listing agreements with third party brokerage firms. In total, the Company had $14.3 million and $24.0 million of assets held for sale, classified within “Other current assets” as of December 31, 2010 and 2009, respectively.

Note 5: Intangible Assets

The following summarizes the components of intangible assets at December 31, 2010 and 2009:

	At December 31, 2010							At December 31, 2009
Amortized intangible assets	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
	(In millions)
Customer relationships	$	16.3	$	(3.8	)	$	12.5	$	14.9	$	(2.5	)	$	12.4
Developed technology / product know-how		1.9		(0.1	)		1.8		—		—			—
Non-compete agreements		1.1		(0.1	)		1.0		—		—			—
Trademarks		0.8		(0.1	)		0.7		—		—			—
Total intangible assets	$	20.1	$	(4.1	)	$	16.0	$	14.9	$	(2.5	)	$	12.4

Amortization expense related to intangible assets for the years ended December 31, 2010, 2009 and 2008 was $1.6 million, $1.1 million and $1.2 million, respectively.

Other intangible assets are amortized over a period between 5 and 13 years. Estimated amortization expense related to intangible assets at December 31, 2010, for each of the years in the five year period ending December 31, 2015 and thereafter is as follows:

	Estimated Amortization Expense
	(In millions)
For the year ended December 31, 2011	$	2.1
For the year ended December 31, 2012		2.1
For the year ended December 31, 2013		2.1
For the year ended December 31, 2014		2.1
For the year ended December 31, 2015		1.8
For the years ended thereafter		5.8

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Note 6: Goodwill

The following is a summary of changes in the carrying amount of goodwill for the years ended December 31, 2010 and 2009:

	Carrying Amount
	(In millions)
Balance at January 1, 2009	$	74.9
Adjustments to purchase price		(4.5	)
Changes due to foreign currency translation		(0.5	)
Balance at December 31, 2009	$	69.9
Acquisitions and adjustments to purchase price		1.9
Changes due to foreign currency translation		0.4
Balance at December 31, 2010	$	72.2

In 2010, the Company recognized $5.9 million of goodwill related to the TSP and SFI acquisitions. The goodwill balance for TSP, $3.1 million, is not deductible for income tax purposes. The goodwill balance for SFI, $2.8 million, is deductible for income tax purposes. The Company made adjustments to the purchase price of $4.0 million and $4.5 million during the years ended December 31, 2010 and 2009, respectively.

Note 7: Restructuring and Other Charges

The following summarizes restructuring accrual activity for the years ended December 31, 2010, 2009 and 2008:

	Employee Related Costs			Tenancy and Other Costs			Total Restructuring Costs
	(In millions)
Balance at January 1, 2008	$	38.8		$	3.0		$	41.8
Adjustment to plan liability		(4.1	)		(0.3	)		(4.4	)
Cash payments		(28.1	)		(1.2	)		(29.3	)
Reduction to reserve		(0.4	)		—			(0.4	)
Balance at December 31, 2008	$	6.2		$	1.5		$	7.7
Adjustment to plan liability		—			(0.3	)		(0.3	)
Cash payments		(6.1	)		(0.3	)		(6.4	)
Reclassifications		0.4			(0.4	)		—
Reduction to reserve		(0.1	)		—			(0.1	)
Balance at December 31, 2009	$	0.4		$	0.5		$	0.9
Restructuring charges		12.5			—			12.5
Cash payments		(0.6	)		(0.4	)		(1.0	)
Adjustments for pension and other post-retirement termination non-cash charges		(12.1	)		—			(12.1	)
Reclassifications		(0.1	)		0.1			—
Balance at December 31, 2010	$	0.1		$	0.2		$	0.3

2010

During 2010, the Company paid $0.7 million related to the exit plan liability recorded on October 19, 2007, as part of the Platinum Acquisition. The remaining balance of $0.2 million of tenancy and other costs related to the Platinum Acquisition exit plan liability as of December 31, 2010 is expected to be paid during 2011.

In the fourth quarter of 2010, the Company recorded a $12.5 million charge related to the closure of one of its facilities. The charge consists of restructuring expenses of $0.4 million for employee-related costs, including severance for 66 employees, and additional non-cash pensions and other post-retirement benefits costs totaling $12.1 million. Included in the non-cash pension charge is a pension curtailment loss of $2.0 million. In the fourth quarter of 2010, the Company paid $0.3 million in employee costs related to this facility closure. The remaining $0.1 million balance is expected be paid in 2011. The Company expects to record additional restructuring charges of less than $1 million related to this facility closure in 2011.

10

2009

During 2009, the Company paid $6.4 million related to the exit plan liability recorded on October 19, 2007, as part of the Platinum Acquisition. The Company also recorded a $0.3 million reduction to the exit plan liability primarily due to lower property taxes on closed facilities than estimated in the initial restructuring plan.

2008

During 2008, the Company paid $29.3 million related to the exit plan liability recorded on October 19, 2007, as part of the Platinum Acquisition. The Company also recorded a $4.4 million reduction to the exit plan liability primarily due to 277 fewer employee terminations than anticipated in the initial restructuring plan. The reduction to the exit plan liability reduced goodwill by $2.6 million, net of tax. The Company also recorded a $0.4 million reduction to the exit plan liability in the fourth quarter of 2008 which was credited to “Warehousing, delivery, selling, general and administrative expense.”

Other Charges

In the fourth quarter of 2010, the Company also recorded a charge of $1.5 million for costs related to the retirement of its former Chief Executive Officer, which is recorded within the “Restructuring and other charges” line of the consolidated statement of operations.

Note 8: Long-Term Debt / Related Party Notes Receivable

Long-term debt consisted of the following at December 31, 2010 and 2009:

	At December 31,
	2010		2009
	(In millions)
Ryerson Credit Facility	$	—	$	—
Related Party Long-term Debt		—		110.0
Total debt		—		110.0
Less:
Short-term Related Party Long-term Debt		—		110.0
Total long-term debt	$	—	$	—

Related party notes receivables consisted of the following at December 31:

	At December 31,
	2010		2009
	(In millions)
Related party note receivable	$	35.0	$	—
Related party long-term notes receivable		82.3		371.6
Total notes receivable	$	117.3	$	371.6

Ryerson Credit Facility

On October 19, 2007, Merger Sub, together with certain affiliates including JT Ryerson, entered into a 5-year, $1.35 billion revolving credit facility agreement (as amended, the “Ryerson Credit Facility”) with a maturity date of October 18, 2012 which has since been amended to the earliest of (a) March 14, 2016, (b) the date that occurs 90 days prior to the scheduled maturity date of the Floating Rate Senior Secured Notes due November 1, 2014 (“2014 Notes”), if the 2014 Notes are then outstanding and (c) the date that occurs 90 days prior to the scheduled maturity date of the 12% Senior Secured Notes due November 1, 2015 (“2015 Notes”) (together, with the 2014 Notes, the “Ryerson Notes”), if the 2015 Notes are then outstanding. The total $1.35 billion revolving credit facility has an allocation of $1.2 billion to Ryerson’s affiliates in the United States and an allocation of $150 million to Ryerson Canada.

Borrowings under the Ryerson Credit Facility to support U.S. operations are made by Ryerson. Ryerson provides related party loans as needed by the Company. Ryerson Canada borrows directly under the Ryerson Credit Facility as needed. At December 31, 2010, Ryerson had $457.3 million of outstanding borrowings, $24 million of letters of credit issued and $317 million available under the $1.35 billion Ryerson Credit Facility compared to $250.2 million of outstanding borrowings, $32 million of letters of credit issued and $268 million available at December 31, 2009. Total credit availability is limited by the amount of eligible account receivables and inventory pledged as collateral under the agreement insofar as the Company is subject to a borrowing base comprised of the aggregate of these two amounts, less applicable reserves. Eligible account receivables, at any date of determination, are comprised of the aggregate value of all accounts directly created by a borrower in the ordinary course of business arising out of the sale of goods or the rendition of services, each of which has been invoiced, with such receivables adjusted to exclude various ineligible accounts, including, among other things, those to which a borrower does not have sole and absolute title and accounts arising out of a sale to an employee, officer, director, or affiliate of the borrower. The weighted average interest rate on the borrowings under the Ryerson Credit Facility was 2.1 percent at December 31, 2010 and 2009.

11

Amounts outstanding under the Ryerson Credit Facility bear interest at a rate determined by reference to the base rate (Bank of America’s prime rate) or a LIBOR rate or, for the Company’s Canadian subsidiary which is a borrower, a rate determined by reference to the Canadian base rate (Bank of America-Canada Branch’s “Base Rate” for loans in U.S. Dollars in Canada) or the BA rate (average annual rate applicable to Canadian Dollar bankers’ acceptances) or a LIBOR rate and the Canadian prime rate (Bank of America-Canada Branch’s “Prime Rate.”). The spread over the base rate and Canadian prime rate is between 0.25% and 1.00% and the spread over the LIBOR and for the bankers’ acceptances is between 1.25% and 2.00%, 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. Ryerson also pays commitment fees on amounts not borrowed at a rate between 0.25% and 0.35% depending on the average borrowings as a percentage of the total $1.35 billion agreement during a rolling three month period.

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

The Ryerson Credit Facility contains covenants that, among other things, restrict Ryerson with respect to the incurrence of debt, the creation of liens, transactions with affiliates, mergers and consolidations, sales of assets and acquisitions. The Ryerson Credit Facility also requires that, if availability under such facility declines to a certain level, Ryerson maintain a minimum fixed charge coverage ratio as of the end of each fiscal quarter.

The Ryerson Credit Facility contains events of default with respect to, among other things, default in the payment of principal when due or the payment of interest, fees and other amounts after a specified grace period, material misrepresentations, failure to perform certain specified covenants, certain bankruptcy events, the invalidity of certain security agreements or guarantees, material judgments and the occurrence of a change of control of Ryerson Holding. If such an event of default occurs, the lenders under the Ryerson Credit Facility will be entitled to various remedies, including acceleration of amounts outstanding under the Ryerson Credit Facility and all other actions permitted to be taken by secured creditors.

The lenders under the Ryerson 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 Ryerson. If Ryerson or any significant subsidiaries of the other borrowers becomes insolvent or commences bankruptcy proceedings, all amounts borrowed under the Ryerson Credit Facility will become immediately due and payable.

$150 Million 8¹/₄% Senior Notes due 2011

As a result of the Platinum Acquisition, $145.9 million principal of Ryerson’s 8 ¹/4% Senior Notes due 2011 (“2011 Notes”) were repurchased between October 20, 2007 and December 31, 2007 with $4.1 million outstanding at December 31, 2010 and 2009. The 2011 Notes pay interest semi-annually and mature on December 15, 2011. A subsidiary of the Company is a guarantor of the 2011 Notes.

The 2011 Notes contained covenants, substantially all of which were removed pursuant to an amendment of the 2011 Notes as a result of the tender offer to repurchase the notes upon the Platinum Acquisition.

Related Party Notes

The Company has long-term related party borrowings from a subsidiary of Ryerson. The original loan amounts totaled $893 million. At December 31, 2010, the related party notes (“Notes”) balance outstanding was $662.2 million. The outstanding Notes balance at December 31, 2010 consisted of $392.2 million of variable interest rate Notes and $270.0 million of 12.5% Notes as compared to $420.0 million of variable interest rate Notes, $160.0 million of 5.5% Notes, $110.0 million of 6.0% Notes and $10 million of 7.5% Notes at December 31, 2009. The variable rate Notes bear interest at a rate, reset quarterly, of LIBOR plus 2.0% per annum. The variable rate Notes had an interest rate of 2.26% and 2.25% at December 31, 2010 and December 31, 2009. The variable rate Notes are due in 2025, the $160 million 12.5% Notes are due in 2014, and the $110 million 12.5 Notes are due in 2015.

Borrowings on the Ryerson Credit Facility to fund U.S. operations are initiated by Ryerson. The Company has a long-term related party borrowing arrangement with Ryerson to provide funds as necessary. In addition, if the Company has excess funds, the money is transferred to Ryerson, offsetting the aforementioned indebtedness amounts. Interest is charged based on the current Prime rate. At December 31, 2010 and December 31, 2009, excess funds transferred to Ryerson reflected a receivable to the Company of $744.5 million and $961.5 million, respectively. These amounts are netted with the long-term related party notes balances discussed above based on the right of offset. As a result, at December 31, 2010, the Company has a net long-term notes receivable balance of $82.3 million and at December 31, 2009, the Company has a net long term notes receivable balance of $371.6 million and a short-term note payable balance of $110.0 million

12

Ryerson Canada loaned a subsidiary of Ryerson $35.0 million on July 8, 2010 with a repayment date of December 31, 2011. Interest income is accrued on a straight-line basis at a rate of 8.0% per annum.

Note 9: Employee Benefits

The Company accounts for its pension and postretirement plans in accordance with FASB ASC 715, “Compensation – Retirement Benefits” (“ASC 715”). In addition to requirements for 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 and to recognize changes in the funded status of a defined benefit postretirement plan in the year in which the changes occur, ASC 715 requires an employer to measure a plan’s assets and its obligations that determine its funded status as of the end of the employer’s fiscal year.

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, subsidiaries that were merged into JT Ryerson, were similarly frozen, with the employees becoming participants in the Company’s defined contribution plan. Salaried employees who vested in 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 the years ended December 31, 2010, 2009 and 2008, expense recognized for its defined contribution plans was $8.6 million, $4.2 million and $9.7 million, respectively. The Company temporarily froze company matching 401(k) contributions beginning in February 2009 through January 22, 2010, resulting in the decrease in expense in 2009 as compared to 2010 and 2008. Effective January 22, 2010, the Company resumed matching 401(k) contributions.

In February and December 2009, the Company amended the terms of two of our Canadian post-retirement medical and life insurance plans which effectively eliminated benefits to a group of employees unless these individuals agreed to retire by October 1, 2010. These actions meet the definition of a curtailment under FASB ASC 715-30-15 and resulted in a curtailment gain of $2.0 million for the year ended December 31, 2009.

In the fourth quarter of 2010, the Company announced the closure of one of its facilities, which significantly reduced the expected years of future service of active accruing participants in the Company’s defined benefit pension plan. As a result, the Company recorded a pension curtailment loss of $2.0 million in 2010.

The Company has other deferred employee benefit plans, including supplemental pension plans, the liability for which totaled $16.1 million and $15.7 million at December 31, 2010 and 2009, respectively.

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 December 31 measurement date to determine the pension and other postretirement benefit information. For the year 2010, the Company had an additional measurement date of November 18 for our U.S. pension plan due to the announced closure of one of its facilities as discussed above. The assumptions used to determine benefit obligations at the end of the periods and net periodic benefit costs for the Pension Benefits for U.S. plans were as follows:

	November 18 to December 31, 2010			January 1 to November  17, 2010			Year Ended December 31, 2009			Year Ended December 31, 2008
Discount rate for calculating obligations		5.35	%		N/A			5.80	%		6.30	%
Discount rate for calculating net periodic benefit cost		5.40			5.80	%		6.30			6.50
Expected rate of return on plan assets		8.75			8.75			8.75			8.75
Rate of compensation increase		3.00			4.00			4.00			4.00

The expected rate of return on U.S. plan assets is 8.75% for 2011.

13

The assumptions used to determine benefit obligations at the end of the periods and net periodic benefit costs for the Other Postretirement Benefits, primarily health care, for U.S. plans were as follows:

	Year Ended December 31,
	2010			2009			2008
Discount rate for calculating obligations		5.25	%		5.70	%		6.30	%
Discount rate for calculating net periodic benefit cost		5.70			6.30			6.40
Rate of compensation increase – benefit obligations		3.00			4.00			4.00
Rate of compensation increase – net period benefit cost		4.00			4.00			4.00

The assumptions used to determine benefit obligations at the end of the periods and net periodic benefit costs for the Pension Benefits for Canadian plans were as follows:

	Year Ended December 31,
	2010			2009			2008
Discount rate for calculating obligations		5.25	%		5.75	%		7.50	%
Discount rate for calculating net periodic benefit cost		5.75			7.50			5.50
Expected rate of return on plan assets		7.00			7.00			7.00
Rate of compensation increase		3.50			3.50			3.50

The expected rate of return on Canadian plan assets is 7.00% for 2011.

The assumptions used to determine benefit obligations at the end of the periods and net periodic benefit costs for the Other Postretirement Benefits, primarily healthcare, for Canadian plans were as follows:

	Year Ended December 31,
	2010			2009			2008
Discount rate for calculating obligations		5.25	%		5.75	%		7.50	%
Discount rate for calculating net periodic benefit cost		5.75			7.50			5.50
Rate of compensation increase		3.50			3.50			3.50

14

	Year Ended December 31,
	Pension Benefits						Other Benefits
	2010			2009			2010			2009
	(In millions)
Change in Benefit Obligation
Benefit obligation at beginning of period	$	769		$	726		$	174		$	194
Service cost		3			2			1			2
Interest cost		43			44			10			12
Plan amendments		—			2			—			(1	)
Actuarial (gain) loss		37			37			(1	)		(22	)
Special termination benefits		7			—			3			—
Curtailment (gain) loss		2			—			—			(2	)
Effect of changes in exchange rates		3			7			1			2
Benefits paid (net of participant contributions and Medicare subsidy)		(49	)		(49	)		(12	)		(11	)
Benefit obligation at end of period	$	815		$	769		$	176		$	174
Accumulated benefit obligation at end of period	$	810		$	765			N/A			N/A
Change in Plan Assets
Plan assets at fair value at beginning of period	$	446		$	430		$	—		$	—
Actual return on plan assets		63			51			—			—
Employer contributions		47			8			14			12
Effect of changes in exchange rates		2			6			—			—
Benefits paid (net of participant contributions)		(49	)		(49	)		(14	)		(12	)
Plan assets at fair value at end of period	$	509		$	446		$	—		$	—
Reconciliation of Amount Recognized
Funded status	$	(306	)	$	(323	)	$	(176	)	$	(174	)
Amounts recognized in balance sheet consist of:
Current liabilities	$	—		$	—		$	(15	)	$	(14	)
Noncurrent liabilities		(306	)		(323	)		(161	)		(160	)
Net benefit liability at the end of the period	$	(306	)	$	(323	)	$	(176	)	$	(174	)

Canadian benefit obligations represented $55 million and $49 million of the Company’s total Pension Benefits obligations at December 31, 2010 and 2009, respectively. Canadian plan assets represented $51 million and $46 million of the Company’s total plan assets at fair value at December 31, 2010 and 2009, respectively. In addition, Canadian benefit obligations represented $17 million and $15 million of the Company’s total Other Benefits obligation at December 31, 2010 and 2009, respectively.

Amounts recognized in accumulated other comprehensive income (loss) at December 31, 2010 and 2009 consist of the following:

	At December 31,
	Pension Benefits				Other Benefits
	2010		2009		2010			2009
	(In millions)
Amounts recognized in accumulated other comprehensive income (loss), pre–tax, consists of
Net actuarial (gain) loss	$	264	$	249	$	(63	)	$	(67	)
Prior service cost		2		2		—			1
Total	$	266	$	251	$	(63	)	$	(66	)

Net actuarial losses of $6.0 million and prior service costs of $0.2 million for pension benefits and net actuarial gains of $4.7 million for other postretirement benefits are expected to be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost over the next fiscal year.

15

Amounts recognized in other comprehensive income (loss) for the years ended December 31, 2010 and 2009 consist of the following:

	Year Ended December 31,
	Pension Benefits					Other Benefits
	2010			2009		2010			2009
	(In millions)
Amounts recognized in other comprehensive income (loss), pre–tax, consists of
Net actuarial loss (gain)	$	21		$	35	$	(1	)	$	(22	)
Amortization of net actuarial loss (gain)		(6	)		—		5			3
Prior service cost (credit)		—			2		—			(1	)
Total recognized in other comprehensive income (loss)	$	15		$	37	$	4		$	(20	)

For measurement purposes for U.S. plans at December 31, 2010, the annual rate of increase in the per capita cost of covered health care benefits was 8.5 percent for all participants, grading down to 5 percent in 2017, the level at which it is expected to remain. For measurement purposes for U.S. plans at December 31, 2009, the annual rate of increase in the per capita cost of covered health care benefits was 9 percent for all participants, grading down to 5 percent in 2017, the level at which it is expected to remain. For measurement purposes for U.S. plans at December 31, 2008, the annual rate of increase in the per capita cost of covered health care benefits was 8.5 percent for participants less than 65 years old and 9 percent for participants greater than 65 years old in 2008, grading down to 5 percent in 2015, the level at which it is expected to remain. For measurement purposes for Canadian plans at December 31, 2010, the annual rate of increase in the per capita cost of covered health care benefits was 12 percent per annum, grading down to 5 percent in 2023, the level at which it is expected to remain. For measurement purposes for Canadian plans at December 31, 2009, the annual rate of increase in the per capita cost of covered health care benefits was 12 percent per annum, grading down to 5 percent in 2023, the level at which it is expected to remain. For measurement purposes for Canadian plans at December 31, 2008, the annual rate of increase in the per capita cost of covered health care benefits for the Company’s salaried plan was 10 percent per annum, grading down to 6 percent in 2012, and 12 percent per annum, grading down to 6 percent in 2014 for the Company’s bargaining plan, the level at which it is expected to remain.

The components of the Company’s net periodic benefit cost for the years ended December 31, 2010, 2009 and 2008 are as follows:

	Year Ended December 31,
	Pension Benefits									Other Benefits
	2010			2009			2008			2010			2009			2008
	(In millions)
Components of net periodic benefit cost
Service cost	$	3		$	2		$	3		$	1		$	2		$	3
Interest cost		43			45			45			10			12			13
Expected return on assets		(46	)		(49	)		(52	)		—			—			—
Recognized actuarial loss (gain)		6			—			—			(4	)		(3	)		—
Special termination benefits		7			—			—			3			—			—
Curtailment loss (gain)		2			—			—			—			(2	)		—
Net periodic benefit cost (credit)	$	15		$	(2	)	$	(4	)	$	10		$	9		$	16

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 9 percent for all participants for the year ended December 31, 2010, grading down to 5 percent in 2017. 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 12 percent for the year ended December 31, 2010, grading down to 5 percent in 2023. 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		9.0		(7.4	)

16

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 December 31, 2010 and 2009, by asset category are as follows:

	Trust Assets at December 31,
	2010			2009
Equity securities		63.1	%		64.0	%
Debt securities		26.8			26.6
Real Estate		0.7			4.8
Other		9.4			4.6
Total		100.0	%		100.0	%

The Board of Directors of Ryerson 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 December 31, 2010 and 2009 measurement dates were as follows:

	Range			Target
Equity securities		30-85	%		73	%
Debt securities		5-50			13
Real Estate		0-15			9
Other		0-15			5
Total					100	%

17

The fair value of Ryerson’s pension plan assets at December 31, 2010 by asset category are as follows. See Note 16 for the definitions of Level 1, 2, and 3 fair value measurements.

	Fair Value Measurements at December 31, 2010
Asset Category	Total		Level 1		Level 2		Level 3
	(In millions)
Cash	$	10.4	$	10.4	$	—	$	—
Equity securities:
US large cap		167.6		167.6		—		—
US small/mid cap		42.0		42.0		—		—
Canadian large cap		14.7		14.7		—		—
Canadian small cap		1.2		1.2		—		—
Other international companies		75.9		75.9		—		—
Emerging market companies		19.5		19.5		—		—
Fixed income securities:
U.S. Treasuries		19.0		19.0		—		—
Investment grade debt		60.3		60.3		—		—
Non-investment grade debt		25.0		25.0		—		—
Municipality / non-corporate debt		0.1		0.1		—		—
Emerging market debt		10.1		10.1		—		—
Asset backed debt		2.6		2.6		—		—
Agency non-mortgage debt		1.2		1.2		—		—
Agency mortgage debt		9.7		9.7		—		—
Mortgage-backed securities		7.6		7.6		—		—
Sub-prime securities		0.7		0.7		—		—
Other types of investments:
Multi-strategy funds		6.0		—		—		6.0
Private equity funds		31.5		—		—		31.5
Real estate		3.8		—		—		3.8
Total	$	508.9	$	467.6	$	—	$	41.3

18

The fair value of Ryerson’s pension plan assets at December 31, 2009 by asset category are as follows:

	Fair Value Measurements at December 31, 2009
Asset Category	Total		Level 1		Level 2		Level 3
	(In millions)
Cash	$	1.3	$	1.3	$	—	$	—
Equity securities:
US large cap		131.8		131.8		—		—
US small/mid cap		39.7		39.7		—		—
Canadian large cap		12.9		12.9		—		—
Canadian small cap		1.1		1.1		—		—
Other international companies		66.0		66.0		—		—
Emerging market companies		4.0		4.0		—		—
Fixed income securities:
U.S. Treasuries		16.5		16.5		—		—
Investment grade debt		47.3		47.3		—		—
Non-investment grade debt		23.8		23.8		—		—
Municipality / non-corporate debt		0.1		0.1		—		—
Emerging market debt		11.6		11.6		—		—
Asset backed debt		1.8		1.8		—		—
Agency non-mortgage debt		1.0		1.0		—		—
Agency mortgage debt		9.2		9.2		—		—
Mortgage-backed securities		6.7		6.7		—		—
Sub-prime securities		0.8		0.8		—		—
Other types of investments:
Multi-strategy funds		19.2		—		—		19.2
Private equity funds		29.8		—		—		29.8
Real estate		21.4		—		—		21.4
Total	$	446.0	$	375.6	$	—	$	70.4

	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Multi- Strategy Hedge funds			Private Equity Funds			Real Estate			Total
	(In millions)
Beginning balance at January 1, 2009	$	19.0		$	29.1		$	39.8		$	87.9
Actual return on plan assets:
Relating to assets still held at the reporting date		0.2			0.7			(18.4	)		(17.5	)
Ending balance at December 31, 2009	$	19.2		$	29.8		$	21.4		$	70.4
Actual return on plan assets:
Relating to assets still held at the reporting date		0.2			2.4			0.7			3.3
Relating to assets sold during the period		0.7			0.9			3.7			5.3
Purchases, sales, and settlements		(14.1	)		(1.6	)		(22.0	)		(37.7	)
Ending balance at December 31, 2010	$	6.0		$	31.5		$	3.8		$	41.3

Securities listed on one or more national securities exchanges are valued at their last reported sales price on the date of valuation. If no sale occurred on the valuation date, the security is valued at the mean of the last “bid” and “ask” prices on the valuation date.

Corporate and government bonds which are not listed or admitted to trading on any securities exchanges are valued at the average mean of the last bid and ask prices on the valuation date based on quotations supplied by recognized quotation services or by reputable broker dealers.

19

The non-publicly traded securities, other securities or instruments for which reliable market quotations are not available are valued at each investment manager’s discretion. Valuations will depend on facts and circumstances known as of the valuation date and application of certain valuation methods.

Contributions

The Company contributed $46.6 million, $7.5 million and $16.8 million for the years ended December 31, 2010, 2009 and 2008, respectively to improve the funded status of the plans. The Company anticipates that it will have a minimum required pension contribution funding of approximately $44 million in 2011.

Estimated Future Benefit Payments

	Pension Benefits		Other Benefits
	(In millions)
2011	$	53.0	$	16.1
2012		54.6		15.8
2013		54.6		15.5
2014		55.0		15.2
2015		55.4		14.9
2016-2020		282.0		71.0

Note 10: Commitments and Contingencies

Guarantees

JT Ryerson and certain of its subsidiaries are contingently liable, as a guarantor, for the obligations of certain indebtedness of Ryerson. At December 31, 2010, the maximum potential amount of future payments under the guarantees was approximately $479.1 million. The Company has pledged as collateral on a senior secured basis the capital stock or other equity interests of each directly owned domestic subsidiary and 65% of the capital stock or other equity interests of each directly owned foreign subsidiary in connection with Ryerson debt outstanding at December 31, 2010. The Company has pledged as collateral on a second-priority basis by a lien the assets that secure Ryerson obligations under the revolving Ryerson Credit Facility.

Lease Obligations & Other

The Company leases buildings and equipment under noncancelable operating leases expiring in various years through 2025. Future minimum rental commitments are estimated to total $92.9 million, including approximately $19.0 million in 2011, $14.6 million in 2012, $11.4 million in 2013, $8.6 million in 2014, $6.7 million in 2015 and $32.6 million thereafter.

Rental expense under operating leases totaled $24.9 million, $24.9 and $30.0 million for the years ended December 31, 2010, 2009 and 2008.

To fulfill contractual requirements for certain customers in 2010, the Company has entered into certain fixed-price noncancellable contractual obligations. These purchase obligations which will all be paid in 2011 aggregated to $35.4 million at December 31, 2010.

Concentrations of Various Risks

The Company’s financial instruments consist of cash, accounts receivable, derivative instruments, notes receivable, accounts payable, and notes payable. In the case of cash, accounts receivable, notes receivable and accounts payable, the carrying amount on the balance sheet approximates the fair values due to the short-term nature of these instruments. The derivative instruments are marked to market each period. Based on borrowing rates available to the Company for loans with similar terms, the carrying value of notes payable approximates the fair values.

20

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of derivative financial instruments and trade accounts receivable. Our derivative financial instruments are contracts placed with major financial institutions. Credit is generally extended to customers based upon an evaluation of each customer’s financial condition, with terms consistent in the industry and no collateral required. Concentrations of credit risk with respect to trade accounts receivable are limited due to the large number of customers and their dispersion across geographic areas.

The Company has signed supply agreements with certain vendors which may obligate the Company to make cash deposits based on the spot price of aluminum at the end of each month. These cash deposits offset amounts payable to the vendor when inventory is received. We made no cash deposits for the year ended December 31, 2009. We have no exposure at December 31, 2009.

Approximately 20% of our total labor force is covered by collective bargaining agreements. There are collective bargaining agreements that will expire in fiscal 2011, which cover approximately 8% of our total labor force. We believe that our overall relationship with our employees is good.

Litigation

From time to time, we are named as a defendant in legal actions incidental to our ordinary course of business. We do not believe that the resolution of these claims will have a material adverse effect on our financial position, results of operations or cash flows. We maintain liability insurance coverage to assist in protecting our 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 us and six other metals service centers in the United States District Court for the Western District of Oklahoma. Champagne Metals alleged 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 sought damages with the exact amount to be determined at trial. Champagne Metals also sought treble damages on its antitrust claims and sought punitive damages in addition to actual damages on its other claim. On May 12, 2009, the parties resolved all matters by agreement. Under the terms of this agreement we made a cash payment of $2.6 million to Champagne Metals. On June 12, 2009 the matter was dismissed with prejudice.

There are various claims and pending actions against the Company. The amount of liability, if any, for those claims and actions at December 31, 2010 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.

Note 11: Stockholders’ Equity

JT Ryerson is a wholly-owned subsidiary of Ryerson. On December 31, 2010, management approved a 166 2/3 for 1.00 split of the Company’s common stock. The consolidated financial statements as of December 31, 2010 and 2009 and for the years ended December 31, 2010, 2009 and 2008 give retroactive effect to the stock split. As of December 31, 2010 and 2009, the Company had 698 shares of common stock issued and outstanding with no par value. The common stock of the Company does not contain any conversion or unusual voting rights.

Note 12: Comprehensive Income

The following sets forth the components of comprehensive income:

	Year Ended December 31,
	2010			2009			2008
	(In millions)
Net income (loss)	$	(5.7	)	$	(31.2	)	$	68.7
Other comprehensive income (loss):
Foreign currency translation adjustments		8.9			28.7			(44.0	)
Changes in unrecognized benefit costs, net of tax benefit of $7.1 in 2010, tax benefit of $7.7 in 2009, tax benefit of $72.7 in 2008		(12.0	)		(11.1	)		(114.7	)
Total comprehensive loss		(8.8	)		(13.6	)		(90.0	)
Less: Comprehensive income (loss) attributable to noncontrolling interest		2.0			3.3			(4.8	)
Comprehensive loss attributable to Joseph T. Ryerson & Son, Inc.	$	(10.8	)	$	(16.9	)	$	(85.2	)

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Note 13: Related Party

In addition to the related party long-term debt discussed in Note 8, the Company has a $106.5 million and $88.4 million related party payable outstanding at December 31, 2010 and 2009, respectively. The amounts outstanding primarily are related to general services and federal income taxes payable to Ryerson.

Note 14: Sales by Product

The Company derives substantially all of its sales from the distribution of metals. The following table shows the Company’s percentage of sales by major product line:

	Year Ended December 31,
Product Line	2010			2009			2008
	(Percentage of Sales)
Stainless		29	%		26	%		30	%
Aluminum		22			22			20
Carbon flat rolled		25			26			25
Bars, tubing and structurals		9			8			9
Fabrication and carbon plate		10			12			11
Other		5			6			5
Total		100	%		100	%		100	%

No customer accounted for more than 5 percent of Company sales for the years ended December 31, 2010, 2009 and 2008. A significant majority of the Company’s sales are attributable to its U.S. operations and a significant majority 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 10 percent of the Company’s sales during the years ended December 31, 2010, 2009 and 2008; Canadian assets were 11 percent and 12 percent, of consolidated assets at December 31, 2010 and 2009, respectively.

Note 15: Compensation Plan

Participation Plan

In 2009, Ryerson Holding adopted the 2009 Participation Plan (as amended and restated, the “Plan”). The purpose of the Plan is to provide incentive compensation to key employees of the Company by granting performance units. The value of the performance units is related to the appreciation in the value of the Company from and after the date of grant and the performance units vest over a period specified in the applicable award agreement, which typically vest over 44 months. The Plan may be altered, amended or terminated by the Company at any time. All performance units will terminate upon termination of the Plan or expiration on February 15, 2014. Participants in the Plan may be entitled to receive compensation for their vested units if certain performance-based “qualifying events” occur during the participant’s employment with the Company or during a short period following the participant’s death.

There are two “qualifying events” defined in the Plan: (1) A “qualifying sale event” in which there is a sale of some or all of the stock of Ryerson Holding then held by Ryerson Holding’s principal stockholders and (2) A “qualifying distribution” in which Ryerson Holding pays a cash dividend to its principal stockholders. Upon the occurrence of a Qualifying Event, participants with vested units may receive an amount equal to the difference between: (i) the value (as defined by the Plan) of the units on the date of the qualifying event, and (ii) the value of the units assigned on the date of grant. No amounts are due to participants until the total cash dividends and net proceeds from the sale of common stock to Ryerson Holding’s principal stockholder exceeds $875 million. Upon termination, with or without cause, units are forfeited, except in the case of death, as described in the Plan. As of December 31, 2010, 87,500,000 units have been authorized and granted, 21,875,000 units have been forfeited, and 49,218,750 units have vested and 16,406,250 units are nonvested as of the date hereof. The Company is accounting for this Plan in accordance with FASB ASC 718, “Compensation – Stock Compensation” (“ASC 718”). Since the occurrence of future “qualifying events” is not determinable or estimable, no liability or expense has been recognized to date. The fair value of the performance units are based upon cash dividends to and net proceeds from sales of common stock of Ryerson Holding by its principal stockholders through the end of each period that have occurred or are probable. The fair value of the performance units on their grant date in 2009 and at December 31, 2010 and 2009, which included cash dividends of $213.8 million paid on January 29, 2010 and $56.5 million paid in 2009, was zero.

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Note 16: Derivatives and Fair Value of Financial Instruments

Derivatives

The Company is exposed to certain risks relating to its ongoing business operations. The primary risks managed by using derivative instruments are interest rate risk, foreign currency risk, and commodity price risk. Interest rate swaps are entered into to manage interest rate risk associated with the Company’s floating-rate borrowings. We use foreign currency exchange contracts to hedge our Canadian subsidiaries’ variability in cash flows from the forecasted payment of currencies other than the functional currency. From time to time, we may enter into fixed price sales contracts with our customers for certain of our inventory components. We may enter into metal commodity futures and options contracts periodically to reduce volatility in the price of metals. We may also enter into natural gas price swaps to manage the price risk of forecasted purchases of natural gas. The Company currently does not account for its derivative contracts as hedges but rather marks them to market with a corresponding offset to current earnings. The Company regularly reviews the creditworthiness of its derivative counterparties and does not expect to incur a significant loss from the failure of any counterparties to perform under any agreements.

The following table summarizes the location and fair value amount of our derivative instruments reported in our consolidated balance sheet as of December 31, 2010 and 2009:

Asset Derivatives

Liability Derivatives

December 31, 2010

December 31, 2009

December 31, 2010

December 31, 2009

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

(In millions)

Derivatives not designated as hedging instruments under ASC 815

Interest rate contracts

N/A

N/A

N/A

N/A

Other accrued liabilities

$

0.8

Non-current taxes and other credits

$

1.0

Foreign exchange contracts

N/A

N/A

N/A

N/A

Other accrued liabilities

0.3

Non-current taxes and other credits

0.1

Commodity contracts

Prepaid expenses and other current assets

$

0.7

Receivables less provision for allowances, claims and doubtful accounts

$

0.7

Other accrued liabilities

0.1

N/A

N/A

Total derivatives

$

0.7

$

0.7

$

1.2

$

1.1

The Company’s interest rate forward contracts had a notional amount of $100 million as of December 31, 2010 and 2009. As of December 31, 2010 and 2009, the Company’s foreign currency exchange contracts had a U.S. dollar notional amount of $7.1 million and $15.9 million, respectively. As of December 31, 2010 and 2009, the Company had 1,345 and 472 tons, respectively, of nickel futures or option contracts related to forecasted purchases. The Company entered into a natural gas price swap during 2010, which had a notional amount of 225,000 million British thermal units (“mmbtu”) as of December 31, 2010. The Company entered into a hot roll steel coil option contract in 2010 related to forecasted purchases, which had a notional amount of 2,325 tons as of December 31, 2010. The company entered into an aluminum price swap in 2010 related to forecasted purchases, which had a notional amount of 64 tons as of December 31, 2010.

23

The following table summarizes the location and amount of gains and losses reported in our consolidated statement of operations for the years ended December 31, 2010, 2009 and 2008:

		Amount of Gain/(Loss) Recognized in Income on  Derivatives
		Year Ended December 31,
Derivatives not designated as hedging instruments under ASC 815	Location of Gain/(Loss) Recognized in Income on Derivative	2010			2009			2008
		(In millions)
Interest rate contracts	Interest and other expense on debt	$	(1.1	)	$	(1.8	)	$	(2.7	)
Foreign exchange contracts	Other income and (expense), net		(0.3	)		(0.3	)		0.4
Commodity contracts	Cost of materials sold		(0.3	)		3.5			(4.5	)
Natural gas commodity contracts	Warehousing, delivery, selling, general and administrative		(0.1	)		—			—
Total		$	(1.8	)	$	1.4		$	(6.8	)

Fair Value of Financial Instruments

As permitted by ASC 820-10-65-1, the Company adopted the nonrecurring fair value measurement disclosures for nonfinancial assets and liabilities. To increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

1. Level 1—quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the reporting date.

2. Level 2—inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.

3. Level 3—unobservable inputs, such as internally-developed pricing models for the asset or liability due to little or no market activity for the asset or liability.

The following table presents assets and liabilities measured and recorded at fair value on our Consolidated Balance Sheets on a recurring basis and their level within the fair value hierarchy as of December 31, 2010:

	At December 31, 2010
	Level 1		Level 2		Level 3
	(In millions)
Assets
Cash equivalents:
Commercial paper	$	18.1	$	—	$	—
Mark-to-market derivatives:
Commodity contracts	$	—	$	0.7	$	—
Liabilities
Mark-to-market derivatives:
Interest rate contracts	$	—	$	0.8	$	—
Foreign exchange contracts		—		0.3		—
Commodity contracts		—		0.1		—
Total liability derivatives	$	—	$	1.2	$	—

24

The fair value of each derivative contract is determined using Level 2 inputs and the market approach valuation technique, as described in ASC 820. The Company has various commodity derivatives to lock in nickel prices for varying time periods. The fair value of these derivatives is determined based on the spot price each individual contract was purchased at and compared with the one-month daily average actual spot price on the London Metals Exchange for nickel on the valuation date. The Company also has commodity derivatives to lock in hot roll coil and aluminum prices for varying time periods. The fair value of these derivatives is determined based on the spot price each individual contract was purchased at and compared with the one-month daily average actual spot price on the New York Mercantile Exchange for the commodity on the valuation date. The Company also has a natural gas price swap to lock in natural gas prices through March 2011. The fair value of this derivative is determined based on the spot price of the natural gas contract and compared with the one-month daily average actual spot price of natural gas according to the Henry Hub index on the valuation date. The Company also has an interest rate swap to fix a portion of the Company’s interest payments on its debt obligations. The interest rate swap, which has a notional amount of $100 million, fixes a portion of our interest payments at an interest rate of 1.59%. The contract expires on July 15, 2011. The interest rate swap is valued using estimated future one-month LIBOR interest rates as compared to the fixed interest rate of 1.59%. In addition, the Company has numerous foreign exchange contracts to hedge our Canadian subsidiaries variability in cash flows from the forecasted payment of currencies other than the functional currency, the Canadian dollar. The Company defines the fair value of foreign exchange contracts as the amount of the difference between the contracted and current market value at the end of the period. The Company estimates the current market value of foreign exchange contracts by obtaining month-end market quotes of foreign exchange rates and forward rates for contracts with similar terms. The Company uses the exchange rates provided by Reuters. Each contract term varies in the number of months, but on average is between 3 to 12 months in length.

The following table presents assets and liabilities measured and recorded at fair value on our Consolidated Balance Sheets on a non-recurring basis and their level within the fair value hierarchy as of December 31, 2010:

	At December 31, 2010
	Level 1		Level 2		Level 3
	(In millions)
Assets
Impaired assets (Note 4)	$	—	$	14.3	$	—

The carrying and estimated fair values of the Company’s financial instruments at December 31, 2010 and 2009 were as follows:

	At December 31, 2010				At December 31, 2009
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(In millions)
Cash and cash equivalents	$	47.1	$	47.1	$	88.5	$	88.5
Receivables less provision for allowances, claims and doubtful accounts		449.5		449.5		324.9		324.9
Related party notes receivable		117.3		117.3		371.6		371.6
Accounts payable		255.5		255.5		159.8		159.8
Related party payable		106.5		106.5		88.4		88.4
Related party debt		—		—		110.0		110.0

The estimated fair value of the Company’s cash and cash equivalents, receivables less provision for allowances, claims and doubtful accounts, related party notes receivable, related party payable, related party debt, and accounts payable approximate their carrying amounts due to the short-term nature of these financial instruments.

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Note 17: Income Taxes

The elements of the provision (benefit) for income taxes were as follows:

	Year Ended December 31,
	2010			2009			2008
	(In millions)
Income (loss) before income tax:
Federal	$	13.3		$	(29.6	)	$	77.8
Foreign		1.8			(14.2	)		30.1
	$	15.1		$	(43.8	)	$	107.9
Current income taxes:
Federal	$	(44.9	)	$	(2.4	)	$	53.2
Foreign		0.4			(1.9	)		10.0
State		(1.0	)		1.5			5.7
		(45.5	)		(2.8	)		68.9
Deferred income taxes		66.3			(9.8	)		(29.7	)
Total tax provision (benefit)	$	20.8		$	(12.6	)	$	39.2

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

	Year Ended December 31,
	2010		2009			2008
	(In millions)
Federal income tax expense computed at statutory tax rate of 35%	$	5.3	$	(15.3	)	$	37.8
Additional taxes or credits from:
State and local income taxes, net of federal income tax effect		0.7		1.2			3.7
Domestic production activities		1.3		(1.3	)		(2.2	)
Other non-deductible expenses		0.7		0.1			0.6
Canadian taxes		0.1		3.0			(0.6	)
Change in law related to taxation of Medicare subsidy		5.2		—			—
Valuation allowance		7.5		—			—
All other, net		—		(0.3	)		(0.1	)
Total income tax provision (benefit)	$	20.8	$	(12.6	)	$	39.2

26

The components of the deferred income tax assets and liabilities arising under FASB ASC 740, “Income Taxes” (“ASC 740”) were as follows:

	At December 31,
	2010			2009
	(In millions)
Deferred tax assets:
Post-retirement benefits other than pensions	$	67		$	70
State net operating loss carryforwards		7			3
Bad debt allowances		—			3
Pension liability		120			130
Restructuring and shut down reserves		—			2
Other deductible temporary differences		17			17
Less: valuation allowances		(7	)		—
	$	204		$	225
Deferred tax liabilities:
Fixed asset basis difference		117			121
Inventory basis difference		135			93
Other intangibles		1			4
		253			218
Net deferred tax asset (liability)	$	(49	)	$	7

The Company’s financial statements recognize the current and deferred income tax consequences that result from the Company’s activities during the current and preceding periods pursuant to the provisions of ASC 740 as if the Company were a separate taxpayer rather than a member of the parent company’s consolidated income tax return group. Differences between the Company’s separate company income tax provision and cash flows attributable to income taxes pursuant to the provisions of the Company’s tax sharing arrangement with the parent company have been recognized as capital contributions from, or dividends to, the parent company. Current taxes payable are included in the related party payable line item in the Company’s balance sheet.

The Company had $7 million of deferred tax assets related to state net operating loss (“NOL”) carryforwards available at December 31, 2010. The NOL’s generally expire in 3 to 15 years.

In accordance with ASC 740, the Company assesses the realizability of its deferred tax assets. A valuation allowance must be established when, based upon the evaluation of all available evidence, it is more-likely-than-not that all or a portion of the deferred tax assets will not be realized. In making this determination, we analyze, among other things, our recent history of earnings, cash flows and the nature and timing of future deductions and benefits represented by the deferred tax assets. As a result of a recent history of pre-tax losses incurred for purposes of those US state income tax jurisdictions where JT Ryerson files tax returns as a separate taxpayer, the Company determined that the realizability of deferred tax assets with respect to those states could no longer be supported during 2010. Accordingly, the Company recorded a non-cash charge of $7.5 million during 2010 as an increase in the valuation allowance against its deferred tax assets. The Company recorded an initial non-cash charge for a valuation allowance of $0.2 million as of December 31, 2009 representing the amount of state NOL carryforward benefits that the Company does not expect to realize.

At December 31, 2010 the Company had approximately $72.3 million of undistributed foreign earnings. The Company has not recognized any U.S. tax expense on these earnings since it intends to reinvest the earnings outside the U.S. for the foreseeable future.

27

The Company accounts for uncertain income tax positions in accordance with ASC 740. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

	Unrecognized Tax Benefits
	(In millions)
Unrecognized tax benefits balance at January 1, 2008	$	4.9
Gross increases – tax positions in prior periods		0.4
Gross decreases – tax positions in prior periods		(1.0	)
Unrecognized tax benefits balance at December 31, 2008	$	4.3
Gross increases – tax positions in prior periods		0.1
Gross decreases – tax positions in prior periods		(0.2	)
Unrecognized tax benefits balance at December 31, 2009	$	4.2
Gross increases – tax positions in prior periods		0.4
Settlements		(0.2	)
Unrecognized tax benefits balance at December 31, 2010	$	4.4

Ryerson and its subsidiaries are subject to U.S. federal income tax as well as income tax of multiple state and foreign jurisdictions. The Company has substantially concluded all U.S. federal income tax matters for years through 2007. Substantially all state and local income tax matters have been concluded through 2005. However, a change by a state in subsequent years would result in an insignificant change to the Company’s state tax liability. The Company has substantially concluded foreign income tax matters through 2006 for all significant foreign jurisdictions.

We recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2010 and 2009, we had approximately $0.3 million and $1.4 million of accrued interest related to uncertain tax positions, respectively. The decrease in interest during 2010 resulted primarily from a re-evaluation of jurisdictions where the Company has NOL carryforwards. Total amount of unrecognized tax benefits that would affect our effective tax rate if recognized is $2.4 million and $2.7 million as of December 31, 2010 and 2009, respectively.

Note 18: Subsequent Events

On March 14, 2011, Ryerson entered into an amended and restated Ryerson Credit Facility, effective immediately. The Ryerson Credit Facility, among other things consists of $1.35 billion in commitments from the lenders and extends the maturity date to the earlier of (a) March 11, 2016, (b) the date that occurs 90 days prior to the scheduled maturity date of the 2014 Notes if such notes are then outstanding and (c) the date that occurs 90 days prior to the scheduled maturity date of the 2015 Notes if such notes are then outstanding. Pricing under the Ryerson Credit Facility was also adjusted to reflect current market conditions. Pricing is not materially different from our original Ryerson Credit Facility.

28

EX-21.3

Exhibit 21.3

RYERSON CANADA, INC.

Annual Report for the period ended December 31, 2010

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Consolidated Financial Statements

	Page
Financial Statements
Report of Independent Auditors		1
Consolidated Statements of Operations for the years ended December 31, 2010, 2009 and 2008		2
Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008		3
Consolidated Balance Sheets at December 31, 2010 and 2009		4
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2010, 2009 and 2008		5
Notes to Consolidated Financial Statements		6

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholders of

Ryerson Canada, Inc.

We have audited the accompanying consolidated balance sheets of Ryerson Canada, Inc. and Subsidiary Companies (“the Company”) as of December 31, 2010 and 2009 and the related consolidated statements of operations, stockholders’ equity and cash flows of the Company for each of the years in the three year period ended December 31, 2010. These financial statements are the responsibility of management of the Company. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits 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. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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 our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2010 and 2009 and the consolidated results of their operations and their cash flows for each of the years in the three year period ended December 31, 2010, in conformity with U.S. generally accepted accounting principles.

	/s/ Ernst & Young LLP
Toronto, Canada,	Chartered Accountants
March 15, 2011	Licensed Public Accountants

1

RYERSON CANADA, INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, expressed in US Dollars)

	Year Ended December 31,
	2010			2009			2008
Net sales	$	384.8		$	308.7		$	553.3
Cost of materials sold		321.6			260.0			462.3
Gross profit		63.2			48.7			91.0
Warehousing, delivery, selling, general and administrative		60.0			52.5			61.8
Other postretirement benefits curtailment gain		—			(2.0	)		—
Operating profit (loss)		3.2			(1.8	)		29.2
Other expense:
Other income and (expense), net		(3.5	)		(11.6	)		—
Interest and other expense on debt		(0.9	)		(0.9	)		(0.9	)
Interest income (expense) on related party loans, net		1.0			1.7			(0.4	)
Income (loss) before income taxes		(0.2	)		(12.6	)		27.9
Provision (benefit) for income taxes		0.1			(1.4	)		9.4
Net income (loss)	$	(0.3	)	$	(11.2	)	$	18.5

See Notes to Consolidated Financial Statements.

2

RYERSON CANADA, INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions, expressed in US Dollars)

	Year Ended December 31,
	2010			2009			2008
Operating Activities:
Net income (loss)	$	(0.3	)	$	(11.2	)	$	18.5
Adjustments to reconcile net income to net cash provided (used in) by operating activities:
Depreciation and amortization		2.1			1.1			1.2
Deferred income taxes		(0.2	)		0.9			0.3
Provision for allowances, claims and doubtful accounts		0.1			0.2			0.5
Other postretirement benefits gain		—			(2.0	)		—
Change in operating assets and liabilities, net of effects of acquisitions:
Receivables		(19.2	)		24.8			22.2
Inventories		(1.8	)		14.0			21.8
Related party receivable/payable		(1.1	)		(2.3	)		2.6
Other assets		1.6			(0.7	)		(0.3	)
Accounts payable		3.8			(4.4	)		(13.3	)
Accrued liabilities		1.3			(1.5	)		(3.0	)
Accrued taxes payable/receivable		5.1			(2.3	)		(1.4	)
Deferred employee benefit costs		0.3			(0.4	)		(0.4	)
Other items		(0.1	)		—			(0.4	)
Net adjustments		(8.1	)		27.4			29.8
Net cash provided by (used in) operating activities		(8.4	)		16.2			48.3
Investing Activities:
Capital expenditures		(4.0	)		(1.9	)		(1.3	)
Proceeds from sales of property, plant and equipment		1.0			—			—
Loan to related parties		(35.0	)		(240.0	)		—
Loan repayment from related parties		—			240.0			30.0
Net cash provided by (used in) investing activities		(38.0	)		(1.9	)		28.7
Financing Activities:
Net decrease in book overdrafts		—			—			(5.3	)
Repayment of related party borrowings		(10.0	)		—			—
Net cash used in financing activities		(10.0	)		—			(5.3	)
Net increase (decrease) in cash and cash equivalents		(56.4	)		14.3			71.7
Effect of exchange rate changes on cash and cash equivalents		4.3			9.4			(11.2	)
Net change in cash and cash equivalents		(52.1	)		23.7			60.5
Cash and cash equivalents—beginning of period		84.2			60.5			—
Cash and cash equivalents—end of period	$	32.1		$	84.2		$	60.5
Supplemental Disclosures
Cash paid during the period for:
Interest paid to third parties	$	0.7		$	0.6		$	0.6
Interest paid to (received from) related parties		0.3			(1.8	)		0.8
Income taxes, net		(5.0	)		(0.5	)		9.8

See Notes to Consolidated Financial Statements.

3

RYERSON CANADA, INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED BALANCE SHEETS

(In millions, except share data, expressed in US Dollars)

	At December 31,
	2010			2009
Assets
Current assets:
Cash and cash equivalents	$	32.1		$	84.2
Receivables less provision for allowances, claims and doubtful accounts of $0.8 in 2010 and $0.8 in 2009		61.3			39.4
Related party receivable (Note 12)		0.8			—
Related party note receivable (Note 12)		35.0			—
Inventories (Note 2)		60.3			55.6
Prepaid expenses and other assets		3.1			8.2
Total current assets		192.6			187.4
Property, plant and equipment, net of accumulated depreciation (Note 3)		43.2			40.0
Intangible assets (Note 4)		1.1			1.1
Goodwill (Note 5)		7.1			6.6
Deferred income taxes (Note 15)		3.8			3.4
Other assets		0.8			1.2
Total assets	$	248.6		$	239.7
Liabilities
Current liabilities:
Accounts payable	$	16.5		$	11.3
Related party payable (Note 12)		—			0.2
Accrued liabilities:
Salaries, wages and commissions		1.0			0.5
Other accrued liabilities		4.2			1.2
Current portion of deferred employee benefits		1.2			1.1
Total current liabilities		22.9			14.3
Related party long-term debt (Note 7)		—			10.0
Deferred employee benefits (Note 8)		24.2			21.9
Other noncurrent liabilities		0.2			1.3
Total liabilities		47.3			47.5
Commitments and Contingencies (Note 9)
Stockholders’ Equity
Common stock - unlimited shares authorized; 100 shares issued in 2010 and 2009 (Note 10)		—			—
Additional paid-in capital		204.6			204.6
Retained earnings		12.2			12.5
Accumulated other comprehensive loss		(15.5	)		(24.9	)
Total stockholders’ equity		201.3			192.2
Total liabilities and stockholders’ equity	$	248.6		$	239.7

See Notes to Consolidated Financial Statements.

4

RYERSON CANADA, INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In millions, except share data, expressed in US Dollars)

										Accumulated Other Comprehensive Income (Loss)
	Common Stock				Additional Paid-In Capital		Retained Earnings			Foreign Currency Translation			Benefit Plan Liabilities			Total
	Shares		Dollars		Dollars		Dollars			Dollars			Dollars			Dollars
Balance at January 1, 2008		100	$	—	$	204.6	$	5.2		$	(2.5	)	$	(3.9	)	$	203.4
Net income		—		—		—		18.5			—			—			18.5
Foreign currency translation		—		—		—		—			(43.3	)		—			(43.3	)
Changes in unrecognized benefit costs (net of tax provision of $1.3)		—		—		—		—			—			0.7			0.7
Balance at December 31, 2008		100	$	—	$	204.6	$	23.7		$	(45.8	)	$	(3.2	)	$	179.3
Net loss		—		—		—		(11.2	)		—			—			(11.2	)
Foreign currency translation		—		—		—		—			28.4			—			28.4
Changes in unrecognized benefit costs (net of tax benefit of $1.8)		—		—		—		—			—			(4.3	)		(4.3	)
Balance at December 31, 2009		100	$	—	$	204.6	$	12.5		$	(17.4	)	$	(7.5	)	$	192.2
Net loss		—		—		—		(0.3	)		—			—			(0.3	)
Foreign currency translation		—		—		—		—			10.1			—			10.1
Changes in unrecognized benefit costs (net of tax benefit of $0.7)		—		—		—		—			—			(0.7	)		(0.7	)
Balance at December 31, 2010		100	$	—	$	204.6	$	12.2		$	(7.3	)	$	(8.2	)	$	201.3

See Notes to Consolidated Financial Statements.

5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Statement of Accounting and Financial Policies

Business Description and Basis of Presentation. Ryerson Canada, Inc., a Canadian corporation (“Ryerson Canada”) conducts materials distribution operations in Canada. Unless the context indicates otherwise, Ryerson Canada, together with its subsidiaries, is collectively referred to herein as “we,” “us,” “our,” or the “Company.” Ryerson Canada is a wholly-owned subsidiary of Ryerson Inc. (“Ryerson”), a U.S. Company. Ryerson, a Delaware corporation, is a wholly-owned subsidiary of Ryerson Holding Corporation (“Ryerson Holding”).

On October 19, 2007, the merger (the “Platinum Acquisition”) of Rhombus Merger Corporation (“Merger Sub”), a Delaware corporation and a wholly-owned subsidiary of Ryerson Holding, with and into Ryerson, was consummated in accordance with the Agreement and Plan of Merger, dated July 24, 2007, by and among Ryerson, Ryerson Holding and Merger Sub (the “Merger Agreement”). Upon the closing of the Platinum Acquisition, Ryerson, including Ryerson Canada, became wholly-owned direct and indirect subsidiaries of Ryerson Holding. Ryerson Holding is 99% owned by affiliates of Platinum Equity, LLC.

Fiscal Year. Prior to 2008, the Company reported results of operations based on a fiscal year ending on the last Friday in December. In 2008, the Company amended its bylaws to make its fiscal year end December 31 consistent with Ryerson. All periods presented had a fiscal year end of December 31. Fiscal year 2007 ended on December 28, resulting in fiscal year 2008 including three additional days. The use of the different fiscal period for the Company did not have a material impact on the Company’s results of operations.

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, 2010 or 2009.

Use of Estimates. The preparation of financial statements in conformity with GAAP 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.

Reclassifications. Certain prior period amounts have been reclassified to conform to the 2010 presentation.

Revenue Recognition. Revenue is recognized in accordance with FASB ASC 605, “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. Revenue is recorded net of returns, allowances, customer discounts and incentives. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net (excluded from revenues) basis.

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. Provisions for allowances and claims are based upon historical rates, expected trends and estimates of potential returns, allowances, customer discounts and incentives. The Company considers all available information when assessing the adequacy of the provision for allowances, claims and doubtful accounts.

Shipping and Handling Fees and Costs. Shipping and handling fees billed to customers are classified in “Net Sales” in our Consolidated Statement of Operations. Shipping and handling costs, primarily distribution costs, are classified in “Warehousing, delivery, selling, general and administrative” expenses in our Consolidated Statement of Operations. These costs totaled $7.2 million, $5.0 million, and $8.2 million for the years ended December 31, 2010, 2009 and 2008, respectively.

Benefits for Retired Employees. The Company recognizes the funded status of its defined benefit pension and other postretirement plans in the Consolidated Balance Sheet, with changes in the funded status recognized through accumulated other comprehensive income (loss), net of tax, in the year in which the changes occur. The estimated cost of the Company’s defined benefit pension plan and its postretirement medical benefits are determined annually after considering information provided by consulting actuaries. Key factors used in developing estimates of these liabilities include assumptions related to discount rates, rates of return on

6

investments, future compensation costs, healthcare cost trends, benefit payment patterns and other factors. The cost of these benefits for retirees is accrued during their term of employment. Pensions are funded in accordance with the requirements of the Ontario Pension Benefits Act into a trust established for the Ryerson Canada Pension Plans. Costs for retired employee medical benefits are funded when claims are submitted. Certain employees are covered by a defined contribution plan, for which the cost is expensed in the period earned.

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 were zero at December 31, 2010 and 2009, respectively.

Inventory Valuation. Inventories are stated at the lower of cost or market value. The Company uses the weighted-average cost method for valuing inventories.

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 in all periods presented is based on the following estimated useful lives of the assets:

Land improvements	20 years
Buildings	45 years
Machinery and equipment	15 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 FASB ASC 350, “Intangibles – Goodwill and Other” (“ASC 350”), 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 a market approach 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 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. The Company performs its annual impairment testing during the fourth quarter and determined that there was no impairment in 2010.

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.

Deferred financing costs associated with the issuance of debt are being amortized using the effective interest method over the life of the debt.

Income Taxes. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company follows detailed guidelines in each tax jurisdiction when reviewing tax assets recorded on the balance sheet and provides for valuation allowances when it is more likely than not that the asset will not be realized.

Foreign Currency. The Company translates its assets and liabilities, for which the functional currency is the Canadian dollar, 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.

7

For foreign currency transactions, the Company translates these amounts to the Company’s functional currency at the exchange rate effective on the invoice date. If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the period. The Company recognized a $4.0 million exchange loss, $13.3 million exchange loss, and $0.1 million exchange gain for the years ended December 31, 2010, 2009 and 2008, respectively. These amounts are primarily classified in “Other income and expense, net” in our Consolidated Statement of Operations.

Recent Accounting Pronouncements

In January 2010, the FASB issued ASU 2010-6, “Improving Disclosures About Fair Value Measurements” (“ASU 2010-6”), which requires reporting entities to make new disclosures about recurring or nonrecurring fair-value measurements including significant transfers into and out of Level 1 and Level 2 fair value measurements and information on purchases, sales, issuances, and settlements on a gross basis in the reconciliation of Level 3 fair value measurements. ASU 2010-6 is effective for interim and annual reporting periods beginning after December 15, 2009, except for Level 3 reconciliation disclosures which are effective for interim and annual periods beginning after December 15, 2010. We adopted the requirements within ASU 2010-6 as of January 1, 2010, except for the Level 3 reconciliation disclosures which will be adopted as of January 1, 2011. The adoption did not have an impact on our financial statements.

In December 2010, the FASB issued ASU No. 2010-28, “When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts.” This ASU updates ASC Topic 350, “Intangibles—Goodwill and Other,” to amend the criteria for performing Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts and requires performing Step 2 if qualitative factors indicate that it is more likely than not that a goodwill impairment exists. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2010. The Company does not have any reporting units with zero or negative carrying amounts as of December 31, 2010. We will adopt this guidance prospectively beginning January 1, 2011.

In December 2010, the FASB issued ASU No. 2010-29, “Disclosure of Supplementary Pro Forma Information for Business Combinations” to specify that if a company presents comparative financial statements, it should disclose revenue and earnings of the combined entity as though the business combination that occurred during the current period, occurred at the beginning of the comparable prior annual reporting period only. This guidance is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted. We will adopt this guidance prospectively beginning January 1, 2011. It is not expected to have a significant impact on the Company.

Note 2: Inventories

Inventories were classified on December 31 as follows:

	At December 31,
	2010		2009
	(In millions)
In process and finished products	$	60.3	$	55.6

Substantially all of our inventories consist of finished products.

Note 3: Property, Plant and Equipment

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

	At December 31,
	2010			2009
	(In millions)
Land and land improvements	$	10.4		$	10.3
Buildings and leasehold improvements		14.2			14.0
Machinery, equipment and other		24.3			17.8
Construction in progress		—			1.5
Total		48.9			43.6
Less: Accumulated depreciation		(5.7	)		(3.6	)
Net property, plant and equipment	$	43.2		$	40.0

8

Note 4: Intangible Assets

The following summarizes the components of intangible assets at December 31, 2010 and 2009:

	At December 31, 2010							At December 31, 2009
Amortized intangible assets	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
	(In millions)
Customer relationships	$	1.4	$	(0.3	)	$	1.1	$	1.3	$	(0.2	)	$	1.1

Amortization expense related to intangible assets for the years ended December 31, 2010, 2009 and 2008 was $0.1 million, $0.1 million and $0.1 million, respectively.

Other intangible assets are amortized over a period of 13 years. Estimated amortization expense related to intangible assets at December 31, 2010, for each of the years in the five year period ending December 31, 2015 and thereafter is as follows:

	Estimated Amortization Expense
	(In millions)
For the year ended December 31, 2011	$	0.1
For the year ended December 31, 2012		0.1
For the year ended December 31, 2013		0.1
For the year ended December 31, 2014		0.1
For the year ended December 31, 2015		0.1
For the years ended thereafter		0.6

Note 5: Goodwill

The following is a summary of changes in the carrying amount of goodwill for the years ended December 31, 2010 and 2009:

	Carrying Amount
	(In millions)
Balance at January 1, 2009	$	5.7
Changes due to foreign currency translation		0.9
Balance at December 31, 2009	$	6.6
Changes due to foreign currency translation		0.5
Balance at December 31, 2010	$	7.1

The goodwill balance of $5.7 million at January 1, 2009 resulted entirely from the Platinum Acquisition.

Note 6: Restructuring Charges

The following summarizes restructuring accrual activity for the years ended December 31, 2009 and 2008. There were no restructuring activities for the year ended December 31, 2010.

	Employee Related Costs
	(In millions)
Balance at January 1, 2008	$	1.5
Adjustment to exit plan liability		0.3
Cash payments		(1.4	)
Balance at December 31, 2008	$	0.4
Adjustment to exit plan liability		(0.1	)
Cash payments		(0.3	)
Balance at December 31, 2009	$	—

9

2009

During 2009, the Company paid $0.3 million related to the exit plan liability recorded on October 19, 2007, as part of the Platinum Acquisition. The Company also recorded a $0.1 million reduction in the exit plan liability assumed in the acquisition due to lower employee severance costs than anticipated in the initial restructuring plan.

2008

During 2008, the Company paid $1.4 million related to the exit plan liability recorded on October 19, 2007, as part of the Platinum Acquisition. The Company also recorded a $0.3 million increase to the exit plan liability assumed in the acquisition due to 8 more employee terminations than anticipated in the initial restructuring plan.

Note 7: Long-Term Debt / Related Party Long-Term Debt

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

	At December 31,
	2010		2009
	(In millions)
Ryerson Credit Facility	$	—	$	—
Related Party Long-term Debt		—		10.0
Total long-term debt	$	—	$	10.0

As of December 31, 2010, there are no principal payments required to be made on debt during the next five fiscal years or thereafter.

Ryerson Credit Facility

On October 19, 2007, Merger Sub, together with certain of its affiliates including Ryerson Canada, entered into the Ryerson Credit Facility a $1.35 billion revolving credit facility agreement with a maturity date of October 18, 2012 which has since been amended to the earliest of (a) March 14, 2016, (b) the date that occurs 90 days prior to the scheduled maturity date of the Floating Rate Senior Secured Notes due November 1, 2014 (“2014 Notes”), if the 2014 Notes are then outstanding and (c) the date that occurs 90 days prior to the scheduled maturity date of the 12% Senior Secured Notes due November 1, 2015 (“2015 Notes”) (together, with the 2014 Notes, the “Ryerson Notes”), if the 2015 Notes are then outstanding. The total $1.35 billion revolving credit facility has an allocation of $1.2 billion to Ryerson’s affiliates in the United States and an allocation of $150 million to Ryerson Canada.

At December 31, 2010, the Company had no outstanding borrowings, no letters of credit issued and $81.9 million available under its $150 million allocated portion of the $1.35 billion Ryerson Credit Facility compared to no outstanding borrowings, no letters of credit issued and $63.3 million available at December 31, 2009. Total credit availability is limited by the amount of eligible account receivables and inventory pledged as collateral under the agreement insofar as the Company is subject to a borrowing base comprised of the aggregate of these two amounts, less applicable reserves. Eligible account receivables, at any date of determination, are comprised of the aggregate value of all accounts directly created by a borrower in the ordinary course of business arising out of the sale of goods or the rendition of services, each of which has been invoiced, with such receivables adjusted to exclude various ineligible accounts, including, among other things, those to which a borrower does not have sole and absolute title and accounts arising out of a sale to an employee, officer, director, or affiliate of the borrower.

Amounts outstanding under the Ryerson Credit Facility bear interest at a rate determined by reference to the Canadian base rate (Bank of America-Canada Branch’s “Base Rate” for loans in U.S. Dollars in Canada) or the BA rate (average annual rate applicable to Canadian Dollar bankers’ acceptances) or a LIBOR rate and the Canadian prime rate (Bank of America-Canada Branch’s “Prime Rate.”). The spread over the base rate and Canadian prime rate is between 0.25% and 1.00% and the spread over the LIBOR and for the bankers’ acceptances is between 1.25% and 2.00%, 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. The Company also pays commitment fees on amounts not borrowed at a rate between 0.25% and 0.35% depending on the average borrowings as a percentage of the total $150 million agreement during a rolling three month period.

Borrowings under the Ryerson Credit Facility are secured by first-priority liens on all of the inventory, accounts receivable, lockbox accounts and related assets of Ryerson Canada.

The Ryerson Credit Facility contains covenants that, among other things, restrict Ryerson Canada with respect to the incurrence of debt, the creation of liens, transactions with affiliates, mergers and consolidations, sales of assets and acquisitions. The Ryerson Credit Facility also requires that, if availability under such facility declines to a certain level, Ryerson maintain a minimum fixed charge coverage ratio as of the end of each fiscal quarter.

10

The Ryerson Credit Facility contains events of default with respect to, among other things, default in the payment of principal when due or the payment of interest, fees and other amounts after a specified grace period, material misrepresentations, failure to perform certain specified covenants, certain bankruptcy events, the invalidity of certain security agreements or guarantees, material judgments and the occurrence of a change of control of Ryerson Holding. If such an event of default occurs, the lenders under the Ryerson Credit Facility will be entitled to various remedies, including acceleration of amounts outstanding under the Ryerson Credit Facility and all other actions permitted to be taken by secured creditors.

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

Related Party Long-Term Debt

On November 21, 2000, the Company borrowed $15 million from a subsidiary of Ryerson. The Note bears interest at a rate of 7.5% per annum. The Note had an initial term of one year and automatically renewed for an additional one year term each year upon maturity. At December 31, 2009, the balance outstanding was $10.0 million. Ryerson Canada paid the balance in full in June 2010.

Note 8: Employee Benefits

The Company accounts for its pension and postretirement plans in accordance with FASB ASC 715, “Compensation – Retirement Benefits” (“ASC 715”). In addition to requirements for 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 and to recognize changes in the funded status of a defined benefit postretirement plan in the year in which the changes occur, ASC 715 requires an employer to measure a plan’s assets and its obligations that determine its funded status as of the end of the employer’s fiscal year.

For the years ended December 31, 2010, 2009, and 2008, expense recognized for the Company’s defined contribution plan was $1.1 million, $1.0 million, and $0.7 million, respectively.

In February and December 2009, the Company amended the terms of two of our post-retirement medical and life insurance plans which effectively eliminated benefits to a group of employees unless these individuals agreed to retire by October 1, 2010. These actions met the definition of a curtailment under FASB ASC 715-30-15 and resulted in a curtailment gain of $2.0 million for the year ended December 31, 2009.

The Company has other deferred employee benefit plans, including supplemental pension plans, the liability for which totaled $3.7 million and $4.0 million at December 31, 2010 and 2009, respectively.

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 December 31 measurement date to determine the pension and other postretirement benefit information.

The assumptions used to determine benefit obligations at the end of the periods and net periodic benefit costs for the Pension Benefits for Canadian plans were as follows:

	Year Ended December 31,
	2010			2009			2008
Discount rate for calculating obligations		5.25	%		5.75	%		7.50	%
Discount rate for calculating net periodic benefit cost		5.75			7.50			5.50
Expected rate of return on plan assets		7.00			7.00			7.00
Rate of compensation increase		3.50			3.50			3.50

The expected rate of return on Canadian plan assets is 7.00% for 2011.

11

The assumptions used to determine benefit obligations at the end of the periods and net periodic benefit costs for the Other Postretirement Benefits, primarily healthcare, for Canadian plans were as follows:

	Year Ended December 31,
	2010			2009			2008
Discount rate for calculating obligations		5.25	%		5.75	%		7.50	%
Discount rate for calculating net periodic benefit cost		5.75			7.50			5.50
Rate of compensation increase		3.50			3.50			3.50

	Year Ended December 31,
	Pension Benefits						Other Benefits
	2010			2009			2010			2009
	(In millions)
Change in Benefit Obligation
Benefit obligation at beginning of period	$	49		$	35		$	15		$	14
Service cost		1			1			—			—
Interest cost		3			3			1			1
Actuarial (gain) loss		2			7			1			1
Curtailment gain		—			—			—			(2	)
Effect of changes in exchange rates		3			6			1			2
Benefits paid (net of participant contributions)		(3	)		(3	)		(1	)		(1	)
Benefit obligation at end of period	$	55		$	49		$	17		$	15
Accumulated benefit obligation at end of period	$	50		$	46			N/A			N/A
Change in Plan Assets
Plan assets at fair value at beginning of period	$	46		$	35		$	—		$	—
Actual return (loss) on plan assets		5			7			—			—
Employer contributions		1			1			1			1
Effect of changes in exchange rates		2			6			—			—
Benefits paid (net of participant contributions)		(3	)		(3	)		(1	)		(1	)
Plan assets at fair value at end of period	$	51		$	46		$	—		$	—
Reconciliation of Amount Recognized
Funded status	$	(4	)	$	(3	)	$	(17	)	$	(15	)
Amounts recognized in balance sheet consist of:
Current liabilities	$	—		$	—		$	(1	)	$	(1	)
Noncurrent liabilities		(4	)		(3	)		(16	)		(14	)
Net benefit liability at the end of the period	$	(4	)	$	(3	)	$	(17	)	$	(15	)

Amounts recognized in accumulated other comprehensive income (loss) at December 31, 2010 and 2009 consist of the following:

	At December 31,
	Pension Benefits				Other Benefits
	2010		2009		2010			2009
	(In millions)
Amounts recognized in accumulated other comprehensive income (loss), pre–tax, consists of
Net actuarial loss (gain)	$	13	$	12	$	(1	)	$	(2	)

Net actuarial losses of $0.5 million for pension benefits are expected to be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost over the next fiscal year.

12

Amounts recognized in other comprehensive income (loss) for the years ended December 31, 2010 and 2009 consist of the following:

	Year Ended December 31,
	Pension Benefits				Other Benefits
	2010		2009		2010		2009
	(In millions)
Amounts recognized in other comprehensive income (loss), pre–tax, consists of
Net actuarial loss	$	—	$	3	$	1	$	1

For measurement purposes for Canadian plans at December 31, 2010, the annual rate of increase in the per capita cost of covered health care benefits was 12 percent per annum, grading down to 5 percent in 2023, the level at which it is expected to remain. For measurement purposes for Canadian plans at December 31, 2009, the annual rate of increase in the per capita cost of covered health care benefits was 12 percent per annum, grading down to 5 percent in 2023, the level at which it is expected to remain. For measurement purposes at December 31, 2008, the annual rate of increase in the per capita cost of covered health care benefits for the Company’s salaried plan was 10 percent per annum, grading down to 6 percent in 2012, and 12 percent per annum, grading down to 6 percent in 2014 for the Company’s bargaining plan, the level at which it is expected to remain.

The components of the Company’s net periodic benefit cost for the years ended December 31, 2010, 2009 and 2008 are as follows:

	Year Ended December 31,
	Pension Benefits									Other Benefits
	2010			2009			2008			2010		2009			2008
	(In millions)
Components of net periodic benefit cost
Service cost	$	1		$	1		$	1		$	—	$	—		$	—
Interest cost		3			3			2			1		1			1
Expected return on assets		(3	)		(3	)		(3	)		—		—			—
Curtailment gain		—			—			—			—		(2	)		—
Net periodic benefit cost	$	1		$	1		$	—		$	1	$	(1	)	$	1

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 Canadian plans, the annual rate of increase in the per capita cost of covered health care benefits was 12 percent for the year ended December 31, 2010, grading down to 5 percent in 2023. 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	$	0.1	$	(0.1	)
Effect on postretirement benefit obligation		2.2		(1.8	)

Pension Trust Assets

The expected long-term rate of return on pension trust assets is 7.0% based on the historical investment returns of the trust, the forecasted returns of the asset classes and a survey of comparable pension plan sponsors.

13

The Company’s pension trust weighted-average asset allocations at December 31, 2010 and 2009, by asset category are as follows:

	Trust Assets at December 31,
	2010			2009
Equity securities		61.5	%		61.0	%
Debt securities		38.5			39.0
Total		100.0	%		100.0	%

The Board of Directors of Ryerson has general supervisory authority over the Pension Trust Fund and approves the investment policies and plan asset target allocation. An internal Ryerson 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; and real estate. Ryerson 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 allocations as of the December 31, 2010 and 2009 measurement dates were as follows:

	At December 31,
	2010			2009
Equity securities		60	%		60	%
Debt securities		40			40
Total		100	%		100	%

The fair value of Ryerson’s pension plan assets at December 31, 2010 by asset category are as follows. See Note 14 for the definitions of Level 1, 2, and 3 fair value measurements.

	Fair Value Measurements at December 31, 2010
Asset Category	Total		Level 1		Level 2		Level 3
					(In millions)
Cash	$	—	$	—	$	—	$	—
Equity securities:
Canadian large cap		14.7		14.7		—		—
Canadian small cap		1.2		1.2		—		—
International large cap		6.7		6.7		—		—
International small/mid cap		1.1		1.1		—		—
Other International companies		7.5		7.5		—		—
Fixed income securities:
Investment grade debt		19.5		19.5		—		—
Non-investment grade debt		—		—		—		—
Total	$	50.7	$	50.7	$	—	$	—

14

The fair value of Ryerson’s pension plan assets at December 31, 2009 by asset category are as follows:

	Fair Value Measurements at December 31, 2009
Asset Category	Total		Level 1		Level 2		Level 3
					(In millions)
Cash	$	0.3	$	0.3	$	—	$	—
Equity securities:
Canadian large cap		12.9		12.9		—		—
Canadian small cap		1.1		1.1		—		—
International large cap		5.9		5.9		—		—
International small/mid cap		0.9		0.9		—		—
Other International companies		6.9		6.9		—		—
Fixed income securities:
Investment grade debt		17.8		17.8		—		—
Non-investment grade debt		0.1		0.1		—		—
Total	$	45.9	$	45.9	$	—	$	—

Securities listed on one or more national securities exchanges are valued at their last reported sales price on the date of valuation. If no sale occurred on the valuation date, the security is valued at the mean of the last “bid” and “ask” prices on the valuation date.

Corporate and government bonds which are not listed or admitted to trading on any securities exchanges are valued at the average mean of the last bid and ask prices on the valuation date based on quotations supplied by recognized quotation services or by reputable broker dealers.

Contributions

The Company contributed $0.8 million, $1.3 million and $1.8 million for the years ended December 31, 2010, 2009 and 2008, respectively, to improve the funded status of the pension plans. At December 31, 2010, the Company anticipates that it will have a minimum required pension contribution funding of approximately $0.7 million in 2011.

Estimated Future Benefit Payments

	Pension Benefits		Other Benefits
	(In millions)
2011	$	3.1	$	0.9
2012		3.2		0.9
2013		3.2		0.9
2014		3.1		1.0
2015		3.1		1.0
2016-2020		14.1		7.2

Note 9: Commitments and Contingencies

Lease Obligations & Other

The Company leases buildings and equipment under noncancelable operating leases expiring in various years through 2025. Future minimum rental commitments for operating leases are estimated to total $52.0 million, including approximately $5.5 million in 2011, $5.0 million in 2012, $4.3 million in 2013, $4.2 million in 2014, $4.2 million in 2015 and $28.8 million thereafter.

Rental expense under operating leases totaled $6.5 million, $5.0 million and $6.3 million for the years ended December 31, 2010, 2009 and 2008, respectively.

To fulfill contractual requirements for certain customers in 2010, the Company has entered into certain fixed-price noncancellable contractual obligations. These purchase obligations which will all be paid in 2011 aggregated to $2.2 million at December 31, 2010.

15

The Company has pledged as collateral on a senior secured basis 65% of its capital stock or other equity interests in connection with Ryerson debt outstanding at December 31, 2010. The Company has pledged as collateral on a second-priority basis by a lien the assets that secure Ryerson obligations under the revolving Ryerson Credit Facility.

There are various claims and pending actions against the Company. The amount of liability, if any, for those claims and actions at December 31, 2010 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.

Concentrations of Various Risks

The Company’s financial instruments consist of cash, accounts receivable, derivative instruments, notes receivable, and accounts payable. In the case of cash, accounts receivable, notes receivable and accounts payable, the carrying amount on the balance sheet approximates the fair values due to the short-term nature of these instruments. The derivative instruments are marked to market each period.

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash, derivative financial instruments, and trade accounts receivable. As of December 31, 2010, the Company has all of its outstanding cash with two major financial institutions. Our derivative financial instruments are contracts placed with major financial institutions. Credit is generally extended to customers based upon an evaluation of each customer’s financial condition, with terms consistent in the industry and no collateral required. Concentrations of credit risk with respect to trade accounts receivable are limited due to the large number of customers and their dispersion across geographic areas.

Approximately 19% of our total labor force is covered by collective bargaining agreements. There are no collective bargaining agreements that will expire in fiscal 2011. We believe that our overall relationship with the Company employees is good.

Note 10: Stockholders’ Equity

Ryerson Canada is a wholly-owned subsidiary of Ryerson Inc. As of December 31, 2010, the Company had 100 shares of common stock issued and outstanding with no par value. The common stock of the Company does not contain any conversion or unusual voting rights.

Note 11: Comprehensive Income

The following sets forth the components of comprehensive income:

	Year Ended December 31,
	2010			2009			2008
	(In millions)
Net income (loss)	$	(0.3	)	$	(11.2	)	$	18.5
Other comprehensive income (loss):
Foreign currency translation adjustments		10.1			28.4			(43.3	)
Changes in unrecognized benefit costs, net of tax benefit of $0.7 in 2010, tax benefit of $1.8 in 2009, and tax provision of $1.3 in 2008		(0.7	)		(4.3	)		0.7
Comprehensive income (loss)	$	9.1		$	(12.9	)	$	(24.1	)

Note 12: Related Parties

The Company loaned a subsidiary of Ryerson $30.0 million on December 27, 2007 with a term of 60 days. Interest income accrued on a straight-line basis at a rate of 6.5% per annum. The loan was repaid in February 2008. The Company loaned a subsidiary of Ryerson $70.0 million on March 30, 2009, $80.0 million on June 29, 2009 and $90.0 million on September 29, 2009, with terms of 46 days, 40 days and 38 days, respectively. All amounts were repaid on the maturity dates. Interest income accrued on a straight-line basis at a rate of 9.0% per annum for all 2009 loans. The Company loaned a subsidiary of Ryerson $35.0 million on July 8, 2010 with a repayment date of December 31, 2011. Interest income is accrued on a straight-line basis at a rate of 8.0% per annum.

At December 31, 2010 and 2009, the Company had a $0.8 million related party receivable and a $0.2 million related party payable, respectively, primarily for general services. The Company pays Ryerson an annual management fee. The management fee was $2.9 million in 2010, $3.7 million in 2009 and $4.6 million in 2008. The Company also purchases some inventory from Ryerson. Purchases were $6.5 million in 2010, $4.1 million in 2009 and $14.1 million in 2008.

16

Note 13: Sales by Product

The Company derives substantially all of its sales from the distribution of metals. The following table shows the Company’s percentage of sales by major product line:

	Year Ended December 31,
Product Line	2010			2009			2008
	(Percentage of Sales)
Stainless		43	%		41	%		39	%
Aluminum		28			31			29
Carbon flat rolled		14			13			9
Carbon plate, bars, tubing and structurals		9			5			7
Other		6			10			16
Total		100	%		100	%		100	%

No customer accounted for more than 5 percent of Company sales for the years ended December 31, 2010, 2009 and 2008. Substantially all of the Company’s sales are made to Canadian customers.

Note 14: Derivatives and Fair Value of Financial Instruments

Derivatives

The Company is exposed to certain risks relating to its ongoing business operations. The primary risks managed by using derivative instruments are foreign currency risk and commodity price risk. We use foreign currency exchange contracts to hedge our variability in cash flows from the forecasted payment of currencies other than the functional currency. From time to time, we may enter into fixed price sales contracts with our customers for certain of our inventory components. We may enter into metal commodity futures and options contracts periodically to reduce volatility in the price of these metals. The Company currently does not account for its derivative contracts as hedges but rather marks them to market with a corresponding offset to current earnings. The Company regularly reviews the creditworthiness of its derivative counterparties and does not expect to incur a significant loss from the failure of any counterparties to perform under any agreements.

The following table summarizes the location and fair value amount of our derivative instruments reported in our consolidated balance sheet as of December 31, 2010 and 2009:

	Asset Derivatives						Liability Derivatives
	December 31, 2010			December 31, 2009			December 31, 2010			December 31, 2009
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
	(In millions)
Derivatives not designated as hedging instruments under ASC 815
Foreign exchange contracts	N/A	$	—	N/A	$	—	Other accrued liabilities	$	0.3	Other noncurrent liabilities	$	0.1
Commodity contracts	Related party receivable		0.2	Related party payable		0.5	N/A		—	N/A		—
Total derivatives		$	0.2		$	0.5		$	0.3		$	0.1

As of December 31, 2010 and 2009, the Company’s foreign currency exchange contracts had a U.S. dollar notional amount of $7.1 million and $15.9 million, respectively. As of December 31, 2010 and 2009, the Company had 14 and 301 tons, respectively, of nickel futures or option contracts related to forecasted purchases. The Company entered into a hot roll steel coil option contract in 2010 related to forecasted purchases, which had a notional amount of 2,325 tons as of December 31, 2010. The company entered into an aluminum price swap in 2010 related to forecasted purchases, which had a notional amount of 64 tons as of December 31, 2010.

17

The following table summarizes the location and amount of gains and losses reported in our consolidated statement of operations for the years ended December 31, 2010, 2009 and 2008:

		Amount of Gain/(Loss) Recognized in Income on  Derivatives
		Year Ended December 31,
Derivatives not designated as hedging instruments under ASC 815	Location of Gain/(Loss) Recognized in Income on Derivative	2010			2009			2008
		(In millions)
Foreign exchange contracts	Other income and (expense), net	$	(0.3	)	$	(0.3	)	$	0.4
Commodity contracts	Cost of materials sold		(0.5	)		2.9			(2.5	)
Total		$	(0.8	)	$	2.6		$	(2.1	)

Fair Value of Financial Instruments

As permitted by ASC 820-10-65-1, the Company adopted the nonrecurring fair value measurement disclosures for nonfinancial assets and liabilities. To increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

1. Level 1—quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the reporting date.

2. Level 2—inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.

3. Level 3—unobservable inputs, such as internally-developed pricing models for the asset or liability due to little or no market activity for the asset or liability.

The following table presents assets and liabilities measured and recorded at fair value on our Consolidated Balance Sheets on a recurring basis and their level within the fair value hierarchy as of December 31, 2010:

	At December 31, 2010
	Level 1		Level 2		Level 3
	(In millions)
Assets
Cash equivalents:
Commercial paper	$	18.1	$	—	$	—
Mark-to-market derivatives:
Commodity contracts	$	—	$	0.2	$	—
Liabilities
Mark-to-market derivatives:
Foreign exchange contracts	$	—	$	0.3	$	—

The fair value of each derivative contract is determined using Level 2 inputs and the market approach valuation technique, as described in ASC 820. The Company has various commodity derivatives to lock in nickel prices for varying time periods. The fair value of these derivatives is determined based on the spot price each individual contract was purchased at and compared with the one-month daily average actual spot price on the London Metals Exchange for nickel on the valuation date. The Company also has commodity derivatives to lock in hot roll coil and aluminum prices for varying time periods. The fair value of these derivatives is determined based on the spot price each individual contract was purchased at and compared with the one-month daily average actual spot price on the New York Mercantile Exchange for the commodity on the valuation date. In addition, the Company has numerous foreign exchange contracts to hedge our variability in cash flows from the forecasted payment of currencies other than the functional currency, the Canadian dollar. The Company defines the fair value of foreign exchange contracts as the amount of the difference between the contracted and current market value at the end of the period. The Company estimates the current market value of foreign exchange contracts by obtaining month-end market quotes of foreign exchange rates and forward rates for contracts with similar terms. The Company uses the exchange rates provided by Reuters. Each contract term varies in the number of months, but on average is between 3 to 12 months in length.

18

The carrying and estimated fair values of the Company’s financial instruments at December 31, 2010 and 2009 were as follows:

	At December 31, 2010				At December 31, 2009
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(In millions)
Cash and cash equivalents	$	32.1	$	32.1	$	84.2	$	84.2
Receivables less provision for allowances, claims and doubtful accounts		61.3		61.3		39.4		39.4
Related party note receivable		35.0		35.0		—		—
Accounts payable		16.5		16.5		11.3		11.3
Related party debt		—		—		10.0		10.0

The estimated fair value of the Company’s cash and cash equivalents, receivables less provision for allowances, claims and doubtful accounts, related party note receivable, accounts payable, and related party debt approximate their carrying amounts due to the short-term nature of these financial instruments.

Note 15: Income Taxes

The elements of the provision for income taxes were as follows:

	Year Ended December 31,
	2010			2009			2008
	(In millions)
Income (loss) before income tax	$	(0.2	)	$	(12.6	)	$	27.9
Current income taxes (benefit):
Canadian	$	0.3		$	(2.3	)	$	9.1
Deferred income taxes
Canadian		(0.2	)		0.9			0.3
Total income tax provision (benefit)	$	0.1		$	(1.4	)	$	9.4

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

	Year Ended December 31,
	2010			2009			2008
	(In millions)
Statutory Canadian federal and provincial income taxes	$	(0.1	)	$	(4.0	)	$	9.0
Non-deductible expenses		0.2			1.9			0.2
All other, net		—			0.7			0.2
Total income tax provision (benefit)	$	0.1		$	(1.4	)	$	9.4

As of December 31, 2010 and 2009, the Company has recorded a $0.7 million income tax payable and $4.0 million income tax receivable, respectively.

19

The components of the deferred income tax assets and liabilities arising under FASB ASC 740, “Income Taxes” (“ASC 740”) were as follows:

	At December 31,
	2010		2009
	(In millions)
Deferred tax assets:
Post-retirement benefits other than pensions	$	4.5	$	5.9
Pension benefits		2.0		1.0
Bad debt allowances		0.2		0.2
Inventory basis differences		0.3		0.2
Capital loss carryforward		0.8		1.8
Other deductible temporary differences		1.2		0.8
	$	9.0	$	9.9
Deferred tax liabilities:
Fixed asset basis difference	$	5.2	$	6.1
Other temporary differences		—		0.4
		5.2		6.5
Net deferred tax asset	$	3.8	$	3.4

Effective January 1, 2007, the Company adopted the provisions of ASC 740 relating to the accounting for uncertainty in income taxes. These provisions clarify the accounting for uncertainty in income taxes to be recognized in an enterprise’s financial statements and prescribe a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company has concluded that there are no significant uncertain tax positions requiring recognition in our financial statements.

The Company’s tax years ended December 31, 2007 through 2010 remain subject to examination by Canadian federal and provincial tax jurisdictions as of December 31, 2010.

The Company may from time to time be assessed interest or penalties by major tax jurisdictions, although any such assessments historically have been minimal and immaterial to our financial results. In the event we have received an assessment for interest and/or penalties, it has been classified in the financial statements as an interest expense.

Note 16: Subsequent Events

On March 14, 2011, Ryerson entered into an amended and restated Ryerson Credit Facility, effective immediately. The Ryerson Credit Facility, among other things consists of $1.35 billion in commitments from the lenders and extends the maturity date to the earlier of (a) March 11, 2016, (b) the date that occurs 90 days prior to the scheduled maturity date of the 2014 Notes if such notes are then outstanding and (c) the date that occurs 90 days prior to the scheduled maturity date of the 2015 Notes if such notes are then outstanding. The total $1.35 billion revolving credit facility has an allocation of $1,215 million to Ryerson’s affiliates in the United States and an allocation of $135 million to Ryerson Canada. Pricing under the Ryerson Credit Facility was also adjusted to reflect current market conditions. Pricing is not materially different from our original Ryerson Credit Facility.

20

EX-31.1

Exhibit 31.1

CERTIFICATE OF THE

PRINCIPAL EXECUTIVE OFFICER

I, Michael C. Arnold, President & Chief Executive Officer, 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(s) 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 fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) 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 the registrant’s board of directors (or persons performing the equivalent functions):

(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 15, 2011

Signature:	/s/ Michael C. Arnold
	Michael C. Arnold
	President & Chief Executive Officer
	(Principal Executive Officer)

85

EX-31.2

Exhibit 31.2

CERTIFICATE OF THE

PRINCIPAL FINANCIAL OFFICER

I, Terence R. Rogers, as Chief Financial Officer, 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(s) 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 fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) 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 the registrant’s board of directors (or persons performing the equivalent functions):

(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 15, 2011

Signature:	/s/ Terence R. Rogers
	Terence R. Rogers
	Chief Financial Officer
	(Principal Financial Officer)

86

EX-32.1

Exhibit 32.1

CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Ryerson Inc. (the “Company”) on Form 10-K for the period ended December 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Michael C. Arnold, the President and Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Michael C. Arnold

Michael C. Arnold

President & Chief Executive Officer

(Principal Executive Officer)

March 15, 2011

87

EX-32.2

Exhibit 32.2

CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Ryerson Inc. (the “Company”) on Form 10-K for the period ended December 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Terence R. Rogers, the Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Terence R. Rogers

Terence R. Rogers

Chief Financial Officer

(Principal Financial Officer)

March 15, 2011

88