S-4

As filed with the Securities and Exchange Commission on September 13, 2005

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CHAPARRAL STEEL COMPANY

(Exact name of registrant as specified in its charter)

Delaware	3310	20-2373478
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Chaparral Steel Company

Robert E. Crawford, Jr.

Vice President and General Counsel

300 Ward Road

Midlothian, Texas 76065

(972) 775-8241

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

[List of Guarantors Set Forth on Next Page]

Copies to:

David E. Morrison

Michelle L. Bushore

Fulbright & Jaworski L.L.P.

2200 Ross Ave., Suite 2800

Dallas, Texas 75201

(214) 855-8000

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

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

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

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

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
New 10.0% Senior Notes due 2013	$300,000,000	100% (2)	$300,000,000 (2)	$35,310.00
Guarantees of the New 10.0% Senior Notes due 2013 (3)	N/A	N/A	N/A	N/A

(1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(f) under the Securities Act.

(2) Exclusive of accrued interest, if any.

(3) No separate consideration will be received for the subsidiaries’ guarantees. Pursuant to Rule 457(n), no registration fee is required with respect to the subsidiaries’ guarantees.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Registrant as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	SIC	I.R.S. Employer Identification No.
Chaparral Steel Investments, Inc.	Delaware	6719	75-1424624
Chaparral (Virginia), Inc.	Delaware	3312	52-2072718
American Materials Transport, Inc.	Delaware	4213	20-2841873
Chaparral Steel Holdings, LLC	Delaware	6719	51-0373557
Chaparral Steel Trust	Delaware	6719	51-0373225
Chaparral Steel Texas, LLC	Delaware	8741	75-2634421
Chaparral Steel Midlothian, LP	Delaware	3312	75-2634662
TXI Star Recycling LP	Delaware	3390	75-2676328

The address, including zip code, and telephone number, including area code, of each registrant’s principal executive offices is shown on the cover page of this Registration Statement on Form S-4.

TABLE OF CONTENTS

Market, Ranking and Other Data	ii
Notice to New Hampshire Residents	ii
Available Information	ii
About this Prospectus	iii
Forward-Looking Statements	iii
Prospectus Summary	1
Risk Factors	12
Use of Proceeds	25
Capitalization	25
Selected Historical Consolidated Financial and Other Data	26
Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Unaudited Pro Forma Consolidated Condensed Financial Statements	35
Industry Overview	40
Our Business	42
Principal Executive Offices	48
Management	49
Description of Capital Stock	55
Certain Relationships and Related Transactions	58
Description of Certain Indebtedness	62
The Exchange Offer	63
Description of Exchange Notes	72
Certain Material United States Federal Income Tax Consequences	118
Plan of Distribution	122
Legal Matters	123
Independent Accountants	123
Where You Can Find More Information	123
Index to Financial Statements	F-1

We are not making an offer to sell, or a solicitation of an offer to buy, the outstanding notes, or any of the exchange notes, in any jurisdiction where, or to any person to or from whom, the offer or sale is not permitted.

We urge you to contact us with any questions about this exchange offer or if you require additional information to verify the information contained in this document.

We are not making any representation to any holder of the outstanding notes regarding the legality of an investment in the exchange notes by it under any legal investment or similar laws or regulations. You should not consider any information in this document to be legal, business or tax advice. You should consult your own attorney, business advisor and tax advisor for legal, business and tax advice regarding an investment in the exchange notes.

The federal securities laws prohibit trading in our securities while in possession of material non-public information with respect to us.

- i -

MARKET, RANKING AND OTHER DATA

The data included in this prospectus regarding markets and ranking, including the size of certain markets and our position and the position of our competitors within these markets, and other data, are based on independent industry publications, reports of government agencies or other published industry sources, and our estimates are based on our management’s knowledge and experience in the markets in which we operate. Our estimates have been based on information obtained from our customers, suppliers, trade and business organizations and other contacts in the markets in which we operate. However, this information may prove to be inaccurate because of the method by which we obtained some of the data for our estimates or because this information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in data gathering. As a result, you should be aware that market, ranking and other similar data included in this prospectus, and estimates and beliefs based on that data, may not be reliable. You should also be aware that Tommy A. Valenta, our president and chief executive officer, is a member of the board of the American Institute of Steel Construction and the Steel Manufacturers Association, industry groups whose research data we refer to in this prospectus. Neither we nor the initial purchasers can guarantee the accuracy or completeness of the information regarding market, ranking and other similar data contained in this prospectus.

NOTICE TO NEW HAMPSHIRE RESIDENTS

Neither the fact that a registration statement or an application for a license has been filed under Chapter 421-B of the New Hampshire Revised Statutes Annotated, or RSA 421-B, with the State of New Hampshire nor the fact that a security is effectively registered or a person is licensed in the State of New Hampshire constitutes a finding by the Secretary of State of New Hampshire that any document filed under RSA 421-B is true, complete and not misleading. Neither any such fact nor the fact that an exemption or exception is available for a security or a transaction means that the Secretary of State of New Hampshire has passed in any way upon the merits or qualifications of, or recommended or given approval to, any person, security or transaction. It is unlawful to make, or cause to be made, to any prospective investor, customer or client any representation inconsistent with the provisions of this paragraph.

AVAILABLE INFORMATION

We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any document we file at the Securities and Exchange Commission’s public reference room at Room 1580, 100 F Street, NE, Washington, D.C. 20549. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the public reference room. Our Securities and Exchange Commission filings are also available to the public at the Securities and Exchange Commission’s website at www.sec.gov. Our common stock is listed on the Nasdaq National Market under the symbol “CHAP.”

- ii -

Investors may also consult our website for more information concerning us. Our website is www.chapusa.com. Information included on our website is not incorporated by reference in this prospectus. You may also request a copy of our filings with the Securities and Exchange Commission (excluding exhibits), at no cost, by writing or telephoning us at the following address or phone number:

Chaparral Steel Company

300 Ward Road

Midlothian, Texas 76065

Attention: Cary D. Baetz, Vice President and Treasurer

Telephone: (972) 779-1035

To obtain timely delivery of any of our documents, you must make your request to us no later than                      , 2005. Unless sooner terminated, the exchange offer will expire at 5:00 p.m., New York City time, on                     , 2005. The exchange offer can be extended by us in our sole discretion, but we currently do not intend to extend the expiration date.

ABOUT THIS PROSPECTUS

You should rely only on the information contained in this prospectus. We have not, and the initial purchasers have not, authorized any dealer, salesperson or other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Our business, financial condition, results of operations and prospects may have changed since the date of this prospectus. Neither the delivery of this prospectus nor any sale made hereunder shall under any circumstances imply that the information in this prospectus is correct as of any date subsequent to the date on the cover of this prospectus. You should not assume that the information in this prospectus is accurate as of any date other than the date of this prospectus.

FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements.” All statements other than statements of historical fact are “forward-looking statements.” Forward-looking statements may include the words “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “plan” or “anticipate” and other similar words. Such forward-looking statements may be contained in the sections “Summary,” “Risk Factors,” “Unaudited Pro Forma Consolidated Condensed Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Industry Overview” and “Our Business,” among other places. Forward-looking statements include statements concerning:

• future results of operations;

• future cash flows and liquidity;

• future capital expenditures;

• competitive pressures and general economic and financial conditions;

• levels of construction activity;

• levels of import activity;

• the occurrence of unanticipated equipment failures and plant outages;

• cost and availability of raw materials, fuel and energy;

• environmental conditions and regulations; and

• any assumptions underlying any of the foregoing.

- iii -

Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and are subject to inherent risks and uncertainties, such as those disclosed in this prospectus. Each forward-looking statement speaks only as of the date of the particular statement. We do not intend, and we undertake no obligation, to update any forward-looking statement. Currently known risk factors include, but are not limited to, the factors described in this prospectus under the section “Risk Factors.” We urge you to review carefully the section “Risk Factors” in this prospectus for a more complete discussion of the risks of an investment in the exchange notes.

- iv -

The information in this prospectus is not complete and may be changed. We may not sell the securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and we are not soliciting offers to buy these securities, in any state where the offer or sale is not permitted.

Subject to completion, dated September 13, 2005

$300,000,000

Chaparral Steel Company

Offer to Exchange 10.0% Senior Notes due 2013

that have been registered under the Securities Act of 1933

for

All of Our Outstanding

10.0% Senior Notes due 2013

THE EXCHANGE OFFER

The exchange offer expires at 5:00 p.m., New York City time, on                         , 2005, unless extended.

The exchange offer is not conditioned upon the tender of any minimum aggregate amount of the outstanding 10.0% Senior Notes due 2013, which we refer to in this prospectus as the outstanding notes.

All of the outstanding notes tendered according to the procedures in this prospectus and not withdrawn will be exchanged for an equal principal amount of exchange notes with substantially identical terms.

The exchange offer is not subject to any condition other than that it shall not violate applicable laws or any applicable interpretation of the staff of the Securities and Exchange Commission.

THE EXCHANGE NOTES

The terms of the exchange notes to be issued in the exchange offer are substantially identical to the outstanding notes, except that we have registered the exchange notes with the Securities and Exchange Commission. In addition, the exchange notes will not be subject to the transfer restrictions applicable to the outstanding notes. There is no existing public market for the exchange notes. We do not intend to list the exchange notes on any securities exchange or quotation system.

The exchange notes will pay interest semi-annually in cash in arrears on January 15 and July 15 of each year, beginning on January 15, 2006. The exchange notes will mature on July 15, 2013.

We urge you to carefully consider the risk factors beginning on page 12 of this prospectus before participating in the exchange offer.

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

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933, as amended. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

The date of this prospectus is             , 2005.

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all the information that may be important to you. You should read the following summary together with the more detailed information and consolidated financial statements and the notes thereto included elsewhere in this prospectus. You should read carefully the full text and more specific details contained elsewhere in this prospectus, including the “Risk Factors” section and the consolidated financial statements and the notes thereto, before exchanging your outstanding notes for exchange notes. For a more detailed description of the exchange notes and the exchange offer, see “Description of the Exchange Notes” and “The Exchange Offer.” In this prospectus, except as noted or as the context may otherwise require, all references to the “spin-off” or the “distribution” are to the pro-rata distribution by Texas Industries, Inc. to its stockholders of all of our issued and outstanding shares of common stock, “TXI” refers to Texas Industries, Inc., and “we,” “us” and “our” refer to Chaparral Steel Company. The phrase “fiscal year” refers to the twelve months ended May 31st of the relevant year and the term “ton” means 2,000 pounds.

OUR COMPANY

We are the second largest producer of structural steel products in North America, based on tons shipped in the 2004 calendar year. We are also a major producer of steel bar products. We operate two mini-mill plants located in Midlothian, Texas and Dinwiddie County, Virginia that together have an annual rated production capacity of approximately 2.8 million tons of steel. We began operations in our Texas plant in July 1973 as a mini-mill producer of steel bar products with an annual capacity of 0.25 million tons and have since grown through internal expansion. In 1999, we completed construction of our modern, low-cost structural steel plant in Virginia, which nearly doubled our structural steel capacity and expanded our product line.

We utilize mini-mill technology, whereby recycled scrap steel is melted in electric arc furnaces, and continuous casting systems form the molten steel into a broad range of products. For the year ended May 31, 2005 we shipped 1.8 million tons of finished product and generated sales of $1.1 billion. For the year ended May 31, 2004, we shipped 2.1 million tons of finished product and generated sales of $905.3 million. Recent profitability has been high despite low levels of non-residential construction, the primary driver of demand for our products. We believe non-residential construction will ultimately recover from current cyclical lows. As our capacity utilization improves with the rebound in non-residential construction, we believe we will benefit from the resulting increase in production and sales.

Through our plant expansions and product innovation, we have significantly expanded and diversified our product mix. We currently manufacture over 230 different types, sizes and grades of structural steel and steel bar products. Our structural steel products include wide flange beams, channels, piling products and other shapes, and our steel bar products include specialty bar products and, to a lesser extent, reinforcing bar. Structural steel, steel bar products and other steel products represented approximately 71%, 21% and 3%, respectively, of net product sales for the year ended May 31, 2005.

We market our products throughout the United States, Canada and Mexico, and to a limited extent in Europe. We sell to steel service centers and steel fabricators for use in the construction industry, as well as to cold finishers, forgers and original equipment manufacturers for use in the railroad, defense, automotive, manufactured housing and energy industries.

Our principal executive offices are located at 300 Ward Road, Midlothian, Texas 76065. Our telephone number is (972) 775-8241. We are incorporated under the laws of the state of Delaware.

1

SUMMARY OF THE TERMS OF THE EXCHANGE OFFER

For additional information regarding the exchange offer, see “The Exchange Offer.”

Background of the Outstanding Notes

We issued $300 million aggregate principal amount of 10.0% Senior Notes due 2013, which we refer to as the outstanding notes, to Banc of America Securities LLC, UBS Securities LLC, SunTrust Capital Markets, Inc., Wells Fargo Securities, LLC and Comerica Securities, Inc. on July 6, 2005. The initial purchasers then sold the outstanding notes to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended, or the Securities Act, and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. Because they have been sold pursuant to exemptions from registration, the outstanding notes are subject to trading restrictions. In connection with the issuance of the outstanding notes, we entered into a registration rights agreement in which we agreed to deliver to you this prospectus and to use our reasonable best efforts to register notes having substantially identical terms as the outstanding notes with the Securities and Exchange Commission as part of an offer to exchange freely tradable exchange notes for the outstanding notes.

The Exchange Offer

We are offering to exchange up to $300 million aggregate principal amount of the exchange notes for up to $300 million aggregate principal amount of the outstanding notes. Outstanding notes may only be exchanged in $1,000 increments. The terms of the exchange notes are identical in all material respects to those of the outstanding notes except the exchange notes will not be subject to transfer restrictions and holders of exchange notes, with limited exceptions, will have no registration rights. Also, the exchange notes will not contain provisions for an increase in their stated interest rate related to any registration or exchange delay. Outstanding notes that are not tendered for exchange will continue to be subject to transfer restrictions and, with limited exceptions, will not have registration rights. Therefore, the market for secondary resales of outstanding notes that are not tendered for exchange is likely to be minimal. We will issue registered exchange notes on or promptly after the expiration of the exchange offer.

2

Resale of Exchange Notes	We believe that the exchange notes issued to you pursuant to the exchange offer may be offered for sale, resold and otherwise transferred by you, without compliance with the registration and prospectus delivery provisions of the Securities Act, if you: •      are acquiring the exchange notes in the ordinary course of your business; •      are not participating, do not intend to participate and have no arrangement or understanding with any person to participate in a distribution of the exchange notes; and •      are not an “affiliate” of ours within the meaning of Rule 405 under the Securities Act. If any of these conditions is not satisfied and you transfer any exchange notes without delivering a proper prospectus or without qualifying for an exemption from registration, you may incur liability under the Securities Act. In addition, if you are a broker-dealer seeking to receive exchange notes for your own account in exchange for outstanding notes that you acquired as a result of market-making or other trading activities, you must acknowledge that you will deliver this prospectus in connection with any offer to resell or any resale or other transfer of the exchange notes that you receive in the exchange offer. See “Plan of Distribution.”
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on                     , 2005, unless we extend the exchange offer.
Withdrawal Rights	You may withdraw the tender of your outstanding notes at any time prior to the expiration of the exchange offer. We will return to you any of your outstanding notes that we do not accept for exchange for any reason without expense to you promptly after the exchange offer expires or terminates.
Accrued Interest on the Exchange Notes and the Outstanding Notes	Interest on the exchange notes will accrue from the last interest payment date on which interest was paid on the outstanding notes or, if no interest was paid on the outstanding notes, from the date of issuance of the outstanding notes, which was July 6, 2005. Holders whose outstanding notes are accepted for exchange will be deemed to have waived the right to receive any interest on the outstanding notes.
Conditions to the Exchange Offer	The exchange offer is subject to customary conditions that may be waived by us, including that it shall not violate applicable laws or any applicable interpretation of the staff of the Securities and Exchange Commission; however, the exchange offer is not conditioned upon any minimum aggregate principal amount of outstanding notes being tendered for exchange.

3

	We currently anticipate that each of the conditions will be satisfied and that we will not need to waive any conditions. We reserve the right to terminate or amend the exchange offer at any time before the expiration date. For additional information, see “The Exchange Offer — Conditions of the Exchange Offer.”
Procedures for Tendering Outstanding Notes	If you are a holder of outstanding notes who wishes to accept the exchange offer: •      complete, sign and date the accompanying letter of transmittal, or a facsimile of the letter of transmittal, and mail or otherwise deliver the letter of transmittal, together with your outstanding notes, to the exchange agent at the address set forth under “The Exchange Offer — Exchange Agent”; or •      arrange for the Depository Trust Company, or DTC, to transmit certain required information, including an agent’s message forming part of a book-entry transfer in which you agree to be bound by the terms of the letter of transmittal, to the exchange agent in connection with a book-entry transfer. By tendering your outstanding notes in either manner, you will be representing, among other things, that: •      the exchange notes you receive pursuant to the exchange offer are being acquired in the ordinary course of your business; •      you are not currently participating in, do not intend to participate in, and have no arrangement or understanding with any person to participate in, the distribution of the exchange notes issued to you in the exchange offer; and •      you are not an “affiliate” of ours, or if you are an affiliate, you will comply with the registration and prospectus delivery requirements of the Securities Act.
Tenders by Beneficial Owners	If your outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your outstanding notes, you should contact the registered holder promptly and instruct the registered holder to tender your outstanding notes on your behalf. If you wish to tender on your own

4

	behalf, you must, prior to completing and executing the letter of transmittal and delivering your outstanding notes, either make appropriate arrangements to register ownership of the outstanding notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date of the exchange offer.
Guaranteed Delivery Procedures	If you wish to tender your outstanding notes and cannot cause the outstanding notes, the letter of transmittal or any other required documents to be transmitted to, and received by, the exchange agent prior to the expiration of the exchange offer, you may tender your outstanding notes according to the guaranteed delivery procedures described in this prospectus under the heading “The Exchange Offer — Exchange Offer Procedures; Guaranteed Delivery Procedures.”
Acceptance of Outstanding Notes and Delivery of Exchange Notes	Subject to the satisfaction or waiver of the conditions to the exchange offer, we will accept for exchange any and all outstanding notes that are properly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the expiration date. The exchange notes will be delivered promptly following the expiration date. For additional information, see “The Exchange Offer — Terms of the Exchange Offer.”
Effect of Not Tendering	Any of the outstanding notes that are not tendered or that are tendered but not accepted will remain subject to restrictions on transfer. Since the outstanding notes have not been registered under the federal securities laws, they bear a legend restricting their transfer absent registration or the availability of an exemption from registration. Upon completion of the exchange offer, we will have no further obligation, except under limited circumstances, to provide for registration of the outstanding notes under the federal securities laws.
Federal Income Tax Considerations	The exchange of outstanding notes for exchange notes in the exchange offer should not be a taxable event for U.S. federal income tax purposes. See “Certain Material United States Income Tax Consequences.”
Registration Rights Agreement	If we fail to complete the exchange offer as required by the Registration Rights Agreement, we may be obligated to pay additional interest to holders of outstanding notes. See “Description of Exchange Notes — Registration Rights; Liquidated Damages” for more information regarding rights to holders of outstanding notes.
Exchange Agent	Wells Fargo Bank, National Association.

5

SUMMARY OF THE TERMS OF THE EXCHANGE NOTES

For additional information regarding the exchange notes, see “Description of the Exchange Notes.”

Issuer	Chaparral Steel Company.
Exchange Notes Offered	$300 million aggregate principal amount of 10.0% senior notes due 2013.
Maturity	July 15, 2013.
Interest	10% per year.
Interest Payment Dates	Each January 15 and July 15, beginning on January 15, 2006.
Guarantees	All of our existing and future domestic restricted subsidiaries will unconditionally guarantee the exchange notes. The guarantees may be released under certain circumstances.
Ranking	The exchange notes will rank equal in right of payment to all of our existing and future unsecured unsubordinated indebtedness and senior in right of payment to all of our subordinated indebtedness. The exchange notes, however, will be effectively subordinated to our secured obligations to the extent of the collateral securing such obligations. Additionally, the exchange notes will be effectively subordinated to all liabilities, including trade payables, of our subsidiaries that are not guarantors. The exchange note guarantees will rank equal in right of payment with all existing and future unsecured unsubordinated indebtedness of the guarantors. In addition, the exchange note guarantees will be effectively subordinated to all of the guarantors’ secured obligations to the extent of the collateral securing such obligations.
Optional Redemption	On or after July 15, 2009, we may redeem some or all of the exchange notes at the redemption prices listed elsewhere in this prospectus. See “Description of Exchange Notes—Optional Redemption.” In addition, at any time (which may be more than once) before July 15, 2008, we have the right to redeem up to 35% of the outstanding exchange notes at the redemption prices listed elsewhere in this prospectus with money that we raise in certain equity offerings, as long as: •      we redeem the notes within 90 days of the date of such equity offering; and •      at least 65% of the aggregate principal amount of exchange notes originally issued remains outstanding afterwards.

6

	We may also, at any time prior to July 15, 2009, redeem some or all of the exchange notes at a price equal to 100% of the principal amount plus accrued and unpaid interest plus a make-whole premium, as described in this prospectus.
Repurchase of Exchange Notes at the Option of Holder Upon Change of Control	If a change of control of our company occurs, unless we have called all of the exchange notes for redemption, we must give holders the opportunity to sell their exchange notes to us at 101% of their principal amount plus accrued and unpaid interest. We might not be able to pay the required price for exchange notes presented to us at the time of a change of control because: •      we might not have enough funds at that time; or •      the terms of our senior secured revolving credit facility, which do not permit a change of control, may prevent us from making such payment if a change of control should nevertheless occur.
Certain Covenants	If we do not meet the suspension condition, covenants contained in the indenture under which the notes will be issued will, among other things, limit our ability and the ability of our restricted subsidiaries to do certain things. We will meet the suspension condition under the indenture if the exchange notes are rated investment grade by both Moody’s Investors Service, Inc. and Standard & Poor’s Rating Services and if we are not in default under the indenture. We currently do not meet the suspension condition. If we do not meet the suspension condition, the covenants contained in our indenture will, among other things, limit our ability and the ability of our restricted subsidiaries to: •      pay dividends on, or redeem or repurchase, our stock; •      make certain investments; •      incur additional debt or sell preferred stock; •      create liens; •      restrict dividend payments or other payments from subsidiaries to us; •      engage in consolidations and mergers or sell or transfer assets;

7

•      engage in transactions with our affiliates; and •      sell stock in our subsidiaries. Irrespective of whether we meet the suspension condition, the covenants contained in the indenture will, among other things, limit our ability and the ability of our restricted subsidiaries to: •      create liens; •      restrict dividend payments or other payments from subsidiaries to us; and •      engage in consolidations and mergers or sell or transfer assets. These covenants are subject to a number of important exceptions, limitations and qualifications that are described under “Description of Notes.”

Use of Proceeds

We will not receive any cash proceeds from the issuance of the exchange notes.

RISK FACTORS

You should carefully consider all of the information contained in this prospectus prior to exchanging your outstanding notes for exchange notes. In particular, we urge you to carefully consider the information set forth under “Risk Factors” beginning on page 12 for a discussion of risks and uncertainties relating to us, our subsidiaries, our business and an investment in the exchange notes.

8

SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA

Set forth below are selected consolidated financial and other data for each of the fiscal years for the period ended May 31, 2005. The consolidated balance sheet data as of May 31, 2005 and 2004 and consolidated statement of operations for each of the three fiscal years in the period ended May 31, 2005, have been derived from our audited consolidated financial statements included in this prospectus. The consolidated balance sheet data as of May 31, 2003 have been derived from our audited consolidated financial statements. The consolidated financial statements reflect transactions with TXI and its affiliates on the basis determined by TXI. You should read the information presented below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

The historical financial data include all costs of TXI’s steel business. For all periods presented, these costs include the allocation of certain corporate expenses from TXI. We believe these allocations were made on a reasonable basis. The consolidated financial statements may not necessarily reflect our financial position, results of operations and cash flows in the future or what our financial position, results of operations or cash flows would have been if we had been an independent public company during the periods presented. See “Risk Factors - Risks Related to Our Recently Completed Spin-Off from TXI.”

Also set forth below is summary unaudited pro forma financial information for the year ended May 31, 2005, which has been derived from our historical consolidated financial statements as of such date and for such period, and giving pro forma effect to the Transactions, as if they occurred as of the first day of the period reported for the pro forma statement of operations data and as of May 31, 2005 for the pro forma balance sheet data. The pro forma adjustments are based upon available information and assumptions that we believe are reasonable. Please see the notes to the unaudited pro forma combined financial statements included elsewhere in this prospectus for a discussion of how the adjustments are presented in the pro forma combined financial statements. The summary pro forma financial information does not purport to represent what our financial position and results of operations actually would have been had the borrowing under the credit facility, issuance of the outstanding notes, dividend to TXI and spin-off occurred on the dates indicated or to project our financial performance for any future period. See “Unaudited Pro Forma Combined Condensed Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

	Fiscal Years Ended May 31,
	Pro Forma 2005			2005			2004			2003
	(in thousands, except per share data)
Statement of Operations Data:
Net sales	$	1,116,376		$	1,116,376		$	905,324		$	645,991
Costs and expenses (income):
Cost of products sold		925,766			925,766			842,228			673,597
Selling, general and administrative		28,730			28,730			30,173			23,913
Interest		34,085			47,275			49,597			51,027
Other income, net		(5,605	)		(5,605	)		(7,677	)		(1,967	)
		982,976			996,166			914,321			746,570
Income (loss) before income taxes and accounting change		133,400			120,210			(8,997	)		(100,579	)
Income taxes (benefit)		46,706			42,090			(3,199	)		(36,517	)
Income (loss) before accounting change		86,694			78,120			(5,798	)		(64,062	)
Cumulative effect of accounting change – net of income taxes		—			—			480			—
Net income (loss)	$	86,694		$	78,120		$	(5,318	)	$	(64,062	)
Basic and diluted earnings (loss) per share:
Income (loss) before accounting change	$	3.80		$	3.43		$	(.25	)	$	(2.82	)
Cumulative effect of accounting change		—			—			.02			—
Net income (loss)	$	3.80		$	3.43		$	(.23	)	$	(2.82	)
Average shares outstanding:
Basic and diluted (1)		22,804			22,804			22,804			22,804

9

	Fiscal Years Ended May 31,
	Pro Forma 2005		2005		2004		2003
	(in thousands, except per ton data)
Balance Sheet Data (at end of period) (2)
Cash	$	9,287	$	9,287	$	8,575	$	3,328
Working capital		284,077		324,811		184,523		139,926
Property, plant and equipment – net		627,253		627,253		650,463		686,767
Total assets		1,120,369		1,152,242		1,035,925		986,430
Long-term payable to TXI		—		543,246		543,246		543,246
Stockholders’ equity		512,893		351,520		270,801		276,118
Other Financial Data:
Ratio of earnings to fixed charges (3)		4.90x		3.55x
Units shipped (tons)
Structural				1,426		1,637		1,464
Bar				369		449		360
Total units shipped				1,795		2,086		1,824

⁽¹⁾ Earnings (loss) per share information for all periods presented has been computed based on the number of shares of the Company’s common stock issued to TXI as of July 29, 2005.

⁽²⁾ In connection with our spin-off from TXI on July 29, 2005, we entered into a $150 million, senior secured revolving credit facility, borrowed $50 million under the bank credit facility, issued $300 million of 10% senior unsecured notes (the outstanding notes), paid a dividend of $341.1 million to TXI, and settled the remaining intercompany accounts with TXI. See “Recent Developments.”

⁽³⁾ The ratio of earnings to fixed charges is computed by dividing earnings by fixed charges. Earnings consist of net income (loss) to which has been added income taxes, amortization of capitalized interest and fixed charges excluding capitalized interest. Fixed charges consist of interest on all indebtedness (including capitalized interest) plus amortization of debt issuance costs and approximately one-third of rental expense. For the years ended May 31, 2004 and 2003 our earnings were not sufficient to cover our fixed charges by $7.3 million and $98.9 million, respectively.

10

RECENT DEVELOPMENTS

We were incorporated in Delaware on February 22, 2005, as a wholly-owned subsidiary of TXI to serve as the holding company for its steel business in anticipation of our spin-off. TXI, a cement, aggregates and concrete company, began operations in 1951. TXI entered the steel business in 1973. Over the intervening years TXI grew its cement, aggregates and concrete business and its steel business into leaders in their respective domestic industries.

While both businesses grew as part of TXI, they remained substantially independent with separate sales forces, different types of customers, distinct marketing strategies and limited operating overlap. The diverging needs of each business made it more difficult for TXI to take full advantage of the opportunities available to each business. From time to time the TXI board of directors considered various strategic alternatives such as joint ventures with other steel producers and sales of a part of the steel business. After careful consideration, on December 14, 2004, the TXI board decided to pursue separating the two businesses through the spin-off of Chaparral. In anticipation of the spin-off, we and TXI engaged in the transactions described below.

On June 25, 2005, TXI transferred all of the stock of its subsidiaries that were engaged in its steel business to us. These transactions were accounted for as a reorganization of entities under common control. As a result, the assets and liabilities transferred to us were recorded at historical cost. On July 6, 2005, TXI also contributed or transferred to us the real estate and transportation assets used in its steel business. We have assumed all liabilities arising out of the steel business and the transferred assets.

On June 16, 2005, we entered into a senior secured revolving credit facility, or the credit facility, which provides up to $150 million of available borrowings. The credit facility includes a $25 million sub-limit for letters of credit. Any outstanding letters of credit will be deducted from the borrowing availability under the credit facility. Amounts drawn under the credit facility will bear interest either at LIBOR plus a margin of 1.00% to 1.75%, or at a base rate (which will be the higher of the federal funds rate plus 0.50% and the prime rate) plus a margin of up to 1.00%. The interest rate margins are subject to adjustment based on our leverage ratio. The commitment fee calculated on the unused portion of the credit facility will range from 0.25% to 0.50% per year based on our leverage ratio. The credit facility matures June 16, 2010 and may be terminated at any time. The credit facility is secured by security interests in all of our existing and future accounts and inventory, certain related personal property and all of the equity interest in our present and future domestic subsidiaries and 66% of the equity interest in our present and future foreign subsidiaries. The credit facility contains covenants restricting, among other things, prepayment or redemption of our other debt, distributions, dividends, and repurchases of capital stock and other equity interests, acquisitions and investments, indebtedness, liens and affiliate transactions. We are required to comply with certain financial tests and to maintain certain financial ratios, such as leverage and interest coverage ratios. On July 6, 2005, we borrowed $50 million under the credit facility. The amount borrowed under the credit facility will fluctuate based upon our cash flow and working capital needs.

In addition, on July 6, 2005, we issued $300 million aggregate principal amount of new 10% senior notes due July 15, 2013, or the outstanding notes. We used the net proceeds from our credit facility borrowings and the outstanding notes to pay a cash dividend of $341.1 million to TXI on July 6, 2005.

On July 29, 2005, the spin-off was completed and we became an independent public company.

TXI has no further ownership interest in us, and we have no ownership interest in TXI. In addition, we are not guarantors of any of TXI’s indebtedness nor is TXI a guarantor of any of our indebtedness. Our relationship with TXI is now governed by the terms of our separation and distribution agreement and the ancillary agreements described in that agreement. Among other things, the separation and distribution agreement provides that we and TXI will indemnify each other against certain liabilities.

We collectively refer to the offering of notes hereby, the spin-off and these other related transactions as the “Transactions.”

11

RISK FACTORS

You should carefully consider the risks described below and all of the other information contained in this prospectus before making an investment decision. Any of the following risks, as well as additional risks and uncertainties not currently known to us, or that we currently deem immaterial, could materially and adversely affect our business and operations. This prospectus also contains forward-looking statements that involve risks and uncertainties. Any of the events discussed in the risk factors below may occur. If they do, our business, results of operations or financial condition could be materially adversely affected. In such an instance, the trading price of our securities could decline and you might lose all or part of your investment.

Risks Relating to the Exchange Offer and the Exchange Notes

If you do not properly tender your outstanding notes, you will continue to hold unregistered outstanding notes and your ability to transfer outstanding notes will be adversely affected. You will also not be permitted to transfer exchange notes without compliance with the registration and/or prospectus delivery requirements of the Securities Act in certain circumstances.

We intend to only issue exchange notes in exchange for outstanding notes that are timely received by the exchange agent together with all required documents, including a properly completed and signed letter of transmittal. Therefore, you should allow sufficient time to ensure timely delivery of the outstanding notes and you should carefully follow the instructions on how to tender your outstanding notes. Neither we nor the exchange agent is required to tell you of any defects or irregularities with respect to your tender of the outstanding notes. If you do not tender your notes or if we do not accept your outstanding notes because you did not tender your outstanding notes properly, then, after we consummate the exchange offer, you may continue to hold outstanding notes that are subject to the existing transfer restrictions. In addition, if you tender your notes for the purpose of participating in a distribution of the exchange notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.

If you are a broker-dealer that receives exchange notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes. If you are a broker-dealer that receives exchange notes for your own account in exchange for notes that you acquired as a result of market-making activities or any other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of such exchange notes. After the exchange offer is consummated, if you continue to hold any outstanding notes, you may have difficulty selling them because there will be fewer outstanding notes issued. In addition, if a large amount of outstanding notes is not tendered or is tendered improperly, the limited amount of exchange notes that would be issued and outstanding after we consummate the exchange offer could lower the market price of such exchange notes.

Our substantial debt could adversely affect our cash flow available to fund our business needs and have other consequences adverse to our business, including preventing us from fulfilling our obligations under the exchange notes.

As of [            ], 2005, we have borrowed approximately $[            ] million. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Impact of the Distribution and Separation from TXI.” Our substantial debt could have important consequences. For example, it could:

• make it more difficult for us to satisfy our obligations with respect to the exchange notes;

• increase our vulnerability to general adverse economic and industry conditions;

• require us to dedicate a substantial portion of our cash flow from operations to service our debt, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, investments and other general corporate purposes;

12

• limit our flexibility in planning for, or reacting to, changes in our business, the steel industry or the markets in which we operate;

• place us at a competitive disadvantage compared to our competitors that have less debt; and

• limit, among other things, our ability to borrow additional funds, even if necessary to maintain adequate liquidity.

The terms of the indenture governing our exchange notes, our credit facility and our other debt agreements will allow us to issue and incur additional debt upon satisfaction of certain conditions. If new debt is added to current debt levels, the related risks described above could increase.

The exchange notes will be effectively subordinated to our and the guarantors’ secured indebtedness.

The exchange notes, and each guarantee of the exchange notes, are unsecured and therefore will be effectively subordinated to any secured indebtedness we, or the relevant guarantor, may incur to the extent of the assets securing such indebtedness. In the event of a bankruptcy or similar proceeding involving us or a guarantor, the assets which serve as collateral for any secured indebtedness will be available to satisfy the obligations under the secured indebtedness before any payments are made on the exchange notes. As of [            ], 2005, we had $[        ] million of debt outstanding, $[        ] million of which was secured debt under our credit facility, $[        ] million of letters of credit outstanding, and $[        ] million of additional availability under our credit facility, subject to a borrowing base. The exchange notes will be effectively subordinated to any borrowings under our credit facility to the extent of the collateral securing it. See “Description of Certain Indebtedness—Senior Secured Revolving Credit Facility.”

In the event of a bankruptcy, liquidation or reorganization of any of the non-guarantor subsidiaries, holders of their liabilities, including their trade creditors, will be entitled to payment of their claims from the assets of those subsidiaries before any assets of those subsidiaries are made available for distribution to us. As a result, the exchange notes will be effectively subordinated to all debt and other liabilities of the non-guarantor subsidiaries.

We require a significant amount of cash to service our debt. Our ability to generate cash depends on many factors beyond our control.

Our ability to make payments on, or repay or refinance, our debt, including the exchange notes, and to fund planned capital expenditures, depends largely upon the availability of financing through our credit facility and our future operating performance. Our future operating performance, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. In addition, our ability to borrow funds in the future to make payments on our debt will depend on our satisfaction of the covenants in our credit facility and our other debt agreements, including the indenture governing the exchange notes and other agreements we may enter into in the future.

Specifically, we need to maintain certain financial ratios, including a leverage ratio and an interest expense coverage ratio. Although we generated $78.1 million of net income for the year ended May 31, 2005, we experienced net losses of $5.3 million and $64.1 million for fiscal years 2004 and 2003, respectively. We cannot assure you that we will continue to be profitable or that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our credit facility or from other sources in an amount sufficient to enable us to pay our debt, including the exchange notes, or to fund our other liquidity needs. If we are unable to generate sufficient cash flow to meet our debt service requirements, we may have to renegotiate the terms of our debt or obtain additional financing.

13

The indebtedness under our credit facility will mature prior to the maturity date of the exchange notes. See “Description of Certain Indebtedness—Senior Secured Revolving Credit Facility.”

We cannot assure you that we will be able to refinance our debt under our credit facility or any additional debt we may incur that matures prior to the exchange notes on commercially reasonable terms or at all. If we were unable to obtain new financing under these circumstances, we would have to consider other options, such as:

• sales of certain assets to meet our debt service obligations;

• sales of equity; and

• negotiations with our lenders to restructure the applicable debt.

Our credit facility, the indenture governing the exchange notes and the terms of our other debt may restrict, or market or business conditions may limit, the manner in which we conduct our business, including our ability to repay or repurchase the notes.

The financing agreements governing our debt, including the exchange notes and our credit facility, contain various restrictive covenants that restrict in certain circumstances our ability to prepay or repurchase the exchange notes, otherwise limit our discretion in the operation of our business and could lead to acceleration of our debt.

Our financing agreements, including our credit facility and the indenture governing the notes, impose operating and financial restrictions on our activities. Our credit facility requires us to comply with or maintain certain financial tests and ratios, including a leverage ratio and an interest expense coverage ratio. Our credit facility also limits our ability to prepay or repurchase the notes in certain circumstances. Restrictions contained in these financing agreements also limit or prohibit our ability and the ability of certain of our subsidiaries to, among other things:

• make certain investments;

• incur additional debt or sell preferred stock;

• create liens;

• make dividend payments or other payments from subsidiaries to us;

• engage in consolidations and mergers or sell or transfer assets;

• engage in transactions with our affiliates; and

• sell stock in our subsidiaries.

Various risks and events beyond our control could affect our ability to comply with these covenants and maintain financial tests and ratios. If we cannot comply with the financial covenants in our credit facility, we may not be able to borrow under this facility. In addition, failure to comply with any of the covenants in our existing or future financing agreements could result in a default under those agreements and under other agreements containing cross-default provisions. A default would permit lenders to accelerate the maturity of the debt under these agreements and to foreclose upon any collateral securing that debt. In addition, lenders may be able to terminate any commitments they make to supply us with further funds. Under these circumstances, we might not have sufficient funds or other resources to satisfy all of our obligations, including our obligations under the exchange notes. In addition, the limitations imposed by these agreements on our ability to incur additional debt and to take other actions might significantly impair our ability to obtain other financing. We may not be able to obtain waivers or amendments of our financing agreements, if necessary, on acceptable terms or at all.

14

Federal and state statutes allow courts, under specific circumstances, to void the exchange notes or the guarantees and require note holders to return payments received from us or the guarantors.

If a bankruptcy case or lawsuit is initiated by our unpaid creditors or the unpaid creditors of any guarantor, the debt represented by the exchange notes or the guarantee entered into by the guarantor may be reviewed under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws. Under these laws, the exchange notes or the guarantee could be voided, or claims in respect of the exchange notes or the guarantee could be subordinated to other of our obligations or other obligations of the guarantor if, among other things, we or such guarantor, at the time we issued the notes or the guarantor made the guarantee:

• received less than reasonably equivalent value or fair consideration for issuing the notes or entering into the guarantee; and

• either:

• was insolvent or rendered insolvent by reason of issuing the notes or entering into the guarantee;

• was engaged in a business or transaction for which our or such guarantor’s remaining assets constituted unreasonably small capital; or

• intended to incur, or believed that we or such guarantor would incur, debts or contingent liabilities beyond our or such guarantor’s ability to pay them as they become due.

In addition, any payment by us or such guarantor pursuant to the exchange notes or the guarantee, as the case may be, could be voided and required to be returned to us or the guarantor or to a fund for the benefit of our creditors or the creditors such guarantor under those circumstances.

If a guarantee of a subsidiary were voided as a fraudulent conveyance or held unenforceable for any other reason, holders of the exchange notes would be solely creditors of our company and creditors of our other subsidiaries that have validly guaranteed the exchange notes. The exchange notes then would be effectively subordinated to all liabilities of the subsidiary whose guarantee was voided.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, we or the guarantor would be considered insolvent if:

• the sum of our or such guarantor’s debts, including contingent liabilities, were greater than the fair saleable value of all of our or such guarantor’s assets;

• the present fair saleable value of our or such guarantor’s assets were less than the amount that would be required to pay our or such guarantor’s probable liability on our or such guarantor’s existing debts, including contingent liabilities, as they become absolute and mature; or

• we or such guarantor could not pay its debts or contingent liabilities as they become due.

If the claims of the holders of the exchange notes against us or any guarantor were subordinated in favor of our other creditors or other creditors of such guarantor, the other creditors would be entitled to be paid in full before any payment could be made on the exchange notes or the guarantee of such guarantor. If one or more of the guarantees is voided or subordinated, we cannot assure you that after providing for all prior claims there would be sufficient assets remaining to satisfy the claims of the holders of the exchange notes.

Based upon financial and other information, we believe that the exchange notes and the guarantees are being incurred for proper purposes and in good faith and that we and each guarantor, on a consolidated basis, are solvent and will continue to be solvent after the exchange offer is completed, will have sufficient capital for carrying on our business after the issuance of the exchange notes and will be able to pay our debts as they mature. We cannot

15

assure you, however, as to the standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.

We may be unable to make a change of control offer required by the indenture governing the exchange notes, which would cause defaults under the indenture governing the exchange notes, our credit facility and our other financing arrangements.

The terms of the exchange notes require us to make an offer to repurchase the exchange notes upon the occurrence of certain specific kinds of change of control events. In addition, the terms of our credit facility and other financing agreements may require repayment of amounts outstanding in the event of a change of control and limit our ability to fund the purchase of your exchange notes in certain circumstances. It is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of exchange notes or that restrictions in our credit facility and other financing agreements will not allow the repurchases.

We could enter into various transactions, such as acquisitions, refinancings, recapitalizations or other highly leveraged transactions, which would not constitute a change of control, but which could nevertheless increase the amount of our outstanding debt at such time, or adversely affect our capital structure or credit ratings, or otherwise adversely affect holders of the exchange notes.

Under the terms of the exchange notes, a variety of acquisition, refinancing, recapitalization or other highly leveraged transactions may not be considered change in control transactions. As a result, we could enter into any such transaction without being required to make an offer to repurchase the exchange notes even though the transaction could increase the total amount of our outstanding debt, adversely affect our capital structure or credit ratings or otherwise adversely affect the holders of the exchange notes.

An active public market may not develop for the exchange notes, which may hinder your ability to liquidate your investment.

The exchange notes are a new issue of securities with no established trading market, and we do not intend to list them on any securities exchange. In addition, the liquidity of the trading market in the exchange notes, and the market price quoted for the notes, may be adversely affected by changes in the overall market for fixed income securities and by changes in our financial performance or prospects or in the prospects for companies in our industry in general. As a result, we cannot assure you that an active trading market will develop for the exchange notes. If no active trading market develops, you may not be able to resell your exchange notes at their fair market value or at all.

Risks Related to Our Recently Completed Spin-Off from TXI

As a stand-alone company following the spin-off, our results may be substantially different from those indicated by our historical and pro forma financial statements.

The historical and pro forma financial information we have included in this prospectus may not reflect what our results of operations, financial position and cash flows would have been had we been an independent company during the periods presented or what our results of operations, financial position and cash flows will be in the future, for the following reasons:

• while our historical results of operations include all costs of TXI’s steel business, our historical costs and expenses are not necessarily indicative of the costs that would have been or will be incurred by us as an independent public company;

• we have not made adjustments to our historical financial information to reflect changes that will occur in our cost structure, financing and operations as a result of our spin-off from TXI. These changes include potentially increased costs associated with reduced economies of scale and less purchasing power; and

16

• our historical effective tax rate may not be indicative of our future effective tax rate due to changes in tax laws and the mix of our earnings in the various states where we operate.

Therefore, our historical and pro forma financial statements may not be indicative of our future performance as an independent company.

We have no recent history operating as an independent public company upon which you can evaluate us.

We previously operated as wholly-owned subsidiaries of TXI from December 1997 until the spin-off in July 2005. As an independent public company following the spin-off, our ability to satisfy our obligations and maintain profitability is solely dependent on the future performance of the businesses we own and operate, and we will not be able to rely upon the capital resources and cash flows of those business lines remaining with TXI. In addition, our historical financial statements reflect the allocation to us of a portion of TXI’s cost for certain corporate functions, but they do not reflect the costs of being an independent public company.

TXI no longer has an obligation to perform any corporate or public company functions for us. We have created our own, or engaged third parties to provide, corporate and public company functions to replace those previously performed by TXI. We may incur costs for these functions that are higher than the amounts reflected in our historical and pro forma financial statements.

The spin-off could result in significant tax liability.

The distribution of our common stock was conditioned upon TXI’s receipt of an opinion from Thompson & Knight LLP to the effect that, among other things, the distribution would qualify as a tax-free spin-off under section 355 of the Internal Revenue Code of 1986, as amended, or the Code, to TXI and its stockholders for U.S. federal income tax purposes. The opinion was based upon various factual representations and assumptions, as well as upon certain undertakings. We are not aware of any facts or circumstances that would cause the representations and assumptions to be untrue or incomplete in any material respect. If, however, any of those factual representations or assumptions were untrue or incomplete in any material respect, any undertaking was not complied with, or the facts upon which the opinion was based were materially different from the facts at the time of the distribution, the distribution may not qualify for tax-free treatment.

Under current Internal Revenue Service, or IRS, policy, advance rulings will not be issued for certain significant aspects of spin-off transactions. Therefore, TXI did not apply for an advance ruling from the IRS with respect to the U.S. federal income tax consequences of the distribution. Opinions of counsel are not binding on the courts or the IRS, and the conclusions expressed in the opinion delivered to TXI could be challenged by the IRS.

If the spin-off fails to qualify for tax-free treatment for U.S. federal income tax purposes, then, in general, TXI would be subject to tax as if it had sold our common stock in a taxable sale for its fair market value. TXI’s stockholders would be treated as if they had received a taxable dividend equal to the fair market value of our common stock that was distributed to them, taxed as a dividend (without reduction for any portion of a TXI stockholder’s basis in its shares of TXI common stock) for U.S. federal income tax purposes and possibly for purposes of state and local tax law, to the extent of a TXI stockholder’s pro rata share of TXI’s current and accumulated earnings and profits (including any taxable gain of TXI with respect to the spin-off). It is expected that the amount of any such taxes to TXI’s stockholders and TXI would be substantial. Although the taxes described above generally would be imposed on TXI and its stockholders, we would, in certain circumstances, be liable for all or a portion of such taxes.

Our ability to engage in acquisitions and other strategic transactions is subject to limitations because we agreed to certain restrictions to comply with United States federal income tax requirements for a tax-free spin-off.

Current U.S. tax law that applies to spin-offs generally creates a presumption that the spin-off would be taxable to TXI but not to its stockholders if we engage in, or enter into an agreement to engage in, a transaction (or series of transactions) that would result in a 50% or greater change by vote or by value in our stock ownership during the four-year period beginning on the date that begins two years before the distribution date, unless it is

17

established that the transaction (or a series of transactions) is not pursuant to a plan related to the spin-off. United States Treasury regulations generally provide that whether an acquisition transaction and a spin-off transaction are part of a plan is determined based on all of the facts and circumstances, including specific factors listed in the regulations. In addition, the regulations provide certain “safe harbors” for acquisition transactions that are not considered to be part of a plan.

There are other restrictions imposed on us under current U.S. federal income tax laws for spin-offs and with which we will need to comply in order to preserve the favorable tax treatment of the distribution, such as continuing to own and manage our steel business and limitations on sales or redemptions of our common stock for cash or other property following the distribution.

In connection with the spin-off, we entered into a tax sharing and indemnification agreement with TXI. In the tax sharing and indemnification agreement, we agreed that, among other things, we will not take any actions that would result in any tax being imposed on the spin-off. Further, we may not repurchase any of our stock for two years following the spin-off except in certain circumstances permitted by the IRS guidelines, nor may we, under any circumstances, during the six-month period following the spin-off, liquidate, merge or consolidate with another person or sell, exchange, distribute or otherwise dispose of our assets (or those of certain of our subsidiaries) except in the ordinary course of business. We may, however, take certain actions prohibited by the tax sharing and indemnification agreement (other than those described above that are prohibited within the six month period) if we provide TXI with an unqualified opinion of tax counsel or a private letter ruling from the IRS, acceptable to TXI, to the effect that these actions will not affect the tax-free nature of the spin-off. These restrictions could substantially limit our strategic and operational flexibility, including our ability to finance our operations by issuing equity securities, make acquisitions using equity securities, repurchase our equity securities, raise money by selling assets or enter into business combination transactions.

We may be required to satisfy certain indemnification obligations to TXI or may not be able to collect on indemnification rights from TXI.

In the tax sharing and indemnification agreement, we and our affiliates agreed to indemnify TXI and its affiliates for any loss, including any adjustment to taxes of TXI, resulting from (1) any action or failure to act by us or any of our affiliates following the completion of the spin-off that would be inconsistent with or prohibit the spin-off from qualifying as a tax-free transaction under section 355 of the Code, (2) certain acquisitions of our equity securities or assets or those of certain of our subsidiaries, and (3) any breach of any representation or covenant given by us or our affiliates in the separation documents or in connection with the tax opinion delivered to TXI by Thompson & Knight LLP. For a more detailed discussion, see “Certain Relationships and Related Transactions.” Our indemnification obligations to TXI and its affiliates are not limited in amount or subject to any cap.

Under the terms of the separation and distribution agreement, we and TXI each have agreed to indemnify each other and certain related parties after the spin-off with respect to the indebtedness, liabilities and obligations that will be retained by our respective companies. These indemnification obligations could be significant.

The ability to satisfy these indemnities if called upon to do so will depend upon our future strength and the future financial strength of each of our companies. We cannot determine whether we will have to indemnify TXI and its related parties for any substantial obligations. There is no assurance that, if TXI has to indemnify us and our related parties for any substantial obligations, TXI will have the ability to satisfy those obligations. If we are required to indemnify TXI and its related parties for any obligations under the circumstances set forth above, we may be subject to substantial liabilities that could exceed our net equity value at that time.

Concerns about our prospects as a stand-alone company could affect our ability to attract and retain customers and employees.

Our customers and employees may have concerns about our prospects as a stand-alone company, including our ability to maintain our independence and our inability to rely on TXI’s capital resources, cash flows and corporate functions after the spin-off. If we are not successful in assuring our customers and employees of our prospects as an independent company, our customers may choose other providers and our employees may seek other employment, which could materially adversely affect our business and our market position.

18

Risks Relating to Our Company

We face significant competition, and some of our competitors have resources in excess of our available resources and less financial leverage than we do.

We compete in our steel markets with domestic and international producers of steel products. Competition within the steel industry, both domestically and worldwide, is intense and is expected to remain so. We compete on the basis of price, quality and the ability to meet our customers’ product needs and delivery schedules. The highly competitive nature of the steel industry has at times exerted downward pressure on prices.

In recent years we have made significant capital expenditures to expand our facilities to strengthen our competitive position. These or any future expansionary capital expenditures, however, may not improve our competitive position and business prospects as anticipated, and, if they do not, our results of operations may be adversely affected. Further, due to the high fixed cost nature of our business, our operating results may be significantly affected by relatively small changes in production volumes. In addition, some of our competitors are larger, have greater financial resources and may have less financial leverage or lower cost structures than we do. As a result, these competitors may cope better with downward pricing pressure and adverse economic or industry conditions than we would. See “Our Business—Competition.”

The availability and pricing of raw materials and energy could lower our results of operations and harm our financial condition.

In the past our results of operations and financial condition have been, and may again in the future be, worsened by increases in raw material or energy costs, or their lack of availability. We are dependent upon purchased recycled steel scrap as a raw material and upon energy sources, including electricity and fossil fuels. We have generally not entered into long-term contracts to satisfy our fuel and electricity needs or recycled steel scrap requirements. We do have one long-term scrap supply agreement with the company that leases and operates our Virginia shredder. If we are unable to meet our requirements for fuel, electricity or recycled steel scrap, we may experience interruptions in our production, which could adversely affect our results of operations.

Prices for energy and scrap are subject to market forces largely beyond our control, including demand by U.S. and international steel producers, freight costs and speculation. A combination of a weak U.S. dollar, exceptionally strong Chinese and global demand for scrap, and lower production of domestic scrap due to a weak manufacturing economy and the continued loss of manufacturing to foreign competition has driven scrap offshore at exceptionally high prices, has reduced the available domestic scrap supply, and has caused the price of domestic scrap to double over the past two years. During December 2003, we announced the imposition of raw materials surcharges, keyed to a published scrap index, on our customers, which have largely been accepted in the marketplace. We have no assurance, however, that this will continue to be so, or that customers will agree to pay higher prices for our steel products, sufficient for us to maintain our margins, without resistance or the selection of other suppliers or alternative materials. If this occurs, we may lose customers, we may be unable to pass these higher scrap costs on to our customers, and we may suffer a loss of earnings and a deterioration in our financial condition. Moreover, some of our foreign integrated steel producer competitors are not as dependent as we are on scrap as a major part of their raw material melt mix. This may give them a raw material cost advantage over mini-mills during periods of high scrap costs relative to the cost of blast furnace iron used by the integrated producers, even with the higher costs they must currently pay for iron ore, coke, coking coal and other raw materials used in their steel making processes.

Our operations also require substantial amounts of other raw materials, including various types of alloys, refractories, oxygen, natural gas and electricity, the price and availability of which are also subject to market conditions. Price increases or the disruption of the supply of these products could adversely affect our results of operations.

19

We may incur substantial expenditures to comply with environmental laws which may adversely affect our results of operations and harm our financial condition.

We are subject to federal, state and local environmental laws and regulations concerning, among other matters, air emissions, furnace dust disposal and stormwater discharge. We believe we are in substantial compliance with applicable environmental laws and regulations. However, from time to time we receive claims from federal and state environmental regulatory agencies and entities asserting that we are or may be in violation of certain environmental laws and regulations. Based on our experience in dealing with such claims in the past and information currently available to us regarding any potential or outstanding claims, we believe that such claims will not have a material impact on our financial condition or results of operations. Despite our compliance and experience, it is possible we could be held liable for future charges which might be material but are not currently known or estimable. In addition, changes in federal or state laws, regulations or requirements or discovery of currently unknown conditions could require additional expenditures by us, interrupt production or hinder our ability to build new or expand production facilities.

Many of the raw materials, products and by-products associated with the operation of any industrial facility, including those for the production of steel, contain chemical elements or compounds that might be designated as hazardous. Our steel facilities generate, in the same manner as other similar steel plants in the industry, electric arc furnace dust, or EAF dust, that contains zinc, lead, chromium and cadmium. The EPA has designated this EAF dust, which is collected in baghouses, as hazardous waste. We have a contract with a reclamation facility in Mexico pursuant to which such facility receives the EAF dust generated by us and recovers the metals from the dust for reuse, thus rendering the dust non-hazardous. In addition, we routinely investigate alternative reclamation technologies and have implemented processes for diminishing the amount of EAF dust generated.

We purchase scrap steel from many sources. Much of the scrap is sorted and shredded at our plant sites. Although we screen incoming scrap for various contaminants, if we fail to detect radioactive or hazardous material, such materials could cause contamination of our equipment, land and products. We could incur significant costs to clean up the contamination and dispose of the contaminated material. The cost to clean up the contaminated material and the loss of revenue resulting from the lost production time could both be material. In addition, the “fluff” that remains after the steel and other valuable materials are removed from the scrap is deposited in landfills that we believe are operated by firms that properly dispose of the fluff. On occasion, we also recycle and dispose of hazardous wastes we generate in our plants, such as cleaning fluids, at hazardous waste recycling and disposal facilities. If a landfill or hazardous material recycler or disposal operator mismanages our fluff or other wastes in a way that creates an environmental hazard, we and all others who sent materials could become liable for cleanup costs, fines and other expenses many years after the disposal or recycling was completed.

We intend to comply with all legal requirements regarding the environment and health and safety matters, but since many of these requirements are subjective and therefore not quantifiable, are presently not determinable, or are likely to be affected by future legislation or rule making or regulatory interpretations by government agencies, it is not possible to accurately predict the aggregate future costs of compliance and their effect on our operations, future net income or financial condition. Notwithstanding our intentions to comply with all legal requirements, if injury to persons or damage to property or contamination of the environment has been or is caused by the conduct of our business or hazardous substances or wastes used in, generated or disposed of by us, we may be liable for such injuries and damages, and be required to pay the cost of investigation and remediation of such contamination.

The amount of such liability could be material, and we may incur material liability in connection with possible claims related to our operations and properties under environmental, health and safety laws.

Future litigation could affect our profitability.

The nature of our business exposes us to various litigation matters including product liability claims, employment matters, environmental matters, regulatory and administrative proceedings, governmental investigations, tort claims and contract disputes. When appropriate, we contest these matters vigorously. Certain, but not all, of these matters are covered by insurance. However, litigation is inherently costly and unpredictable, making it difficult to accurately estimate the outcome of existing or future litigation. Although we make accruals as

20

we believe warranted, the amounts we accrue could vary significantly from any amounts we actually pay due to the inherent uncertainties and shortcomings in the estimation process. Future litigation costs, settlements or judgments could materially and adversely affect our results of operations.

The requirements of complying with the Exchange Act and the Sarbanes-Oxley Act may strain our resources, and our internal control over financial reporting may not be sufficient to ensure timely and reliable external financial reports.

We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act. These requirements may place a strain on our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures, corporate governance standards and internal control over financial reporting. Section 404 of the Sarbanes-Oxley Act requires that management document and test our internal control over financial reporting and provide management’s conclusion in our Annual Report on Form 10-K for the fiscal year ending May 31, 2007, whether our internal control over financial reporting at May 31, 2007 is effective. To maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, significant resources and management oversight will be required and we may need to devote financial resources, additional time and personnel to legal, financial and accounting activities to ensure our ongoing compliance with public company reporting requirements. There is no assurance that we will be able to implement any required changes to correct possible material weaknesses in internal control over financial reporting and sufficiently document and test the revised internal control procedures to make a positive conclusion as to the effectiveness of internal control over financial reporting by May 31, 2007.

Unexpected equipment failures, catastrophic events and scheduled maintenance may lead to production curtailments or shutdowns.

Due to the high fixed cost nature of our business, interruptions in our production capabilities may cause our productivity and results of operations to decline significantly during the affected period. Our manufacturing processes are dependent upon critical pieces of equipment, such as our steel furnaces, continuous casters and rolling equipment, as well as electrical equipment, such as transformers. This equipment may, on occasion, be out of service as a result of unanticipated failures or damaged during accidents. In addition to equipment failures, our facilities are also subject to the risk of catastrophic loss due to unanticipated events such as fires, explosions or violent weather conditions. We experienced a fire at our Virginia plant in fiscal year 2003, and may in the future experience material plant shutdowns or periods of reduced production as a result of equipment failures or catastrophic events. We also have scheduled shut-downs every 12 to 24 months to refurbish our steel production facilities. Any interruption in production capability may require us to make significant capital expenditures to remedy problems. In addition, lost production time could have a negative effect on our profitability and cash flows.

Implementation of our growth strategy has certain risks.

As part of our growth strategy, we may expand existing facilities, build additional plants, acquire other steel assets, enter into joint ventures or form strategic alliances that we believe will expand or complement our existing business. If any of these transactions occur, they will likely involve some or all of the following risks:

• the potential disruption of our ongoing business;

• the diversion of resources and management’s time;

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

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

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

21

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

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

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

Pursuing our growth strategy may be required for us to remain competitive, but we may not be able to complete any such transactions or obtain financing, if necessary, for such transactions on favorable terms. Future transactions may not improve the competitive position and business prospects as anticipated, and could reduce sales or profit margins, and, therefore, earnings if they are not successful.

If we are unable to protect our intellectual property and prevent its use by third parties, or if our products and methods and the products and methods we license infringe on the intellectual property rights of others, our ability to compete in the market may be harmed.

We rely on patent protection, as well as a combination of copyright, trade secret and trademark laws to protect our proprietary information and technology and prevent others from duplicating certain products and methods. If our patent claims are rendered invalid or unenforceable, or narrowed in scope, the patent coverage afforded certain of our products and methods could be impaired, which could impede our ability to produce and market our products, negatively affect our competitive position and harm our business and operating results.

There is no assurance that our products or methods do not infringe the patents or other intellectual property rights of third parties. Infringement and other intellectual property claims and proceedings brought against us, whether successful or not, could result in substantial costs and harm our reputation. Such claims and proceedings can also distract and divert management and key personnel from other tasks important to the success of our business. In addition, intellectual property litigation or claims could force us to do one or more of the following:

• cease selling our products or using our methods that incorporate the asserted intellectual property, which could adversely affect our revenue;

• pay substantial damages for past use of the asserted intellectual property; and

• obtain a license from the holder of the asserted intellectual property, which license may not be available on reasonable terms, if at all.

We are a party to a number of licenses giving us rights to third-party intellectual property that is useful to our business. Our success will depend in part on the ability of our licensors to obtain, maintain and enforce our licensed intellectual property. Without protection for the intellectual property we license, other companies might be able to offer substantially identical products for sale and use substantially similar methods, which could adversely affect our competitive business position and harm our business prospects.

Our change-in-control provisions could make it more difficult for a third party to acquire us, and discourage a takeover, and may adversely affect our stockholders.

Our certificate of incorporation and bylaws and the Delaware General Corporation Law contain provisions that may have the effect of making more difficult or delaying attempts by others to obtain control of our company, even when these attempts may be in the best interests of stockholders. Delaware law also imposes conditions on certain business combination transactions with “interested stockholders.”

Prior to the spin-off, we adopted a preferred stock purchase rights plan to encourage anyone seeking to acquire our company to negotiate with our board of directors prior to attempting a takeover. While the plan was designed to guard against coercive or unfair tactics to gain control of our company, the rights will have certain anti-takeover effects. The rights will cause substantial dilution to any person or group who attempts to acquire a

22

significant amount of common stock without approval from our board of directors. As a result, the overall effect of the rights may be to render more difficult or discourage or delay any attempt to acquire us. Because we can redeem the rights, the rights will not interfere with a merger or other business combination approved by our board.

We entered into a tax sharing and indemnification agreement with TXI under which we agreed that, among other things, we may not, except in certain specified transactions, redeem our equity securities (or those of certain of our subsidiaries) for two years following the spin-off nor may we liquidate, merge or consolidate with another person or sell, exchange, distribute or otherwise dispose of our assets (or those of certain of our subsidiaries) during the six-month period following the spin-off. Notwithstanding these restrictions, we may take certain actions prohibited by these covenants (other than those described above that are prohibited during the six-month period) if we provide TXI with an IRS ruling or an unqualified opinion of tax counsel, acceptable to TXI, to the effect that these actions will not affect the tax-free nature of the spin-off.

The credit agreement governing our credit facility and the indenture governing our notes contain provisions that may require us to repay our borrowings under our credit facility and repay holders of our notes if a change of control occurs.

These provisions and others that could be adopted in the future could deter unsolicited takeovers or delay or prevent changes in control or management of the Company, including transactions in which stockholders might otherwise receive a premium for their shares over then current market prices. These provisions may limit the ability of stockholders to approve transactions that they may deem to be in their best interests.

Risks Related to our Industry

Our business is sensitive to economic cycles.

A significant percentage of our sales is attributable to the overall level of construction activity since demand for structural steel is derived primarily from non-residential construction. Construction activity in this segment is cyclical and is influenced by prevailing economic conditions, including interest rate levels, inflation, consumer spending habits and employment. The demand for steel products is also generally affected by macroeconomic fluctuations in the U.S. and global economies. Fluctuations in the value of the dollar can be expected to affect our business because a strong U.S. dollar makes imported steel products less expensive, resulting in more imports into the U.S. by foreign competitors.

Future economic downturns, stagnant economies or currency fluctuations could decrease the demand for our products or increase imports, which could have a material adverse effect on our results of operations by decreasing our volume of shipments, sales and profitability. Moreover, our industry is characterized by low backlogs, which means our results of operations are promptly affected by short-term economic fluctuations.

Excess global capacity and the availability of competitive substitute materials have, at times, resulted in intense competition and may, in the future, cause downward pressure on prices.

The domestic and global steel industry is generally characterized by overcapacity, which can have a negative impact on domestic steel prices. Global overcapacity has sometimes resulted in high levels of steel imports into the United States, exerting downward pressure on domestic steel prices and resulting in, at times, a dramatic reduction in, or, in the case of many steel producers, the elimination of gross margins. In addition, in the case of certain product applications, we and other steel manufacturers compete with manufacturers of other materials, including plastic, aluminum, graphite composites, ceramics, glass, wood and concrete. Product substitution could also have a negative impact on demand for steel products and place downward pressure on prices.

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

Excessive imports of steel into the United States have in recent years exerted, and may again in the future exert, downward pressure on U.S. steel prices and significantly reduce our sales, margins and profitability. U.S. steel

23

producers compete with many foreign producers. Competition from foreign producers is typically strong, but it increases during some periods as a result of an excess of foreign steelmaking capacity, periodic weakening of the economies of certain foreign steelmaking countries, and a strong U.S. dollar relative to foreign currencies.

Economic difficulties in these countries or a reduction in demand for steel produced by these countries, when those events occur, result in lower local demand for steel products in these countries and tend to encourage greater steel exports to the United States at depressed prices. In addition, while the U.S. dollar is currently relatively weak compared to historical averages, any recovery or increase in the U.S. dollar exchange rate relative to other currencies would improve the competitive position of foreign producers by making the prices of foreign imports more attractive.

In addition, we believe the downward pressure on, and depressed levels of, U.S. steel prices in recent years have been, and may again in the future be, further exacerbated by imports of steel involving dumping and subsidy abuses by foreign steel producers. Some foreign steel producers are owned, controlled or subsidized by foreign governments. As a result, decisions by these producers with respect to their production, sales and pricing are often influenced to a greater degree by political and economic policy considerations than by prevailing market conditions or consideration of profit or loss. For example, between 1998 and 2001, when imports of structural and bar products increased dramatically, domestic steel producers, including us, were adversely affected by unfairly priced or “dumped” imported steel.

24

USE OF PROCEEDS

This exchange offer is intended to satisfy our obligations under the registration rights agreement dated as of July 5, 2005 with Banc of America Securities LLC, UBS Securities LLC, SunTrust Capital Markets, Inc., Wells Fargo Securities, LLC and Comerica Securities, Inc., as initial purchasers. We will not receive any cash proceeds from the issuance of the exchange notes.

CAPITALIZATION

The following table sets forth our consolidated cash, our long-term payable to TXI and capitalization as of May 31, 2005 (a) on a historical basis and (b) as adjusted to give effect to the offering of the outstanding notes, the exchange offer, the borrowings under the credit facility, the dividend to TXI and the spin-off. This table should be read in conjunction with “Selected Financial Data,” “Unaudited Pro Forma Consolidated Condensed Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical consolidated financial statements and notes thereto included elsewhere in this prospectus.

	As of May 31, 2005
	Actual		As adjusted as described above
	(in thousands)
Cash	$	9,287	$	9,287
Long-term debt
Credit facility (1)	$	—	$	50,000
Notes		—		300,000
Total long-term debt		—		350,000
Long-term payable to TXI		543,246		—
Stockholders’ equity:
Preferred Stock, $0.01 par value, 10,000,000 shares authorized, none issued		—		—
Common stock, $0.01 par value; 100,000,000 shares authorized, 22,803,867 shares issued and outstanding at May 31, 2005		228		228
Additional paid-in capital		206,818		709,330
Retained earnings (deficit)		144,474		(196,665	)
Total stockholders’ equity		351,520		512,893
Total capitalization	$	894,766	$	862,893

⁽¹⁾ On a pro forma basis, as of May 31, 2005 in addition to drawing $50 million under our credit facility, we have approximately $5 million letters of credit outstanding, which leaves approximately $95 million available for working capital and general corporate purposes. See “Description of Certain Indebtedness –Senior Secured Revolving Credit Facility.”

25

SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA

Set forth below are selected consolidated financial and other data for each of the fiscal years in the period ended May 31, 2005. The consolidated balance sheet data as of May 31, 2005 and 2004 and consolidated statement of operations for each of the three fiscal years in the period ended May 31, 2005, have been derived from our audited consolidated financial statements included in this prospectus. The consolidated balance sheet data as of May 31, 2003 and consolidated statement of operations for the year ended May 31, 2002 have been derived from our audited consolidated financial statements. The historical consolidated balance sheet data as of May 31, 2002 and 2001 and the historical consolidated statement of operations data for the fiscal year ended May 31, 2001 have been derived from our unaudited consolidated financial statements. The consolidated financial statements reflect transactions with TXI and its affiliates on the basis determined by TXI. You should read the information presented below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

The historical financial data include all costs of TXI’s steel business. For all periods presented, these costs include the allocation of certain corporate expenses from TXI. We believe these allocations were made on a reasonable basis. The consolidated financial statements may not necessarily reflect our financial position, results of operations and cash flows in the future or what our financial position, results of operations or cash flows would have been if we had been an independent public company during the periods presented. See “Risk Factors - Risks Related to Our Recently Completed Spin-Off from TXI.”

	Fiscal Years Ended May 31,
	2005			2004			2003			2002			2001
Statement of Operations Data:
Net sales	$	1,116,376		$	905,324		$	645,991		$	685,228		$	619,785
Costs and expenses (income):
Cost of products sold		925,766			842,228			673,597			640,034			621,493
Selling, general and administrative		28,730			30,173			23,913			30,482			27,161
Interest		47,275			49,597			51,027			50,581			49,929
Other income, net		(5,605	)		(7,677	)		(1,967	)		(15,624	)		(4,759	)
		996,166			914,321			746,570			705,473			693,824
Income (loss) before income taxes and accounting change		120,210			(8,997	)		(100,579	)		(20,245	)		(74,039	)
Income taxes (benefit)		42,090			(3,199	)		(36,517	)		(7,011	)		(24,804	)
Income (loss) before accounting change		78,120			(5,798	)		(64,062	)		(13,234	)		(49,235	)
Cumulative effect of accounting change – net of income taxes		—			480			—			—			—
Net income (loss)	$	78,120		$	(5,318	)	$	(64,062	)	$	(13,234	)	$	(49,235	)
Basic and diluted earnings (loss) per share:
Income (loss) before accounting change	$	3.43		$	(.25	)	$	(2.82	)	$	(.58	)	$	(2.17	)
Cumulative effect of accounting change		—			.02			—			—			—
Net income (loss)	$	3.43		$	(.23	)	$	(2.82	)	$	(.58	)	$	(2.17	)
Average shares outstanding:
Basic and diluted (1)		22,804			22,804			22,804			22,804			22,804
Balance Sheet Data (at end of period) (2)
Cash	$	9,287		$	8,575		$	3,328		$	—		$	—
Working capital		324,811			184,523			139,926			203,483			164,889
Property, plant and equipment – net		627,253			650,463			686,767			713,174			748,614
Total assets		1,152,242			1,035,925			986,430			1,078,316			1,060,686
Long-term payable to TXI		543,246			543,246			543,246			543,246			543,246
Stockholders’ equity		351,520			270,801			276,118			340,151			349,212
Other Financial Data:
Ratio of earnings to fixed charges (3)		3.55x			—			—			—			—
Units shipped (tons)
Structural		1,426			1,637			1,464			1,498			1,286
Bar		369			449			360			383			324
Total units shipped		1,795			2,086			1,824			1,881			1,610

⁽¹⁾ Earnings (loss) per share information for all periods presented has been computed based on the number of shares of the Company’s common stock issued to TXI as of July 29, 2005.

26

⁽²⁾ In connection with our spin-off from TXI on July 29, 2005, we entered into a $150 million credit facility, borrowed $50 million under the credit facility, issued $300 million of 10% senior unsecured notes (the outstanding notes), paid a dividend of $341.1 million to TXI, and settled the remaining intercompany accounts with TXI. See “Recent Developments.”

⁽³⁾ The ratio of earnings to fixed charges is computed by dividing earnings by fixed charges. Earnings consist of net income (loss) to which has been added income taxes, amortization of capitalized interest and fixed charges excluding capitalized interest. Fixed charges consist of interest on all indebtedness (including capitalized interest) plus amortization of debt issuance costs and approximately one-third of rental expense. For the years ended May 31, 2004, 2003, 2002 and 2001 our earnings were not sufficient to cover our fixed charges by $7.3 million, $98.9 million, $18.5 million and $72.3 million, respectively.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion in conjunction with the consolidated financial statements and the corresponding notes included elsewhere in this prospectus. Certain statements contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. See “Forward-Looking Statements.” Such statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. See “Risk Factors.”

Overview

We are a leading supplier of structural steel and specialty bar products. We have plants located in Midlothian, Texas and Dinwiddie County, Virginia that together have an annual rated production capacity of approximately 2.8 million tons of steel. Our facilities produce and sell structural steel, piling products, specialty bar products, merchant bar quality rounds, reinforcing bars and channels. We produce this broad array of steel products utilizing recycled steel scrap obtained from crushed automobiles and other sources as the principal raw material. Our products are sold principally to steel service centers, fabricators, cold finishers, forgers and original equipment manufacturers and are distributed primarily to markets in North America.

Our sales prices closely track domestic steel industry sales prices and are market based. Domestic demand for structural steel is derived primarily from non-residential construction. Therefore, a significant percentage of our sales are attributable to the level of non-residential construction activity in the United States. The level of activity in non-residential construction is cyclical and is influenced by prevailing economic conditions, including interest rate levels, inflation, consumer spending habits and employment. In addition, we compete in a global steel industry and domestic prices are significantly influenced by global industry prices. The global steel industry is generally characterized by overcapacity, which in the past has resulted in high levels of steel imports into the United States, exerting downward pressure on domestic steel prices. In the last year, world-wide steel and steel scrap demand has increased, due in part to the economic expansion of China. The increased steel demand and the relatively weak U.S. dollar have helped curb imports into the United States. These domestic and global factors have combined to produce higher selling prices and record operating profits for us. Should global demand weaken, or steel production increase materially, foreign steel production that is currently being exported to or consumed by other countries, including China, may instead be exported to the United States. Additional steel imports into the United States, declining non-residential construction or a material increase in domestic steel production could cause our selling prices to fall. A significant decline in sales prices could materially and adversely affect our financial condition and results of operations.

Our business requires large amounts of capital investment, raw material, energy, labor and maintenance, and our future success depends on continued access to these resources. At full capacity, our annual steel scrap usage would be 3.4 million tons, which would represent approximately 6% of the U.S. scrap market. We make predominately all steel scrap purchases on the open market where prices are subject to market forces beyond our control. A major portion of the shredded steel requirements of our Texas plant is produced by our on-site shredder operation primarily utilizing crushed auto bodies purchased on the open market. The shredding operation gives us a competitive advantage by providing usable scrap at reduced cost compared to similarly prepared scrap available on the open market. The geographical market that supplies the Texas plant provides some protection from sharply higher raw material prices caused in part by the economic expansion in China, which now consumes approximately one fourth of the world’s steel. Our Virginia plant began receiving scrap from our on-site shredding facility (which

27

is operated by an unrelated party) in the fourth quarter of fiscal year 2005. We believe there will be adequate sources of our principal raw materials to meet our near term needs, although probably at higher prices than has historically been the case due to increased global demand for steel.

Various Aspects of Spin-Off from TXI

We became an independent public company on July 29, 2005, as a result of our spin-off from TXI.

When we were a wholly-owned subsidiary of TXI, TXI utilized a centralized cash management program for all of its subsidiaries through which we received payments from TXI as a result of cash received from product sales or made payments to TXI or its subsidiaries for purchases of materials or services or for costs incurred on our behalf, including raw material procurement, payroll and capital expenditures. As a result of the spin-off, we are no longer part of this program.

The accompanying financial statements include all costs of our steel business. For all periods presented, these costs include the allocation of certain corporate expenses from TXI. TXI’s corporate expenses were allocated to us based on either the percentage of time employees incurred performing services for us or specifically identified costs incurred by TXI for us. Management believes the allocations were made on a reasonable basis. However, the consolidated financial statements may not necessarily reflect our financial position, results of operations and cash flows in the future. See “Risk Factors—Risks Related to Our Recently Completed Spin-Off from TXI.”

TXI, through one of its subsidiaries, previously provided us with common carrier services, transporting finished product to our customers and backhauling materials and supplies for us. These costs have been included in cost of products sold in the consolidated statements of operations and were $6.6 million in 2005, $5.9 million in 2004 and $6.0 million in 2003. We believe the rates charged to us for transportation services approximate the rates that would have been charged by third parties. Following the spin-off, we are utilizing assets transferred to us by TXI to operate our own common carrier service.

During the periods presented, interest on our balances with TXI and its subsidiaries accrued at a rate of 8%. This rate would not necessarily represent the rate we would be able to obtain on loans from unaffiliated third parties. See “Impact of the Distribution and Separation from TXI.”

Since 1986, TXI included our operations in its United States consolidated federal income tax return. TXI also included us with it or certain of its subsidiaries in consolidated, combined or unitary income tax groups for state tax purposes as required by law. The provision (benefit) for deferred income taxes for the periods presented has been determined as if we had filed separate tax returns. TXI managed its tax position for the benefit of its entire portfolio of businesses and its tax strategies are not necessarily reflective of the tax strategies we will follow.

At various times items of intercompany indebtedness were settled between and among us and our subsidiaries and TXI and its subsidiaries. These intercompany accounts were settled through offsets, contributions of such indebtedness to our capital and other non-cash transfers. By the effective date of the spin-off, TXI had contributed to capital the net intercompany indebtedness owed to it by the Company and our subsidiaries (approximately $502.5 million at May 31, 2005).

28

Results of Operations

Fiscal Year ended 2005 Compared to Fiscal Year 2004.

	Fiscal Years Ended May 31,						Change			% Change
	2005			2004
	(in thousands, except per ton data)
Net sales
Structural mills	$	790,789		$	643,043		$	147,746		23.0	%
Bar mill		238,934			177,967			60,967		34.3	%
Other products		32,254			27,076			5,178		19.1	%
Delivery fees		54,399			57,238			(2,839	)	(5.0	%)
Total	$	1,116,376		$	905,324		$	211,052		23.3	%
Units shipped (tons)
Structural		1,426			1,637			(211	)	(12.9	%)
Bar		369			449			(80	)	(17.8	%)
Total		1,795			2,086			(291	)	(14.0	%)
Average sales price per ton
Structural	$	555		$	393		$	162		41.2	%
Bar		647			396			251		63.4	%
Total		574			394			180		45.7	%
Net sales	$	1,116,376		$	905,324		$	211,052		23.3	%
Costs and expenses (income)
Cost of products sold		925,766			842,228			83,538		9.9	%
Selling, general and administrative		28,730			30,173			(1,443	)	(4.8	%)
Interest		47,275			49,597			(2,322	)	(4.7	%)
Other income, net		(5,605	)		(7,677	)		2,072		(27.0	%)
		996,166			914,321			81,845		9.0	%
Income (loss) before income taxes and accounting change		120,210			(8,997	)		129,207		N/M
Income taxes (benefit)		42,090			(3,199	)		45,289		N/M
Income (loss) before accounting change		78,120			(5,798	)		83,918		N/M
Cumulative effect of accounting change-net of income taxes		—			480			(480	)	N/M
Net income (loss)	$	78,120		$	(5,318	)	$	83,438		N/M

N/M – Not Meaningful

Net sales. During fiscal 2005, our total net sales increased $211.1 million to a record level of $1.1 billion. The favorable market conditions caused by the multiple economic factors discussed in the Overview portion of this Management’s Discussion and Analysis resulted in an increase of 45.7% in the average sales price for our rolled product. Bar product average selling price was enhanced by a greater mix of higher margin special bar quality sales than the prior year. Shipping volumes for bar and structural products diminished in fiscal 2005 as selling prices stabilized and service center customers reduced their inventories compared to the prior year period, during which service center customers increased inventories in anticipation of higher prices. Increased pricing for rolled product accounted for approximately $322.8 million of increased net sales, while the decrease in volumes accounted for approximately $114.1 million in decreased net sales.

Cost of products sold. Cost of products sold in fiscal 2005 was $925.8 million, including depreciation and amortization, an increase of $83.5 million from the prior year. The increase was due primarily to a 37.8% increase in raw material unit costs reflecting increased pricing as a result of the increase in global demand for our raw materials, principally scrap steel. After the unprecedented increase in raw material prices in fiscal 2004 as a result of the increase in global demand, our raw material prices began to stabilize in the third quarter of fiscal 2005. We expect average raw material prices to increase in the first half of fiscal 2006.

Selling, general and administrative. Selling, general and administrative expense in fiscal 2005 decreased $1.4 million from the prior year as a decrease in bad debt expense of $2.0 million due to the write-off of a large

29

customer’s account in fiscal 2004, and a decrease in other administrative expenses of $1.9 million were partially offset by a $2.5 million increase in incentive compensation expense as a result of our higher profitability.

Interest. Interest expense decreased $2.3 million to $47.3 million in fiscal 2005, which was the interest charged on the balance due TXI that primarily resulted from cash advances received for the construction of the Virginia plant.

Other income, net. Other income, net in fiscal 2005 decreased $2.1 million primarily due to $4.2 million received from our litigation against certain graphite electrode suppliers in the prior year.

Income taxes (benefit). During fiscal 2005 our provision for income tax was $42.1 million, compared to a benefit from income tax of $3.2 million during fiscal 2004, due to improved pre-tax results. There was no material change in our effective tax rate from the prior year.

On October 22, 2004, the American Jobs Creation Act of 2004 (the “Jobs Creation Act”) became law. Among other provisions, the Jobs Creation Act allows a deduction for income from qualified domestic production activities, which will be phased in from 2005 through 2010. We are currently evaluating the impact of the new law on our future taxable income. For financial reporting purposes, any deductions for qualified domestic production activities will be accounted for as a special deduction rather than as a rate reduction. Accordingly, any benefit from the deduction will be reported in the period in which the deduction is realized.

Cumulative effect of accounting change—net of income taxes. Effective June 1, 2003, we adopted Statement of Financial Accounting Standards No. 143, “Accounting for Asset Retirement Obligations,” which applies to legal obligations associated with the retirement of long-lived assets. We incur legal obligations for asset retirement as part of our normal operations related to land reclamation and Resource Conservation and Recovery Act closures. Application of the new rules resulted in a cumulative benefit of $0.5 million, net of income taxes of $0.3 million in fiscal 2004.

Net income (loss). Net income improved $83.4 million in fiscal 2005 due to the factors discussed above.

30

Fiscal Year 2004 Compared to Fiscal Year 2003

	Fiscal Years Ended May 31,						Change			% Change
	2004			2003
	(in thousands, except per ton data)
Net sales
Structural mills	$	643,043		$	460,227		$	182,816		39.7	%
Bar mill		177,967			116,231			61,736		53.1	%
Other products		27,076			18,921			8,155		43.1	%
Delivery fees		57,238			50,612			6,626		13.1	%
Total	$	905,324		$	645,991		$	259,333		40.1	%
Units shipped (tons)
Structural		1,637			1,464			173		11.8	%
Bar		449			360			89		24.7	%
Total		2,086			1,824			262		14.4	%
Average sales price per ton
Structural	$	393		$	314		$	79		25.2	%
Bar		396			323			73		22.6	%
Total		394			316			78		24.7	%
Net sales	$	905,324		$	645,991		$	259,333		40.1	%
Costs and expenses (income)
Cost of products sold		842,228			673,597			168,631		25.0	%
Selling, general and administrative		30,173			23,913			6,260		26.2	%
Interest		49,597			51,027			(1,430	)	(2.8	%)
Other income, net		(7,677	)		(1,967	)		(5,710	)	290.3	%
		914,321			746,570			167,751		22.5	%
Income (loss) before income taxes and accounting change		(8,997	)		(100,579	)		91,582		N/M
Income taxes (benefit)		(3,199	)		(36,517	)		33,318		N/M
Income (loss) before accounting change		(5,798	)		(64,062	)		58,264		N/M
Cumulative effect of accounting change-net of income taxes		480			—			480		N/M
Net income (loss)	$	(5,318	)	$	(64,062	)	$	58,744		N/M

N/M – Not Meaningful

Net sales. During fiscal 2004, our total net sales increased $259.3 million to $905.3 million. The favorable market conditions caused by the multiple economic factors discussed in the Overview portion of this Management’s Discussion and Analysis resulted in an increase of 24.7% in the average sales price for our rolled product. Bar product average selling price was enhanced by a higher mix of higher margin special bar quality sales than the prior period. Shipments in fiscal 2004 increased 14.4% to 2.1 million tons as a result of increased shipping levels for structural and bar products in the last half of the year as steel service centers built inventories by accelerating purchases to avoid incremental price increases. Increased pricing for rolled product accounted for approximately $161.0 million of increased net sales, while the increase in volumes accounted for approximately $83.0 million of increased net sales.

Cost of products sold. Cost of products sold in fiscal 2004 was $842.2 million, including depreciation and amortization, an increase of $168.6 million from the prior year. The increase was the result of higher shipments and the effect of higher raw material costs on unit costs. We experienced dramatic increases in the cost of steel scrap, the principal raw material used in our steel production, as prices trended upward throughout the two years in the period ended May 31, 2004. These costs increased 40% in fiscal 2004 from the prior year, with the majority of the increase occurring in the second half of the year as global demand for metallic products increased. The increased costs were partially offset by improved operating efficiencies at the Virginia plant due to increased production levels. Depreciation and amortization increased from the prior year due to capital expenditures for normal replacement and technological upgrades of existing equipment.

31

Selling, general and administrative. Selling, general and administrative expense increased $6.2 million primarily due to a $1.7 million increase in incentive compensation due to improved operating results and a $2.0 million increase in bad debt expense as the result of the write-off of a large customer’s account.

Interest. Interest expense decreased $1.4 million to $49.6 million in fiscal 2004, which was the interest charged on the balance due TXI that primarily resulted from cash advances received for the construction of the Virginia plant.

Other income, net. Other income, net increased $5.7 million in fiscal 2004 from the prior fiscal year and included $4.2 million obtained from our litigation against certain graphite electrode suppliers.

Income taxes (benefit). During fiscal 2004, our benefit from income tax was $3.2 million, compared to $36.5 million during fiscal 2003 due to improved pre-tax results. There was no material change in our effective tax rate from the prior year.

Cumulative effect of accounting change—net of income taxes. Effective June 1, 2003, we adopted Statement of Financial Accounting Standards No. 143, “Accounting for Asset Retirement Obligations,” which applies to legal obligations associated with the retirement of long-lived assets. We incur legal obligations for asset retirement as part of our normal operations related to land reclamation and Resource Conservation and Recovery Act closures. Application of the new rules resulted in a cumulative benefit of $0.5 million, net of income taxes of $0.3 million, in fiscal 2004.

Net income (loss). Net income (loss) improved $58.7 million in fiscal 2004 due primarily to the factors discussed above.

Critical Accounting Policies

The preparation of financial statements and accompanying notes in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported. Changes in the facts and circumstances could have a significant impact on the resulting financial statements. We believe the following critical accounting policies affect our more complex judgments and estimates.

Inventories. Inventories are stated at the lower of cost or market. Cost is determined principally using the last-in, first-out method of accounting. Management evaluates the current trend of selling prices and estimates market value based on expected near-term selling prices.

Environmental liabilities. We are subject to environmental laws and regulations established by federal, state and local authorities and make provision for the estimated costs related to compliance when it is probable that a reasonably estimable liability has been incurred.

Legal contingencies. We are defendants in lawsuits that arose in the normal course of business and make provision for the estimated loss from any claim or legal proceeding when it is probable that a reasonably estimable liability has been incurred.

Long-lived assets. Management reviews long-lived assets for impairment whenever changes in circumstances indicate that the carrying amount of the assets may not be recoverable and would record an impairment charge if necessary. Such evaluations compare the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset and are significantly impacted by estimates of future prices for our products, capital needs, economic trends and other factors.

Goodwill. We test goodwill for impairment at least annually. If the carrying amount of the goodwill exceeds its fair value, an impairment loss is recognized. In applying a fair-value-based test, estimates are made of the expected future cash flows to be derived from the applicable reporting unit. Similar to the review for impairment of other long-lived assets, the resulting fair value determination is significantly impacted by estimates of future prices for our products, capital needs, economic trends and other factors. The fair value of our goodwill exceeds its carrying value.

32

New accounting pronouncements. In December 2004, the FASB issued SFAS No. 123R, “Share-Based Payment.” SFAS No. 123R is a revision of SFAS No. 123, “Accounting for Stock Based Compensation,” and supersedes APB No. 25. Among other items, SFAS No. 123R eliminates the use of APB No. 25 and the intrinsic value method of accounting, and requires companies to recognize the cost of employee services received in exchange for awards of equity instruments, based on the grant date fair value of those awards, in the financial statements. The current effective date of SFAS No. 123R is the first fiscal year beginning after June 15, 2005, which will be the first quarter of our fiscal year ending May 31, 2007. We currently expect to adopt SFAS No. 123R effective June 1, 2006 using the “modified prospective” method. Under the modified prospective method, compensation cost is recognized in the financial statements beginning with the effective date, based on the requirements of SFAS No. 123R for all share-based payments granted after that date, and based on the requirements of SFAS No. 123 for all unvested awards granted prior to the effective date of SFAS No. 123R. Financial information for periods prior to the date of adoption of SFAS No. 123R would not be restated. We currently utilize a standard option pricing model (i.e., Black-Scholes) to measure the fair value of stock options granted to employees. While SFAS No. 123R permits entities to continue to use such a model, the standard also permits the use of a “lattice” model. We have not yet determined which model we will use to measure the fair value of awards of equity instruments to employees upon the adoption of SFAS No. 123R.

The adoption of SFAS No. 123R will have a significant effect on our future results of operations. However, it will not have an impact on our consolidated financial position. The impact of SFAS No. 123R on our results of operations cannot be predicted at this time, because it will depend on the number of equity awards granted in the future, as well as the model used to value the awards. However, had we adopted the requirements of SFAS No. 123R in prior periods, the impact would have approximated the amounts disclosed in Note 5 in the Notes to Consolidated Financial Statements.

SFAS No. 123R also requires that the benefits associated with the tax deductions in excess of recognized compensation cost be reported as a financing cash flow, rather than as an operating cash flow as required under current literature. This requirement will reduce net operating cash flows and increase net financing cash flows in periods after the effective date. These future amounts cannot be estimated, because they depend on, among other things, when employees exercise stock options. However, the amount of operating cash flows recognized in prior periods for such excess tax deductions, for fiscal 2004, 2003 and 2002 were not material.

In December 2004, the FASB issued SFAS No. 151, “Inventory Costs, an amendment of ARB No. 43, Chapter 4,” which will become effective for the Company beginning June 1, 2006. This standard clarifies that abnormal amounts of idle facility expense, freight, handling costs and wasted material should be expensed as incurred and not included in overhead. In addition, this standard requires that the allocation of fixed production overhead cost to inventory be based on the normal capacity of the production facilities. We are currently evaluating the potential impact of this standard on our financial position and results of operations.

In May 2005, the Financial Accounting Standards Board issued SFAS No. 154, “Accounting Changes and Error Corrections,” which is effective for the Company for reporting changes in accounting principles beginning June 1, 2006. SFAS No. 154 changes the reporting of a change in accounting principle to require retrospective application to prior periods’ financial statements, unless explicit transition provisions are provided for in new accounting pronouncements or existing pronouncements that are in the transition phase when SFAS No. 154 becomes effective.

Liquidity and Capital Resources

We fund working capital requirements and capital expenditures primarily with cash from operations. Historically we financed major capital expansion projects with cash from operations and advances from TXI. In addition, we lease certain mobile and other equipment used in our operations under operating leases that in the normal course of business are renewed or replaced by subsequent leases.

Net working capital at May 31, 2005 increased $140.3 million to $324.8 million from May 31, 2004, reflecting a $139.0 million increase in current assets and a $1.3 million decrease in current liabilities. The increase in current assets was primarily due to an increase in inventories of $69.1 million as a result of higher volumes and higher raw material costs. The payable to TXI decreased $76.2 million during fiscal 2005 as improved pre-tax

33

results allowed us to reduce outstanding balances to TXI. Accounts receivable, net increased $24.2 million in fiscal 2005 due to higher sales in the month of May 2005 compared to the prior year period. Prepaid expenses increased primarily due to an increase in unamortized shutdown costs of $4.9 million, which are amortized over the benefited period, typically 12 months.

Net working capital at May 31, 2004 increased $44.6 million to $184.5 million from May 31, 2003, reflecting a $101.2 million increase in accounts receivable due to the termination of an agreement to sell trade receivables. See Note 3 in the Notes to Consolidated Financial Statements. Short term amounts payable to TXI increased $44.9 million in fiscal 2004 to meet our operating cash needs. Prepaid expenses decreased $6.4 million in fiscal 2004 primarily due to a decrease in unamortized costs of scheduled plant shutdowns of $4.8 million.

Cash flows

Net cash provided by operating activities includes the effects of TXI’s centralized cash management program for all of its subsidiaries, through which we have received advances from and made transfers to TXI depending on our cash requirements. These transactions have been treated as amounts payable to and receivable from TXI.

Net cash provided by operating activities increased $8.4 million in fiscal 2005 to $27.7 million, compared to the prior year. Net income and the related effect of deferred income taxes increased cash flows $103.1 million, which was offset predominately by an increase in cash used for inventories of $69.1 million due to higher raw material costs and volumes. The change in accounts receivable, trade accounts payable and amounts payable to and receivable from TXI reflected the termination of the agreement to sell trade receivables.

Net cash provided by operating activities decreased $8.8 million in fiscal 2004 to $19.3 million primarily as a result of decreased net advances received from TXI and offset by higher net income due to increased pricing and the related effect of deferred income taxes. Changes in working capital items were primarily the result of higher steel prices that increased net receivables by $37.5 million in addition to the termination of the agreement to sell trade receivables which resulted in a total change of $101.2 million.

Net cash provided by operating activities increased $10.6 million in fiscal 2003 to $28.1 million reflecting a $108.6 million increase in net advances received from TXI to offset the decline in profitability as a result of a decline in shipments and average selling price due to the decline in non-residential construction and continuing pressure from imports. Also, net cash provided by operating activities was negatively impacted as the deferred tax provision for the year reflected $29.4 million of reduced expense as a result of an $83.9 million net operating loss carryforward.

Net cash used by investing activities was $27.0 million in fiscal 2005, $14.1 million in fiscal 2004 and $23.2 million in fiscal 2003. Capital expenditures were $26.6 million in fiscal 2005, $13.9 million in fiscal 2004 and $22.3 million in fiscal 2003. Capital expenditures for normal replacement and improvement of our existing equipment are currently estimated to be approximately $30 million over the next 12 months.

Net cash provided (used) by financing activities was $1.6 million in fiscal 2003 as we repaid the entire amount of our third party debt.

Impact of the distribution and separation from TXI

On June 16, 2005, we entered into a credit facility which provides up to $150 million of available borrowings. The credit facility includes a $25 million sub-limit for letters of credit. Any outstanding letters of credit will be deducted from the borrowing availability under the credit facility. Amounts drawn under the credit facility will bear interest either at LIBOR plus a margin of 1.00% to 1.75%, or at a base rate (which will be the higher of the federal funds rate plus 0.5% and the prime rate) plus a margin of up to 1.00%. The interest rate margins are subject to adjustments based on our leverage ratio. The commitment fee calculated on the unused portion of the credit facility will range from 0.25% to 0.50% per year based on our leverage ratio. The credit facility matures June 16, 2010 and may be terminated at any time. The credit facility is secured by security interests in all of or most of our existing and future accounts and inventory, certain related personal property and in all of the equity

34

interest in our present and future domestic subsidiaries and 66% of the equity interest in our present and future foreign subsidiaries. The credit facility contains covenants restricting, among other things, prepayment or redemption of our other debt, distributions, dividends, and repurchases of capital stock and other equity interests, acquisitions and investments, indebtedness, liens and affiliate transactions. We are required to comply with certain financial tests and to maintain certain financial ratios, such as leverage and interest coverage ratios. On July 6, 2005, we borrowed $50 million under the credit facility. The amount borrowed under the credit facility will fluctuate based upon our cash flow and working capital needs.

In addition, on July 6, 2005, we issued $300 million aggregate principal amount of outstanding notes due July 15, 2013. The outstanding notes are unsecured and will effectively be subordinated in right of payment to all of our existing and future senior secured debt, including borrowings under our credit facility. All of our consolidated subsidiaries have guaranteed the outstanding notes. The guarantees are full and unconditional and are joint and several. At May 31, 2005, we had no significant assets or operations independent of our investment in our subsidiaries. The indenture governing the outstanding notes contains covenants that will limit our ability and the ability of our subsidiaries to, among other things, incur additional indebtedness, pay dividends or make other distributions or repurchase or redeem stock, make investments, sell assets, incur liens, enter into agreements restricting the ability to pay dividends, enter into transactions with affiliates and consolidate, merge or sell all or substantially all of our or their assets.

We used the net proceeds from our credit facility borrowings and the outstanding notes to pay a cash dividend of $341.1 million to TXI on July 6, 2005.

Any inter-company accounts to TXI that remained immediately prior to the distribution were contributed to our capital. As a result of the these transactions, we expect our interest expense will decrease to an estimated annualized expense of approximately $34 million at the anticipated level of borrowings at the time of distribution, compared to historical interest expense of approximately $47 million for the year ended May 31, 2005.

The accompanying financial statements include all costs of our steel business. For all periods presented, these costs include the allocation of certain corporate expense from TXI. TXI’s corporate expenses have been allocated to us based on either the percentage of time employees incurred in performing services for us or specifically identified costs incurred by TXI for us. Management believes the allocations were made on a reasonable basis. However, the consolidated financial statements may not necessarily reflect our financial position, results of operations and cash flows in the future.

We believe the net cash provided by our operating activities, supplemented as necessary with borrowings under our credit facility, and existing cash will provide sufficient resources to meet our working capital requirements, debt service and other cash needs over the next year.

UNAUDITED PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

The unaudited pro forma consolidated condensed financial statements presented below consist of the unaudited pro forma consolidated condensed balance sheet as of May 31, 2005 and the unaudited pro forma consolidated condensed statement of operations for the year ended May 31, 2005. The unaudited pro forma consolidated condensed financial statements presented below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and corresponding notes included in this prospectus. The unaudited pro forma consolidated condensed financial statements have been prepared giving effect to our recent financings, the $341.1 million dividend we paid to TXI and the contributions to capital by TXI as if these transactions occurred as of May 31, 2005 for the unaudited pro forma consolidated condensed balance sheet and as of June 1, 2004 for the unaudited pro forma consolidated condensed statement of operations for the year ended May 31, 2005.

The unaudited pro forma consolidated condensed balance sheet and unaudited pro forma consolidated condensed statements of operations included in this prospectus have been derived from our financial statements included in this prospectus and do not purport to represent what our financial position and results of operations actually would have been had the distribution and related transactions occurred on the dates indicated or to project our financial performance for any future period.

35

CHAPARRAL STEEL COMPANY

UNAUDITED PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET

As of May 31, 2005

(In thousands)

	Historical		Pro Forma Adjustments			Pro Forma
Assets
Current assets:
Cash and equivalents	$	9,287	$	300,000	(a)	$	9,287
				50,000	(b)
				(8,861	)(c)
				(341,139	)(e)
Accounts receivable – net		127,383		—			127,383
Inventories		246,223		—			246,223
Receivable from affiliates		40,734		(40,734	)(d)		—
Prepaid expenses		11,097		—			11,097
Total current assets		434,724		(40,734	)		393,990
Other assets:
Goodwill		85,166		—			85,166
Investments and deferred charges		5,099		8,861	(c)		13,960
		90,265		8,861			99,126
Property, plant and equipment – net		627,253		—			627,253
Total assets	$	1,152,242	$	(31,873	)	$	1,120,369
Liabilities and Stockholders’ Equity
Current liabilities:
Trade accounts payable	$	88,980	$	—		$	88,980
Accrued wages, taxes and other liabilities		20,933		—			20,933
Total current liabilities		109,913		—			109,913
Deferred income taxes and other credits		147,563		—			147,563
Long-term debt		—		300,000	(a)		350,000
				50,000	(b)
Long-term payable to TXI		543,246		(543,246	)(d)		—
Stockholders’ equity:
Common stock		228		—			228
Additional paid-in capital		206,818		502,512	(d)		709,330
Retained earnings (deficit)		144,474		(341,139	)(e)		(196,665	)
Total stockholders’ equity		351,520		161,373			512,893
Total liabilities and stockholders’ equity	$	1,152,242	$	(31,873	)	$	1,120,369
Shares issued and outstanding		22,804		—			22,804

See notes to unaudited pro forma consolidated condensed financial statements.

36

CHAPARRAL STEEL COMPANY

UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS

For the Year Ended May 31, 2005

(In thousands, except per share amounts)

	Historical			Pro Forma Adjustments			Pro Forma
Net sales	$	1,116,376		$	—		$	1,116,376
Costs and expenses (income)
Cost of products sold		925,766			—			925,766
Selling, general and administrative		28,730			—			28,730	(j)
Interest		47,275			(47,275	)(f)		34,085
					34,085	(g)
Other income		(5,605	)		—			(5,605	)
		996,166			(13,190	)		982,976
Income before income taxes and accounting change		120,210			13,190			133,400
Income taxes		42,090			4,616	(h)		46,706
Income before accounting change	$	78,120		$	8,574		$	86,694
Share information (i)
Net earnings per share:
Basic and diluted	$	3.43					$	3.80
Weighted average shares outstanding:
Basic and diluted		22,804			—			22,804

See notes to unaudited pro forma consolidated condensed financial statements.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

The unaudited pro forma consolidated condensed balance sheet includes the following adjustments as of May 31, 2005:

(a) Reflects issuance of $300 million of 10% exchange notes due July 2013.

(b) Reflects borrowings of $50 million under the $150 million credit facility due June 2010.

(c) Reflects payment of loan costs associated with our new debt facilities described in (a) and (b).

(d) Reflects contribution of TXI intercompany accounts to capital.

(e) Reflects dividend payment to TXI of $341.1 million.

The accompanying unaudited pro forma consolidated condensed statement of operations reflects the following pro forma adjustments:

(f) Reflects the elimination of the historical interest expense on long-term payable due to TXI. The outstanding balance due to TXI as of the distribution date was contributed to our capital.

(g) Reflects the estimated annual interest expense including amortization of estimated debt costs. Interest expense was estimated based on the initial $50 million advance under a five-year revolving secured $150 million credit facility at a LIBOR-based floating interest rate assumed to have been 5.0% for the year ended May 31, 2005; the issuance of $300 million of senior unsecured notes with a fixed interest rate of 10.0% per annum. If the interest rate on the LIBOR based debt were to increase or decrease by 0.125% for the year, annual interest expense would increase or decrease by approximately $62,500.

37

Amortization of estimated capitalizable debt origination fees and expenses was calculated using the terms of the respective debt agreements.

(h) Reflects the estimated tax impact at statutory rates for pro forma adjustments described in notes (f) and (g).

(i) Pro forma basic and diluted net earnings per share are computed based on the number of shares of the Company’s common stock issued to TXI as of July 29, 2005.

(j) The pro forma statement of operations excludes estimated incremental selling and administrative expenses we expect to incur to operate as an independent public company.

Contractual obligations

The following table summarizes our future payments under material contractual obligations to third parties at May 31, 2005 after giving effect to the July 6, 2005 initial borrowing under our credit facility and the issuance of $300 million of the outstanding notes.

	Fiscal Years
	Total		2006		2007		2008		2009-2010		After 2010
	(in thousands)
Long-term debt	$	350,000	$	—	$	—	$	—	$	—	$	350,000
Processed gas supply contract purchase obligations		44,126		5,813		5,813		5,813		11,626		15,061
In-plant mill services purchase obligations		31,694		4,453		4,453		4,453		8,906		9,429
Defined benefit plan		37,922		188		189		353		1,271		35,921
Asset retirement obligations		19,127		30		31		32		67		18,967
Operating lease obligations		1,219		1,017		184		17		1		—
Total	$	484,088	$	11,501	$	10,670	$	10,668	$	21,871	$	429,378

We have entered into an agreement to purchase a minimum monthly amount of processed gases at a base price adjusted quarterly based upon a percentage change in the producer price index. The gases are produced from a facility located at our Texas facility and owned and operated by an independent third party. This agreement expires on August 31, 2012. At May 31, 2005, the minimum monthly charge was approximately $0.4 million. We entered into a similar agreement to purchase processed gases for the Virginia facility with the same third party which expires in December 2014. The agreement specifies that we will purchase a minimum monthly amount of processed gases at a base price adjusted quarterly based upon a similar formula. At May 31, 2005, the minimum monthly charge was approximately $0.1 million. We believe our minimum purchase requirements will be satisfied by our consumption of the products in the normal course of our business.

We have entered into an agreement to purchase a minimum monthly amount of mill services at our Texas facility. This agreement expires in December 2014. At May 31, 2005, the minimum monthly charge was approximately $5,000. We have entered into a similar agreement to purchase a minimum monthly amount of mill services for the Virginia facility. This agreement expires in June 2012. At May 31, 2005, the minimum monthly charge was approximately $0.4 million. We believe that our minimum purchase requirements will be satisfied by our consumption of the products in the normal course of our business.

On July 21, 2005, the Board of Directors approved the Chaparral Steel Company Financial Security Plan which provides retirement and death benefits for our employees with the same terms and conditions of the TXI plans which previously covered these employees.

The asset retirement obligations represent the estimated undiscounted costs for legal obligations associated with the retirement of long-lived assets. We lease certain mobile and other equipment, office space and other items, which in the normal course of business are renewed or replaced by subsequent leases. Total expense for such operating leases amounted to $2.0 million in fiscal 2005, $2.0 million in fiscal 2004 and $2.8 million in fiscal 2003.

38

Other Items

Off-balance sheet arrangements. We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Environmental matters. We are subject to federal, state and local environmental laws and regulations concerning, among other matters, air emissions, furnace dust disposal and wastewater discharge. We believe we are in substantial compliance with applicable environmental laws and regulations; however, from time to time we receive claims from federal and state environmental regulatory agencies and entities asserting that we are or may be in violation of certain environmental laws and regulations. Based on our experience in dealing with such claims in the past and the information currently available to us regarding any potential or outstanding claims, we believe that such claims will not have a material impact on our financial condition or results of operations. Despite our compliance and experience, it is possible that we could be held liable for future charges which might be material but are not currently known or estimable. In addition, changes in federal or state laws, regulations or requirements or discovery of currently unknown conditions could require additional expenditures by us.

Inflation. We believe inflation has not had a material effect on our results of operations.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

We have not entered into derivatives or other financial instruments for trading or speculative purposes.

On July 6, 2005, we entered into a senior secured revolving credit facility, or the credit facility, which provides up to $150 million of available borrowings. Amounts drawn under the credit facility bear interest either at LIBOR plus a margin of 1.00% to 1.75%, or at a base rate (which will be the higher of the federal funds rate plus 0.50% and the prime rate) plus a margin of up to 1.00%. The interest rate margins are subject to adjustments based on our leverage ratio. Accordingly, fluctuations in interest rates will impact the interest we pay on borrowings under our credit facility. On July 6, 2005, we also issued $300 million aggregate principal amount of outstanding notes. Although fluctuations in interest rates will not impact the interest we pay on this debt, it would impact the fair value of this debt.

In the normal course of our business, we are exposed to market risk for price fluctuations related to the sale of steel products and to the purchase of commodities used in the steel production process, principally scrap steel, electricity and natural gas. We attempt to negotiate the best prices for our raw materials and energy requirements and to obtain prices for our steel products that match market price movements in response to supply and demand. Beginning in January 2004, we implemented a raw material surcharge program, derived from a published scrap price index, designed to pass some of the increased costs associated with rising raw material prices through to customers.

Steel mini-mills consume large amounts of electricity and natural gas. The electric industry has been deregulated in Texas since January 2002. The Texas plant purchases electricity through a local retail electric provider using various long and short term supply arrangements. The Commonwealth of Virginia is in transition to a deregulated market for electricity. Electricity for the Virginia plant is purchased through the local utility under an interruptible supply contract with periodic adjustments for fuel costs. Natural gas is purchased from local gas marketers and delivered to our plants through local transportation agreements. Historically, we have not used financial instruments to mitigate price fluctuations on such purchases, however we may use such financial instruments when appropriate.

During the fiscal year ended May 31, 2005, all of our foreign sales and purchases were denominated in U.S. dollars, thereby eliminating the currency exchange risks on these transactions.

39

INDUSTRY OVERVIEW

The following discussion is intended to provide background information concerning the industry in which we operate. Please note, however, that industry trends or other factors discussed below may not affect our business in the same manner or to the same degree as the industry generally. Some of the information included in the following discussion is based on predictions and projections. These predictions and projections are subject to inherent uncertainties. Consequently, actual results may differ materially from those expressed in or implied by these predictions and projections. See “Forward-Looking Statements.” For specific information about our business and operating results, see “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the other information contained in this prospectus.

The steel industry is generally composed of two major types of producers: integrated mills and mini-mills. Integrated mills, which use blast furnaces to make molten steel from iron ore and coke, are more energy and capital-intensive than mini-mills, which melt recycled steel scrap with electric arc furnaces. As a group, mini-mills are generally characterized by a lower cost of production and higher productivity than integrated mills. Moreover, mini-mills have tended to employ a management culture that emphasizes flexible, incentive-oriented non-union labor practices designed to encourage productivity and efficiency. The smaller plant size of a mini-mill also permits greater flexibility in the choice of location for the mini-mill to optimize scrap supply, energy costs, infrastructure and distribution. As mini-mill production technologies have evolved, mini-mill producers have displaced integrated producers as manufacturers of numerous steel products. Today the primary producers of structural steel and steel bar products in the United States utilize the mini-mill process.

The market for structural steel, our primary steel product, is a niche market in the U.S. steel industry, with supply totaling approximately 7.6 million tons in 2004, or approximately 5.4% of total U.S. steel supply. Structural steel products include wide flange beams, standard beams, channels and other shapes that are primarily used in commercial, retail, industrial, institutional and warehouse construction. Additional markets for these products include manufactured housing and public works.

The U.S. steel industry, including the market for structural steel products, is currently experiencing a period of strong profitability due in part to the following factors:

• higher global levels of demand for steel driven by increased economic activity;

• recent consolidation trends in the industry;

• the recent weakness of the U.S. dollar relative to other major currencies; and

• high maritime transportation costs.

These factors have contributed to strong steel prices and profitability for U.S. producers as increases in pricing have outpaced increases in raw materials costs. Because the demand for structural steel products in North America is driven primarily by non-residential construction, structural steel consumption has been, and continues to be, highly cyclical, influenced by periods of economic growth or recession. The slowing of the U.S. economy, beginning in 2000, resulted in reduced levels of non-residential construction activity, which remain at cyclical low levels. As a result, structural steel consumption has declined and structural steel capacity currently exceeds demand. Competition from foreign producers has historically been strong, but imports of structural products have declined from their historically high levels two years ago due to the global factors previously noted.

The following chart highlights the cyclical nature of the non-residential construction industry and the correlation between the usage of structural steel and non-residential construction activity.

40

Source: FW Dodge for non-residential construction; AISA for U.S. structural steel.

Steel bar products consist of specialty bar products and reinforcing bar, a commodity product. In calendar 2004, the hot-rolled bar (including specialty bar) and reinforcing bar markets in the United States were approximately 9.0 million and 10.0 million tons, respectively. Specialty bar products include merchant bar quality products and special bar quality products or engineering steels that are used in applications where the service conditions or component design requirements are exacting. Such applications include oil country goods, automotive and defense components, off-highway equipment, industrial hardware and tools. Because higher quality specifications are required to make these products, fewer bar producers compete for this market. Reinforcing bar is used in concrete structures to increase tensile strength. It is relatively easy to make and is therefore made by a large number of producers, resulting in a regional market for this product.

41

OUR BUSINESS

We are the second largest producer of structural steel products in North America, based on tons shipped in the 2004 calendar year. We are also a major producer of steel bar products. We operate two mini-mill plants located in Midlothian, Texas and Dinwiddie County, Virginia that together have an annual rated production capacity of approximately 2.8 million tons of steel. We began operations in our Texas plant in July 1973 as a mini-mill producer of steel bar products with an annual capacity of 0.25 million tons and have since grown through internal expansion. In 1999, we completed construction of our modern, low-cost structural steel plant in Virginia, which nearly doubled our structural steel capacity and expanded our product line.

We utilize mini-mill technology, whereby recycled scrap steel is melted in electric arc furnaces, and continuous casting systems form the molten steel into a broad range of products. For the year ended May 31, 2005 we shipped 1.8 million tons of finished product and generated sales of $1.1 billion. For the year ended May 31, 2004, we shipped 2.1 million tons of finished product and generated sales of $905.3 million. Recent profitability has been high despite low levels of non-residential construction, the primary driver of demand for our products. We believe non-residential construction will ultimately recover from current cyclical lows. As our capacity utilization improves with the rebound in non-residential construction, we believe we will benefit from the resulting increase in production and sales.

Through our plant expansions and product innovation, we have significantly expanded and diversified our product mix. We currently manufacture over 230 different types, sizes and grades of structural steel and steel bar products. Our structural steel products include wide flange beams, channels, piling products and other shapes, and our steel bar products include specialty bar products and, to a lesser extent, reinforcing bar. Structural steel, steel bar products and other steel products represented approximately 71%, 21% and 3%, respectively, of net product sales for the year ended May 31, 2005.

We market our products throughout the United States, Canada and Mexico, and to a limited extent in Europe. We sell to steel service centers and steel fabricators for use in the construction industry, as well as to cold finishers, forgers and original equipment manufacturers for use in the railroad, defense, automotive, manufactured housing and energy industries.

Our Strengths

Low Cost Producer and Supplier. The following factors help our ability to be a low-cost producer and supplier of steel products:

• Modern Plants with Low Ongoing Capital Requirements. We believe our steel plants are among the most modern and efficient in the industry. Our efficient electric arc furnaces are periodically upgraded and maintained to yield high levels of efficiency. In addition, the employment of continuous casting and automated rolling mill technology gives our plants a strong competitive position. Both of our plants utilize our patented near net shape casting technology that was developed by our employees. Our Virginia plant utilizes a vertical shaft electric arc furnace that enables us to pre-heat our recycled steel scrap prior to melting, thus significantly reducing our energy costs. By using the latest technology available, the shaft furnace is among the most energy efficient in the world. Because our plants are modern and efficient, we expect the capital requirements of our plants for the foreseeable future to be low.

• On-Site Shredder Operations. The most significant component of our operating costs is scrap steel. Shredded steel represents approximately 40% of the raw material mix that is melted in electric-arc furnaces. We believe we are one of the only domestic structural steel producers with on-site scrap shredders at our plants. Our Texas plant benefits from our operation of one of the largest steel shredders in the world, which currently supplies a major portion of the plant’s shredded steel requirements. We have outsourced the operation of our shredder at our Virginia plant to a third party, the operation of which began in the fourth quarter of fiscal year 2005. The shredders enable us to purchase lower cost, readily available, unprocessed recycled steel scrap rather than high cost,

42

preprocessed recycled steel scrap. We believe this flexibility in acquiring a range of scrap types leads to a lower overall cost of scrap.

• Efficient, Non-Union Workforce. Our flexible, non-union workforce allows us to maintain high levels of labor efficiency without incurring material post-retirement employee liabilities. All of our employees participate in incentive compensation plans that award compensation for meeting and exceeding selected operational goals. We believe our competitive compensation and benefit packages as well as our organizational structure and employee practices enable us to attract and retain highly talented, motivated and productive employees who are committed to making our company a leader in the steel industry.

• Commitment to Innovation. We pride ourselves on being at the technical forefront of the steel industry. In 1982, we were one of the first companies to build and operate a structural steel mini-mill, and in 1991 we implemented our patented near net shape casting technology for structural steel. In addition, we have patented a number of recycling related processes. We use a process to separate the waste stream from our scrap in our Texas plant that we call STAR. STAR is a patented process licensed to us that separates the waste material from our shredding operations into distinct products such as aluminum, copper and coins, which are then sold. This further reduction in the net cost of scrap improves our competitive cost position.

Strategic Geographic Locations. Our facilities are near sources of scrap materials and a large portion of our customer base. This allows us to realize freight savings for inbound scrap as well as for outbound steel products destined for our customers. Our Virginia plant is the closest structural steel plant to the northeastern region of United States, which is the highest consuming region of structural products in North America. Our Texas mill is located in a region that generates an abundance of scrap, which we believe provides us with a competitive advantage as the largest consumer of scrap in the region.

Diversified Product Mix and End-User Markets. Our products include over 230 different types, sizes and grades of structural steel and steel bar products. Our structural steel products include wide flange beams, channels, piling products and other shapes and our steel bar products include specialty bar products and, to a lesser extent, reinforcing bar. Our steel products are sold to steel service centers and steel fabricators for use in the construction industry, the public works sector and to cold finishers, forgers and original equipment manufacturers for use in the railroad, defense, automotive, manufactured housing and energy industries. We believe this diversified mix of products enables us to access a broad range of end-user markets, serve a broad customer base and reduce our exposure to cyclical downturns. With our commitment to innovation, we are continuously working to develop more steel products for our customers. For example, we have developed the capacity to make piling products for retaining wall applications used primarily in the public works sector. The construction of our Virginia plant in 1999 provided the capability to produce Z sheet piling products, which are high margin steel products used primarily in retaining wall applications. Demand for Z sheet piling is driven primarily by public works instead of non-residential construction, and has historically been met by imports. We believe our Virginia plant is now one of only four steel mills in the world that produce hot rolled Z sheet pilings.

Long-Standing, Diverse Customer Relationships. We have established a solid base of long-standing relationships with a highly diversified customer base. No single customer represented more than 10% of our revenues in fiscal year 2005. We believe our long-standing relationships help to provide additional stability to our operating performance and make us a preferred supplier. We are committed to meeting customer requirements. We strive to maintain modern equipment at our facilities and to adopt new and innovative production technologies, all with the objective of meeting our customers’ needs. As an example, we believe we are the only structural steel producer that focuses on maintaining at all times at least 90% of widely used sizes of structural steel in inventory, a program we call Effective Inventory Management. We believe we receive a higher margin for these products because customers benefit due to lower working capital requirements and just-in-time availability.

Strong Management Team and Entrepreneurial Corporate Culture. Over the last several years, the structural steel niche of the U.S. steel industry has endured periods of intense competition from domestic and foreign producers. During this time, the steel industry has undergone significant consolidation. The industry has operated

43

in an environment that rewarded efficient, innovative operations and strong management. We believe the industry position of our company demonstrates the strength and vision of our management team. We also believe our corporate culture and operating philosophy creates an environment that drives our innovation and brings an entrepreneurial spirit to our company. Empowerment is a core concept of our management model. We empower our employees to make the decisions necessary to efficiently run their operations and to meet our corporate mission. Management’s responsibility is to provide our employees with the tools and resources to make these decisions.

Our Strategy

Maintain Our Low Cost Profile. We are focused on continuing to maintain one of the lowest operating cost structures in the steel segments we serve. We will continue to optimize the use of our equipment, enhance our productivity, apply new technologies and encourage our employees to further reduce our cost of production at each of our plants.

Expand Our Product Offerings. We intend to build on our low cost profile, our customer focus and our innovative culture to develop new and expand existing product lines. We recently started producing commercial quantities of the preferred piling products desired by the public works sector, and we believe we are now the only steel company in North America that has developed this capability and is making a wide range of preferred piling products. Our range of structural products has expanded from light and small beams that addressed less than 22% of the market in 1982 to today’s offering that covers almost the entire product range needed for non-residential construction. The commodity bar products we produced when we started making steel thirty years ago are a very small part of our current product offerings. Today our bar products principally address high value added niche markets and we are building on recently expanded capabilities in our bar mill to meet growing customer needs and requirements. Entering and expanding our product offering in the specialty bar market has further separated us from the commodity markets.

Provide Superior Customer Service. We will continue to work to understand our customers, their needs and the challenges they face to provide them with value-added solutions. We extend our focus to users of our products throughout the distribution channel. This includes owners, developers, engineers and architects as well as service center operators and fabricators. As an example, our recently developed Fast-Frame process is designed to reduce the construction period for a building project, thereby accelerating revenue generation to developers and reducing their cost of capital for the project. This process complements our Effective Inventory Management program.

Maintain Strong Financial Position and Financial Flexibility. We believe our capital structure will provide us a conservative financial profile and financial flexibility, which will allow us to use free cash flow from operations to reduce our leverage. A strong balance sheet should allow us to be opportunistic regarding strategic investments, to build strong relationships with our customers and suppliers and to recruit and retain the best employees.

Selectively Pursue Additional Growth through a Disciplined Approach to Acquisitions. We are focused on enhancing our product offerings and strengthening our market position to continue to improve our competitive position. We believe we have a significant opportunity for future growth through selective acquisitions. We intend to pursue opportunities to grow our business that we believe will add value and meet our return requirements.

Our Plants and Products

Our steel plants, located in Midlothian, Texas and Dinwiddie County, Virginia, produce a broader array of steel products than a traditional mini-mill. We use our patented near net shape casting technology at both facilities. This process involves casting molten steel into a shape that is closer to a product’s final shape than traditional casting methods. This technology provides energy and capital cost savings in the making of wide flange beams and other structural steel products. The Texas plant has two electric arc furnaces with three continuous casters that feed semi-finished billets to a bar mill, a medium structural mill and a large structural mill. Finished (rolled) products produced include beams up to twenty-four inches wide, merchant bar quality rounds, special bar quality rounds, reinforcing bar, H-piling, sheet piling and channels. The Virginia plant has one electric arc furnace and in-line processing units consisting of two near-net shape casters and a sophisticated rolling mill. Finished products include beams up to thirty-six inches wide, sheet piling, H-piling and channels.

44

The rated annual capacities of the plants are as follows:

Location	Rated Annual Productive Capacity (Tons)	Approximate Plant Square Footage
Texas:
Melting	1,800,000	275,000
Rolling	1,800,000	615,000
Virginia:
Melting	1,300,000	220,000
Rolling	1,000,000	460,000

The bar and structural mills produced approximately 1.9 million tons of finished products in the fiscal year ended May 31, 2005, 2.1 million tons in fiscal year 2004 and 1.8 million tons in fiscal year 2003.

Sales and Marketing

Our sales organization markets our steel products throughout the United States, Canada and Mexico, and to a limited extent in Europe. Foreign sales, including Canada and Mexico, represented 12.7%, 11.7%, and 6.0% of our total sales for fiscal years 2005, 2004 and 2003, respectively, and no individual country represented more than 10% of total sales during any such period.

To serve our customer base, we have a dedicated sales force of 34 employees, who are principally aligned along product lines. Management directs our overall sales strategy, which our sales group implements. Orders are generally filled the next day and are cancelable. Delivery of finished products is accomplished by common carrier, customer-owned trucks, rail, overseas container or barge.

Customers

We sell our products to a highly diversified customer base representing various steel consuming markets. Our customers are primarily in the Southwest and the eastern seaboard of the United States. No single customer represented more than 10% of our total consolidated revenues in fiscal year 2005.

A significant portion of our sales are to intermediate fabricators, processors and steel service centers. These customers typically act as intermediaries between steel producers and various end-user manufacturers that require further processing or inventory programs. The additional services performed by steel service centers and processors include cutting to length, providing camber, drilling holes, splitting the product, and minimizing load size. We also sell to cold finishers, forgers and original equipment manufacturers for use in the railroad, defense, automotive, manufactured housing and energy industries. Our special bar quality customers transform our hot-rolled steel bars into a variety of demanding end-use components through processes such as forging, cold-finishing, machining and heat treating. We do not place heavy reliance on franchises, licenses or concessions.

Raw Materials and Energy

Our business depends on continued access to reliable supplies of various raw materials, principally steel scrap, energy and industrial gases. We believe there will be adequate sources of our principal raw materials to meet our near term needs, although probably at higher prices than has historically been the case.

Our principal raw material is recycled steel scrap. Shredded steel represents approximately 40% of our raw material mix. A major portion of the shredded steel requirements of our Texas plant is produced by our on-site shredder operation utilizing primarily crushed auto bodies purchased on the open market. We have historically purchased shredded steel on the open market to meet all requirements for our Virginia facility. Our Virginia shredder, which is operated by a third party, began to generate scrap in the fourth quarter of fiscal 2005. Another grade of recycled steel scrap, Heavy Melt, represents approximately 40% of our raw material mix. We also

45

purchase Heavy Melt on the open market. The purchase price of recycled steel scrap is subject to market forces largely beyond our control. We expect scrap to continue to be in sufficient supply to satisfy our needs. We have no long-term scrap contracts and all purchases are in the form of short-term open market transactions.

Steel mini-mills consume large amounts of electricity and natural gas. The electric industry has been deregulated in Texas since January 2002. The Texas plant purchases electricity through a local retail electric provider using various long and short term supply arrangements. The Commonwealth of Virginia is in transition to a deregulated market for electricity. Electricity for the Virginia plant is purchased through the local utility under an interruptible supply contract with periodic adjustments for fuel costs. Natural gas is purchased from local gas marketers and delivered to our plants through local transportation agreements. Historically, we have not used financial instruments to mitigate price fluctuations on such purchases; however we may use such financial instruments when appropriate. We believe adequate supplies of electricity and natural gas are readily available, although some fluctuations will occur.

Competition

All of the markets in which we participate are highly competitive. We compete on the basis of price, quality and the ability to meet our customers’ product needs and delivery schedules.

We compete with domestic and international producers of steel products. Our principal domestic competitors in structural products are Nucor Corporation and Steel Dynamics, Inc. Other domestic competitors include Roanoke Steel Company, Gerdau AmeriSteel Corporation, Commercial Metals Company and Bayou Steel Corporation. Our domestic competitors in bar products include Nucor Corporation, Quanex - MACSTEEL and Republic Engineered Products LLC. Depending on economic conditions, from time to time international producers have entered our markets by offering steel delivered to port cities. These international producers include Arcelor, Duferco, Corus, Gerdau, Huta Katowice, Kangwon Industries, Severstal, Wuhan Iron and Steel, Celsa and Iscor. Certain of the foreign and domestic competitors, including both large integrated steel producers and mini-mills, have substantially greater assets and larger sales organizations than ours.

The steel industry is highly cyclical and subject to significant fluctuations in demand as a result of global macroeconomic changes in global economies, including those resulting from currency volatility. The global steel industry has historically been characterized by overcapacity, which has at times resulted in downward pressure on steel prices and gross margins. On occasion, steel imports into the United States have decreased our prices and negatively affected our operating results.

Employees

At August 1, 2005, we had approximately 1,450 employees, none of whom are represented by unions.

Legal Proceedings

We are defendants in lawsuits that arose in the ordinary course of business. In our judgment, the ultimate liability, if any, from such legal proceedings will not have a material effect on our consolidated financial position or results of operations.

Research and Development

In the course of our operations we continually work to enhance our production processes and develop new or improved products. We have recently been successful in producing our patented PZC piling, a new type of Z piling which we achieved through the use of research and development technologies such as computer modeling and trial rollings of metallic lead bars on a scaled down research rolling mill. Our new PZC piling features a ball-in-socket interlock connection that we believe is superior to connectors used in much of the world.

46

Intellectual Property

We own a number of U.S. patents relating to a wide variety of products and processes and are licensed under a number of patents. However, we believe no single patent or license, or group of patents or licenses, is of material importance to our overall business. We also own registered trademarks for certain of our products and service marks for certain of our services, which, unlike patents and licenses, are renewable so long as they are continued in use and properly protected.

Seasonality

While there is generally no seasonality in demand for our products, production at the mills is shut down periodically for up to two weeks to conduct comprehensive maintenance in addition to normal maintenance performed throughout the year and to install capital improvements.

Environmental

We are subject to federal, state and local environmental, health and safety laws and regulations including the Resource Conservation and Recovery Act (“RCRA”), the Clean Air Act, and the Clean Water Act. These laws and regulations address, among other matters, air emissions, electric arc furnace dust disposal and storm water discharge. We believe we are in substantial compliance with applicable environmental laws and regulations, however, from time to time we receive claims from federal, state and local regulatory agencies and entities, as well as from private parties, asserting that we are or may be in violation of certain of these laws and regulations. Based on our experience in dealing with such claims in the past and the information currently available to us regarding any potential or outstanding claims, we believe that such claims will not have a material impact on our financial condition or results of operations. Despite our compliance and experience, it is possible we could be held liable for future charges that might be material but are not currently known or estimable. In addition, changes in applicable laws, regulations or requirements or discovery of currently unknown conditions could require us to make additional expenditures, interrupt production or hinder our ability to build new or expand production facilities. See “Risk Factors - Risks Related to Our Company” for more detail.

Under RCRA and similar U.S. state programs, the owners of certain facilities that manage hazardous wastes are required to investigate and, if appropriate, remediate historic environmental contamination found at such facilities. All of our facilities are or may be subject to a corrective action program or other laws and regulations relating to environmental remediation, including projects relating to the reclamation of industrial properties.

New Clean Air Act requirements, such as revisions to national ambient air quality standards for ozone and particulate matter and designation of new nonattainment areas, may have significant impacts on us in the future, although whether and how it will affect us will not be determined for many years. We also may be affected if the U.S. federal government or the states in which we operate begin to regulate emissions of greenhouse gases such as carbon dioxide. However, because we cannot predict what requirements will be imposed on our operations or the timing of such requirements, we are not able to evaluate the ultimate future cost of compliance that may be associated with these potential developments.

Our facilities also are subject to a variety of permitting requirements under the Clean Water Act, which restricts the type and amount of pollutants that may be discharged from regulated sources into receiving bodies of waters, such as rivers, lakes and oceans. On October 17, 2002, the U.S. EPA issued regulations that require existing wastewater dischargers to comply with new effluent limitations. Our facilities do not discharge process wastewater and are not subject to these regulations. However, our facilities are subject to, and in compliance with, storm water discharge permits issued under a U.S. EPA program that has been delegated to the states.

In addition to the above matters, we may receive notices of violation relating to minor environmental matters from time to time in the ordinary course of business. We do not expect any material fines or penalties to arise from these items and none of these involve potential individual monetary sanctions in excess of $100,000.

47

We intend to comply with all legal requirements regarding the environmental, health and safety matters, but since many of these requirements are subjective and therefore not quantifiable, are presently not determinable, or are likely to be affected by future legislation or rule making by government agencies, it is not possible to accurately predict the aggregate future costs of compliance and their effect on our operations, future net income or financial condition. Notwithstanding our intentions to comply with all legal requirements, if injury to persons or damage to property or contamination of the environment has been or is caused by the conduct of our business or hazardous substances or wastes used in, generated or disposed of by us, we may be liable for such injuries and damages, and be required to pay the cost of investigation and remediation of such contaminations. The amount of such liability could be material and we may incur material liability in connection with possible claims related to our operations and properties under environmental, health and safety laws.

PRINCIPAL EXECUTIVE OFFICES

Our principal executive offices are located at 300 Ward Road, Midlothian, Texas 76065. Our telephone number is (972) 775-8241 and our corporate website is www.chapusa.com. We do not intend for information contained on our website to be part of this prospectus. We are incorporated under the laws of the state of Delaware.

48

MANAGEMENT

The following table sets forth information as of August 15, 2005 regarding our directors and executive officers.

Name	Age	Position
Eugenio Clariond (1)	62	Director
Ronald J. Gafford (2)	55	Director
Joseph M. Grant (3)	66	Director
James M. Hoak, Jr. (2)	61	Director and Chairman of the Board
Ian Wachtmeister (3)	72	Director
Elizabeth C. Williams (1)	62	Director
Tommy A. Valenta (3)	56	Director, President and Chief Executive Officer
Cary D. Baetz	40	Vice President and Treasurer
Timothy J. Bourcier	44	Vice President – Operations
Robert E. Crawford, Jr.	54	Vice President, Secretary and General Counsel
William H. Dickert	54	Vice President – Marketing and Sales
J. Celtyn Hughes	53	Vice President and Chief Financial Officer
Richard T. Jaffre	62	Vice President – Raw Materials
M. Kevin Linch	41	Vice President and Controller

⁽¹⁾ Term expires in 2006.

⁽²⁾ Term expires in 2007.

⁽³⁾ Term expires in 2008.

Eugenio Clariond joined our board of directors on July 6, 2005. Mr. Clariond serves as the chair of our governance committee and as a member of our compensation committee. Mr. Clariond is chairman of the board and chief executive officer of Grupo IMSA, S.A. (steel processor, auto parts, aluminum and plastic construction products) of Monterrey, Mexico. He has been the chief executive officer of Grupo IMSA, S.A. since 1981. Mr. Clariond also serves on the board of directors of Navistar International Corporation, Johnson Controls, Inc. and The Mexico Fund, Inc. Mr. Clariond was a director of TXI from 1998 to July 2005. From 1993 through 1997, Mr. Clariond was a director of Chaparral Steel Investments, Inc. (formerly known as Chaparral Steel Company).

Ronald J. Gafford joined our board of directors on July 22, 2005. Mr. Gafford serves as chair of our compensation committee and as a member of our governance committee. Mr. Gafford has served as the president and chief executive officer of Austin Industries, Inc., a civil, commercial and industrial construction company, since 2001 and served as Austin Industries’ president beginning in 1996. Mr. Gafford also serves as the chairman of British American Insurance Company. Mr. Gafford earned his bachelor of science degree from Texas A&M University in 1972 and his AMP from Harvard University’s Graduate School of Business in 1987. Mr. Gafford currently serves as a member of the board of directors of the Dallas Symphony Association, the Greater Dallas

49

Chamber of Commerce, the Dallas Citizens Council, Trinity Industries, Inc., the Interfaith Housing Coalition Foundation and the Preston Hollow Presbyterian Church Foundation.

Joseph M. Grant joined our board of directors on July 22, 2005. Mr. Grant serves on our audit committee. Mr. Grant has served as the chairman and chief executive officer of Texas Capital Bancshares Inc. since 1998 and is also chairman of Texas Capital Bank and its Internet division, BankDirect. From 1990 to 1998, Mr. Grant was executive vice president and chief financial officer of EDS and co-led the successful spin-off of EDS from its parent, General Motors. Mr. Grant earned his bachelor of business degree from Southern Methodist University and his master of business administration and a doctorate in finance and economics from the University of Texas. Mr. Grant serves on the board of directors of Vignette Corporation, KERA, MD Anderson Cancer Center, Southern Methodist University’s Tate Lecture Series, Communities Foundation of Texas and Wingate Partners.

James M. Hoak, Jr. joined our board of directors on July 22, 2005. Mr. Hoak serves as our chairman of the board (non-executive) and as a member of our executive committee. Mr. Hoak has served as chairman of Hoak Media, LLC, a television broadcaster, since its formation in August 2003. He also has served as chairman and a principal of Hoak Capital Corporation, a private equity investment firm, since September 1991. He served as chairman of Heritage Media Corporation from its inception in August 1987 to its sale in August 1997. From February 1991 to January 1995, he served as chairman and chief executive officer of Crown Media, Inc. From 1971 to 1987, he served as president and chief executive officer of Heritage Communications, Inc., a diversified cable television and communications company, and as its chairman and chief executive officer from August 1987 to December 1990. He is also a director of Da-Lite Screen Company, Inc., PanAmSat Corporation, and Pier 1 Imports, Inc. Mr. Hoak was a director of TXI from 1993 to July 2005.

Ian Wachtmeister joined our board of directors on July 22, 2005. Mr. Wachtmeister serves on our audit committee. Mr. Wachtmeister is the chief executive officer and chairman of The Empire, AB (trading company) of Stockholm, Sweden. He has been chief executive officer of The Empire, AB since 1983. Mr. Wachtmeister has extensive experience with steel and metals companies, including experience related to research and development, exporting and general management and was previously the chief executive officer of a major steel company in Sweden. In addition, Mr. Wachtmeister holds a master of science degree in metallurgy. Mr. Wachtmeister was a director of TXI from 1977 to July 2005.

Elizabeth C. Williams joined our board of directors on July 6, 2005. Ms. Williams serves as the chair of our audit committee and as a member of our executive committee. Since 1991, Ms. Williams has been the treasurer of Southern Methodist University. From 1989 to 1999, Ms. Williams was the vice president for business and finance at Southern Methodist University. Ms. Williams was a director of TXI from 1995 to July 2005.

Tommy A. Valenta has been our president and chief executive officer and a member of our board of directors since we were incorporated in February 2005. Mr. Valenta also chairs our executive committee. Mr. Valenta joined TXI in 1970. He held various positions in the organization including general manager, division vice president for aggregate development, North Texas ready-mix, transportation, cement marketing and concrete. He was appointed executive vice president, steel in 1998. Throughout his career, Mr. Valenta has served as a director for various industry associations including the National Ready-Mix Concrete Association, the American Institute of Steel Construction and the Steel Manufacturers Association.

Cary D. Baetz has been our vice president and treasurer since we were incorporated in February 2005. Mr. Baetz also served as our secretary from June 25, 2005 through July 20, 2005. Mr. Baetz joined TXI in November 1997. He has held various positions in the organization including senior financial analyst, corporate financial manager and director of corporate finance.

Timothy J. Bourcier has been our vice president-operations since June 25, 2005. Mr. Bourcier joined TXI in March 2001. He has held positions as vice president and plant manager and vice president of operations for steel. Since March 2002, he was vice president of steel operations. Prior to March 2001, Mr. Bourcier held various positions with North Star Steel Company, most recently as general manager of its Michigan facility.

Robert E. Crawford, Jr. has been our vice president and general counsel since July 1, 2005 and our secretary since July 21, 2005. Excluding a seven month period in 2000, Mr. Crawford was employed by the law firm

50

of Winstead Sechrest & Minick P.C., Dallas, Texas from 1983 until he joined us. During the period including April 2000 through October 2000, Mr. Crawford was executive vice president and general counsel of Digital Commerce Corporation, a Herndon, Virginia-based corporation that offered an internet based procurement portal to facilitate sales to and purchases by governmental entities. In 2001, Digital Commerce Corporation filed for protection under Chapter 11 of the U.S. Bankruptcy Code.

William H. Dickert has been our vice president-marketing and sales since June 25, 2005. Mr. Dickert joined TXI in 1973. He held various positions in the organization including general sales/marketing manager, general manager and vice president-concrete. Since March 2001, he was vice president of marketing and sales for steel.

J. Celtyn Hughes has been our vice president and chief financial officer since June 25, 2005. Mr. Hughes joined TXI in 1968. He held various positions in the organization including vice president of package products. He was appointed vice president-logistics and steel finance in 1998.

Richard T. Jaffre has been our vice president-raw materials since June 25, 2005. Mr. Jaffre joined TXI in 1974. Since he joined TXI he held the position of vice president of raw materials.

M. Kevin Linch has been our vice president and controller since August 2, 2005. Mr. Linch joined TXI in 1990 and has been our controller since 2000. Prior to that Mr. Linch served in various positions, including unit controller for structural products.

Certain Relationships

James M. Hoak, Jr., our chairman of the board (non-executive), currently serves as a director, chairperson of the audit committee, member of the governance committee and member of the compensation committee of Austin Industries, Inc. Ronald J. Gafford, one of our directors, a member of our governance committee and chairperson of our compensation committee, currently serves as the president and chief executive officer of Austin Industries.

Executive Compensation

Our compensation policies for executive officers, as determined by the compensation committee, are intended to (1) provide competitive compensation packages to retain and attract superior executive talent, (2) link a significant portion of compensation to financial results to reward successful performance, and (3) provide long-term equity compensation to further align the interests of executive officers with those of stockholders and further reward successful performance. The principal components of our executive officer compensation program are base salary, annual cash incentive plans, long-term cash incentive plans and long-term equity incentive awards.

The following table contains certain information about compensation earned for services rendered to TXI during the fiscal year ended May 31, 2005 by our chief executive officer and the four officers who would have been our four most highly compensated executive officers as of May 31, 2005 if we had been a separate company at that time. These amounts reflect compensation paid to these individuals as employees of TXI or one of its subsidiaries.

51

Summary Compensation Table

				Long Term Compensation Awards
	Annual Compensation			Awards		Payouts
Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)	TXI Securities Underlying Options (#)		LTIP Payouts ($)	Other Compensation ($)
Tommy A. Valenta President and Chief Executive Officer	2005	375,000	212,625	10,900	(1)	41,443	8,048	(2)
Timothy J. Bourcier Vice President – Operations	2005	229,231	167,797	2,500	(3)	—	7,641	(4)
William H. Dickert Vice President – Marketing and Sales	2005	209,231	153,159	3,000	(5)	—	6,312	(6)
J. Celtyn Hughes Vice President and Chief Financial Officer	2005	195,192	123,366	3,000	(5)	—	7,928	(7)
Richard T. Jaffre Vice President – Raw Materials	2005	195,000	142,740	2,500	(3)	—	8,186	(8)

⁽¹⁾ Represents options to purchase 10,900 shares of TXI common stock which were converted into options to purchase 43,617 shares of our common stock in connection with the spin-off.

⁽²⁾ Includes the vested and unvested portion of amounts contributed and allocated by TXI to its employee benefit plans of $7,790.

⁽³⁾ Represents options to purchase 2,500 shares of TXI common stock which were converted into options to purchase 10,003 shares of our common stock in connection with the spin-off.

⁽⁴⁾ Includes the vested and unvested portion of amounts contributed and allocated by TXI to its employee benefit plans of $7,568.

⁽⁵⁾ Represents options to purchase 3,000 shares of TXI common stock which were converted into options to purchase 12,003 shares of our common stock in connection with the spin-off.

⁽⁶⁾ Includes the vested and unvested portion of amounts contributed and allocated by TXI to its employee benefit plans of $6,174.

⁽⁷⁾ Includes the vested and unvested portion of amounts contributed and allocated by TXI to its employee benefit plans of $7,790.

⁽⁸⁾ Includes the vested and unvested portion of amounts contributed and allocated by TXI to its employee benefit plans of $7,790.

We offer financial security plans to substantially all of our senior managerial and executive employees. The plans are contributory but not funded. The plans include disability benefits under certain circumstances and death benefits payable to beneficiaries for a period of ten years or until the participant would have attained age 65, whichever last occurs. Participants in the plans who retire at or after attaining age 65 (age 60 in the case of Mr. Valenta) will be entitled to a supplemental retirement benefit. In the event of termination of employment under certain circumstances following a change in control (as defined in the plans), a participant will be deemed to be fully vested in any supplemental retirement benefit, without reduction, provided by the plans. With respect to the named executive officers set forth above, the normal retirement benefit may be either (i) 2.5 to 10 times covered salary depending upon age at enrollment and the time when additional coverage is offered, or (ii) 45% of covered annual salary for life with a 15-year certain benefit. The estimated annual benefits payable upon retirement at normal retirement age for each of the named executive officers set forth above who are vested in such benefit are as follows: Tommy A. Valenta-$187,500; William H. Dickert-$105,000; J. Celtyn Hughes-$76,591; and Richard T. Jaffre-$77,426.

On August 2, 2005, our board of directors approved the base salaries for our executive officers for the fiscal year ended May 31, 2006 in recognition of our spin-off from TXI and our operation as an independent public

52

company and ratified a previously negotiated employment agreement with Mr. Valenta. The current salaries for our chief executive officer and the four next most highly compensated officers are as follows:

Name and Principal Positions	Salary for Fiscal 2006
Tommy A. Valenta President and Chief Executive Officer	$	500,000
J. Celtyn Hughes Vice President and Chief Financial Officer	$	275,000
Robert E. Crawford, Jr. Vice President, General Counsel and Secretary	$	250,000
Timothy J. Bourcier Vice President – Operations	$	230,000
William H. Dickert Vice President – Marketing and Sales	$	210,000

Employment Agreement

We have entered into an employment agreement with Tommy A. Valenta, our chief executive officer and president for a term of three years. The employment agreement was negotiated by Mr. Valenta and TXI prior to our spin-off from TXI. During the term, we will pay Mr. Valenta a base salary of $500,000 per year and Mr. Valenta will participate in our annual and three-year cash incentive plans as and if established by our board of directors. Mr. Valenta is also entitled to participate in equity compensation plans we establish. Pursuant to the agreement, we granted to Mr. Valenta stock options to purchase 400,163 shares of our common stock with an exercise price of $18.40 per share, which was the closing price of our stock on July 29, 2005. The term of the options is ten years and 80,033 options vest on each of July 29, 2006, 2007 and 2008 and 80,032 vest on each of July 29, 2009 and 2010.

If Mr. Valenta’s base and incentive compensation exceeds $900,000 in any single fiscal year, our board of directors may, in its sole discretion, defer payment of the amount in excess of $900,000 until termination of Mr. Valenta’s employment. During the period of any such deferment, the deferred amounts will be treated as if invested in our common stock at a price per share equal to the mean between the high and low sales prices of a share of common stock during the deferral period. During any deferral period, the account so created will be credited with all applicable stock dividends and cash dividends will be credited in the form of common stock.

Following the occurrence of a change of control (as described in Article Fifteenth of our amended and restated certificate of incorporation), Mr. Valenta may terminate his employment by providing at least 30 days written notice. If he voluntarily terminates his employment following a change of control, Mr. Valenta will be entitled to an amount equal to two times the total base and incentive compensation earned in the fiscal year immediately preceding the fiscal year in which the termination occurs and all options to purchase our stock will immediately accelerate and vest. In addition, the non-competition covenants contained in the employment agreement and the financial security plan agreement entered into with Mr. Valenta will be deemed to be waived. In the event Mr. Valenta’s employment is terminated other than for cause or pursuant to the change of control provision, he will be entitled to an amount equal to his total base and incentive compensation for the preceding fiscal year.

The employment agreement also contains a covenant not to compete for a period of two years following termination of Mr. Valenta’s employment (except as described above).

Option/SAR Grants

We did not issue any options to our named executive officers in the fiscal year ended May 31, 2005. TXI, however, did make grants of options to purchase shares of TXI common stock to the named executive officers during the fiscal year ended May 31, 2005. In connection with the spin-off from TXI, these options were converted, effective as of July 29, 2005, into options to purchase shares of our common stock based on the formula set out in our separation and distribution agreement with TXI. The number of shares of our common stock which are subject

53

to the substitute options was determined by multiplying the unvested shares of TXI common stock subject to the option by a factor determined by dividing the closing price of the TXI common stock on July 29, 2005 ($73.63) by the closing price for our common stock on the same date ($18.40). The exercise price of the options to purchase our common stock was determined by multiplying the closing price of our common stock on July 29, 2005 by a ratio equal to the exercise price of the TXI option divided by the TXI closing price on July 29, 2005. The other terms of the substitute options, such as vesting and expiration dates, remain the same as the original TXI grant.

The following table presents information for the executive officers named in the summary compensation table above with respect to the stock options granted by TXI during the fiscal year ended May 31, 2005, which options were subsequently converted as of July 29, 2005 into stock options to purchase shares of our common stock.

Name	Number of TXI Securities Underlying Original Options Granted	Number of Chaparral Securities Underlying Substitute Options Granted	Percentage of Options Granted to Chaparral Employees During Fiscal Year (1)		Exercise Price Per TXI Share		Exercise Price Per Chaparral Share		Expiration Date	Potential Realizable Value at Assumed Annual Rates of Stock Appreciation for Option Term (2)
										5% ($)	10% ($)
Tommy A. Valenta	10,900	43,617	16.03	%	$	61.15	$	15.29	1/11/15	419,412	1,062,873
Timothy J. Bourcier	2,500	10,003	3.68	%	$	61.15	$	15.29	1/11/15	96,187	243,756
William H. Dickert	3,000	12,003	4.41	%	$	61.15	$	15.29	1/11/15	115,418	292,493
J. Celtyn Hughes	3,000	12,003	4.41	%	$	61.15	$	15.29	1/11/15	115,418	292,493
Richard T. Jaffre	2,500	10,003	3.68	%	$	61.15	$	15.29	1/11/15	96,187	243,756

⁽¹⁾ The percentages shown in this column represent the percentage the indicated options represent with respect to all TXI options granted during the fiscal year ended May 31, 2005 to TXI employees who subsequently became our employees.

⁽²⁾ The amounts shown in these columns represent the potential realizable values using the substitute Chaparral options granted and the exercise price. The SEC’s executive compensation disclosure rules set the assumed rates of stock appreciation. The rates are not intended to predict appreciation of our common stock.

Aggregated Option/SAR Exercises and Year-End Option Value Table

The following table presents certain information concerning options to purchase TXI common stock exercised during the fiscal year ended May 31, 2005, by each of the executive officers named in the summary compensation table above. The table also includes information regarding unexercised options to purchase shares of TXI common stock held by such persons at May 31, 2005. None of these executive officers held options to purchase our common stock in the fiscal year ended May 31, 2005.

Name	Shares Acquired on Exercise (#)	Value Realized ($)	Number of Securities Underlying Unexercised Options at Fiscal Year-End (#)		Value of Unexercised In-the-Money Options at Fiscal Year-End ($)
			Exercisable	Unexercisable	Exercisable	Unexercisable
Tommy A. Valenta	142,552	3,727,238	6,800	56,620	167,484	950,718
Timothy J. Bourcier	16,000	374,497	3,200	21,300	78,816	424,288
William H. Dickert	17,600	444,061	2,600	18,300	64,038	344,769
J. Celtyn Hughes	36,100	954,133	2,600	18,300	64,038	344,769
Richard T. Jaffre	40,800	1,171,236	—	17,200	—	329,991

54

DESCRIPTION OF CAPITAL STOCK

Authorized Capital Stock

Our authorized capital consists of 100 million shares of common stock, par value $0.01 per share, and 10 million shares of preferred stock, $0.01 par value per share. No shares of preferred stock are outstanding as of the date of this prospectus. On August 12, 2005, 22,803,867 shares of common stock were issued and outstanding.

Common Stock

The holders of our common stock are entitled to one vote for each share on all matters voted on by stockholders, including elections of directors, and, except as otherwise required by law or provided in any resolution adopted by our board with respect to any series of preferred stock, the holders of such shares will possess all voting power. Our certificate of incorporation does not provide for cumulative voting in the election of directors. Subject to any preferential rights of any outstanding series of our preferred stock created by our board from time to time, the holders of common stock will be entitled to such dividends as may be declared from time to time by our board from funds available therefor and upon liquidation will be entitled to receive pro rata all assets available for distribution to such holders.

The holders of our common stock have no preemptive rights. The rights, preferences and privileges of holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future. All outstanding shares of our common stock are fully paid and nonassessable.

Preferred Stock

Under our certificate of incorporation, the board has the authority, without further action by stockholders, to issue up to 10 million shares of preferred stock. The board may issue preferred stock in one or more series and may determine the rights, preferences, privileges, qualifications and restrictions granted to or imposed upon the preferred stock, including dividend rights, conversion rights, voting rights, rights and terms of redemption, liquidation preferences and sinking fund terms, any or all of which may be greater than the rights of the common stock. The issuance of preferred stock could adversely affect the voting power of holders of common stock and reduce the likelihood that common stockholders will receive dividend payments and payments upon liquidation. The issuance of preferred stock could also have the effect of decreasing the market price of the common stock and could delay, deter or prevent a change in control of our company. We have no current plans to issue any shares of preferred stock.

Anti-takeover Provisions

Certificate of Incorporation and By-law Provisions

Various provisions contained in our certificate of incorporation and by-laws could delay or discourage some transactions involving an actual or potential change in control of us and may limit the ability of stockholders to remove current directors or approve transactions that stockholders may deem to be in their best interests and could adversely affect the price of our common stock. In our certificate of incorporation, these provisions:

• authorize our board of directors to establish one or more series of undesignated preferred stock, the terms of which can be determined by the board of directors at the time of issuance;

• divide our board of directors into three classes of directors, with each class serving a staggered three-year term. As the classification of the board of directors generally increases the difficulty of replacing a majority of the directors, it may tend to discourage a third party from making a tender offer or otherwise attempting to obtain control of us;

55

• do not provide for cumulative voting in the election of directors, which, if allowed, could enable a minority stockholder holding a sufficient percentage of a class of shares to ensure the election of one or more directors;

• require that any action required or permitted to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing;

• require certain transactions with interested stockholders to be approved by an 80% vote of the outstanding shares unless such transaction is approved by 80% of disinterested directors and the per-share consideration for such transaction is equal to or greater than the highest price paid by the interested stockholder for any of our stock; and

• provide that certain provisions of our certificate of incorporation can be amended only by supermajority vote of 75% or 80% of the outstanding shares.

In addition, our by-laws establish advance notice requirements for submitting nominations for election to the board of directors and for proposing matters that can be acted upon by stockholders at a meeting.

Stockholders Rights Plan

On July 21, 2005, we adopted a stockholders rights plan, or the Rights Agreement. Pursuant to the Rights Agreement, we declared a dividend of rights, or the Rights, to purchase, upon the occurrence of certain events, one one-thousandth of a share of the Series A Junior Participating Preferred Stock, par value $0.01 per share, or the preferred stock, for each outstanding share of common stock of the Company. Until the Rights become exercisable, all further issuances of common stock, including common stock issuable upon exercise of outstanding options, will include issuances of Rights. The Rights will be exercisable at $90.00 per one one-thousandth of a share of preferred stock of the Company. The Rights will expire on July 29, 2015 unless extended or unless the Rights are earlier redeemed or exchanged by us.

The Rights are not exercisable nor are they transferable apart from the common stock until the earlier of (a) the tenth day after such time as a person or group acquires beneficial ownership of 15% of the common stock of the Company or (b) the tenth business day (unless extended by our board of directors) after a person or group announces its intention to commence or commences a tender or exchange offer the consummation of which would result in beneficial ownership by a person or group of 15% or more of the common stock. The earlier of these dates is referred to as the “Distribution Date.” As soon as practicable after the Distribution Date, separate right certificates will be issued and the Rights will become exercisable and transferable apart from the common stock.

The preferred stock of the Company issuable upon exercise of the Rights will be non-redeemable and rank junior to any other series of the Company’s preferred stock that is outstanding. Each whole share of preferred stock of the Company will be entitled to receive a quarterly preferential dividend of $1.00 per share but will be entitled to receive, in the aggregate, a dividend of 1,000 times the dividend declared on the common stock of the Company. In the event of liquidation, the holders of the preferred stock of the Company will be entitled to receive a preferential liquidation payment equal to the greater of $1,000 per share, plus all accrued and unpaid dividends, or, in the aggregate, a liquidation payment equal to 1,000 times the payment made per share of common stock of the Company. Each share of preferred stock of the Company will have 1,000 votes, voting together with the common stock of the Company. Finally, in the event of any merger, consolidation or other transaction in which shares of common stock of the Company are exchanged for or changed into other stock or securities, cash and/or other property, each share of preferred stock of the Company would be entitled to receive 1,000 times the amount received per share of common stock of the Company.

Delaware Business Combination Statute

Section 203 of the Delaware General Corporation Law provides that, subject to exceptions set forth therein, an interested stockholder of a Delaware corporation shall not engage in any business combination, including mergers or consolidations or acquisitions of additional shares of the corporation, with the corporation for a three-year period following the date that such stockholder becomes an interested stockholder unless:

• before such date, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

56

• upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, other than statutorily excluded shares; or

• on or subsequent to such date, the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders by the affirmative vote of at least 66-2/3% of the outstanding voting stock which is not owned by the interested stockholder.

An interested stockholder is generally defined to include any person that is the owner of 15% or more of the outstanding voting stock of the corporation, or that is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within three years immediately before the date of determination.

Transfer Agent and Registrar

We have appointed Mellon Investor Services LLC as the transfer agent and registrar for our common stock.

Nasdaq National Market Listing

Our common stock is traded on the Nasdaq National Market under the symbol “CHAP.”

57

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Spin-Off and Related Financing

We were incorporated in Delaware on February 22, 2005, as a wholly-owned subsidiary of TXI to serve as the holding company for its steel business in anticipation of our spin-off. TXI, a cement, aggregates and concrete company, began operations in 1951. TXI entered the steel business in 1973. Over the intervening years TXI grew its cement, aggregates and concrete business and its steel business into leaders in their respective domestic industries.

While both businesses grew as part of TXI, they remained substantially independent with separate sales forces, different types of customers, distinct marketing strategies and limited operating overlap. The diverging needs of each business made it more difficult for TXI to take full advantage of the opportunities available to each business. From time to time the TXI board of directors considered various strategic alternatives such as joint ventures with other steel producers and sales of a part of the steel business. After careful consideration, on December 14, 2004, the TXI board decided to pursue separating the two businesses through the spin-off of Chaparral. In anticipation of the spin-off, we and TXI engaged in the transactions described below.

On June 25, 2005, TXI transferred all of the stock of its subsidiaries that were engaged in its steel business to us. These transactions were accounted for as a reorganization of entities under common control. As a result, the assets and liabilities transferred to us were recorded at historical cost. On July 6, 2005, TXI also contributed or transferred to us the real estate and transportation assets used in its steel business. We have assumed all liabilities arising out of the steel business and the transferred assets.

On June 16, 2005, we entered into a senior secured revolving credit facility of up to $150 million, subject to a borrowing base and a number of terms and conditions. Our credit facility is guaranteed by certain of our subsidiaries. The credit facility matures five years after its closing date. It includes a $15 million sub-limit for swing line loans and a $25 million sub-limit for letters of credit. Any outstanding letters of credit are deducted from the borrowing availability under the facility. Amounts drawn under the credit facility bear annual interest at either LIBOR plus a margin of 1.00% to 1.75% or a base rate (which will be the higher of the federal funds rate plus 0.50% and the prime rate established by Bank of America, N.A.) plus a margin of up to 1.00%. The interest rate margins are subject to adjustments based on our leverage ratio. The commitment fee calculated on the unused portion of the credit facility ranges from 0.25% to 0.5% per year based on our leverage ratio. We may terminate the credit facility anytime.

The credit facility is secured by security interests in all of our and the guarantors’ existing and future accounts and inventory, in certain related personal property and in all of the equity interests in our present and future domestic subsidiaries and 66% of the directly held equity interests in our, and our domestic subsidiaries,’ present and future foreign subsidiaries. The credit facility contains a number of negative covenants restricting, among other things, prepayment or redemption of other debt, distributions, dividends and repurchases of capital stock and other equity interests, acquisitions and investments, indebtedness, liens and affiliate transactions. We are required to comply with certain financial tests and to maintain certain financial ratios, such as leverage and interest coverage ratios. The credit facility contains customary events of default. On July 6, 2005, we borrowed $50 million under the credit facility.

In addition, on July 6, 2005, we issued $300 million aggregate principal amount of the outstanding notes. We used the net proceeds from the credit facility borrowings and the outstanding notes to pay a cash dividend of $341.1 million to TXI on July 6, 2005.

On July 29, 2005, the spin-off was completed and we became an independent public company.

TXI has no further ownership interest in us, and we have no ownership interest in TXI. In addition, we are not guarantors of any of TXI’s indebtedness nor is TXI a guarantor of any of our indebtedness. Our relationship with TXI is now governed by the terms of our separation and distribution agreement and the ancillary agreements

58

described in that agreement. Among other things, the separation and distribution agreement provides that we and TXI will indemnify each other against certain liabilities.

Other Relationships and Related Transactions

Since the distribution of our common stock, we and TXI have operated separately, each as independent public companies. Prior to the spin-off, we entered into a separation and distribution agreement with TXI that, together with other ancillary agreements with TXI, facilitated our spin-off from TXI. These agreements also govern our current relationship with TXI following the distribution and provide for the allocation of employee benefits, tax and other liabilities and obligations. The material agreements include:

• a separation and distribution agreement; and

• a tax sharing and indemnification agreement.

Separation and Distribution Agreement

The separation and distribution agreement governs (1) the restructuring plan to separate the steel business from TXI’s other businesses, (2) the contribution of TXI’s steel business to us, (3) the subsequent distribution of shares of our common stock to TXI’s stockholders, and (4) other matters related to TXI’s ongoing relationship with us.

The Spin-Off. The restructuring plan to separate the steel business from TXI’s other businesses involved the following transactions:

• TXI created a newly-formed wholly-owned subsidiary (the Company) and contributed the entities that conducted its steel business and certain real property to us;

• intercompany accounts between the steel entities and TXI were paid, contributed to capital or otherwise settled;

• certain direct or indirect subsidiaries of TXI were converted into limited liability companies, liquidated or merged to comply with certain United States federal income tax requirements for spin-offs; and

• we transferred a portion of the loan proceeds from our bank credit agreement and notes offering to enable TXI to repay a portion of its existing indebtedness.

The Contribution. TXI contributed all of the assets and liabilities used solely in the steel business to us. All assets were transferred on an “as is, where is” basis. Generally, neither we nor TXI made any representation or warranty as to:

• the assets, business or liabilities transferred or assumed as part of the distribution;

• any consents or approvals required in connection with the transfers;

• the value or freedom from any security interests of any of the assets transferred;

• the absence of any defenses or freedom from counterclaim with respect to any claim of either us or TXI; or

• the legal sufficiency of any assignment, document or instrument delivered to convey title to any asset transferred.

In the event any transfers of assets or assumption of liabilities contemplated by the separation and distribution agreement were not effected before the date of the distribution, or transfers or assumptions that were not

59

contemplated were effected, the parties will be required to negotiate in good faith whether a transfer or assumption to the other party should be effected and on what terms.

The Distribution. Pursuant to the separation and distribution agreement, TXI distributed all of the shares of our common stock it held to its stockholders of record as of July 20, 2005, the record date.

Releases and Indemnification. Pursuant to the separation and distribution agreement we and TXI released the other from all liabilities existing or arising from all acts and events occurring before the distribution. The liabilities released or discharged do not include liabilities arising under or assigned by the separation and distribution agreement or any ancillary agreement.

We agreed to indemnify TXI, each of its subsidiaries and each of its and their respective affiliates, directors, officers, employees and agents, from all liabilities relating to:

• any claim that the information related to us or our subsidiaries included in the information statement distributed in connection with the distribution, the registration statement to which the information statement was an exhibit or the offering memorandum related to our offering of the outstanding notes is false or misleading with respect to any material fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

• the steel business and the contributed assets and liabilities; and

• any breach by us or any of our subsidiaries of the separation and distribution agreement or any of the other ancillary agreements or conveyancing instruments.

TXI agreed to indemnify us, each of our subsidiaries and each of our and their respective affiliates, directors, officers, employees and agents, from all liabilities relating to:

• any claim that the information related to TXI or its subsidiaries included in the information statement distributed in connection with the distribution, the registration statement to which the information statement was an exhibit or the offering memorandum related to our offering of the outstanding notes was false or misleading with respect to any material fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

• the businesses retained by TXI or any asset or liability of TXI or its subsidiaries, other than assets and liabilities associated with the contribution of the steel business; and

• any material breach by TXI or any of its subsidiaries of the separation and distribution agreement or any of the other ancillary agreements or conveyancing instruments.

The separation and distribution agreement also specifies procedures with respect to claims that are subject to indemnification and related matters.

Shared Contracts and Liabilities. The separation and distribution agreement provides for sharing between us and TXI of:

• any liabilities that do not primarily relate to any business of TXI or to our business; and

• any liabilities that relate to contracts with third persons that directly benefit both us and TXI.

TXI has sole authority for administration of any shared liability, and those costs and expenses will be included in the amount to be shared by us and TXI.

60

The separation and distribution agreement provides that such liabilities are shared based on the relative associated benefit received. If such liabilities cannot be shared on that basis, then they will be shared evenly.

Employee Matters. The separation and distribution agreement allocates responsibility for certain employee benefits matters on and after the distribution, including the treatment of welfare benefit plans, savings plans, equity-based plans and deferred compensation plans.

Transition Services. Although neither we nor TXI are aware of any transition services either party is required to provide to the other after the distribution, the separation and distribution agreement provides that for a period of one year after the distribution, if either party discovers it requires the continuation of services that had been provided by the other party prior to the distribution, we and TXI will negotiate in good faith an agreement to provide such services. Such agreement will provide that such services will be provided for up to two years after the distribution at a price and upon terms that could be obtained on an arm’s length basis from an independent third party.

Information and Confidentiality. The separation and distribution agreement requires TXI and us to provide one another with such information relating to our respective businesses as the other party reasonably needs. TXI and we have agreed to hold such information confidential and to not disclose it to any other person or entity, except as provided in the agreement.

Dispute Resolution. The separation and distribution agreement contains provisions that govern, except as otherwise provided in any ancillary agreement, the resolution of disputes, controversies or claims that may arise between TXI and us.

Expenses. Except as expressly set forth in the separation and distribution agreement or in any other ancillary agreement, all third-party fees and expenses paid or incurred in connection with the spin-off, other than fees and expenses related to our bank credit agreement and note offering, have been paid by TXI.

Amendments and Waivers. The separation and distribution agreement provides that after the distribution, no provisions of the separation and distribution agreement or any ancillary agreement can be waived, amended or supplemented by any party, unless the waiver, amendment or supplement is given in writing and signed by the authorized representative of each party.

Tax Sharing and Indemnification Agreement

To allocate our responsibilities for taxes and certain other tax matters, we entered into a tax sharing and indemnification agreement with TXI. The tax sharing and indemnification agreement is summarized below.

TXI is responsible for filing all U.S. federal consolidated income tax returns and all consolidated, combined, or unitary state and local income tax returns including us for all periods through the distribution date. TXI will act as our agent in connection with the filing of those returns, paying those taxes and responding to any audits that may arise in connection with those returns. We are responsible for our allocable share of such taxes. We also are responsible for all state and local taxes imposed on us computed on a separate-company basis, and will be entitled to any refunds of such taxes.

TXI and we made certain covenants to each other in connection with the spin-off that we may not take certain actions. Pursuant to these covenants: (1) neither we nor TXI will liquidate, merge, or consolidate with any other person, sell, exchange, distribute or otherwise dispose of our assets (or those of certain of our subsidiaries) except in the ordinary course of our business, or enter into any substantial negotiations, agreements, or arrangements with respect to any such transaction, for at least six months after July 29, 2005; (2) we and TXI will, for a minimum of two years after the distribution date, continue the active conduct of the steel or cement businesses, respectively; (3) we and TXI will not repurchase our stock for two years following the distribution date except in certain circumstances permitted by the IRS; (4) neither we nor TXI will take any actions inconsistent with the representations made in the separation and distribution agreement or in connection with the issuance by Thompson & Knight LLP of its opinion with respect to the spin-off; and (5) neither we nor TXI will take any other action that

61

would result in, or fail to take any action necessary to prevent, any tax being imposed on the spin-off. We and TXI may seek injunctions to enforce these covenants. We or TXI may take actions inconsistent with these covenants by obtaining an unqualified opinion of counsel or a private letter ruling from the IRS that such actions will not cause the spin-off to become taxable, except that we may not, under any circumstances, take any action described in clause (1) above.

If we breach any of our covenants in the tax sharing and indemnification agreement, and if our breach results in taxes being imposed on TXI in connection with the spin-off, then we will be liable for those taxes. In addition, notwithstanding the receipt of any unqualified opinion of counsel, we will be liable for any taxes imposed on TXI in connection with the spin-off with respect to the covenants above. Furthermore, we will be responsible for taxes that may be imposed on TXI pursuant to section 355(e) of the Code in connection with a transaction that results in a change in control of us, even though we will have obtained an opinion of counsel prior to the transaction.

We and our affiliates are required to indemnify TXI and its affiliates for any taxes for which we are responsible under the agreement and TXI and its affiliates are required to indemnify us for any taxes for which TXI is responsible under the agreement, in each case, as outlined above.

If there is an audit of TXI that could result in our being required to indemnify TXI, TXI and we will use our best efforts to separate the items that could result in indemnity from the other items in the audit. We would then have the right to control that separate proceeding, provided that we furnish TXI with evidence reasonably satisfactory to it that we are able to pay the full amount at issue, and provided that we acknowledge our obligation to indemnify TXI for the item at issue. If the proceeding cannot be separated entirely, we will participate in the general audit, but only on matters for which we have an obligation to indemnify TXI. Comparable procedures apply if we are audited and TXI could be required to indemnify us.

We agreed with TXI to cooperate with each other in a timely manner in any administrative or judicial proceeding that could give rise to indemnification obligations. We also agreed to attempt to resolve any disputes informally, but if that fails we may pursue litigation.

DESCRIPTION OF CERTAIN INDEBTEDNESS

Senior Secured Revolving Credit Facility

In connection with the offering of the outstanding notes, we entered into a senior secured revolving credit facility of up to $150 million, subject to a borrowing base and a number of terms and conditions. Our credit facility is guaranteed by certain of our subsidiaries. The credit facility matures five years after its closing date. It includes a $15 million sub-limit for swing line loans and a $25 million sub-limit for letters of credit. Any outstanding letters of credit are deducted from the borrowing availability under the facility. Amounts drawn under the credit facility bear annual interest at either LIBOR plus a margin of 1.00% to 1.75% or a base rate (which will be the higher of the federal funds rate plus 0.50% and the prime rate established by Bank of America, N.A.) plus a margin of up to 1.00%. The interest rate margins are subject to adjustments based on our leverage ratio. The commitment fee calculated on the unused portion of the credit facility ranges from 0.25% to 0.5% per year based on our leverage ratio. We may terminate the credit facility anytime.

The credit facility is secured by security interests in all of our and the guarantors’ existing and future accounts and inventory, in certain related personal property and in all of the equity interests in our present and future domestic subsidiaries and 66% of the directly held equity interests in our, and our domestic subsidiaries,’ present and future foreign subsidiaries. The credit facility contains a number of negative covenants restricting, among other things, prepayment or redemption of other debt, distributions, dividends and repurchases of capital stock and other equity interests, acquisitions and investments, indebtedness, liens and affiliate transactions. We are required to comply with certain financial tests and to maintain certain financial ratios, such as leverage and interest coverage ratios. The credit facility contains customary events of default.

62

THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

We issued $300 million aggregate principal amount of outstanding notes to Banc of America Securities LLC, UBS Securities LLC, SunTrust Capital Markets, Inc., Wells Fargo Securities, LLC and Comerica Securities, Inc., or the initial purchasers, on July 6, 2005, in transactions not registered under the Securities Act in reliance on exemptions from registration under that act. The initial purchasers then sold the outstanding notes to qualified institutional buyers in reliance on Rule 144A under the Securities Act and to non-United States persons outside the United States in reliance on Regulation S under the Securities Act. Because they have been sold pursuant to exemptions from registration, the outstanding notes are subject to transfer restrictions.

In connection with the issuance of the outstanding notes, we agreed that promptly following the issuance of the outstanding notes, we would:

• file with the Securities and Exchange Commission a registration statement related to the exchange notes;

• use our reasonable best efforts to cause the registration statement to become effective under the Securities Act by February 1, 2006; and

• offer to the holders of the outstanding notes the opportunity to exchange their outstanding notes for a like principal amount of exchange notes upon the effectiveness of the registration statement.

Our failure to comply with these agreements within certain time periods would result in additional interest being due on the outstanding notes. A copy of the agreement with the initial purchasers has been filed as an exhibit to the registration statement of which this prospectus is a part.

Based on an interpretation by the Securities and Exchange Commission’s staff set forth in no-action letters issued to third parties unrelated to us, we believe that, with the exceptions set forth below, exchange notes issued in the exchange offer may be offered for resale, resold and otherwise transferred by the holder of exchange notes without compliance with the registration and prospectus delivery requirements of the Securities Act, unless the holder:

• is an “affiliate” of ours within the meaning of Rule 405 under the Securities Act;

• is a broker-dealer who purchased outstanding notes directly from us for resale under Rule 144A or Regulation S or any other available exemption under the Securities Act;

• is a broker-dealer that receives exchange notes for its own account in exchange for outstanding notes which were acquired by the broker-dealer as a result of market-making or other trading activities;

• acquired the exchange notes other than in the ordinary course of the holder’s business; or

• has an arrangement with any person to participate in the distribution of exchange notes.

Any holder who tenders in the exchange offer for the purpose of participating in a distribution of the exchange notes cannot rely on this interpretation by the Securities and Exchange Commission’s staff and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See “Plan of Distribution.” Broker-dealers who acquired outstanding notes directly from us and not as a result of market-making activities or other trading activities may not rely on the Securities and

63

Exchange Commission staff’s interpretations discussed above or participate in the exchange offer and must comply with the prospectus delivery requirements of the Securities Act to sell the outstanding notes.

In the event that our belief regarding resales is inaccurate, those who transfer exchange notes in violation of the prospectus delivery provisions of the Securities Act and without an exemption from registration under the federal securities laws may incur liability under these laws. We do not assume, nor will we indemnify you against, this liability. The exchange offer is not being made to, nor will we accept surrenders for exchange from, holders of outstanding notes in any jurisdiction in which the exchange offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of the particular jurisdiction.

Terms of the Exchange Offer

Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept any and all outstanding notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on                     , 2005 or such date and time to which we extend the offer. We will issue $1,000 in principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding notes accepted in the exchange offer. Holders may tender some or all of their outstanding notes pursuant to the exchange offer. However, outstanding notes may be tendered only in integral multiples of $1,000 in principal amount.

The exchange notes will evidence the same debt as the outstanding notes and will be issued under the terms of, and entitled to the benefits of, the indenture relating to the outstanding notes.

The form and terms of the exchange notes are the same as the form and terms of the outstanding notes except that:

• the exchange notes have been registered under the federal securities laws and will not bear any legend restricting their transfer;

• the exchange notes will bear a different CUSIP number from the outstanding notes; and

• the holders of the exchange notes will not be entitled to certain rights under the registration rights agreement between us and the initial purchasers.

As of the date of this prospectus, outstanding notes representing $300 million in aggregate principal amount were outstanding and there was one registered holder, a nominee of the Depository Trust Company. This prospectus, together with the letter of transmittal, is being sent to the registered holder and to others believed to have beneficial interests in the outstanding notes. We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission promulgated under the Exchange Act.

We will be deemed to have accepted validly tendered outstanding notes when, as, and if we have given oral or written notice thereof to Wells Fargo Bank, National Association, the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the exchange notes from us. If any tendered outstanding notes are not accepted for exchange because of an invalid tender, the occurrence of certain other events set forth under the heading “—Conditions to the Exchange Offer” or otherwise, certificates for any such unaccepted outstanding notes will be returned, without expense, to the tendering holder of those outstanding notes as promptly as practicable after the expiration date unless the exchange offer is extended.

Holders who tender outstanding notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes in the exchange offer. We will pay all charges and expenses, other than certain applicable taxes, applicable to the exchange offer. See “—Fees and Expenses.”

64

Expiration Date; Extensions; Amendments

The expiration date shall be 5:00 p.m., New York City time, on                      , 2005, unless we, in our sole discretion, extend the exchange offer, in which case the expiration date shall be the latest date and time to which the exchange offer is extended. In order to extend the exchange offer, we will notify the exchange agent and each registered holder of any extension by oral or written notice prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. We reserve the right, in our sole discretion:

• to delay accepting any outstanding notes, to extend the exchange offer or, if any of the conditions set forth under “—Conditions to Exchange Offer” shall not have been satisfied, to terminate the exchange offer, by giving oral or written notice of that delay, extension or termination to the exchange agent, or

• to amend the terms of the exchange offer in any manner.

Any such delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by a public announcement. If the exchange offer is amended in a manner determined by us to constitute a material change, we will promptly disclose such amendment by means of a prospectus supplement that will be distributed to the registered holders, and, depending upon the significance of the amendment and the manner of disclosure to the registered holders, we will extend the exchange offer for a period of five to 10 business days if the exchange offer would otherwise expire during this five to 10 business day period.

Procedures for Tendering Outstanding Notes

Only a holder of outstanding notes may tender the outstanding notes in the exchange offer. Except as set forth under “—Book Entry Transfer,” to tender in the exchange offer a holder must:

• complete, sign, and date the letter of transmittal, or a copy of the letter of transmittal;

• have the signatures on the letter of transmittal guaranteed if required by the letter of transmittal; and

• deliver the letter of transmittal or copy to the exchange agent prior to the expiration date.

In addition:

• certificates for the outstanding notes must be received by the exchange agent along with the letter of transmittal prior to the expiration date;

• a timely confirmation of a book-entry transfer, or “book-entry confirmation,” of the outstanding notes, if that procedure is available, into the exchange agent’s account at the Depository Trust Company, or the “book-entry transfer facility,” following the procedure for book-entry transfer described below, must be received by the exchange agent prior to the expiration date; or

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

To be tendered effectively, the letter of transmittal and other required documents must be received by the exchange agent at the address set forth under “—Exchange Agent” prior to the expiration date.

Your tender, if not withdrawn before the expiration date, will constitute an agreement between you and us in accordance with the terms and subject to the conditions set forth herein and in the letter of transmittal.

THE METHOD OF DELIVERY OF OUTSTANDING NOTES AND THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT YOUR ELECTION AND RISK. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT YOU USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE

65

EXPIRATION DATE. NO LETTER OF TRANSMITTAL OR OUTSTANDING NOTES SHOULD BE SENT TO US. YOU MAY REQUEST YOUR BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES OR NOMINEES TO EFFECT THESE TRANSACTIONS FOR YOU.

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

Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Exchange Act, or “eligible institution,” unless outstanding notes tendered pursuant thereto are tendered:

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

• for the account of an eligible institution.

If signatures on a letter of transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, the guarantee must be by any eligible guarantor institution that is a member of or participant in the Securities Transfer Agents Medallion Program or the New York Stock Exchange Medallion Signature Program or an eligible institution.

If the letter of transmittal is signed by a person other than the registered holder of any outstanding notes listed in the letter of transmittal, the outstanding notes must be endorsed or accompanied by a properly completed bond power, signed by the registered holder as that registered holder’s name appears on the outstanding notes and in either case transferring the outstanding notes either “in blank” or to the person signing the letter of transmittal.

If the letter of transmittal or any outstanding notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and evidence satisfactory to us of their authority to so act must be submitted with the letter of transmittal unless waived by us.

All questions as to the validity, form, eligibility, including time of receipt, acceptance, and withdrawal of tendered outstanding notes will be determined by us in our sole discretion, which determination will be final and binding. We reserve the absolute right to reject any and all outstanding notes not properly tendered or any outstanding notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular outstanding notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of outstanding notes must be cured within such time as we shall determine. Although we intend to notify holders of defects or irregularities with respect to tenders of outstanding notes, neither we, the exchange agent, nor any other person is under any duty to give notification of such defects or irregularities and neither we, the exchange agent nor any other person shall incur any liability for failure to give that notification. Tenders of outstanding notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any outstanding notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date, unless the exchange offer is extended.

In addition, we reserve the right in our sole discretion to purchase or make offers for any outstanding notes that remain outstanding after the expiration date or, as set forth under “—Conditions to the Exchange Offer,” to terminate the exchange offer and, to the extent permitted by applicable law, purchase outstanding notes in the open

66

market, in privately negotiated transactions, or otherwise. The terms of any such purchases or offers could differ from the terms of the exchange offer.

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

• the exchange notes acquired in the exchange offer are being obtained in the ordinary course of business of the person receiving such exchange notes, whether or not such person is the registered holder;

• you are not participating in and do not intend to participate in a distribution of the exchange notes;

• you do not have an arrangement or understanding with any person to participate in the distribution of such exchange notes; and

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

In all cases, issuance of exchange notes for outstanding notes that are accepted for exchange in the exchange offer will be made only after timely receipt by the exchange agent of certificates for such outstanding notes or a timely book-entry confirmation of such outstanding notes into the exchange agent’s account at the book-entry transfer facility, a properly completed and duly executed letter of transmittal or, with respect to the Depository Trust Company and its participants, electronic instructions in which the tendering holder acknowledges its receipt of and agreement to be bound by the letter of transmittal, and all other required documents. If any tendered outstanding notes are not accepted for any reason set forth in the terms and conditions of the exchange offer or if outstanding notes are submitted for a greater principal amount than the holder desires to exchange, such unaccepted or non-exchanged outstanding notes will be returned without expense to the tendering holder or, in the case of outstanding notes tendered by book-entry transfer into the exchange agent’s account at the book-entry transfer facility according to the book-entry transfer procedures described below, those non-exchanged outstanding notes will be credited to an account maintained with that book-entry transfer facility, in each case, as promptly as practicable after the expiration or termination of the exchange offer.

Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where those outstanding notes were acquired by such broker-dealer as a result of market making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of those exchange notes. See “Plan of Distribution.”

Book-Entry Transfer

The exchange agent will make a request to establish an account with respect to the outstanding notes at the book-entry transfer facility for purposes of the exchange offer within two business days after the date of this prospectus, and any financial institution that is a participant in the book-entry transfer facility’s systems may make book-entry delivery of outstanding notes being tendered by causing the book-entry transfer facility to transfer such outstanding notes into the exchange agent’s account at the book-entry transfer facility in accordance with that book-entry transfer facility’s procedures for transfer. However, although delivery of outstanding notes may be effected through book-entry transfer at the book-entry transfer facility, the letter of transmittal or copy of the letter of transmittal, with any required signature guarantees and any other required documents, must, in any case other than as set forth in the following paragraph, be transmitted to and received by the exchange agent at the address set forth under “—Exchange Agent” on or prior to the expiration date or the guaranteed delivery procedures described below must be complied with.

The Depository Trust Company’s Automated Tender Offer Program, or ATOP, is the only method of processing exchange offers through the Depository Trust Company. To accept the exchange offer through ATOP, participants in the Depository Trust Company must send electronic instructions to the Depository Trust Company through the Depository Trust Company’s communication system instead of sending a signed, hard copy letter of transmittal. The Depository Trust Company is obligated to communicate those electronic instructions to the exchange agent. To tender outstanding notes through ATOP, the electronic instructions sent to the Depository Trust

67

Company and transmitted by the Depository Trust Company to the exchange agent must contain the character by which the participant acknowledges its receipt of, and agrees to be bound by, the letter of transmittal.

Guaranteed Delivery Procedures

If a registered holder of the outstanding notes desires to tender outstanding notes and (1) the outstanding notes are not immediately available, (2) time will not permit that holder’s outstanding notes or other required documents to reach the exchange agent before the expiration date, or (3) the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected if:

• the tender is made through an eligible institution;

• prior to the expiration date, the exchange agent receives from that eligible institution a properly completed and duly executed letter of transmittal or a facsimile of a duly executed letter of transmittal and a duly executed notice of guaranteed delivery, substantially in the form provided by us, by telegram, telex, fax transmission, mail or hand delivery, setting forth the name and address of the holder of outstanding notes and the amount of outstanding notes tendered and stating that the tender is being made by guaranteed delivery and guaranteeing that within three business days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered outstanding notes, in proper form for transfer, or a book-entry confirmation, as the case may be, will be deposited by the eligible institution with the exchange agent; and

• the certificates for all physically tendered outstanding notes, in proper form for transfer, or a book-entry confirmation, as the case may be, are received by the exchange agent within three business days after the date of execution of the notice of guaranteed delivery.

The notice of guaranteed delivery may be sent by hand delivery, facsimile transmission or mail to the exchange agent and must include a guarantee by an eligible guarantor institution in the form set forth in the notice of guaranteed delivery.

Withdrawal Rights

Tenders of outstanding notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

For a withdrawal of a tender of outstanding notes to be effective, a written or, for Depository Trust Company participants, electronic ATOP transmission notice of withdrawal, must be received by the exchange agent at its address set forth under “—Exchange Agent” prior to 5:00 p.m., New York City time, on the expiration date. Any such notice of withdrawal must:

• specify the name of the person having deposited the outstanding notes to be withdrawn, or the “depositor;”

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

• be signed by the depositor in the same manner as the original signature on the letter of transmittal by which such outstanding notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee register the transfer of such outstanding notes into the name of the person withdrawing the tender, or in the case of electronic instructions, must contain the character by which the depositor acknowledged its receipt of, and its agreement to be bound by, the letter of transmittal; and

• specify the name in which any such outstanding notes are to be registered, if different from that of the depositor.

68

All questions as to the validity, form, eligibility and time of receipt of such notices will be determined by us, and our determination shall be final and binding on all parties. Any outstanding notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any outstanding notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder of those outstanding notes without cost to that holder as soon as practicable after withdrawal, rejection of tender, or termination of the exchange offer. Properly withdrawn outstanding notes may be re-tendered by following one of the procedures under “—Procedures for Tendering Outstanding Notes” at any time on or prior to the expiration date.

Conditions To The Exchange Offer

Notwithstanding any other provision of the exchange offer, we will not be required to accept for exchange, or to issue exchange notes in exchange for, any outstanding notes and may terminate or amend the exchange offer if at any time before the acceptance of those outstanding notes for exchange or the exchange of the exchange notes for those outstanding notes, we determine that the exchange offer violates any applicable law, statute, rule, regulation or interpretation by the staff of the SEC or any order of any governmental agency or court of competent jurisdiction.

The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition or may be waived by us in whole or in part at any time and from time to time in our sole discretion. The failure by us at any time to exercise any of the foregoing rights shall not be deemed a waiver of any of those rights and each of those rights shall be deemed an ongoing right which may be asserted at any time and from time to time.

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

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

Exchange Agent

Wells Fargo, National Association has been appointed as exchange agent for the exchange offer. You should direct questions and requests for assistance, requests for additional copies of this prospectus, the letter of transmittal or any other documents to the exchange agent. You should send certificates for outstanding notes, letters of transmittal and any other required documents to the exchange agent addressed as follows:

By Hand Delivery: Wells Fargo Bank, National Association Corporate Trust Services 608 2nd Avenue South Northstar East Building – 12th Floor Minneapolis, MN 55402	By Overnight Courier or Regular Mail: Wells Fargo Bank, National Association Corporate Trust Operations MAC N9303-121 Sixth and Marquette Avenue Minneapolis, MN 55479
By Registered or Certified Mail: Wells Fargo Bank, National Association Corporate Trust Operations MAC N9303-121 P.O. Box 1517 Minneapolis, MN 55480-1517	By Facsimile Transmission (for Eligible Institutions Only): Wells Fargo Bank, National Association (612) 667-4927 Confirm: (800) 344-5128 For Information (800) 344-5128

Delivery of the letter of transmittal to an address other than as shown above or transmission via facsimile other than as set forth above does not constitute a valid delivery of the letter of transmittal. Originals of all

69

documents sent by facsimile should be sent promptly by registered or certified mail, by hand or by overnight delivery service.

Fees And Expenses

We will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. The principal solicitation is being made by us by mail; however, additional solicitations may be made in person or by telephone by our officers and employees.

We have not retained any dealer-manager in connection with the exchange offer. We will not make any payments to brokers or other persons soliciting acceptances of the exchange offer. We, however, will pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses. The estimated cash expenses to be incurred in connection with the exchange offer will be paid by us and will include exchange agent, trustee, accounting, legal, printing and related fees and expenses.

Transfer Taxes

We will pay all transfer taxes, if any, applicable to the exchange of the outstanding notes pursuant to the exchange offer. If, however, certificates representing the exchange notes or the outstanding notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the outstanding notes tendered, or if tendered outstanding notes are registered in the name of any person other than the person signing the letter of transmittal, or if a transfer tax is imposed for any reason other than the exchange of the outstanding notes pursuant to the exchange offer, then the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the tendering holder.

Accounting Treatment

The exchange notes will be recorded at the same carrying value as the outstanding notes. Accordingly, we will recognize no gain or loss for accounting purposes. We will amortize the expenses of the exchange offer over the term of the exchange notes.

Adverse Consequences of Failure to Exchange

As a result of making this exchange offer, we will have fulfilled one of our obligations under the registration rights agreement between us and the initial purchasers, and holders who do not tender their outstanding notes generally will not have any further registration rights under the registration rights agreement or otherwise. Accordingly, any holder of outstanding notes that does not exchange those notes for exchange notes will continue to hold the untendered outstanding notes and will be entitled to all the rights and limitations applicable thereto under the indenture, except to the extent that such rights or limitations, by their terms, terminate or cease to have further effectiveness as a result of the exchange offer.

The outstanding notes that are not exchanged for exchange notes pursuant to the exchange offer will remain restricted securities. Accordingly, such outstanding notes may be offered, resold, pledged or otherwise transferred only:

• inside the United States (i) to us (upon redemption thereof or otherwise); (ii) pursuant to an effective registration statement under the Securities Act; (iii) to a person whom the seller reasonably believes is a qualified institutional buyer (as defined in Rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A; or (iv) pursuant to an exemption from registration under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States; or

70

• outside the United States in an offshore transaction in accordance with Rule 904 under the Securities Act.

Regulatory Approvals

Other than the federal securities laws, there are no federal or state regulatory requirements that we must comply with and there are no approvals that we must obtain in connection with the exchange offer.

Other

Participation in the exchange offer is voluntary. You should carefully consider whether to accept the exchange offer. You should consult your financial and tax advisors in making your own decision on what action to take.

We may in the future seek to acquire untendered outstanding notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any outstanding notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered outstanding notes.

71

DESCRIPTION OF THE EXCHANGE NOTES

Except as otherwise indicated below, the following summary applies to both the notes issued on July 6, 2005, or the “Outstanding Notes,” pursuant to the Indenture dated as of July 6, 2005 between us and Wells Fargo Bank, National Association, as trustee, and to the exchange notes to be issued in connection with the exchange offer, or the “Exchange Notes.” The Exchange Notes will also be issued under the Indenture. We refer to the Exchange Notes and the Outstanding Notes, in each case outstanding at any given time and issued under the Indenture, as the “Notes.” The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act.

The terms of the Exchange Notes are identical to those of the Outstanding Notes in all material respects, including interest rate and maturity, except that the Exchange Notes will be:

• registered under the Securities Act; and

• free of any covenants contained in our registration rights agreement dated as of July 6, 2005 with the initial purchasers for the Outstanding Notes that relate to our making an exchange offer for the Outstanding Notes.

The following is a summary of the material provisions of the Indenture but does not restate the Indenture in its entirety. It does not purport to be complete and is qualified in its entirety by reference to all of the provisions of the Indenture, a copy of which has been filed as an exhibit to the registration statement of which this prospectus is a part. We urge you to read the Indenture because it, and not this summary, defines your rights as a holder of the Notes.

The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The Notes are subject to all such terms, and holders of Notes are referred to the Indenture and the Trust Indenture Act for a statement thereof.

You can find the definitions of certain terms used in this description below under the caption “—Certain Definitions.” Certain defined terms used in this description but not defined below under the caption “—Certain Definitions” have the meanings assigned to them in the Indenture. In this description, the word “Company” refers only to Chaparral Steel Company and not to any of our subsidiaries.

Brief Description of the Exchange Notes and the Note Guarantees

The Exchange Notes:

• are general unsecured obligations of the Company;

• are effectively subordinated to any secured Indebtedness of the Company, including the Indebtedness of the Company under the Credit Agreement, to the extent of the assets securing such Indebtedness, and to any future liabilities of the Company’s subsidiaries that are not Guarantors, to the extent of the assets of such subsidiaries;

• are pari passu in right of payment with any existing and future unsecured Unsubordinated Indebtedness of the Company;

• are senior in right of payment to any future subordinated Indebtedness of the Company; and

• are guaranteed by the Guarantors as described under “—Note Guarantees.”

As of the date of the Indenture, all of our subsidiaries will be “Restricted Subsidiaries.” However, under the circumstances described below under the subheading “—Certain Covenants—Designation of Restricted and

72

Unrestricted Subsidiaries,” we will be permitted to designate certain of our subsidiaries as “Unrestricted Subsidiaries.” Unrestricted Subsidiaries will not be subject to any of the restrictive covenants in the Indenture and will not guarantee the Notes.

As of [            ], 2005, the Company and the Guarantors had $[            ] million of consolidated indebtedness outstanding, $[            ] million of which was secured indebtedness.

Principal, Maturity and Interest

The Company has issued $300 million of Notes under the Indenture. The Notes will mature on July 15, 2013. Interest on the Notes will accrue at the rate of 10% per annum and will be payable, in cash, semi-annually in arrears on January 15 and July 15 of each year, commencing on January 15, 2006, to holders of record on the immediately preceding January 1 and July 1. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of original issuance. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

The Indenture provides for the issuance of additional notes, or Additional Notes, having identical terms and conditions to the Notes, subject to compliance with the covenants contained in the Indenture. Any Additional Notes will be part of the same issue as the Notes and will vote on all matters with the Notes. For purposes of this “Description of Notes,” reference to the Notes includes Additional Notes except as otherwise indicated.

Methods of Receiving Payments on the Exchange Notes

If a Holder of $1.0 million or more of Notes has given wire transfer instructions to the Company, the Company will pay all principal, interest and premium and Liquidated Damages, if any, on that Holder’s Notes in accordance with those instructions. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their addresses set forth in the register of Holders.

Paying Agent and Registrar for the Exchange Notes

Wells Fargo Bank, National Association will initially act as Paying Agent and Registrar. The Company may change the Paying Agent or Registrar without prior notice to the Holders, and the Company or any of its Subsidiaries may act as Paying Agent or Registrar.

Transfer and Exchange

A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company is not required to transfer or exchange any Note selected for redemption. Also, the Company is not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed. The registered Holder of a Note will be treated as the owner of it for all purposes.

Note Guarantees

The Exchange Notes will be guaranteed, jointly and severally, by all of the Initial Guarantors. Each Note Guarantee:

• will be a general unsecured obligation of the Guarantor;

• will be effectively subordinated to any existing and future secured Indebtedness of the Guarantor, including the Indebtedness of the Guarantor under the Credit Agreement, to the extent of the assets securing such Indebtedness;

73

• will be pari passu in right of payment with any existing and future unsecured Unsubordinated Indebtedness of the Guarantor; and

• will be senior in right of payment to any future subordinated Indebtedness of the Guarantor.

If the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary (other than a Receivables Subsidiary) on or after the date of the Indenture, then that newly acquired or created Domestic Subsidiary must become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel to the Trustee. See “—Certain Covenants—Guarantees.”

The obligations of each Guarantor under its Note Guarantee will be limited as necessary to prevent that Note Guarantee from constituting a fraudulent conveyance under applicable law. See “Risk Factors—Risks Relating to the Exchange Offer and Exchange Notes—Federal and state statutes allow courts, under specific circumstances, to void the exchange notes or the guarantees and require note holders to return payments received from us or the guarantors.” Assuming the Transactions had been completed as of May 31, 2005, the Guarantors would have had no indebtedness outstanding other than their guarantees of our indebtedness under the Credit Agreement and the Indenture.

Ranking

The Notes will rank equal in right of payment to all existing and future unsecured Unsubordinated Indebtedness and senior in right of payment to all subordinated Indebtedness of the Company. The Notes, however, will be effectively subordinated to the Company’s secured obligations to the extent of the collateral securing such obligations. Additionally, the Notes will be effectively subordinated to all liabilities, including trade payables, of the Company’s subsidiaries that are not Guarantors. The Note Guarantees will rank equal in right of payment with all existing and future unsecured Unsubordinated Indebtedness of the Guarantors. In addition, the Note Guarantees will be effectively subordinated to all of the Guarantors’ secured obligations to the extent of the collateral securing such obligations.

Optional Redemption

At any time prior to July 15, 2008 the Company may redeem up to 35% of the aggregate principal amount of Notes originally issued under the Indenture (including any Additional Notes) at a redemption price of 110% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that:

• at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and

• the redemption must occur within 90 days of the date of the closing of such Equity Offering.

In addition, at any time on or prior to July 15, 2009, the Company may redeem all or part of the Notes at a redemption price equal to the sum of:

• the principal amount thereof, plus

• accrued and unpaid interest, if any, to the applicable date of redemption, plus

• the Make-Whole Premium.

Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to July 15, 2009.

74

On and after July 15, 2009, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the applicable redemption date, if redeemed during the 12-month period beginning on July 15 of the years indicated below:

Year	Percentage
2009	105.000	%
2010	102.500	%
2011 and thereafter	100.000	%

Selection and Notice

If less than all of the Notes are to be redeemed at any time, the Trustee will select Notes for redemption as follows:

(1) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange; or

(2) if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate.

No Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional.

If any Note is to be redeemed in part only, the notice of redemption that relates to that Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.

Mandatory Redemption

The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Repurchase at the Option of Holders

Change of Control

If a Change of Control occurs, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that Holder’s Notes pursuant to an offer (a “Change of Control Offer”) on the terms set forth in the Indenture. In the Change of Control Offer, the Company will offer payment (a “Change of Control Payment”) in cash of 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the date of repurchase (the “Change of Control Payment Date,” which date will be no earlier than the date of such Change of Control). Within 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws

75

and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the Indenture by virtue of such compliance.

On the Change of Control Payment Date, the Company will, to the extent lawful:

(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;

(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and

(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company.

The Paying Agent will promptly mail or wire transfer to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof.

The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

The Credit Agreement prohibits, except in limited circumstances, the Company from prepaying or redeeming any Notes. The Credit Agreement also provides that certain change of control events with respect to the Company would constitute a default thereunder. Any future credit agreements or other agreements relating to Indebtedness to which the Company becomes a party may contain similar restrictions and provisions. In the event a Change of Control occurs at a time when the Company is prohibited from purchasing Notes, the Company could seek the consent of its lenders to the purchase of Notes or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain such a consent or repay such borrowings, the Company will remain prohibited from purchasing Notes. In such case, the Company’s failure to purchase tendered Notes would constitute an Event of Default under the Indenture which might, in turn, constitute a default under such other agreements.

The provisions described above that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether any other provisions of the Indenture are applicable.

Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the holders of the Notes to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of Notes to require the Company to repurchase such Notes as a result of a sale, transfer,

76

conveyance or other disposition of less than all of the assets of the Company and its Restricted Subsidiaries taken as a whole to another Person or group may be uncertain.

Asset Sales

Under the Indenture, the Company may not, and may not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of;

(2) such Fair Market Value is determined in good faith by (a) the chief executive officer or chief financial officer of the Company, in the case of any Asset Sales or series of related Asset Sales having a fair market value of less than $5.0 million, and (b) the Board of Directors of the Company and evidenced by a resolution of the Board of Directors set forth in an Officers’ Certificate delivered to the Trustee, in the case of any Asset Sales or series of related Asset Sales having a fair market value of $5.0 million or more;

(3) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash, Cash Equivalents or Replacement Assets or a combination of both. For purposes of this provision, each of the following shall be deemed to be cash:

(a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet), of the Company or any Restricted Subsidiary (other than contingent liabilities, liabilities that are by their terms subordinated to the Notes or any Note Guarantee and liabilities to the extent owed to the Company or any Affiliate of the Company) that are assumed by the transferee of any such assets pursuant to a customary written agreement that releases the Company or such Restricted Subsidiary from further liability; and

(b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received in that conversion).

Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds at its option:

(1) to repay Indebtedness under the Credit Facilities or Unsubordinated Indebtedness secured by such assets and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto;

(2) to purchase Replacement Assets (or enter into a binding agreement to purchase such Replacement Assets; provided that (x) such purchase is consummated within 90 days after the date of such binding agreement and (y) if such purchase is not consummated within the period set forth in subclause (x), the Net Proceeds not so applied will be deemed to be Excess Proceeds (as defined below); or

(3) to apply (no later than the end of the 360-day period referred to in this paragraph) such Net Proceeds (to the extent not applied pursuant to clauses (1) and (2)) as provided in the following paragraph of this “—Asset Sales” covenant.

Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph will constitute “Excess Proceeds.” Within 10 days after the aggregate amount of Excess Proceeds exceeds $10.0

77

million, the Company will make an Asset Sale Offer to all Holders of Notes and all holders of other Unsubordinated Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase with the proceeds of sales of assets, to purchase the maximum principal amount of Notes and such other Unsubordinated Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other Unsubordinated Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, Notes and such other Unsubordinated Indebtedness to be purchased shall be selected on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sales provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the Indenture by virtue of such compliance.

The Credit Agreement prohibits, except in limited circumstances, the Company from prepaying or redeeming any Notes, and also provides that certain asset sales with respect to the Company would constitute a default thereunder. Any future credit agreements or other agreements relating to Indebtedness to which the Company becomes a party may contain similar restrictions and provisions. In the event an Asset Sale occurs at a time when the Company is prohibited from purchasing Notes, the Company could seek the consent of its lenders to the purchase of Notes or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain such a consent or repay such borrowings, the Company will remain prohibited from purchasing Notes. In such case, the Company’s failure to purchase tendered Notes would constitute an Event of Default under the Indenture which could, in turn, constitute a default under such other agreements.

Suspension Condition

If the Notes are rated Investment Grade by both Rating Agencies and no Default or Event of Default shall have occurred and then be continuing (the foregoing conditions being referred to collectively as the “Suspension Condition”), the Company and its Restricted Subsidiaries cease to be subject to the covenants of the Indenture described under “—Certain Covenants—Restricted Payments,” “—Incurrence of Indebtedness and Issuance of Preferred Stock,” clause (3) of “—Merger, Consolidation or Sale of Assets,” “—Transactions with Affiliates,” clauses (1) and (3) of “—Sale and Leaseback Transactions” and “—Limitation on Issuances and Sales of Equity Interests in Restricted Subsidiaries” and will not be subject to the provisions of the Indenture described under “—Repurchase at the Option of the Holders—Asset Sales” (collectively, the “Suspended Covenants”) with respect to the Notes under the Indenture. As a result, if and after the Company meets the Suspension Condition, the Notes will be entitled to substantially less covenant protection. If the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants with respect to such Notes for any period of time as a result of the foregoing and, subsequently, one or both Rating Agencies withdraw their Investment Grade rating or downgrade the Investment Grade rating assigned to the Notes such that the Notes are no longer rated Investment Grade by both Rating Agencies, then the Company and each of its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under the Indenture. Compliance with the Suspended Covenants with respect to Restricted Payments made after the time of such withdrawal or downgrade will be calculated in accordance with the terms of the covenant described below under “—Certain Covenants—Restricted Payments” as if such covenant had been in effect during the entire period of time from the date of the Indenture.

So long as the Notes are outstanding, including while the Company meets the Suspension Condition, the Company and its Restricted Subsidiaries will be subject to the provisions of the Indenture described under “—Repurchase at the Option of the Holders—Change of Control” and the covenants described under: “—Certain Covenants—Liens,” “—Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries,” “—Merger, Consolidation or Sale of Assets” (other than clause (3)), “—Guarantees,” “—Designation of Restricted and Unrestricted Subsidiaries,” “—Sale and Leaseback Transactions” (other than clauses (1) and (3)), “—Business

78

Activities,” “—Payments for Consent” and “Reports.” In addition, the Company will not be permitted to designate any Subsidiaries as Unrestricted Subsidiaries while the Company meets the Suspension Condition.

Certain Covenants

The Indenture contains various restrictive covenants, including the covenants described below.

Restricted Payments

(A) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay (without duplication) any dividend or make any other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends, payments or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or to the Company or a Restricted Subsidiary of the Company);

(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) any Equity Interests of the Company or any of its Restricted Subsidiary held by Persons other than the Company or any of its Restricted Subsidiaries;

(3) (i) make any voluntary payment on or with respect to, or voluntarily purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes or the Note Guarantees or (ii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness owed to the Company or any of the Company’s Affiliates that is subordinated to the Notes or any Note Guarantees, except, in the case of clause (ii), (a) a payment of interest or principal at the Stated Maturity thereof or (b) the purchase, repurchase or other acquisition of any such Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase, repurchase or other acquisition; or

(4) make any Restricted Investment (all such payments and other actions set forth in clauses (1) through (3) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:

(i) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof;

(ii) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four quarter period, have been permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock”; and

(iii) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the Issue Date (excluding Restricted Payments permitted by clauses (2), (3), (4), and (5) of the next succeeding paragraph (B)), is less than the sum, without duplication, of:

(a) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the Issue Date to the end of the Company’s most recently ended fiscal quarter for which internal financial

79

statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus

(b) 100% of the aggregate net cash proceeds received by the Company since the date of the Indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock) or from the issue or sale of Disqualified Stock or debt securities of the Company that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Company); plus

(c) with respect to Restricted Investments made by the Company and its Restricted Subsidiaries after the Issue Date, an amount equal to (x) the amount returned in cash to the Company or any Restricted Subsidiary of the Company on or with respect to such Restricted Investments, whether resulting from payments of interest on Indebtedness, dividends or distributions, repayments of loans or advances in cash or other payments, or from the net cash proceeds from the sale of any such Investment, (y) upon the designation of any Unrestricted Subsidiary to be a Restricted Subsidiary, the Fair Market Value of the Company’s or its Restricted Subsidiary’s equity interest in such Subsidiary at the time of such designation, or (z) upon the release of any Guarantee (except to the extent any amounts are paid under such Guarantee), the amount of the Guarantee released, in each case, but only if and to the extent such amounts are not included in the calculation of Consolidated Net Income and not to exceed the amount of the Restricted Investment previously made by the Company or any Restricted Subsidiary in such Person or Unrestricted Subsidiary.

(B) The preceding provisions will not prohibit:

(1) the payment of any dividend within 60 days after the date of declaration thereof, if at such date of declaration such payment would have complied with the provisions of the Indenture;

(2) the redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of the Company or any Guarantor or of any Equity Interests of the Company or any Restricted Subsidiary in exchange for, or out of the net cash proceeds of a contribution to the common equity of the Company or a substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock); provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition shall be excluded from clause (4)(iii)(b) of the preceding paragraph (A);

(3) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of the Company or any Guarantor in exchange for, or with the net cash proceeds from, an Incurrence of Permitted Refinancing Indebtedness;

(4) the payment of any dividend or distribution by a Restricted Subsidiary of the Company, other than a Guarantor, to the holders of its common Equity Interests, or the redemption by a Restricted Subsidiary of the Company, other than a Guarantor, of its common Equity Interests, in each case on a pro rata basis;

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

(6) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company held by any current or former employee or director of the Company (or any of its Restricted Subsidiaries) pursuant to the terms of any employee equity subscription agreement, stock option agreement or similar agreement entered into in the ordinary course of business; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests will not exceed $5.0

80

million and provided further that such aggregate price paid, in any calendar year, will not exceed $1.0 million;

(7) the Transactions; or

(8) other Restricted Payments in an aggregate amount not to exceed $25.0 million;

provided that, except in the case of clauses (1) and (7), no Default has occurred and is continuing or would be caused thereby.

The amount of all Restricted Payments (other than cash) shall be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued to or by the Company or such Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this covenant shall be determined by the Board of Directors whose resolution with respect thereto shall be delivered to the Trustee. The Board of Directors’ determination must be based upon an opinion or appraisal issued by an independent accounting, appraisal or investment banking firm if the Fair Market Value exceeds $10.0 million. Not later than the date of making any Restricted Payment, the Company shall deliver to the Trustee an Officers’ Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this “Restricted Payments” covenant were computed, together with a copy of any fairness opinion or appraisal required by the Indenture.

Incurrence of Indebtedness and Issuance of Preferred Stock

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Debt), and the Company will not permit any of its Restricted Subsidiaries to issue any preferred stock; provided, however, that the Company or any Guarantor may Incur Indebtedness, if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred at the beginning of such four-quarter period.

The first paragraph of this covenant will not prohibit the Incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

(1) the Incurrence by the Company or any Guarantor of Indebtedness under Credit Facilities in an aggregate principal amount at any one time outstanding pursuant to this clause (1) not to exceed the greater of (a) $150 million, less the aggregate amount of all Net Proceeds of Asset Sales applied by the Company or any Restricted Subsidiary to permanently repay any such Indebtedness (and, in the case of any revolving credit Indebtedness, to effect a corresponding commitment reduction thereunder) pursuant to the covenant “—Repurchase at the Option of Holders—Asset Sales” and (b) the sum of the amounts equal to (x) 60% of the consolidated book value of the inventory of the Company and the Guarantors and (y) 85% of the consolidated book value of the accounts receivable of the Company and the Guarantors, in each case as set forth on the most recent available quarterly or annual consolidated balance sheet of the Company and its Restricted Subsidiaries, prepared in conformity with GAAP;

(2) the Incurrence of Existing Indebtedness;

(3) the Incurrence by the Company and the Guarantors of Indebtedness represented by the Notes and the related Note Guarantees issued on the Issue Date and the Exchange Notes and the related Note Guarantees to be issued pursuant to the Registration Rights Agreement;

(4) the Incurrence by the Company or any Restricted Subsidiary of the Company of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, Incurred for the purpose of financing all or any part of the purchase price or cost of construction or

81

improvement of property, plant or equipment used in the business of the Company or such Restricted Subsidiary, in an aggregate amount at any one time outstanding, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (4), not to exceed the greater of (a) $15.0 million and (b) 2.5% of the Tangible Assets of the Company and its Restricted Subsidiaries (determined as of the end of the most recent fiscal quarter of the Company);

(5) the Incurrence by the Company or any Restricted Subsidiary of the Company of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by the Indenture to be Incurred under the first paragraph of this covenant or clauses (2), (3), (4), (5) or (8) of this paragraph;

(6) the Incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness owing to and held by the Company or any of its Restricted Subsidiaries; provided, however, that:

(a) if the Company or any Guarantor is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Company, or the Note Guarantee, in the case of a Guarantor; and

(b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary thereof and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

(7) the Guarantee by the Company or any of the Guarantors of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be Incurred by another provision of this covenant; or

(8) the Incurrence by the Company or any Restricted Subsidiary of the Company of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (8), not to exceed $25.0 million.

For purposes of determining compliance with this covenant, in the event that any proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (8) above, or is entitled to be Incurred pursuant to the first paragraph of this covenant, the Company will be permitted to classify at the time of its Incurrence such item of Indebtedness in any manner that complies with this covenant. In addition, any Indebtedness originally classified as Incurred pursuant to clauses (1) through (8) above may later be reclassified by the Company such that it will be deemed as having been Incurred pursuant to another of such clauses to the extent that such reclassified Indebtedness could be Incurred pursuant to such new clause at the time of such reclassification. Notwithstanding the foregoing, Indebtedness under Credit Facilities outstanding on the Issue Date will be deemed to have been Incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt.

Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that may be Incurred pursuant to this covenant will not be deemed to be exceeded, with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies. The Company will not Incur any Indebtedness that is subordinate or junior in right of payment to any other Indebtedness of the Company unless it is subordinate in right of payment to the Notes. No Guarantor will Incur any Indebtedness that is subordinate or junior in right of payment to any other Indebtedness of such Guarantor unless it is subordinate in right of payment to such Guarantor’s Note Guarantee. For purposes of the foregoing, no Indebtedness will be deemed to be subordinated in right of payment to any other Indebtedness of the Company or any Guarantor, as applicable, solely by reason of any Liens or Guarantees arising or created in respect of such other Indebtedness or by virtue of the fact that the holders of any secured Indebtedness have entered into intercreditor agreements giving one or more of such holders priority over the other holders in collateral held by them.

82

Liens

The Company will not, and will not permit any of its Restricted Subsidiaries to, create, Incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind (other than Permitted Liens) upon any of their property or assets, now owned or hereafter acquired, unless all payments due under the Indenture and the Notes are secured on an equal and ratable basis with the obligations so secured until such time as such obligations are no longer secured by a Lien.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its Capital Stock (or with respect to any other interest or participation in, or measured by, its profits) to the Company or any of its Restricted Subsidiaries or pay any liabilities owed to the Company or any of its Restricted Subsidiaries;

(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or

(3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

However, the preceding restrictions will not apply to such encumbrances or restrictions existing under, by reason of or with respect to:

(1) the Existing Indebtedness, the Credit Agreement, the Indenture, the Notes, the Note Guarantees or any other agreements in effect on the date of the Indenture and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in such Existing Indebtedness, the Credit Agreement, the Indenture, or such other agreements as in effect on the date of the Indenture;

(2) any provision of any indenture, credit agreement or similar agreement not described in the immediately preceding clause (1) that requires intercompany obligations to be subordinated to the indebtedness under such indenture or agreement on substantially the same terms as those provided above in clause (6) of the second paragraph of the covenant described above under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock”;

(3) applicable law;

(4) any agreement or arrangement applicable to any Person or the property or assets of such Person acquired by the Company or any of its Restricted Subsidiaries, existing at the time of such acquisition and not entered into in connection with or in contemplation of such acquisition; provided that the encumbrance or restriction therein is not applicable to any Person or the properties or assets of any Person, other than the Person, or the property or assets of such Person, so acquired and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, than those in effect on the date of the acquisition;

83

(5) in the case of clause (3) of the first paragraph of this covenant:

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

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

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

(6) any agreement for the sale or other disposition of all or substantially all of the Capital Stock of, or property and assets of, a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending such sale or other disposition;

(7) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(8) restrictions on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; and

(9) Standard Securitization Undertakings related to a Receivables Subsidiary in connection with a Qualified Receivables Transaction.

Merger, Consolidation or Sale of Assets

The Company will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation) or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties and assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to another Person unless:

(1) either: (a) the Company is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made (i) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia and (ii) assumes all the obligations of the Company under the Notes, the Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee;

(2) immediately after giving effect to such transaction no Default or Event of Default exists;

(3) immediately after giving effect to such transaction on a pro forma basis, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made, will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock”;

(4) each Guarantor, unless such Guarantor is the Person with which the Company has entered into a transaction under this “Consolidation, Merger or Sale of Assets” covenant, shall have by amendment to its

84

Note Guarantee confirmed that its Note Guarantee shall apply to the obligations of the Company or the surviving Person in accordance with the Notes and the Indenture; and

(5) the Company delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computation to demonstrate compliance with clause (3) above) and Opinion of Counsel, in each case stating that such transaction and such agreement complies with this covenant and that all conditions precedent provided for herein relating to such transaction have been complied with.

In addition, the Company may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. Clause (3) above of this “Merger, Consolidation or Sale of Assets” covenant will not apply to any merger, consolidation or sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries.

Upon any consolidation or merger, or any sale, assignment, transfer, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with this covenant, the successor corporation formed by such consolidation or with or into which the Company is merged or to which such sale, assignment, transfer, conveyance or other disposition is made will succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, conveyance or other disposition, the provisions of the Indenture referring to the “Company” will refer instead to the successor corporation and not the Company), and may exercise every right and power of, the Company under the Indenture with the same effect as if such successor Person has been named as the Company in the Indenture.

Transactions with Affiliates

The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into, make, amend, renew or extend any transaction, contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”), unless:

(1) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s-length transaction by the Company or such Restricted Subsidiary with a Person that is not an Affiliate of the Company; and

(2) the Company delivers to the Trustee:

(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction or series of related Affiliate Transactions complies with this covenant and that such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors; and

(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction or series of related Affiliate Transactions from a financial point of view issued by an independent accounting, appraisal or investment banking firm.

The following items shall not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1) transactions between or among the Company and/or its Restricted Subsidiaries;

(2) payment of reasonable fees and compensation to, and indemnity provided on behalf of, the executive officers and directors of the Company and its Restricted Subsidiaries;

85

(3) the entering into of a tax sharing agreement, or payments pursuant thereto, between the Company and/or one or more Subsidiaries, on the one hand, and any other Person with which the Company or such Subsidiaries are required or permitted to file a consolidated tax return or with which the Company or such Subsidiaries are part of a consolidated group for tax purposes, on the other hand, which payments by the Company and the Restricted Subsidiaries are not in excess of the tax liabilities that would have been payable by them on a stand-alone basis;

(4) loans and advances permitted by clause (8) of the definition of “Permitted Investments”;

(5) Restricted Payments that are permitted by the provisions of the Indenture described above under the caption “—Restricted Payments”;

(6) prior to the distribution of the Company to TXI’s shareholders (a) sales of slag to TXI consistent with past practice and (b) purchases and sales of goods or services in the ordinary course of business with TXI; provided such purchases and sales are on terms no less favorable to the Company than those that would have been obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of the Company;

(7) transfers of accounts receivable and related assets to a Receivables Subsidiary in connection with a Qualified Receivables Transaction and the charging of fees and expenses in the ordinary course of business in connection with such transfers; and

(8) any sale of Equity Interests (other than Disqualified Stock) of the Company.

Designation of Restricted and Unrestricted Subsidiaries

The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary; provided that:

(1) any Guarantee by the Company or any Restricted Subsidiary of any Indebtedness of the Subsidiary being so designated will be deemed to be an Incurrence of Indebtedness by the Company or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such Incurrence of Indebtedness would be permitted under the covenant described above under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”;

(2) the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the Company or any Restricted Subsidiary of any Indebtedness of such Subsidiary) will be deemed to be a Restricted Investment made as of the time of such designation and that such Investment would be permitted under the covenant described above under the caption “—Certain Covenants—Restricted Payments”;

(3) such Subsidiary does not hold any Liens on any Property of the Company or any Restricted Subsidiary;

(4) the Subsidiary being so designated:

(a) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;

(b) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (i) to subscribe for additional Equity Interests or (ii) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;

86

(c) has not Guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries, except to the extent such Guarantee or credit support would be released upon such designation; and

(d) other than in the case of a Receivables Subsidiary, has at least one director on its Board of Directors that is not a director or officer of the Company or any of its Restricted Subsidiaries and has at least one executive officer that is not a director or officer of the Company or any of its Restricted Subsidiaries; and

(5) no Default or Event of Default would be in existence following such designation.

Any designation of a Restricted Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by the Indenture. If, at any time, any Unrestricted Subsidiary (x) would fail to meet any of the preceding requirements described in subclauses (a), (b) and (c) of clause (4) above or (y) fails to meet the requirement described in clause 4(d) above and such failure continues for a period of 60 days, such Subsidiary shall thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness, Investments, or Liens on the property of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness, Investments or Liens are not permitted to be incurred as of such date under the Indenture, the Company shall be in default under the Indenture.

The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that:

(1) such designation shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the covenant described under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”;

(2) all outstanding Investments owned by such Unrestricted Subsidiary will be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the covenant described above under the caption “—Certain Covenants—Restricted Payments”;

(3) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the caption “—Certain Covenants—Liens”; and

(4) no Default or Event of Default would be in existence following such designation.

Sale and Leaseback Transactions

The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary may enter into a sale and leaseback transaction if:

(1) the Company or that Restricted Subsidiary, as applicable, could have Incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in the first paragraph of the covenant described above under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock”;

(2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value, as determined in good faith by the Board of Directors and set forth in an Officers’ Certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction; and

87

(3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales.”

Limitation on Issuances and Sales of Equity Interests in Restricted Subsidiaries

The Company will not transfer, convey, sell, lease or otherwise dispose of, and will not permit any of its Restricted Subsidiaries to, issue, transfer, convey, sell, lease or otherwise dispose of any Equity Interests in any Restricted Subsidiary of the Company to any Person (other than the Company or a Restricted Subsidiary of the Company or, if necessary, shares of its Capital Stock constituting directors’ qualifying shares or issuances of shares of Capital Stock of foreign Restricted Subsidiaries to foreign nationals, to the extent required by applicable law), except:

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

(2) sales of Common Stock of a Restricted Subsidiary by the Company or a Restricted Subsidiary, provided that the Company or such Restricted Subsidiary complies with the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales.”

Guarantees

If the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary (other than a Receivables Subsidiary) on or after the Issue Date, then that newly acquired or created Domestic Subsidiary must become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel to the Trustee. The Company will not permit any of its Restricted Subsidiaries, directly or indirectly, to Guarantee the payment of any other Indebtedness of the Company, unless such Restricted Subsidiary is a Guarantor or simultaneously executes and delivers a supplemental indenture providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness. The form of the Note Guarantee is attached as an exhibit to the Indenture.

A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, unless:

(1) immediately after giving effect to that transaction, no Default or Event of Default exists; and

(2) either:

(a) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) is a corporation or limited liability company organized or existing under the laws of the United States, any state thereof or the District of Columbia and assumes all the obligations of that Guarantor under the Indenture, its Note Guarantee and the Registration Rights Agreement pursuant to a supplemental indenture reasonably satisfactory to the Trustee; or

(b) such sale or other disposition complies with the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales.”

The Note Guarantee of a Guarantor will be released:

(1) in connection with any sale or other disposition of all of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) an Affiliate of the Company, if

88

the sale of all such Capital Stock of that Guarantor complies with the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales”;

(2) if the Company properly designates that Guarantor as an Unrestricted Subsidiary under the Indenture; or

(3) solely in the case of a Note Guarantee created pursuant to the second sentence of this covenant, upon the release or discharge of the Guarantee which resulted in the creation of such Note Guarantee pursuant to this covenant “—Certain Covenants—Guarantees,” except a discharge or release by or as a result of payment under such Guarantee.

Business Activities

The Company will not, and will not permit any Restricted Subsidiary to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Company and its Restricted Subsidiaries taken as a whole.

Payments for Consent

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Reports

The Company will furnish to the Trustee and, upon request, to beneficial owners and prospective investors a copy of all of the information and reports referred to in clauses (1) and (2) below within the time periods specified in the Commission’s rules and regulations:

(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants; and

(2) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports.

Whether or not required by the Commission, the Company will comply with the periodic reporting requirements of the Exchange Act and will file the reports specified in the preceding paragraph with the Commission within the time periods specified above (unless the Commission will not accept such a filing). The Company agrees that it will not take any action for the purpose of causing the Commission not to accept any such filings. If, notwithstanding the foregoing, the Commission will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraph on its website within the time periods that would apply if the Company were required to file those reports with the Commission.

If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by this covenant shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

89

Events of Default and Remedies

Each of the following is an Event of Default:

(1) default for 30 days in the payment when due of interest on, or Liquidated Damages with respect to, the Notes;

(2) default in payment when due (whether at maturity, upon acceleration, redemption or otherwise) of the principal of, or premium, if any, on the Notes;

(3) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions described under the captions “—Repurchase at the Option of Holders—Change of Control,” “—Repurchase at the Option of Holders—Asset Sales” or “—Certain Covenants—Merger, Consolidation or Sale of Assets” or the provisions described under the caption “—Guarantees”;

(4) failure by the Company or any of its Restricted Subsidiaries for 30 days after written notice by the Trustee or Holders representing 25% or more of the aggregate principal amount of the Notes outstanding to comply with any of the other agreements in the Indenture;

(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness by the Company or any of its Restricted Subsidiaries (or the payment of which is Guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default:

(a) is caused by a failure to make any payment when due at the final maturity of such Indebtedness (a “Payment Default”); or

(b) results in the acceleration of such Indebtedness prior to its express maturity; and

(c) in each case, the amount of any such Indebtedness, together with the amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $10.0 million or more;

(6) failure by the Company or any of its Restricted Subsidiaries to pay final judgments (to the extent such judgments are not paid or covered by insurance provided by a reputable carrier that has the ability to perform and has acknowledged coverage in writing) aggregating in excess of $10.0 million, which judgments are not paid, discharged or stayed for a period of 60 days;

(7) except as permitted by the Indenture, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Note Guarantee; and

(8) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary of the Company (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary).

In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company or any Significant Subsidiary of the Company (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary), all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.

Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the

90

Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, interest or Liquidated Damages) if it determines that withholding notice is in their interest.

The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or Liquidated Damages on, or the principal or premium, if any, of the Notes. The Holders of a majority in principal amount of the then outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of Notes not joining in the giving of such direction and may take any other action it deems proper that is not inconsistent with any such direction received from Holders of the Notes. A Holder may not pursue any remedy with respect to the Indenture or the Notes unless:

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

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

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

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

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

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

In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the optional redemption provisions of the Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs during any time that the Notes are outstanding, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes, then the premium specified in the Indenture that would have been payable upon redemption at the time the Event of Default occurs shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

The Company is required to deliver to the Trustee annually within 90 days after the end of each fiscal year a statement regarding compliance with the Indenture. Upon becoming aware of any Default or Event of Default, the Company is required to deliver to the Trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, shall have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the

91

consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

The Company may, at its option and at any time, elect to have all of its obligations discharged with respect to the outstanding Notes and all obligations of the Guarantors discharged with respect to their Note Guarantees (“Legal Defeasance”) except for:

(1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium and Liquidated Damages, if any, on such Notes when such payments are due from the trust referred to below;

(2) the Company’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the Trustee, and the Company’s and the Guarantor’s obligations in connection therewith; and

(4) the Legal Defeasance provisions of the Indenture.

In addition, the Company may, at its option and at any time, elect to have the obligations of the Company and the Guarantors released with respect to certain covenants that are described in the Indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants shall not constitute a Default or Event of Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including nonpayment, bankruptcy, receivership, rehabilitation and insolvency events) described under “Events of Default” will no longer constitute Events of Default with respect to the Notes.

To exercise either Legal Defeasance or Covenant Defeasance:

(1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars and/or non-callable Government Securities that through the payment of interest and principal (in respect of such cash or Government Securities) or other amounts will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium and Liquidated Damages, if any, on the outstanding Notes on the stated maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date;

(2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

92

(4) no Default or Event of Default shall have occurred and be continuing either: (a) on the date of such deposit; or (b) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit;

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

(6) the Company must have delivered to the Trustee an Opinion of Counsel to the effect that, (1) assuming no intervening bankruptcy of the Company or any Guarantor between the date of deposit and the 91st day following the deposit and assuming that no Holder is an “insider” of the Company under applicable bankruptcy law, after the 91st day following the deposit, the trust funds will not be subject to the effect of Section 547 of the United States Bankruptcy Code and (2) the creation of the defeasance trust does not violate the Investment Company Act of 1940;

(7) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others;

(8) if the Notes are to be redeemed prior to their stated maturity, the Company must deliver to the Trustee irrevocable instructions to redeem all of the Notes on the specified redemption date; and

(9) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the Indenture or the Notes issued thereunder may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes).

Without the consent of each Holder affected, an amendment or waiver may not (with respect to any Notes held by a non-consenting Holder):

(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any Note or alter the provisions, or waive any payment, with respect to the redemption of such Notes;

(3) reduce the rate of or change the time for payment of interest on any Note;

(4) waive a Default or Event of Default in the payment of principal of, or interest or premium, or Liquidated Damages, if any, on such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of such Notes and a waiver of the payment default that resulted from such acceleration);

(5) make any Note payable in money other than U.S. dollars;

93

(6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium or Liquidated Damages, if any, on the Notes;

(7) release any Guarantor from any of its obligations under its Note Guarantee or the Indenture, except in accordance with the terms of the Indenture, as then in effect;

(8) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes or the Note Guarantees;

(9) amend, change or modify the obligation of the Company to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with the “Repurchase at the Option of Holders—Asset Sales” covenant after the obligation to make such Asset Sale Offer has arisen or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with the “Repurchase at the Option of Holders—Change of Control” covenant after such Change of Control has occurred, including, in each case, amending, changing or modifying any definition relating thereto;

(10) except as otherwise permitted under the “Merger, Consolidation and Sale of Assets” covenant, consent to the assignment or transfer by the Company or any Guarantor of any of their rights or obligations under the Indenture; and

(11) make any change in the preceding amendment and waiver provisions.

Notwithstanding the preceding, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement the Indenture or the Notes:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated Notes in addition to or in place of certificated Notes and to provide for the issuance of Additional Notes in accordance with the limitations in the Indenture;

(3) to provide for the assumption of the Company’s or any Guarantor’s obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets;

(4) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not materially adversely affect the legal rights under the Indenture of any such Holder;

(5) to comply with requirements of the Commission to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

(6) to comply with the provision described under “Certain Covenants—Guarantees”; or

(7) to evidence and provide for the acceptance of appointment of a successor Trustee.

Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder, when:

(1) either:

(a) all Notes that have been authenticated thereunder (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company) have been delivered to the Trustee for cancellation; or

94

(b) all Notes that have not been delivered to the Trustee for cancellation thereunder have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars and/or non-callable Government Securities that through the payment of interest and principal (in respect of such cash or Government Securities) or other amounts will provide funds as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption;

(2) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

(3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under the Indenture; and

(4) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

If the Trustee becomes a creditor of the Company or any Guarantor, the Indenture and the Trust Indenture Act limit its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue or resign.

The Indenture provides that in case an Event of Default shall occur and be continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of Notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Book-Entry, Delivery and Form

We will issue the exchange notes in the form of one or more global notes (the “Global Exchange Note”). The Global Exchange Note will be deposited upon issuance with the Trustee as custodian for The Depository Trust Company, or DTC, in New York, New York, and registered in the name of DTC or its nominee. Except as set forth below, the Global Exchange Notes may be transferred, in whole and not in part, only to DTC or another nominee of DTC. Investors may hold their beneficial interests in the Global Exchange Notes directly through DTC if they have an account with DTC or indirectly through organizations that have accounts with DTC, including Morgan Guaranty Trust Company, Brussels office, as operator of Euroclear Bank, S.A./N.V. as operator of the Euroclear System (“Euroclear”) and Citibank N.A., as operator of Clearstream Banking, S.A. (“Clearstream”).

Beneficial interests in the Global Exchange Notes may not be exchanged for notes in certificated form except in the limited circumstances described below. See “— Exchange of Global Exchange Notes for Certificated

95

Notes.” Except in the limited circumstances described below, owners of beneficial interests in the Global Exchange Notes will not be entitled to receive physical delivery of Notes in certificated form.

Transfers of beneficial interests in the DTC Global Exchange Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear and Clearstream), which may change from time to time.

Depository Procedures

The following description of the operations and procedures of DTC, Euroclear and Clearstream are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. The Company takes no responsibility for these operations and procedures and urges investors to contact the system or their participants directly to discuss these matters.

DTC has advised the Company that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the “Participants”) and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the Initial Purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the “Indirect Participants”). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

DTC has also advised the Company that, pursuant to procedures established by it:

(1) upon deposit of the Global Exchange Notes, DTC will credit the accounts of Participants with portions of the principal amount of the Global Exchange Notes; and

(2) ownership of these interests in the Global Exchange Notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Exchange Notes).

Investors in the Global Exchange Notes who are Participants in DTC’s system may hold their interests therein directly through DTC. Investors in the Global Exchange Notes who are not Participants may hold their interests therein indirectly through organizations (including Euroclear and Clearstream) which are Participants in such system. All interests in a Global Exchange Note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems. The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Exchange Note to such Persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants, the ability of a Person having beneficial interests in a Global Exchange Note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of interests in the Global Exchange Notes will not have Notes registered in their names, will not receive physical delivery of Notes in certificated form and will not be considered the registered owners or “Holders” thereof under the Indenture for any purpose.

96

Payments in respect of the principal of, and interest and premium and Liquidated Damages, if any, on a Global Exchange Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered Holder under the Indenture. Under the terms of the Indenture, the Company and the Trustee will treat the Persons in whose names the Notes, including the Global Exchange Notes, are registered as the owners thereof for the purpose of receiving payments and for all other purposes. Consequently, neither the Company, the Trustee nor any agent of the Company or the Trustee has or will have any responsibility or liability for:

(1) any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interest in the Global Exchange Notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global Exchange Notes; or

(2) any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

DTC has advised the Company that its current practice, upon receipt of any payment in respect of securities such as the Notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of Notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the Trustee or the Company. Neither the Company nor the Trustee will be liable for any delay by DTC or any of its Participants in identifying the beneficial owners of the Notes, and the Company and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

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

Subject to compliance with the transfer restrictions, if applicable to the Notes described herein, cross-market transfers between the Participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the Global Exchange Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

DTC has advised the Company that it will take any action permitted to be taken by a Holder of Notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Exchange Notes and only in respect of such portion of the aggregate principal amount of the Notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the Notes, DTC reserves the right to exchange the Global Notes for legended Notes in certificated form, and to distribute such Notes to its Participants.

Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Global Exchange Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. Neither the Company nor the Trustee nor any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

97

Exchange of Global Exchange Notes for Certificated Notes

A Global Exchange Note will be exchanged for definitive Notes in registered certificated form (“Certificated Notes”) if:

(1) DTC (a) notifies the Company that it is unwilling or unable to continue as depositary for the Global Exchange Notes, or (b) has ceased to be a clearing agency registered under the Exchange Act, and in each case the Company fails to appoint a successor depositary;

(2) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Certificated Notes (DTC has advised the Company that, in such event, under its current practices, DTC would notify its participants of the Company’s request, but will only withdraw beneficial interests from a Global Exchange Note at the request of each DTC participant); or

(3) there shall have occurred and be continuing a Default or Event of Default with respect to the Notes.

In addition, beneficial interests in a Global Exchange Note may be exchanged for Certificated Notes upon prior written notice given to the Trustee by or on behalf of DTC in accordance with the Indenture. In all cases, Certificated Notes delivered in exchange for any Global Exchange Note or beneficial interests in Global Exchange Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

Exchange of Certificated Notes for Global Notes

Certificated Notes may not be exchanged for beneficial interests in any Global Exchange Note unless the transferor first delivers to the Trustee a written certificate (in the form provided in the Indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such Notes.

Same Day Settlement and Payment

The Company will make payments in respect of the Notes represented by the Global Exchange Notes (including principal, premium, if any, interest and Liquidated Damages, if any) by wire transfer of immediately available funds to the accounts specified by the Global Exchange Note Holder. If a Holder of $1.0 million or more of the Notes has given wire transfer instructions to the Company, the Company will make all payments of principal, interest and premium and Liquidated Damages, if any, with respect to such Certificated Notes by wire transfer of immediately available funds to the accounts specified by each such Holder. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their addresses set forth in the register of Holders. The Notes represented by the Global Exchange Notes are expected to be eligible to trade in the PORTAL market and to trade in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such Notes will, therefore, be required by DTC to be settled in immediately available funds. The Company expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Exchange Note from a Participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised the Company that cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a Participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.

98

Registration Rights; Liquidated Damages

The following description is a summary of the material provisions of the Registration Rights Agreement. It does not restate that agreement in its entirety. We urge you to read the Registration Rights Agreement in its entirety because it, and not this description, defines your registration rights as a Holder of the Notes. See “—Additional Information.”

On July 6, 2005, the Company, the Guarantors and the Initial Purchasers entered into the Registration Rights Agreement. Pursuant to the Registration Rights Agreement, the Company and the Guarantors filed with the Commission the registration statement to which this prospectus relates. The Company and the Guarantors will offer to the holders of Outstanding Notes pursuant to the Exchange Offer who are able to make certain representations the opportunity to exchange their Outstanding Notes for Exchange Notes.

If:

(1) the Company is not permitted to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy;

(2) for any reason the Exchange Offer is not consummated by February 1, 2006; or

(3) any Holder of Notes notifies the Company prior to the 20th day following consummation of the Exchange Offer that:

(a) it is prohibited by law or Commission policy from participating in the Exchange Offer; or

(b) it may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or

(c) it is a broker-dealer and owns Notes acquired directly from the Company or an affiliate of the Company,

the Company and the Guarantors will file with the Commission a Shelf Registration Statement to cover resales of the Notes by the Holders thereof who satisfy certain conditions relating to the provision of information in connection with the Shelf Registration Statement. The Company and the Guarantors will use their reasonable best efforts to cause any Shelf Registration Statement to be declared effective as promptly as possible by the Commission.

The Registration Rights Agreement provides:

(1) unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Company and the Guarantors will:

(a) (i) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (ii) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky laws of such jurisdictions as are necessary to permit consummation of the Exchange Offer, and

(b) upon the effectiveness of such Registration Statement, commence the Exchange Offer.

(2) if obligated to file the Shelf Registration Statement, the Company and the Guarantors will file the Shelf Registration Statement with the Commission on or prior to 45 days after such filing obligation arises and use their reasonable best efforts to cause the Shelf Registration to be declared effective by the Commission on or prior to 135 days after such obligation arises.

99

If:

(1) the Company and the Guarantors fail to file any Registration Statement required by the Registration Rights Agreement on or before the date specified for such filing; or

(2) any Registration Statement is not declared effective by the Commission on or prior to the applicable date specified for such effectiveness (the “Effectiveness Target Date”); or

(3) the Exchange Offer has not been consummated by March 15, 2006 with respect to the Exchange Offer Registration Statement; or

(4) the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales or exchanges of Notes during the periods specified in the Registration Rights Agreement (each such event referred to in clauses (1) through (4) above, a “Registration Default”),

then the Company and the Guarantors will pay Liquidated Damages to each Holder of Notes, with respect to the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to one-quarter of one percent (0.25%) per annum on the principal amount of Notes held by such Holder.

The amount of the Liquidated Damages will increase by an additional one-quarter of one percent (0.25%) per annum on the principal amount of Notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages for all Registration Defaults of 1.0% per annum.

All accrued Liquidated Damages will be paid by the Company and the Guarantors on each interest payment date to the Global Note Holder by wire transfer of immediately available funds or by federal funds check and to Holders of Certificated Notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified.

Following the cure of all Registration Defaults, the accrual of Liquidated Damages will cease. Holders of Notes will be required to make certain representations to the Company (as described in the Registration Rights Agreement) to participate in the Exchange Offer and will be required to deliver certain information to be used in connection with the Shelf Registration Statement and to provide comments on the Shelf Registration Statement within the time periods set forth in the Registration Rights Agreement in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Liquidated Damages set forth above. By acquiring Notes, a Holder will be deemed to have agreed to indemnify the Company and the Guarantors against certain losses arising out of information furnished by such Holder in writing for inclusion in any Shelf Registration Statement. Holders of Notes will also be required to suspend their use of the prospectus included in the Shelf Registration Statement under certain circumstances upon receipt of written notice to that effect from the Company.

Certain Definitions

Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

“Acquired Debt” means, with respect to any specified Person: (1) Indebtedness of any other Person existing at the time such other Person is merged with or into, or becomes a Subsidiary of, such specified Person, whether or not such Indebtedness is Incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Affiliate” of any specified Person means (1) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person or (2) any executive officer or director of such specified Person. For purposes of this definition, “control,” as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or

100

policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person shall be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” shall have correlative meanings.

“Asset Sale” means:

(1) the sale, lease, conveyance or other disposition of any property or assets; provided that the sale, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the Indenture described above under the caption “—Repurchase at the Option of Holders—Change of Control” and/or the provisions described above under the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets” and not by the provisions of the Asset Sale covenant; and

(2) the issuance of Equity Interests by any of the Company’s Restricted Subsidiaries or the sale by the Company or any Restricted Subsidiary of Equity Interests in any of its Subsidiaries (other than directors’ qualifying shares and shares issued to foreign nationals to the extent required by applicable law).

Notwithstanding the preceding, the following items shall be deemed not to be Asset Sales:

(1) any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $2.0 million;

(2) a transfer of assets between or among the Company and its Restricted Subsidiaries;

(3) an issuance of Equity Interests by a Restricted Subsidiary to the Company or to another Restricted Subsidiary;

(4) the sale or lease of equipment, inventory, accounts receivable or other assets in the ordinary course of business, including sales of accounts receivable and related assets under any Qualified Receivables Transaction;

(5) the sale or other disposition of Cash Equivalents;

(6) dispositions of accounts receivable in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings;

(7) a Restricted Payment that is permitted by the covenant described above under the caption “—Certain Covenants—Restricted Payments”;

(8) a Permitted Investment;

(9) any sale or disposition of any property or equipment that has become damaged, worn out or obsolete; and

(10) the creation of a Lien not prohibited by the Indenture.

“Attributable Debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction, including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in

101

Section 13(d)(3) of the Exchange Act), such “person” shall be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and “Beneficially Owned” shall have a corresponding meaning.

“Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation or, except in the context of the definitions of “Change of Control” and “Continuing Directors,” a duly authorized committee thereof;

(2) with respect to a partnership, the board of directors of the general partner of the partnership; and

(3) with respect to any other Person, the board or committee of such Person serving a similar function.

“Board Resolution” means a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors of the Company and to be in full force and effect on the date of such certification.

“Business Day” means any day other than a Saturday, a Sunday or other day on which banking institutions in the City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed.

“Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Cash Equivalents” means:

(1) United States dollars;

(2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) maturing, unless such securities are deposited to defease any Indebtedness, not more than 12 months from the date of acquisition;

(3) certificates of deposit and eurodollar time deposits with maturities of 12 months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding 12 months and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500.0 million and a rating at the time of acquisition thereof of P-1 or better from Moody’s or A-1 or better from S&P;

102

(4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper having the highest rating obtainable from Moody’s or S&P and in each case maturing within six months after the date of acquisition;

(6) auction rate securities rated with the highest short-term ratings by Moody’s and S&P, and maturing within 365 days of acquisition;

(7) securities issued and fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, rated at least “A” by Moody’s or S&P and having maturities of not more than 12 months from the date of acquisition; and

(8) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (7) of this definition.

“Change of Control” means the occurrence of any of the following:

(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act);

(2) the adoption of a plan relating to the liquidation or dissolution of the Company;

(3) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) becomes the ultimate Beneficial Owner, directly or indirectly, of 35% or more of the voting power of the Voting Stock of the Company;

(4) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors; or

(5) the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where (A) the Voting Stock of the Company outstanding immediately prior to such transaction remains outstanding and constitutes or is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person that constitutes a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance) and (B) immediately after such transaction, no “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) becomes, directly or indirectly, the beneficial owner (as defined above) of 35% or more of the voting power of the Voting Stock of the Company.

“Commission” means the United States Securities and Exchange Commission.

“Common Stock” means, with respect to any Person, any Capital Stock (other than Preferred Stock) of such Person, whether outstanding on the Issue Date or issued thereafter.

“Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus:

(1) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

103

(2) Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that any such Fixed Charges were deducted in computing such Consolidated Net Income; plus

(3) depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; plus

(4) net losses of any Unrestricted Subsidiary or any other Person that is not a Restricted Subsidiary of the Company and is accounted for by the equity method of accounting, to the extent that such net losses were deducted in computing such Consolidated Net Income; minus

(5) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue consistent with past practice and any items that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period, in each case, on a consolidated basis and determined in accordance with GAAP.

Notwithstanding the preceding, the provision for taxes based on the income or profits of, and the depreciation and amortization and other non-cash expenses of, a Restricted Subsidiary of the Company shall be added to Consolidated Net Income to compute Consolidated Cash Flow of the Company (A) in the case of any Restricted Subsidiary that is not a wholly owned Restricted Subsidiary, in the same proportion that the Net Income of such Restricted Subsidiary was added to compute such Consolidated Net Income of the Company and (B) only to the extent that a corresponding amount would be permitted at the date of determination to be dividended, distributed or lent to the Company by such Restricted Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Subsidiary or its stockholders.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

(1) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Restricted Subsidiary thereof;

(2) the Net Income of any Restricted Subsidiary shall be excluded to the extent that both the declaration or payment of dividends or similar distributions and the making of loans by that Restricted Subsidiary of that Net Income are not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its equityholders;

(3) the Net Income of any Person acquired during the specified period for any period prior to the date of such acquisition shall be excluded;

(4) the cumulative effect of a change in accounting principles shall be excluded; and

104

(5) the Net Income (but not loss) of any Unrestricted Subsidiary shall be excluded, whether or not distributed to the specified Person or one of its Subsidiaries.

“Continuing Directors” means, as of any date of determination, any member of the board of directors of the Company who:

(1) was a member of such board of directors on the Issue Date; or

(2) was nominated for election or elected to such board of directors with the approval of a majority of the Continuing Directors who were members of such board of directors at the time of such nomination or election.

“Credit Agreement” means the Credit Agreement dated as of June 16, 2005 by and among the Company, Bank of America, N.A., as Administrative Agent, Swing Line Lender and Letter of Credit Issuer, and the lenders party thereto, providing for up to $150 million of revolving credit borrowings, including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, modified, renewed, refunded, replaced, decreased, increased or refinanced from time to time, regardless of whether such amendment, modification, renewal, refunding, replacement, decrease, increase or refinancing is with the same financial institutions or otherwise.

“Credit Facilities” means one or more debt or receivables facilities (including, without limitation, the Credit Agreement) or commercial paper facilities or indentures, in each case with banks, vendors or other institutional lenders or a trustee providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit or issuances of debt securities, in each case, as amended, restated, modified, renewed, refunded, replaced, decreased, increased or refinanced in whole or in part from time to time.

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

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is one year after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption “—Certain Covenants—Restricted Payments.” The term “Disqualified Stock” shall also include any options, warrants or other rights that are convertible into Disqualified Stock or that are redeemable at the option of the holder, or required to be redeemed, prior to the date that is one year after the date on which the Notes mature.

“Domestic Subsidiary” means any Restricted Subsidiary of the Company other than a Subsidiary that is (1) a “controlled foreign corporation” under Section 957 of the Internal Revenue Code or (2) a Subsidiary of any such controlled foreign corporation.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means a public or private offer and sale of Capital Stock (other than Disqualified Stock) of the Company.

105

“Existing Indebtedness” means the aggregate principal amount of Indebtedness of the Company and its Subsidiaries (other than Indebtedness under the Credit Agreement and the TXI Advance) in existence on the date of the Indenture.

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

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

(1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges Incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations; plus

(2) the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

(3) any interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

(4) any accounts receivable facility fees or discounts paid under any accounts receivables financing; plus

(5) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Stock or Preferred Stock of such Person or any of its Restricted Subsidiaries that are not tax deductible for such Person or such Restricted Subsidiary, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP; plus

(6) all dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Stock or Preferred Stock of such Person or any of its Restricted Subsidiaries that are tax deductible for such Person or such Restricted Subsidiary, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company.

“Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Subsidiaries Incurs, assumes, Guarantees, repays, repurchases or redeems any Indebtedness or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such Incurrence, assumption, Guarantee, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of the applicable four-quarter reference period.

106

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1) acquisitions and dispositions of business entities or property and assets constituting a division or line of business of any Person that have been made by the specified Person or any of its Restricted Subsidiaries, including through the Transactions or through mergers or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date shall be given pro forma effect as if they had occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period shall be calculated on a pro forma basis in accordance with Regulation S-X under the Securities Act, but without giving effect to clause (3) of the proviso set forth in the definition of Consolidated Net Income;

(2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP shall be excluded;

(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP shall be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Subsidiaries following the Calculation Date; and

(4) consolidated interest expense attributable to interest on any Indebtedness (whether existing or being Incurred) computed on a pro forma basis and bearing a floating interest rate shall be computed as if the rate in effect on the Calculation Date (taking into account any interest rate option, swap, cap or similar agreement applicable to such Indebtedness if such agreement has a remaining term in excess of 12 months or, if shorter, at least equal to the remaining term of such Indebtedness) had been the applicable rate for the entire period.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, the opinions and pronouncements of the Public Company Accounting Oversight Board and in the statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the Issue Date. All ratios and computations contained or referred to in the Indenture shall be computed in conformity with GAAP and shall be made without giving effect to the write off of debt issuance costs or payment of consent fees or premiums on or prior to the Issue Date.

“Government Securities” means securities that are direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged.

“Guarantee” means, as to any Person, a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness of another Person.

“Guarantors” means: (1) the Initial Guarantors; and (2) any other subsidiary that executes a Note Guarantee in accordance with the provisions of the Indenture; and their respective successors and assigns until released from their obligations under their Note Guarantees and the Indenture in accordance with the terms of the Indenture.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under: (1) interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and other agreements or arrangements designed for the purpose of fixing, hedging or swapping interest rate risk; (2) commodity swap agreements, commodity option agreements, forward contracts and other agreements or arrangements designed for the purpose of fixing, hedging or swapping commodity price risk; and (3) foreign exchange contracts, currency swap agreements and other agreements or arrangements designed for the purpose of fixing, hedging or swapping foreign currency exchange rate risk.

107

“Holder” means a Person in whose name a Note is registered.

“Incur” means, with respect to any Indebtedness, to incur, create, issue, assume, Guarantee or otherwise become directly or indirectly liable for or with respect to, or become responsible for, the payment of, contingently or otherwise, such Indebtedness (and “Incurrence” and “Incurred” will have meanings correlative to the foregoing); provided that (1) any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Company will be deemed to be Incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary of the Company and (2) neither the accrual of interest nor the accretion of original issue discount nor the payment of interest in the form of additional Indebtedness with the same terms and the payment of dividends on Disqualified Stock or Preferred Stock in the form of additional shares of the same class of Disqualified Stock or Preferred Stock (to the extent provided for when the Indebtedness or Disqualified Stock or Preferred Stock on which such interest is paid was originally issued) will be considered an Incurrence of Indebtedness; provided that in each case the amount thereof is for all other purposes included in the Fixed Charges and Indebtedness of the Company or its Restricted Subsidiary as accrued.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent, in respect of:

(1) borrowed money;

(2) obligations evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof), but excluding obligations with respect to letters of credit (including trade letters of credit) securing obligations described in clause (5) below entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if drawn upon, to the extent such drawing is reimbursed no later than the third Business Day following receipt by such Person of a demand for reimbursement; provided, however, that the foregoing exclusion shall not apply to letters of credit outstanding under the Credit Agreement;

(3) banker’s acceptances;

(4) Capital Lease Obligations and Attributable Debt;

(5) the balance deferred and unpaid of the purchase price of any property which purchase price is due more than six months after the date of placing such property in service or taking delivery and title thereto, except any such balance that constitutes an accrued expense or trade payable;

(6) Hedging Obligations, other than Hedging Obligations that are Incurred in the ordinary course of business for the purpose of fixing, hedging or swapping interest rate, commodity price or foreign currency exchange rate risk (or to reverse or amend any such agreements previously made for such purposes), and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder; or

(7) Disqualified Stock valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued dividends.

In addition, the term “Indebtedness” includes (x) for purposes of the covenants in the Indenture, any Obligations Incurred in connection with any accounts receivables financing, (y) all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person), provided that the amount of such Indebtedness shall be the lesser of (A) the Fair Market Value of such asset at such date of determination and (B) the amount of such Indebtedness, and (z) to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person. For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or

108

measured by, the Fair Market Value of such Disqualified Stock, such Fair Market Value shall be determined in good faith by the Board of Directors of the issuer of such Disqualified Stock.

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

(1) the accreted value thereof, in the case of any Indebtedness issued with original issue discount; and

(2) the principal amount thereof or, in the case of any accounts receivables financing, an equivalent amount, together with any interest or accounts receivable facility fees thereon that are more than 30 days past due, in the case of any other Indebtedness;

provided that Indebtedness shall not include:

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

(2) performance, surety or appeal bonds provided in the ordinary course of business, and letters of credit supporting any such bonds or provided to serve the purpose of any such bonds to the extent such letters of credit are not drawn upon or, if drawn upon, to the extent such drawing is reimbursed no later than the third Business Day following receipt by such Person of a demand for reimbursement;

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

(4) the TXI Advance;

(5) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence; or

(6) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business.

“Initial Guarantors” means all of the Domestic Subsidiaries of the Company.

“Investment Grade” means (1) BBB- or above, in the case of S&P (or its equivalent under any successor Rating Categories of S&P) and Baa3 or above, in the case of Moody’s (or its equivalent under any successor Rating Categories of Moody’s), or (2) the equivalent in respect of the Rating Categories of any Rating Agencies.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans or other extensions of credit (including Guarantees, but excluding advances to customers or suppliers in the ordinary course of business that are, in conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of the Company or its Restricted Subsidiaries and endorsements for collection or deposit arising in the ordinary course of business), advances (excluding commission, payroll, travel and similar advances to officers and employees that are expected at the time of such advances ultimately to be treated as expenses in accordance with GAAP), capital contributions, purchases or

109

other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP.

If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company, the Company shall be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Investments in such Restricted Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption “—Certain Covenants—Restricted Payments.”

The acquisition by the Company or any Restricted Subsidiary of the Company of a Person that holds an Investment in a third Person shall be deemed to be an Investment by the Company or such Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investment held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of the covenant described above under the caption “—Certain Covenants—Restricted Payments.”

“Issue Date” means July 6, 2005, the date of original issuance of the Notes under the Indenture.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Liquidated Damages” means all additional interest owing on the Notes pursuant to the Registration Rights Agreement.

“Make Whole Premium” means, with respect to a Note on any redemption date, the greater of (i) 1% of the principal of such Note or (ii) the excess of (A) the present value at such date of redemption of (1) the redemption price of such Note at July 15, 2009 (such redemption price being described under “—Optional Redemption) plus (2) all remaining required interest payments (exclusive of interest accrued and unpaid to the date of redemption) due on such Note through July 15, 2009, computed using semi-annual discounting and a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the then outstanding principal amount of such Note.

“Moody’s” means Moody’s Investors Service, Inc.

“Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

(1) any gain (or loss), together with any related provision for taxes on such gain (or loss), realized in connection with: (a) any sales of assets outside the ordinary course of business of the Company and its Restricted Subsidiaries; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries;

(2) any extraordinary gain (but not loss), together with any related provision for taxes on such extraordinary gain (but not loss); and

(3) solely for the purpose of calculating Consolidated Cash Flow, any extraordinary loss.

“Net Proceeds” means the aggregate cash proceeds, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not the interest component, thereof) received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of (1) the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking and

110

brokerage fees, and sales commissions, and any relocation expenses Incurred as a result thereof, (2) taxes paid or payable as a result thereof, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, (3) amounts required to be applied to the repayment of Indebtedness or other liabilities secured by a Lien on the asset or assets that were the subject of such Asset Sale or required to be paid as a result of such sale, (4) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP, (5) in the case of any Asset Sale by a Restricted Subsidiary of the Company, payments to holders of Equity Interests in such Restricted Subsidiary in such capacity (other than such Equity Interests held by the Company or any Restricted Subsidiary thereof) to the extent that such payment is required to permit the distribution of such proceeds in respect of the Equity Interests in such Restricted Subsidiary held by the Company or any Restricted Subsidiary thereof and (6) appropriate amounts to be provided by the Company or its Restricted Subsidiaries as a reserve against liabilities associated with such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as determined in accordance with GAAP; provided that (a) excess amounts set aside for payment of taxes pursuant to clause (2) above remaining after such taxes have been paid in full or the statute of limitations therefor has expired and (b) amounts initially held in reserve pursuant to clause (6) no longer so held, will, in the case of each of subclause (a) and (b), at the time become Net Proceeds.

“Note Guarantee” means a Guarantee of the Notes pursuant to the Indenture.

“Obligations” means any principal (or, in the case of any accounts receivable financing, an equivalent amount), interest, penalties, fees (including accounts receivable facility fees or discounts), indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“Officer” means, with respect to any Person, the chairman of the Board, the chief executive officer, the president, the chief operating officer, the chief financial officer, the treasurer, any assistant treasurer, the controller, the secretary or any vice-president of such Person.

“Officers’ Certificate” means a certificate signed on behalf of the Company by at least two Officers of the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of the Indenture.

“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee (who may be counsel to or an employee of the Company) that meets the requirements of the Indenture.

“Permitted Business” means any business conducted or proposed to be conducted (as described in the offering memorandum) by the Company and its Restricted Subsidiaries on the date of the Indenture and other businesses reasonably related or ancillary thereto.

“Permitted Investments” means:

(1) any Investment in the Company or in a Restricted Subsidiary of the Company that is a Guarantor;

(2) any Investment in Cash Equivalents;

(3) any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary of the Company and a Guarantor; or

(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company that is a Guarantor;

111

(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales”;

(5) Investments to the extent acquired in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company;

(6) Hedging Obligations that are Incurred in the ordinary course of business for the purpose of fixing, hedging or swapping interest rate, commodity price or foreign currency exchange rate risk (or to reverse or amend any such agreements previously made for such purposes), and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder;

(7) other Investments in any Person (other than a Person that controls the Company) having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (7) since the Issue Date, not to exceed 10% of the Tangible Assets of the Company and its Restricted Subsidiaries (determined as of the end of the most recent fiscal quarter of the Company), plus, to the extent that any Investment made pursuant to this clause (7) since the date of the Indenture is sold for cash or otherwise liquidated or repaid for cash, the lesser of (a) the cash return of capital with respect to such Investment (less the cost of disposition, if any) and (b) the initial amount of such Investment; provided that, at the time such Investment is made pursuant to this clause (7) and after giving pro forma effect thereto as if such Investment had been made at the beginning of the applicable four quarter period, the Company would have been permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”;

(8) loans and advances to directors, employees and officers of the Company and the Restricted Subsidiaries for bona fide business purposes and to purchase Equity Interests of the Company not in excess of $2.0 million at any one time outstanding;

(9) Investments in securities or other obligations received in settlement of debts arising in the ordinary course of business pursuant to any plan of reorganization or similar arrangement;

(10) stock, obligations or securities received in satisfaction of judgments or settlement of claims; and

(11) Investments in a Receivables Subsidiary in connection with any Qualified Receivables Transaction.

“Permitted Liens” means:

(1) Liens on the assets of the Company and any Guarantor securing Indebtedness (and all Obligations related thereto) Incurred under clause (1) of the “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant;

(2) Liens in favor of the Company or any Restricted Subsidiary that is a Guarantor;

(3) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Restricted Subsidiary of the Company or at the time such Person becomes a Restricted Subsidiary of the Company; provided that such Liens were in existence prior to the contemplation of such transaction and do not extend to any other assets of the Company or any Restricted Subsidiary (other than additions and accessions to such property of such Person);

112

(4) Liens on property existing at the time of acquisition thereof by the Company or any Restricted Subsidiary of the Company; provided that such Liens were in existence prior to the contemplation of such acquisition and do not extend to any property other than the property so acquired by the Company or the Restricted Subsidiary (and additions and accessions thereto);

(5) Liens existing on the date of the Indenture;

(6) Liens on cash or Cash Equivalents securing Hedging Obligations of the Company or any of its Restricted Subsidiaries that do not constitute Indebtedness or securing letters of credit that support such Hedging Obligations;

(7) Liens securing Permitted Refinancing Indebtedness (and all Obligations related thereto); provided, that such Liens do not extend to or cover any property or assets other than the property or assets that secure the Indebtedness being refinanced (and additions and accessions to such property or assets);

(8) Liens for taxes, assessments and governmental charges not yet delinquent or being contested in good faith and for which adequate reserves have been established to the extent required by GAAP;

(9) carriers, warehousemen’s, mechanics’, worker’s, materialmen’s, operators’, landlords’ or similar Liens arising in the ordinary course of business;

(10) Liens Incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other social security obligations;

(11) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of Indebtedness), leases, or other similar obligations arising in the ordinary course of business;

(12) survey exceptions, encumbrances, easements or reservations of, or rights of others for, rights of way, zoning or other restrictions as to the use of properties, and defects in title which, in the case of any of the foregoing, were not Incurred or created to secure the payment of Indebtedness, and which in the aggregate do not materially adversely affect the value of such properties or materially impair the use for the purposes of which such properties are held by the Company or any Restricted Subsidiaries;

(13) judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;

(14) Liens, deposits or pledges to secure public or statutory obligations, surety, stay, appeal, indemnity, performance or other similar bonds or obligations; and Liens, deposits or pledges in lieu of such bonds or obligations, or to secure such bonds or obligations, or to secure letters of credit in lieu of or supporting the payment of such bonds or obligations;

(15) Liens on property or assets used to defease Indebtedness that was not Incurred in violation of the Indenture;

(16) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of the Company or any Subsidiary on deposit with or in possession of such bank;

(17) purchase money Liens granted in connection with the acquisition of assets in the ordinary course of business, provided, that (A) such Liens attach only to the property so acquired with the purchase money indebtedness secured thereby (and to additions and accessions thereto) and (B) the principal amount of the Indebtedness secured by such Liens does not exceed 100% of the purchase price of such assets;

113

(18) any interest or title of a lessor in the property subject to any lease; and

(19) Liens (not otherwise permitted hereunder) with respect to obligations that do not exceed $15.0 million at any one time outstanding.

“Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest thereon and the amount of any reasonably determined premium necessary to accomplish such refinancing and such reasonable expenses Incurred in connection therewith);

(2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

(3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes or the Note Guarantees, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the Notes on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

(4) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is pari passu in right of payment with the Notes or any Note Guarantees, such Permitted Refinancing Indebtedness is pari passu with, or subordinated in right of payment to, the Notes or such Note Guarantees; and

(5) such Indebtedness is Incurred either by the Company or by the Restricted Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Preferred Stock” means, with respect to any Person, any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions upon liquidation.

“Qualified Receivables Transaction” means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or such Restricted Subsidiary may sell, convey or otherwise transfer to a Receivables Subsidiary accounts receivable (whether now existing or arising in the future) and any assets related thereto, including without limitation, all collateral securing such accounts receivable, all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and all other assets that are customarily transferred, or in respect of which security interests are customarily granted, in connection with an asset securitization transaction involving accounts receivable and pursuant to which such Receivables Subsidiary may sell, convey or otherwise transfer interests in such accounts receivable and related assets to any Person other than an Affiliate of the Company; provided that:

(1) no portion of the Indebtedness or any other obligations (contingent or otherwise) of a Receivables Subsidiary:

(a) is guaranteed by the Company or any Restricted Subsidiary of the Company (excluding guarantees of obligations pursuant to Standard Securitization Undertakings),

114

(b) is recourse to or obligates the Company or any Restricted Subsidiary of the Company in any way other than pursuant to Standard Securitization Undertakings, or

(c) subjects any property or asset of the Company or any Restricted Subsidiary of the Company, directly or indirectly, contingently or otherwise, to the satisfaction of obligations Incurred in such transactions, other than pursuant to Standard Securitization Undertakings;

(2) neither the Company nor any Restricted Subsidiary of the Company has any material contract, agreement, arrangement or understanding with a Receivables Subsidiary other than on terms no less favorable to the Company or any Restricted Subsidiary of the Company than those that might be obtained at the time from Persons that are not Affiliates of the Company, other than fees payable in the ordinary course of business in connection with servicing accounts receivable; provided that all of the agreements, arrangements and understandings entered into by the Company or any Restricted Subsidiary with a Receivables Subsidiary in connection with any transaction or series of transactions shall be considered as a whole for purposes of determining compliance with this clause (2); and

(3) neither the Company nor any Restricted Subsidiary of the Company (other than such Receivables Subsidiary) has any obligation to maintain or preserve the financial condition of a Receivables Subsidiary or cause such entity to achieve certain levels of operating results.

“Rating Agencies” means (1) S&P and Moody’s or (2) if S&P or Moody’s or both of them are not making ratings publicly available, a nationally recognized U.S. rating agency or agencies, as the case may be, selected by the Company, which will be substituted for S&P or Moody’s or both, as the case may be.

“Rating Category” means (1) with respect to S&P, any of the following categories (any of which may include a “+” or “–”): AAA, AA, A, BBB, BB, B, CCC, CC, C and D (or equivalent successor categories), (2) with respect to Moody’s, any of the following categories: Aaa, Aa, A, Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories), and (3) the equivalent of any such categories of S&P or Moody’s used by another Rating Agency, if applicable.

“Receivables Subsidiary” means any special purpose wholly owned subsidiary of the Company created in connection with the transactions contemplated by a Qualified Receivables Transaction, which Subsidiary engages in no activities other than those incidental to such Qualified Receivables Transaction and which is designated as a Receivables Subsidiary by the Company’s Board of Directors. Any such designation by the Board of Directors shall be evidenced by filing with the Trustee a Board Resolution giving effect to such designation and an Officers’ Certificate certifying, to the best of such officers’ knowledge and belief after consulting with counsel, such designation, and the transactions in which the Receivables Subsidiary will engage, comply with the requirements of the definition of Qualified Receivables Transaction. For purposes of the definition of “Unrestricted Subsidiary,” the making of Standard Securitization Undertakings by the Company or any of its Restricted Subsidiaries shall not be deemed inconsistent with qualifying as an Unrestricted Subsidiary.

“Registration Rights Agreement” means (1) with respect to the Notes issued on the Issue Date, the Registration Rights Agreement, dated the Issue Date, among the Company, the Initial Guarantors, Banc of America Securities LLC and UBS Securities LLC and (2) with respect to any Additional Notes, any registration rights agreement between the Company and the other parties thereto relating to the registration by the Company of such Additional Notes under the Securities Act.

“Replacement Assets” means (1) non-current tangible assets or capital expenditures that will be used or useful in a Permitted Business or (2) substantially all the assets of a Permitted Business or a majority of the Voting Stock of any Person engaged in a Permitted Business that will become on the date of acquisition thereof a Restricted Subsidiary.

“Restricted Investment” means an Investment other than a Permitted Investment.

115

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

“S&P” means Standard & Poor’s, a division of The McGraw Hill Companies.

“sale and leaseback transaction” means, with respect to any Person, any transaction involving any of the assets or properties of such Person whether now owned or hereafter acquired, whereby such Person sells or transfers such assets or properties and then or thereafter leases such assets or properties or any part thereof or any other assets or properties which such Person intends to use for substantially the same purpose or purposes as the assets or properties sold or transferred.

“Significant Subsidiary” means any Subsidiary that would constitute a “significant subsidiary” within the meaning of Article 1 of Regulation S-X of the Securities Act.

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Company or any Restricted Subsidiary of the Company which, in the good faith judgment of the Board of Directors of the Company, are reasonably customary in accounts receivable transactions.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subsidiary” means, with respect to any specified Person:

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof).

“Tangible Assets” means the total amount of assets of the Company and its Restricted Subsidiaries (less applicable depreciation, depletion, amortization and other valuation reserves), except to the extent resulting from write ups of capital assets (excluding write ups in connection with accounting for acquisitions in conformity with GAAP), after deducting therefrom all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, all as set forth on the most recent available quarterly or annual consolidated balance sheet of the Company and its Restricted Subsidiaries, prepared in conformity with GAAP.

“Transactions” means (1) transfer to the Company of TXI’s subsidiaries engaged in the steel business and certain related assets, and the Company’s assumption of the liabilities arising out of the steel business or the transferred assets, (2) the sale of the Notes by the Company, (3) the sale of TXI’s senior notes, (4) TXI’s tender offer for, or other repurchase or prepayment of, its 10.25% senior notes due 2011, (5) the Company’s payment to TXI of (i) a dividend of approximately $341 million, and (ii) a dividend of Capital Stock other than Disqualified Stock, (6) the entering into of the senior secured credit agreement by TXI, (7) the entering into of the Credit Agreement by the Company, (8) the registration and distribution of the common stock of Company to TXI’s shareholders and (9) the entering into of (i) the separation and distribution agreement and (ii) the tax sharing and indemnification agreement, each as contemplated by, and as further described in, this prospectus.

“Treasury Rate” means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available at least two Business Days prior to the date fixed for prepayment (or, if

116

such Statistical Release is no longer published, any publicly available source for similar market data)) most nearly equal to the then remaining term of the Notes to July 15, 2009, provided, however, that if the then remaining term to July 15, 2009 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the then remaining term of the Notes to July 15, 2009 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

“TXI Advance” means the intercompany payable in the amount of approximately $502.5 million owed by the Company to TXI, which TXI contributed to the capital of the Company on the Issue Date.

“Unrestricted Subsidiary” means any Subsidiary of the Company that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a Board Resolution in compliance with the covenant described under the caption “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries,” and any Subsidiary of such Subsidiary.

“Unsubordinated Indebtedness” of a Person means any Indebtedness of such Person, unless such Indebtedness is contractually subordinate or junior in right of payment of principal, premium or interest to any other Indebtedness of such Person.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is ordinarily entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such Indebtedness.

117

CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of material United States federal income and to a limited extent as set forth under “—Consequences to Non-U.S. Holders,” estate tax consequences relating to a holder’s purchase, ownership and disposition of the exchange notes, but does not purport to be a complete analysis of all the potential tax considerations relating thereto. This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended, or the Code, and regulations, rulings and judicial decisions as of the date hereof. These authorities may be changed, possibly retroactively, so as to result in United States federal income and estate tax consequences different from those set forth below. We have not sought any ruling from the Internal Revenue Service, or the IRS, or an opinion of counsel with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with such statements and conclusions.

This summary assumes that the exchange notes are held as capital assets (generally, property held for investment) and holders are investors in the notes who purchased the outstanding notes for cash upon their original issue at their initial offering price. This summary does not address the tax considerations arising under the laws of any foreign, state or local jurisdiction. In addition, this discussion does not address tax considerations applicable to a holder’s particular circumstances or to holders that may be subject to special tax rules, including, without limitation:

• holders subject to the alternative minimum tax;

• banks;

• tax-exempt organizations;

• insurance companies;

• dealers in securities or commodities;

• traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;

• financial institutions;

• holders whose “functional currency” is not the United States dollar;

• U.S. expatriates;

• persons that will hold the notes as a position in a “straddle” or as part of a “hedging” or “conversion” transaction or other risk reduction transaction; or

• persons deemed to sell the notes under the constructive sale provisions of the Code.

If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) holds exchange notes, the tax treatment of a partner in the partnership (or other such entity) will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our exchange notes, you should consult your tax advisor.

THIS SUMMARY OF MATERIAL UNITED STATES FEDERAL TAX CONSEQUENCES IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. YOU ARE URGED TO CONSULT YOUR TAX ADVISOR WITH RESPECT TO THE APPLICATION OF UNITED STATES FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR SITUATION AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE UNITED STATES FEDERAL ESTATE OR GIFT TAX RULES OR UNDER THE LAWS OF ANY STATE, LOCAL, FOREIGN OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

118

Consequences to U.S. Holders

The following is a summary of the material U.S. federal income tax consequences that will apply to you if you are a U.S. holder of the exchange notes. Certain consequences to “non-U.S. holders” of the exchange notes are described under “Consequences to Non-U.S. Holders” below. “U.S. holder” means a beneficial owner of an exchange note for U.S. federal income tax purposes that is:

• a citizen or resident of the United States;

• a corporation (or an entity that is treated as a corporation for United States federal tax purposes) created or organized in or under the laws of the United States or of any state of the United States or the District of Columbia;

• an estate the income of which is subject to United States federal income taxation regardless of its source; or

• a trust that (1) is subject to the supervision of a court within the United States and that has one or more United States persons with authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable Treasury regulations to be treated as a United States person.

Stated interest on the exchange notes will generally be taxable to you as ordinary income at the time it is paid or accrued in accordance with your method of accounting for tax purposes.

We intend to take the position for United States federal income tax purposes that any payments of liquidated damages, as described above under “Description of Notes—Registration Rights; Liquidated Damages” should be taxable to you as additional interest income when received or accrued, in accordance with your method of accounting for tax purposes. This position is based in part on the assumption that as of the date of issuance of the exchange notes, the possibility that liquidated damages will have to be paid is a “remote” or “incidental” contingency within the meaning of applicable Treasury regulations. Our determination that such possibility is a remote or incidental contingency is binding on you, unless you explicitly disclose that you are taking a different position to the IRS on your tax return for the year during which you acquire the exchange notes. However, the IRS may treat such payments as other than interest, which could affect the timing and character of both your income from the exchange notes and our deduction with respect to the payments of liquidated damages.

Except as described immediately below under “Exchange Offer,” you will generally recognize gain or loss upon the sale, exchange or other disposition of an exchange note equal to the difference between the amount realized upon the sale, exchange or other disposition (less an amount attributable to any accrued stated interest not previously included in income, which will be taxable as interest income) and your adjusted tax basis in the exchange note. Your adjusted tax basis in an exchange note will generally equal the amount you paid for the exchange note, decreased by any repayments of principal received on the exchange note and increased by the amount of accrued unpaid interest that you have already included in gross income. Any gain or loss recognized on a disposition of the exchange note will be capital gain or loss. If you are an individual and have held the exchange note for more than one year, such capital gain will generally be subject to tax at current rates at a maximum rate of 15%. Your ability to deduct capital losses may be limited.

We are offering to exchange the exchange notes for the outstanding notes. The exchange notes will not differ materially in kind or extent from the outstanding notes and, as a result, your exchange of outstanding notes for exchange notes should not constitute a taxable disposition of the outstanding notes for United States federal income tax purposes. As a result, you should not recognize taxable income, gain or loss on such exchange, your holding period for the exchange notes should generally include the holding period for the outstanding notes so exchanged, and your adjusted tax basis in the exchange notes should generally be the same as your adjusted tax basis in the outstanding notes so exchanged.

119

Consequences to Non-U.S. Holders

The following is a summary of the material U.S. federal tax consequences that will apply to you if you are a non-U.S. holder of exchange notes. The term “non-U.S. holder” means a beneficial owner of a note that is not a U.S. holder.

Special rules may apply to certain non-U.S. holders such as “controlled foreign corporations,” “passive foreign investment companies” or corporations that accumulate earnings to avoid U.S. federal income tax. Such entities should consult their own tax advisors to determine the United States federal, state, local and other tax consequences that may be relevant to them.

The payment to you of interest on a note generally will not be subject to a 30% United States federal withholding tax provided that:

• interest paid on the notes is not effectively connected with your conduct of a trade or business in the United States;

• you do not actually or constructively own 10% or more of the total combined voting power of all classes of our voting stock within the meaning of the Code and applicable Treasury regulations;

• you are not a controlled foreign corporation that is related to us through stock ownership as provided in the Code and applicable Treasury regulations;

• you are not a bank whose receipt of interest on the exchange notes is in connection with an extension of credit made pursuant to a loan agreement entered into in the ordinary course of your trade or business; and

• (1) you provide your name and address on an IRS Form W-8BEN and you certify under penalty of perjury that you are not a United States person; or (2) you hold your exchange notes through a bank, brokerage house, other financial institution, or certain other intermediaries, and you and the intermediary each comply with the IRS certification requirements of applicable U.S. Treasury regulations. Special rules apply to non-U.S. holders that are pass-through entities rather than corporations or individuals.

If you cannot satisfy the requirements described in the immediately preceding paragraph, payments of interest made to you will be subject to a 30% United States federal withholding tax unless you provide us with a properly executed:

• IRS Form W-8BEN claiming an exemption from, or reduction in the rate of, withholding under the benefit of an applicable income tax treaty; or

• IRS Form W-8ECI stating that the interest paid on the exchange note is not subject to withholding tax because it is effectively connected with your conduct of a trade or business in the United States.

In addition, you may, under certain circumstances, be required to provide a United States taxpayer identification number, or TIN.

If you are engaged in a trade or business in the United States and interest on the note is effectively connected with the conduct of that trade or business and, if an applicable tax treaty applies, is attributable to a permanent establishment, you will be subject to United States federal income tax on such interest in the same manner as if you were a U.S. holder, unless you can claim an exemption under the benefit of an applicable income tax treaty. In addition, if you are a foreign corporation, you may be subject to a branch profits tax equal to 30% (or lower applicable treaty rate) of your earnings and profits for the taxable year, subject to certain adjustments, that are effectively connected with your conduct of a trade or business in the United States including earnings from the notes.

120

In the event any liquidated damages we are required to pay pursuant to a failure to comply with our obligations under the registration rights agreement is treated as interest, the tax treatment of such payments should be the same as other interest payments received by you. However, the IRS may treat such payments as other than interest, in which case they would be subject to United States federal tax withholding at a rate of 30%, unless you qualify for a reduced rate of tax or an exemption under a tax treaty.

Generally, you will not be subject to United States federal income tax with respect to gain realized on the sale, exchange, redemption or other disposition of an exchange note unless:

• the gain is effectively connected with the conduct by you of a trade or business in the United States; or

• in the case of a non-U.S. holder who is a nonresident alien individual, such individual is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met.

Notwithstanding these two bullet points, you will not be subject to United States federal income tax if a treaty exemption applies and the appropriate documentation is provided.

The United States federal estate tax will not apply to the exchange notes owned by you at the time of your death, provided that (1) you do not own actually or constructively 10% or more of the total combined voting power of all classes of our voting stock (within the meaning of the Code and the Treasury regulations) and (2) interest on the exchange note would not have been, if received at the time of your death, effectively connected with your conduct of a trade or business in the United States.

Information Reporting and Backup Withholding

U.S. holders, unless otherwise exempt as noted below, will be subject to information reporting with respect to payments of principal, interest and the gross proceeds from the sale, exchange, redemption or other disposition of an exchange note. Backup withholding, currently at a rate equal to 28%, may apply to payments of interest and to the gross proceeds from the sale, exchange, redemption or other disposition of an exchange note if the U.S. holder:

• fails to furnish its TIN on an IRS Form W-9 within a reasonable time after we request this information;

• furnishes an incorrect TIN;

• is informed by the IRS that it failed to report properly any interest or dividends; or

• fails, under certain circumstances, to provide a certified statement signed under penalty of perjury that the TIN provided is its correct number and that it is not subject to backup withholding.

Certain persons are exempt from information reporting and backup withholding, including corporations. Holders of the exchange notes should consult their tax advisors as to their qualification for exemption and the procedure for obtaining such exemption.

Non-U.S. holders generally will not be subject to backup withholding with respect to payments of interest on the exchange notes if we do not have actual knowledge or reason to know that the non-U.S. holder is a United States person and such holder provides the requisite certification on IRS Form W-8BEN or otherwise establishes an exemption from backup withholding. Payments of interest, however, would generally be subject to reporting requirements.

Payments of the gross proceeds from the sale, exchange, redemption or other disposition of an exchange note effected by or through a United States office of a broker generally will be subject to backup withholding at a rate of 28% and information reporting unless the non-U.S. holder certifies as to its non-U.S. status on IRS Form W-8BEN or otherwise establishes an exemption. Generally, information reporting and backup withholding will not

121

apply to a payment of disposition proceeds where the sale is effected outside the United States through a non-U.S. office of a non-U.S. broker and payment is not received in the United States.

However, information reporting will generally apply to a payment of disposition proceeds where the sale is effected outside the United States by or through an office outside the United States of a broker that fails to maintain documentary evidence that the holder is a non-U.S. holder or that the holder otherwise is entitled to an exemption, and the broker is:

• a United States person;

• a foreign person that derives 50% or more of its gross income for defined periods from the conduct of a trade or business in the United States;

• a controlled foreign corporation for United States federal income tax purposes; or

• a foreign partnership (1) more than 50% of the capital or profits interest of which is owned by United States persons or (2) that is engaged in a United States trade or business.

Backup withholding is not an additional tax. The amount of any backup withholding imposed on a payment to a holder of the exchange notes will be allowed as a refund or a credit against that holder’s U.S. federal income tax liability if the required information is timely furnished to the IRS.

PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account in the exchange offer must acknowledge that it will deliver a prospectus together with any resale of those exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in the resales of exchange notes received in exchange for outstanding notes where those outstanding notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date of the exchange offer, we will make this prospectus, as it may be amended or supplemented from time to time, available to any broker-dealer for use in connection with any such resale. In addition, until                      , 200_, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

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

For a period of 180 days after the expiration date of the exchange offer, we will promptly send additional copies of this prospectus, as it may be amended or supplemented from time to time, to any broker-dealer that requests it in the letter of transmittal. We have agreed to pay all expenses incident to our performance of, or compliance with, the registration rights agreement and will indemnify the holders of outstanding notes and exchange notes, including any broker-dealers, and persons who control such holders, against certain types of liabilities, including liabilities under the Securities Act.

122

LEGAL MATTERS

The validity of the exchange notes will be passed upon for us by Fulbright & Jaworski L.L.P., Dallas, Texas. Certain legal matters relating to the spin-off were passed upon for us by Thompson & Knight LLP, Dallas, Texas.

INDEPENDENT ACCOUNTANTS

Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements May 31, 2005 and 2004, and for each of the three years in the period ended May 31, 2005, as set forth in their report. We have included our financial statements in this prospectus in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We are required to file annual, quarterly and special reports and other information with the SEC. You can read and copy any materials we file with the SEC at its Public Reference Room at Room 1580, 100 F Street, N.E., Washington, D.C. 20549. You can obtain information about the operation of the SEC’s Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a web site that contains information we file electronically with the SEC, which you can access over the Internet at http://www.sec.gov. You may request a copy of our filings at no cost, by writing or telephoning us at the following address:

Chaparral Steel Company

300 Ward Road

Midlothian, Texas 76065

Attn: Cary D. Baetz, Vice President and Treasurer

Telephone: (972) 779-1035

123

INDEX TO FINANCIAL STATEMENTS

Financial Statements and Schedules
Report of Registered Independent Public Accounting Firm	F-2
Consolidated Balance Sheets as of May 31, 2005 and May 31, 2004	F-3
Consolidated Statements of Operations for the Years Ended May 31, 2005, May 31, 2004 and May 31, 2003	F-4
Consolidated Statements of Cash Flows for the Years Ended May 31, 2005, May 31, 2004 and May 31, 2003	F-5
Consolidated Statements of Stockholders’ Equity for the Years Ended May 31, 2005, May 31, 2004, May 31, 2003, May 31, 2002 and May 31, 2001	F-6
Notes to Consolidated Financial Statements	F-7

Financial statement schedules have been omitted because they are not applicable or the information required therein is included elsewhere in the financial statements or notes thereto.

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Chaparral Steel Company

We have audited the accompanying consolidated balance sheets of Chaparral Steel Company and subsidiaries (the Company) as of May 31, 2005 and 2004, and the related consolidated statements of operations, stockholder’s equity, and cash flows for each of the three years in the period ended May 31, 2005. These financial statements are the responsibility of the Company’s management. 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. An audit includes 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 Chaparral Steel Company and subsidiaries at May 31, 2005 and 2004, and the consolidated results of their operations and their cash flows for each of the three years in the period ended May 31, 2005, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Dallas, Texas

August 10, 2005

F-2

CHAPARRAL STEEL COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

	May 31,
	2005		2004
Assets
Current assets:
Cash	$	9,287	$	8,575
Accounts receivable – net		127,383		103,172
Inventories		246,223		177,159
Receivable from affiliates		40,734		—
Prepaid expenses		11,097		6,807
Total current assets		434,724		295,713
Other assets:
Goodwill		85,166		85,166
Investments and deferred charges		5,099		4,583
		90,265		89,749
Property, plant and equipment:
Land and land improvements		93,937		93,012
Buildings		54,954		55,229
Machinery and equipment		1,025,475		1,046,035
Construction in process		28,074		17,502
		1,202,440		1,211,778
Less depreciation		575,187		561,315
		627,253		650,463
	$	1,152,242	$	1,035,925
Liabilities and Stockholders’ Equity
Current liabilities:
Trade accounts payable	$	88,980	$	55,060
Payable to affiliates		—		35,492
Accrued wages, taxes and other liabilities		20,933		20,638
Total current liabilities		109,913		111,190
Deferred income taxes and other credits		147,563		110,688
Long-term payable to TXI		543,246		543,246
Stockholders’ equity:
Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued		—		—
Common stock, $0.01 par value; 100,000,000 shares authorized, 22,803,867 shares issued and outstanding at May 31, 2005		228		—
Additional paid-in capital		206,818		204,447
Retained earnings		144,474		66,354
		351,520		270,801
	$	1,152,242	$	1,035,925

See notes to consolidated financial statements.

F-3

CHAPARRAL STEEL COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

	Year Ended May 31,
	2005			2004			2003
Net sales	$	1,116,376		$	905,324		$	645,991
Costs and expenses (income):
Cost of products sold		925,766			842,228			673,597
Selling, general and administrative		28,730			30,173			23,913
Interest		47,275			49,597			51,027
Other income, net		(5,605	)		(7,677	)		(1,967	)
		996,166			914,321			746,570
Income (loss) before income taxes and accounting change		120,210			(8,997	)		(100,579	)
Income taxes (benefit)		42,090			(3,199	)		(36,517	)
Income (loss) before accounting change		78,120			(5,798	)		(64,062	)
Cumulative effect of accounting change – net of income taxes		—			480			—
Net income (loss)	$	78,120		$	(5,318	)	$	(64,062	)
Basic and diluted earnings (loss) per share:
Income (loss) before accounting change	$	3.43		$	(.25	)	$	(2.81	)
Cumulative effect of accounting change		—			.02			—
Net income (loss)	$	3.43		$	(.23	)	$	(2.81	)
Average shares outstanding:
Basic and diluted		22,804			22,804			22,804

See notes to consolidated financial statements.

F-4

CHAPARRAL STEEL COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Year Ended May 31,
	2005			2004			2003
Operating activities:
Net income (loss)	$	78,120		$	(5,318	)	$	(64,062	)
Adjustments to reconcile net income to net cash
Cumulative effect of accounting change		—			(480	)		—
Depreciation		48,881			49,599			47,785
Deferred income taxes (benefit)		33,572			13,865			(19,682	)
Other – net		3,397			345			1,521
Changes in operating assets and liabilities
Accounts receivable		(24,211	)		(101,187	)		1,647
Inventories		(69,063	)		2,766			7,343
Prepaid expenses		(4,290	)		8,138			(6,053	)
Accounts payable		33,920			1,252			(3,591	)
Accrued wages, taxes and other		3,548			4,108			(956	)
Other credits		40			1,352			816
Receivable from or payable to affiliates		(76,227	)		44,875			63,359
Net cash provided by operating activities		27,687			19,315			28,127
Investing activities:
Capital expenditures		(26,581	)		(13,875	)		(22,331	)
Other – net		(395	)		(193	)		(852	)
Net cash used by investing activities		(26,976	)		(14,068	)		(23,183	)
Financing activities:
Debt retirements		—			—			(1,616	)
Issuance of common stock to TXI		1			—			—
Net cash provided (used) by financing activities		1			—			(1,616	)
Increase in cash		712			5,247			3,328
Cash at beginning of period		8,575			3,328			—
Cash at end of period	$	9,287		$	8,575		$	3,328

See notes to consolidated financial statements.

F-5

CHAPARRAL STEEL COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

	Preferred Stock		Common Stock		Additional Paid-in Capital			Retained Earnings			Total Stockholders’ Equity
May 31, 2001	$	—	$	—	$	200,244		$	148,968		$	349,212
Net loss		—		—		—			(13,234	)		(13,234	)
Tax benefit from exercise of stock options		—		—		44			—			44
Contributions by TXI		—		—		4,129			—			4,129
May 31, 2002		—		—		204,417			135,734			340,151
Net loss		—		—		—			(64,062	)		(64,062	)
Tax benefit from exercise of stock options		—		—		29			—			29
May 31, 2003		—		—		204,446			71,672			276,118
Net loss		—		—		—			(5,318	)		(5,318	)
Tax benefit from exercise of stock options		—		—		1			—			1
May 31, 2004		—		—		204,447			66,354			270,801
Net income		—		—		—			78,120			78,120
Tax benefit from exercise of stock options		—		—		2,598			—			2,598
Issuance of common stock to TXI		—		228		(227	)		—			1
May 31, 2005	$	—	$	228	$	206,818		$	144,474		$	351,520

See notes to consolidated financial statements.

F-6

CHAPARRAL STEEL COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Description of Business and Basis of Presentation

On December 15, 2004, Texas Industries, Inc. (“TXI”) announced a plan to spin-off its steel business to TXI stockholders. On July 29, 2005, the spin-off was completed in the form of a pro-rata, tax-free dividend to TXI stockholder’s of one share of Chaparral Steel Company (the “Company”) common stock for each share of TXI stock owned on July 20, 2005. See Note 12 “Spin-off from TXI.”

The Company is a leading supplier of structural steel and steel bar products through a single business segment. The Company produces and sells structural steel, piling products, special bar quality products, merchant bar quality rounds, reinforcing bar and channels from facilities located in Texas and Virginia. Structural steel products include wide flange beams, channels, piling products and other shapes. Steel bar products include specialty bar products and, to a lesser extent, reinforcing bar. The Company sells to steel service centers and steel fabricators for use in the construction industry, as well as to cold finishers, forgers and original equipment manufacturers for use in the railroad, defense, automotive, manufactured housing and energy industries. The Company’s products are marketed throughout the United States, Canada and Mexico, and to a limited extent in Europe. All of the Company’s long-lived assets are located in the United States.

The accompanying financial statements include all costs of TXI’s steel business. For all periods presented, these costs include the allocation of certain corporate expenses from TXI. TXI’s corporate expenses have been allocated to the Company based on either the percentage of time employees incurred performing services for the Company or specifically identified costs incurred by TXI for the Company. Management believes that the allocations were made on a reasonable basis. However, the consolidated financial statements may not necessarily reflect the financial position, results of operations and cash flows of the Company in the future, nor is it practical for management to estimate what the financial position, results of operations or cash flows would have been if the Company had been an independent, public company for the historical periods presented. See Note 11 for additional information.

2. Summary of Significant Accounting Policies

Principles of Consolidation. The consolidated financial statements include the accounts of Chaparral Steel Company and all subsidiaries.

Estimates. The preparation of financial statements and accompanying notes in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ from those estimates.

Fair Value of Financial Instruments. The estimated fair value of each class of financial instruments as of May 31, 2005, May 31, 2004 and May 31, 2003 approximates carrying value.

Cash. Cash represents amounts on deposit with banking institutions. TXI utilized a centralized cash management program for all of its subsidiaries through which the Company received advances from, or made transfers to, TXI dependent on its cash requirements.

Receivables. Management evaluates the ability to collect accounts receivable based on a combination of factors. A reserve for doubtful accounts is maintained based on historical default rates and current economic trends. The reserve is increased if a specific customer’s potential inability to make required payments is anticipated.

Environmental Liabilities. The Company is subject to environmental laws and regulations established by federal, state and local authorities and makes provision for the estimated costs related to compliance when it is probable that a reasonably estimable liability has been incurred.

F-7

Legal Contingencies. The Company and its subsidiaries are defendants in lawsuits which arose in the normal course of business, and make provision for the estimated loss from any claim or legal proceeding when it is probable that a reasonably estimable liability has been incurred.

Long-lived Assets. Management reviews long-lived assets for impairment whenever changes in circumstances indicate that the carrying amount of the assets may not be recoverable and would record an impairment charge if necessary. Such evaluations compare the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset and are significantly impacted by estimates of future prices for the Company’s products, capital needs, economic trends and other factors. All of the Company’s long-lived assets are located in the United States.

Property, plant and equipment is recorded at cost. Provisions for depreciation are computed generally using the straight-line method. The Company assigns each fixed asset a useful life generally ranging from 5 to 7 years for mobile and other equipment, 10 to 20 years for machinery and equipment and 20 to 40 years for buildings and land improvements. Maintenance and repairs are charged to expense as incurred. Costs incurred for scheduled shut-downs to refurbish the facilities are amortized over the benefited period, typically 12 months. Such deferred amounts are included in prepaid expenses on the consolidated balance sheets and amounted to $7.9 million at May 31, 2005 and $3.0 million at May 31, 2004.

Goodwill. Management tests goodwill for impairment at least annually. If the carrying amount of the goodwill exceeds its fair value, an impairment loss is recognized. In applying a fair-value-based test, estimates are made of the expected future cash flows to be derived from the applicable reporting unit. Similar to the review for impairment of other long-lived assets, the resulting fair value determination is significantly impacted by estimates of future prices for the Company’s products, capital needs, economic trends and other factors. At May 31, 2005 and 2004, the fair value of the Company’s goodwill on the balance sheet exceeded its carrying value.

Other Credits. Other credits of $7.4 million at May 31, 2005 and May 31, 2004 are composed primarily of liabilities related to the Company’s retirement plans, asset retirement obligations and deferred compensation agreements.

Asset Retirement Obligations. Effective June 1, 2003, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 143, “Accounting for Asset Retirement Obligations,” which applies to legal obligations associated with the retirement of long-lived assets.

SFAS No. 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset and this additional carrying amount is depreciated over the life of the asset. The liability is accreted at the end of each period through a charge to operating expense. If the obligation is settled for other than the carrying amount of the liability, the Company will recognize a gain or loss on settlement.

The Company incurs legal obligations for asset retirement as part of its normal operations related to the Resource Conservation and Recovery Act closures. Prior to the adoption of SFAS No. 143, the Company generally accrued for land reclamation obligations as incurred. Determining the amount of any asset retirement liability requires estimating the future cost of contracting with third parties to perform the obligation. The estimate is significantly impacted by, among other considerations, management’s assumptions regarding the scope of the work required, labor costs, inflation rates, market-risk premiums and closure dates. The initial application of the new rules resulted in a pretax cumulative credit of $0.7 million.

F-8

Changes in asset retirement obligations for the year ended May 31, 2005 and May 31, 2004 are as follows (in thousands):

	May 31, 2005			May 31, 2004
Balance at beginning of period	$	537		$	485
Accretion expense		60			55
Settlements		(31	)		(55	)
Revisions		—			52
Balance at end of period	$	566		$	537

The pro forma effect of assuming that the adoption of SFAS No. 143 was applied retroactively was not material to net income (loss) for 2003.

Net Sales. The Company recognizes revenue when the goods are shipped and title and risk of loss transfer to the customer (FOB shipping point). The Company includes delivery fees in the amount it bills customers to the extent needed to recover the Company’s cost of freight and delivery. The following table summarizes our net sales by product line. Other products revenue is generated from the Company’s metals separation operation.

	Year Ended May 31,
	2005		2004		2003
			(in thousands)
Net sales
Structural mills	$	790,789	$	643,043	$	460,227
Bar mill		238,934		177,967		116,231
Other products		32,254		27,076		18,921
Delivery fees		54,399		57,238		50,612
	$	1,116,376	$	905,324	$	645,991

Sales to customers located outside of the United States represented 12.7%, 11.7% and 6.0% of our net sales in 2005, 2004, 2003, respectively. These customers were primarily located in Canada and Mexico, with no individual country accounting for more than 10% of our net sales in any of the periods presented.

Other Income. Other income includes none in 2005, $4.2 million in 2004 and $0.5 million in 2003 resulting from the Company’s litigation against certain graphite electrode suppliers.

Income Taxes. The Company uses the liability method of recognizing and classifying deferred income taxes. The Company is included in the consolidated income tax returns of TXI. However, the provision (benefit) for income taxes for the periods presented has been determined as if the Company had filed separate tax returns. The Company provides valuation allowances to reduce deferred tax assets to amounts that will more likely than not be realized.

Earnings (loss) per share. Earnings (loss) per share information for all periods presented has been computed based on the number of shares of the Company’s common stock issued to TXI as of July 29, 2005. See Note 12, “Spin-off from TXI.”

F-9

Stock-based Compensation. The Company’s employees participate in TXI’s stock compensation plans. The plans provide for the granting of incentive and non-qualified stock options, restricted stock and other stock-based incentive awards for officers and key employees.

The Company accounts for employee stock options using the intrinsic value method of accounting prescribed by APB Opinion (“APB”) No. 25, “Accounting for Stock Issued to Employees,” as allowed by SFAS No. 123, “Accounting for Stock-Based Compensation.” Generally, no expense is recognized related to the Company’s stock options because each option’s exercise price is set at the stock’s fair market value on the date the option is granted.

In accordance with SFAS No. 123, the Company discloses the compensation cost based on the estimated fair value at the date of grant recognizing compensation expense ratably over the vesting period. For those plan participants of the Company, the fair value of each option grant was estimated on the date of grant for purposes of the pro forma disclosures using the Black-Scholes option-pricing model and assumptions applicable to TXI’s common stock. In 2005, the weighted-average fair value of options granted to the Company’s employees was $23.86 based on weighted average assumptions for dividend yield of .50%, volatility factor of .345, risk-free interest rate of 3.89% and expected life in years of 6.4. Options granted to Company employees were 73,000 in 2005. No options were granted to the Company’s employees in 2004. In 2003, the weighted-average fair value of options granted to the Company’s employees was $8.22 based on weighted average assumptions for dividend yield of 1.33%, volatility factor of .361, risk-free interest rate of 3.38% and expected life in years of 6.4.

Therefore, had compensation expense for stock options held by the Company’s employee participants been recognized based upon the fair value for awards granted, the Company’s net income (loss) would have been reduced to the following pro forma amounts:

	Year Ended May 31,
	2005		2004			2003
	(in thousands, except per share)
Net income (loss)
As reported	$	78,120	$	(5,318	)	$	(64,062	)
Stock-based compensation included in the determination of net income (loss) reported, net of tax		11		17			(4	)
Fair value of stock-based compensation, net of tax		63		(1,697	)		(1,723	)
Pro forma	$	78,194	$	(6,998	)	$	(65,789	)
Basic and diluted net income (loss) per share:
As reported	$	3.43	$	(.23	)	$	(2.82	)
Pro forma	$	3.43	$	(.31	)	$	(2.89	)

In December 2004, the FASB issued SFAS No. 123R, “Share-Based Payment.” SFAS No. 123R is a revision of SFAS No. 123, “Accounting for Stock Based Compensation,” and supersedes APB No. 25. Among other items, SFAS No. 123R eliminates the use of APB No. 25 and the intrinsic value method of accounting, and requires companies to recognize the cost of employee services received in exchange for awards of equity instruments, based on the grant date fair value of those awards, in the financial statements. The current effective date of SFAS No. 123R is the first fiscal year beginning after June 15, 2005, which is the first quarter of the Company’s fiscal year ending May 31, 2007. The Company currently expects to adopt SFAS No. 123R effective June 1, 2006 using the “modified prospective” method. Under the modified prospective method, compensation cost is recognized in the financial statements beginning with the effective date, based on the requirements of SFAS No. 123R for all share-based payments granted after that date, and based on the requirements of SFAS No. 123 for all unvested awards granted prior to the effective date of SFAS No. 123R. Financial information for periods prior to the date of adoption of SFAS No. 123R would not be restated. The Company currently utilizes a standard option pricing model (i.e., Black-Scholes) to measure the fair value of stock options granted to employees. While SFAS

F-10

No. 123R permits entities to continue to use such a model, the standard also permits the use of a “lattice” model. The Company has not yet determined which model it will use to measure the fair value of awards of equity instruments to employees upon the adoption of SFAS No. 123R.

The adoption of SFAS No. 123R will have a significant effect on the Company’s future results of operations. However, it will not have an impact on the Company’s consolidated financial position. The impact of SFAS No. 123R on the Company’s results of operations cannot be predicted at this time, because it will depend on the number of equity awards granted in the future, as well as the model used to value the awards. However, had the Company adopted the requirements of SFAS No. 123R in prior periods, the impact would have approximated the amounts disclosed in the table above.

SFAS No. 123R also requires that the benefits associated with the tax deductions in excess of recognized compensation cost be reported as a financing cash flow, rather than as an operating cash flow as required under current literature. This requirement will reduce net operating cash flows and increase net financing cash flows in periods after the effective date. These future amounts cannot be estimated, because they depend on, among other things, when employees exercise stock options. However, the amount of operating cash flows recognized in prior periods for such excess tax deductions for 2005, 2004, and 2003 were not material.

Recent Accounting Pronouncements. In May 2005, the Financial Accounting Standards Board issued SFAS No. 154, “Accounting Changes and Error Corrections,” which is effective for the Company for reporting changes in accounting principles beginning June 1, 2006. SFAS No. 154 changes the reporting of a change in accounting principle to require retrospective application to prior periods’ financial statements, unless explicit transition provisions are provided for in new accounting pronouncements or existing pronouncements that are in the transition phase when SFAS No. 154 becomes effective.

3. Working Capital

Working capital totaled $324.8 million at May 31, 2005 and $184.5 million at May 31, 2004.

Accounts receivable are presented net of allowances for doubtful receivables of $1.8 million at May 31, 2005 and $1.5 million at May 31, 2004. Provisions for bad debts charged to expense were $0.9 million in 2005, $2.6 million in 2004 and $0.6 million in 2003. Uncollectible accounts written off amounted to $0.6 million in 2005, $1.7 million in 2004 and $0.5 million in 2003.

Prior to June 6, 2003, TXI had an agreement with a financial institution to sell, on a revolving basis, an interest in a defined pool of trade receivables. The maximum amount outstanding varied based upon the level of eligible receivables. The Company sold its qualifying receivables to TXI at a discount and received an interest bearing note in exchange. The Company’s receivables sold to TXI totaled $63.7 million at May 31, 2003. On June 6, 2003, TXI entered into an agreement with a financial institution whereby the entire outstanding interest in the defined pool of trade receivables previously sold was repurchased and the agreement to sell receivables to TXI was terminated. The repurchase was reflected as an increase in accounts receivable. Sales of receivables to TXI were reflected as reductions of accounts receivable. As collections reduced previously sold interests, new accounts receivable were customarily sold to TXI. Discounts on these sales are included in other income in the consolidated statements of operations and totaled $2.6 million in 2003. Also, associated interest income is included in other income in the consolidated statements of operations and totaled $4.9 million in 2003. The Company retained collection and administration responsibilities for the receivables sold to TXI.

F-11

Inventories consist of:

	May 31,
	2005		2004
	(in thousands)
Finished products	$	107,475	$	70,779
Work in process		22,021		11,555
Raw materials and supplies		116,727		94,825
	$	246,223	$	177,159

Inventories are stated at cost (not in excess of market) with approximately 66% of inventories using the last-in, first-out (“LIFO”) method. If the average cost method (which approximates current replacement cost) had been used, inventory values would have been higher by $63.1 million at May 31, 2005 and $37.6 million at May 31, 2004. During 2004, certain inventory quantities were reduced, which resulted in a liquidation of LIFO inventory layers carried at lower costs prevailing in prior years. The effect of the liquidation was to decrease cost of products sold by approximately $4.4 million. Use of the lower of cost or market reduced inventories by $0.2 million during 2004 and by $8.1 million in 2003.

In December 2004, the FASB issued SFAS No. 151, “Inventory Costs, an amendment of ARB No. 43, Chapter 4,” which will become effective for the Company beginning June 1, 2006. This standard clarifies that abnormal amounts of idle facility expense, freight, handling costs and wasted material should be expensed as incurred and not included in overhead. In addition, this standard requires that the allocation of fixed production overhead costs to inventory be based on the normal capacity of the production facilities. The Company is currently evaluating the potential impact of this standard on its financial position and results of operations.

Accrued wages, taxes and other liabilities consist of:

	May 31,
	2005		2004
	(in thousands)
Employee wages and benefits	$	12,389	$	9,074
Current portion of deferred income taxes		572		3,836
Property taxes		3,156		3,245
Other liabilities		4,816		4,483
	$	20,933	$	20,638

4. Commitments

The Company entered into an agreement to purchase a minimum monthly amount of processed gases at a base price adjusted quarterly based upon a percentage change in the producer price index. The gases are produced from a facility located at the Company’s Texas facility and owned and operated by an independent third party. This agreement expires on August 31, 2012. At May 31, 2005, the minimum monthly charge was approximately $0.4 million. The Company’s entered into a similar agreement to purchase processed gases for the Virginia facility with the same third party, which expires in December 2014. The agreement specifies that the Company will purchase a minimum monthly amount of processed gases at a base price adjusted quarterly based upon a similar formula. At May 31, 2005, the minimum monthly charge was approximately $0.1 million. Management believes that the Company’s minimum purchase requirements will be satisfied by its consumption of the products in the normal course of business.

F-12

The Company entered into an agreement to purchase a minimum monthly amount of mill services at its Texas facility. This agreement expires in December 2014. At May 31, 2005, the minimum monthly charge was approximately $5,000. The Company entered into a similar agreement to purchase a minimum monthly amount of mill services for the Virginia facility. This agreement expires in June 2012. At May 31, 2005, the minimum monthly charge was approximately $0.4 million. Management believes that the Company’s minimum purchase requirements will be satisfied by its consumption of the products in the normal course of our business.

The Company leases certain mobile and other equipment and other items, which in the normal course of business are renewed or replaced by subsequent leases. Total expense for such operating leases amounted to $2.0 million in 2005, $2.0 million in 2004 and $2.8 million in 2003.

Future estimated payments under these agreements as of May 31, 2005 are as follows:

	Total		2006		2007		2008		2009-2010		After 2010
	(in thousands)
Processed gas supply contract	$	44,126	$	5,813	$	5,813	$	5,813	$	11,626	$	15,061
In-plant mill services		31,694		4,453		4,453		4,453		8,906		9,429
Operating lease obligations		1,219		1,017		184		17		1		—
Total	$	77,039	$	11,283	$	10,450	$	10,283	$	20,533	$	24,490

5. Stockholders Rights Plan

On July 21, 2005, the Company adopted a stockholders rights plan (the “Rights Agreement”), Pursuant to the Rights Agreement, the Company declared a dividend of rights (the “Rights”) to purchase, upon the occurrence of certain events, one one-thousandth of a share of the Series A Junior Participating Preferred Stock, par value $0.01 per share (“Preferred Stock”), for each outstanding share of common stock of the Company. Until the Rights become exercisable, all further issuances of common stock, including common stock issuable upon exercise of outstanding options, will include issuances of Rights. The Rights will be exercisable at $90.00 per one one-thousandth of a share of Preferred Stock. The Rights will expire on July 29, 2015 unless extended or unless the Rights are earlier redeemed or exchanged by the Company.

The Rights are not exercisable nor are they transferable apart from the common stock until the earlier of (a) the tenth day after such time as a person or group acquires beneficial ownership of 15% of the Common Stock of the Company or (b) the tenth business day (unless extended by the Board of Directors) after a person or group announces its intention to commence or commences a tender or exchange offer the consummation of which would result in beneficial ownership by a person or group of 15% or more of the common stock. The earlier of these dates is referred to as the “Distribution Date.” As soon as practicable after the Distribution Date, separate right certificates will be issued and the Rights will become exercisable and transferable apart from the common stock.

The Preferred Stock issuable upon exercise of the Rights will be non-redeemable and rank junior to any other series of the Company’s preferred stock that is outstanding. Each whole share of Preferred Stock will be entitled to receive a quarterly preferential dividend of $1.00 per share but will be entitled to receive, in the aggregate, a dividend of 1,000 times the dividend declared on the Common Stock. In the event of liquidation, the holders of the Preferred Stock will be entitled to receive a preferential liquidation payment equal to the greater of $1,000 per share, plus all accrued and unpaid dividends, or, in the aggregate, a liquidation payment equal to 1,000 times the payment made per share of Common Stock. Each share of Preferred Stock will have 1,000 votes, voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or other property, each share of Preferred Stock would be entitled to receive 1,000 times the amount received per share of Common Stock.

F-13

6. Stock Compensation Plans

The Company’s employees participated in TXI’s stock option plan which provides that non-qualified and incentive stock options to purchase TXI’s common stock may be granted to officers and key employees at market prices at date of grant. Outstanding options become exercisable in installments beginning one year after date of grant and expire ten years later.

A summary of TXI option transactions related to the Company’s employees for the three years ended May 31, 2005, follows:

	Shares Under Option		Weighted-Average Option Price
Outstanding at May 31, 2002	719,286		$	32.96
Granted	298,250			22.72
Exercised	(10,000	)		24.91
Canceled	(11,400	)		42.90
Outstanding at May 31, 2003	996,136			29.86
Exercised	(26,550	)		19.44
Canceled	(20,000	)		31.19
Outstanding at May 31, 2004	949,586			30.13
Granted	73,000			60.27
Exercised	(624,466	)		31.53
Canceled	(4,400	)		34.78
Outstanding at May 31, 2005	393,720		$	33.43

TXI options exercisable as of May 31 were 95,900 shares in 2005, 612,076 shares in 2004 and 527,186 shares in 2003 at a weighted-average option price of $33.23, $32.45 and $32.63, respectively.

The following table summarizes information about TXI stock options held by the Company’s employees outstanding as of May 31, 2005.

	Range of Exercise Prices
	$21.39 -$26.38		$28.84 -$36.52		$41.53 – $61.15
Options outstanding:
Shares outstanding		213,750		70,520		109,450
Weighted-average remaining life in years		7.74		6.09		7.24
Weighted-average exercise price	$	22.66	$	32.40	$	55.13
Options exercisable:
Shares exercisable		37,800		20,650		37,450
Weighted-average exercise price	$	22.36	$	31.31	$	45.26

TXI options that were unvested at the date of distribution and held by individuals who became or were retained as employees of the Company in connection with the spin-off were cancelled and replaced with the Chaparral Steel Company’s stock options. The exercise price of each new Chaparral Steel Company option was based upon the respective market values of the two companies at the time the spin-off was completed so that the aggregate exercise price of the new options, as well as the ratio of the per-share fair market value of the shares to the per-share exercise price of the new options, remain the same as the cancelled TXI options. Following the adjustment, there were 1,181,212 options shares outstanding to purchase shares of Chaparral Steel Company common stock at a weighted-average option price of $8.39 per share.

F-14

On July 21, 2005, the Board of Directors and on July 22, 2005, TXI as the sole stockholder approved the Company’s Amended and Restated 2005 Omnibus Equity Compensation Plan which provides for grants of stock-based awards, including non-qualified and incentive stock options, restricted stock, restricted stock units, performance shares, and performance units to non-employee directors, officers and key employees of the Company. A maximum of 4,000,000 shares of the Company’s common stock is available for issuance to participants under this plan. In July and August 2005, officers and key employees were awarded options to purchase 543,163 shares of common stock. The options were granted at the market price of the common stock on the respective dates of grant, which ranged from $18.40 to $20.245, The term of the options is ten years and the options vest in equal annual installments over five years.

7. Income Taxes

The provisions (benefit) for income taxes are composed of:

	2005		2004			2003
	(in thousands)
Current	$	8,518	$	(17,064	)	$	(16,835	)
Deferred		33,572		13,865			(19,682	)
	$	42,090	$	(3,199	)	$	(36,517	)

A reconciliation from income taxes at the federal statutory rate to the preceding provisions (benefit) follows:

	2005		2004			2003
	(in thousands)
Taxes at statutory rate	$	42,074	$	(3,150	)	$	(35,203	)
Other – net		16		(49	)		(1,314	)
	$	42,090	$	(3,199	)	$	(36,517	)

The components of the net deferred tax liability at May 31 are summarized below.

	2005		2004
	(in thousands)
Deferred tax assets:
Deferred compensation	$	2,446	$	2,577
Accrued expenses not currently tax deductible		2,626		1,976
Net operating loss carryforward		—		28,499
Total deferred tax assets		5,072		33,052
Deferred tax liabilities:
Property, plant and equipment		141,328		133,836
Inventory costs		4,484		6,384
Total deferred tax liabilities		145,812		140,220
Net deferred tax liability		140,740		107,168
Less current deferred tax liability		572		3,836
Long-term deferred tax liability	$	140,168	$	103,332

F-15

The Company made federal income tax payments to TXI of $5.9 million in 2005 and received federal income tax reimbursements from TXI of $16.8 million in 2004 and $17.1 million in 2003. As of May 31, 2005, the Company has $752.3 million in state net operating loss carryforwards that begin to expire in 2019. The Company also has state credits to offset future income tax liabilities of $41.9 million that begin to expire in 2018 and $10 million of credits that do not expire. The Company had net state deferred tax assets of $51.9 million at May 31, 2005 and $49.8 million at May 31, 2004. Management believes it is more likely than not that this net state deferred tax asset will be unrealized. Therefore, a valuation allowance has been recorded to fully reserve the amount of the net state deferred tax assets.

On October 22, 2004, a new tax law, the American Jobs Creation Act of 2004 (the “Jobs Creation Act”), was signed by the President of the United States. Among other provisions, the Jobs Creation Act allows a deduction for income from qualified domestic production activities, which will be phased in from 2005 through 2010. The Company is currently evaluating the impact of the new law on its future taxable income. For financial reporting purposes, any deductions for qualified domestic production activities will be accounted for as a special deduction rather than as a rate reduction. Accordingly, any benefit from the deduction will be reported in the period in which the deduction is earned.

8. Legal Proceedings and Contingent Liabilities

The Company is subject to federal, state and local environmental laws and regulations concerning, among other matters, air emissions, furnace dust disposal and wastewater discharge. The Company believes it is in substantial compliance with applicable environmental laws and regulations; however, from time to time the Company receives claims from federal and state environmental regulatory agencies and entities asserting that the Company is or may be in violation of certain environmental laws and regulations. Based on its experience in dealing with such claims in the past and the information currently available to it regarding any potential or outstanding claims, the Company believes that such claims will not have a material impact on its consolidated financial condition or results of operations. Despite the Company’s compliance and experience, it is possible that the Company could be held liable for future charges, which might be material but are not currently known or estimable. In addition, changes in federal and state laws, regulations and requirements or discovery of currently unknown conditions could require additional expenditures by the Company.

The Company and subsidiaries are defendants in lawsuits which arose in the normal course of business. In management’s judgment (based on the opinion of counsel) the ultimate liability, if any, from such legal proceedings will not have a material effect on the consolidated financial position or results of operations of the Company.

In November 1998, the Company filed an action in the District Court of Ellis County, Texas against certain graphite electrode suppliers seeking damages for illegal restraints of trade in the sale of graphite electrodes. The Company has obtained settlements of $4.2 million in 2004 and $0.5 million in 2003 and does not anticipate any material future settlements.

In connection with the Company’s spin-off from TXI, the Company entered into a separation and distribution agreement and a tax sharing and indemnification agreement with TXI. In these agreements, the Company has indemnified the TXI against, among other things, any liabilities arising out of the businesses, assets or liabilities transferred to the Company and any taxes imposed on the TXI in connection with the spin-off that result from the Company’s breach of its covenants in the tax sharing and indemnification agreement. TXI has indemnified the Company against, among other things, any liabilities arising out of the businesses, assets or liabilities retained by the TXI and any taxes imposed on the Company in connection with the spin-off that result from the TXI’s breach of its covenants in the tax sharing and indemnification agreement.

The Company and TXI have made certain covenants to each other in connection with the spin-off that prohibit the Company and TXI from taking certain actions. Pursuant to these covenants: (1) neither the Company nor TXI will liquidate, merge, or consolidate with any other person, sell, exchange, distribute or otherwise dispose of our assets (or those of certain of our subsidiaries) except in the ordinary course of business, or enter into any substantial negotiations, agreements, or arrangements with respect to any such transaction, during the six months following July 29, 2005; (2) the Company and TXI will, for a minimum of two years after the distribution date, continue the active conduct of the steel or cement business, respectively; (3) neither the Company nor TXI will

F-16

repurchase its stock for two years following the distribution except in certain circumstances permitted by the IRS; (4) neither the Company nor TXI will take any actions inconsistent with the representations made in the separation and distribution agreement or in connection with the issuance by the Company’s tax counsel of its tax opinion with respect to the spin-off; and (5) neither the Company nor TXI will take any other action that would result in, or fail to take any action necessary to prevent, any tax being imposed on the spin-off. The Company or TXI may take actions inconsistent with these covenants by obtaining an unqualified opinion of counsel or a private letter ruling from the IRS that such actions will not cause the spin-off to become taxable, except that the Company may not, under any circumstances, take any action described in (1) above.

9. Retirement Plans

The Company’s employees participate in a TXI defined contribution retirement plan. The Company contributes 2% of each employee’s eligible compensation and a variable contribution based on a predetermined formula established annually. The amount of retirement expense charged to costs and expenses for this plan was $2.5 million in 2005, $1.7 million in 2004 and $2.3 million in 2003. It is TXI’s policy to fund the plan to the extent of charges to income.

TXI has a series of financial security plans (“FSP”) that are non-qualified defined benefit plans providing death and retirement benefits to substantially all of the Company’s executive and key managerial employees who elect to participate. The plans are contributory but not funded. Costs and associated assets and liabilities related to the Company’s employee participation are included in the financial information contained herein. Amounts payable to participants are to be paid exclusively from the general assets of the Company and are otherwise unsecured. Life insurance contracts have been purchased that may be used to fund the FSP payments. These insurance contracts, recorded at their net cash surrender value, totaled $5.1 million at May 31, 2005 and $4.6 million at May 31, 2004, and are included in investments on the consolidated balance sheets. The amount of FSP benefit expense and the projected FSP benefit obligation are determined using assumptions as of the end of the year. The weighted-average discount rate used was 6% in 2005. Actuarial gains or losses are recognized when incurred, and therefore, the end of year benefit obligation is the same as the accrued benefit costs recognized in the balance sheet.

The estimated future benefit payments for each of the five succeeding years are $0.2 million, $0.2 million, $0.4 million, $0.4 million and $0.8 million and for the five-year period thereafter an aggregate of $4.9 million.

On July 21, 2005, the Board of Directors approved the Chaparral Steel Company Financial Security Plan which provides retirement and death benefits for its employees with the same terms and conditions of the TXI plans which previously covered these employees.

The amount of FSP benefit expense was as follows:

	Year Ended May 31,
	2005			2004			2003
	(in thousands)
Service cost	$	822		$	603		$	569
Interest cost		365			449			380
Amortization of transition cost		17			17			17
Recognized actuarial loss		566			806			358
Participant contributions		(231	)		(206	)		(220	)
	$	1,539		$	1,669		$	1,104

F-17

The following provides a reconciliation of the FSP benefit obligation.

	Year Ended May 31,
	2005			2004
	(in thousands)
Change in projected benefit obligation
Benefit obligation at beginning of period	$	7,316		$	5,986
Service cost		822			603
Interest cost		365			449
Amortization of transition cost		17			17
Recognized actuarial loss		566			806
Transfer to TXI		(1,915	)		—
Benefits paid		(183	)		(545	)
Benefit obligation/funded status at end of period	$	6,988		$	7,316

10. Incentive Plans

All personnel employed as of May 31 and not subject to production-based incentive awards share in the pretax income of the Company for the year then ended based on predetermined formulas. The duration of the plan is one year. Certain executives are additionally covered under a three-year plan. All plans have been subject to annual review by TXI’s Board of Directors. Incentive compensation related to these plans is included in selling, general and administrative expense and was $4.2 million in 2005, $1.7 million in 2004 and none in 2003.

11. Transactions with TXI and affiliates

TXI utilizes a centralized cash management program for all of its subsidiaries, through which the Company receives payments from TXI as a result of cash received from product sales or makes payments to TXI or its subsidiaries for purchases of materials or services or for costs incurred on its behalf, including raw material procurement, payroll and capital expenditures. The current payable to or receivable from affiliates also contains transactions with TXI under the inter-company tax sharing policy. TXI, through one of its subsidiaries, provides the Company with common carrier services, transporting finished product to the Company’s customers and backhauling materials and supplies for the Company. These costs have been included in cost of products sold in the consolidated statements of operations and were $6.6 million in 2005, $5.9 million in 2004 and $6.0 million in 2003. The Company believes that the rates charged to it for transportation services approximate the rates that would be charged by third parties. TXI also allocates certain corporate expenses related primarily to shared services and facilities. Management believes that the allocations were made on a reasonable basis.

The long-term payable to TXI consists of advances made by TXI to the Company for the construction of facilities. During the periods presented, the Company received or paid interest on its balances with TXI and its subsidiaries at a rate 8%. This rate would not necessarily represent the rate that the Company would be able to obtain on loans from unaffiliated third parties.

F-18

An analysis of transactions in the current inter-company account for years ended May 31, 2005, 2004 and 2003 follows:

	Year Ended May 31,
	2005			2004			2003
	(in thousands)
Current receivable from (payable to) affiliates
Beginning of period	$	(35,492	)	$	9,383		$	72,742
Net cash remitted to (from) affiliates		254,318			94,658			64,766
Payroll and other expenses		(118,349	)		(100,448	)		(88,271	)
Transportation services		(6,561	)		(5,852	)		(6,042	)
Interest		(47,274	)		(50,031	)		(50,954	)
Income taxes		(5,908	)		16,798			17,142
End of period	$	40,734		$	(35,492	)	$	9,383

In connection with the Company’s spin-off from TXI (Note 12), the remaining inter-company accounts with TXI were converted to capital. The Company’s relationship with TXI is now governed by a separation and distribution agreement and the ancillary agreements described in that agreement. The terms of the agreements are more fully described in Note 8 “Legal Proceedings and Contingent Liabilities.”

12. Spin-off from TXI

On December 14, 2004, TXI’s board of directors adopted a plan to spin-off its steel operations, which was completed on July 29, 2005. In anticipation of the spin-off, the TXI and the Company entered into the following transactions:

On February 22, 2005, TXI formed the Company as a new, wholly-owned subsidiary to serve as the holding company for its steel business. The Company was initially capitalized for $1,000 and issued 1,000 shares of its common stock, at $0.01 par value per share, to TXI. On June 7, 2005, the Company’s authorized capital stock was increased to 10,000,000 shares of preferred stock, $.01 par value per share, and 100,000,000 shares of common stock, $.01 par value per share.

On June 25, 2005, TXI transferred to the Company all of the stock of its subsidiaries that are engaged in its steel business, consisting of Chaparral Steel Investments Inc. and its subsidiaries and Chaparral (Virginia) Inc. In addition, the Company issued 22,802,867 additional shares of the Company’s common stock to TXI. These transactions have been accounted for as a reorganization of entities under common control. As a result, the assets and liabilities transferred to the Company were recorded at historical cost. In connection with these transactions, on July 6, 2005, TXI also contributed or transferred to the Company real estate and transportation assets used in the steel business. The Company assumed all liabilities arising out of the steel business and the transferred assets.

On June 16, 2005, the Company entered into a senior secured revolving credit facility (the “credit facility”) providing up to $150 million of available borrowings. It includes a $25 million sub-limit for letters of credit. Any outstanding letters of credit will be deducted from the borrowing availability under the credit facility. Amounts drawn under the credit facility will bear interest either at LIBOR plus a margin of 1.00% to 1.75%, or at a base rate (which will be the higher of the federal funds rate plus 0.50% and the prime rate) plus a margin of up to 1.00%. The interest rate margins are subject to adjustments based on Chaparral’s leverage ratio. The commitment fee calculated on the unused portion of the credit facility will range from 0.25% to 0.50% per year based on Chaparral’s leverage ratio. The credit facility matures June 16, 2010 and may be terminated at any time. The credit facility is secured by security interests in all of or most of Chaparral’s existing and future accounts and inventory, certain related personal property and in all of the equity interest in present and future domestic subsidiaries and 66% of the equity interest in present and future foreign subsidiaries. The credit facility contains covenants restricting, among other things,

F-19

prepayment or redemption of Chaparral’s other debt, distributions, dividends, and repurchases of capital stock and other equity interests, acquisitions and investments, indebtedness, liens and affiliate transactions. Chaparral is required to comply with certain financial tests and to maintain certain financial ratios, such as leverage and interest coverage ratios. On July 6, 2005, the Company borrowed $50 million under the credit facility.

In addition, on July 6, 2005, Chaparral Steel Company issued $300 million aggregate principal amount of new 10% senior notes due July 15, 2013. The notes are unsecured and will effectively be subordinated in right of payment to all of Chaparral’s existing and future senior secured debt, including borrowings under the credit facility. All of the Company’s domestic consolidated subsidiaries have guaranteed the 10% senior notes. The guarantees are full and unconditional and are joint and several. At May 31, 2005, Chaparral Steel Company had no significant assets or operations independent of its investment in its subsidiaries. The indenture governing the notes contains covenants that will limit Chaparral’s ability and the ability of its subsidiaries to, among other things, incur additional indebtedness, pay dividends or make other distributions or repurchase or redeem its stock, make investments, sell assets, incur liens, enter into agreements restricting its subsidiaries’ ability to pay dividends, enter into transactions with affiliates and consolidate, merge or sell all or substantially all of its assets.

The Company used the net proceeds from the credit facility borrowings and outstanding notes to pay a cash dividend of $341.1 million to TXI.

At various times intercompany indebtedness were settled between and among the Company and its subsidiaries and TXI and its subsidiaries. These intercompany accounts were settled through offsets, contributions of such indebtedness to the capital of the debtor subsidiaries and other non-cash transfers. By the effective date of the spin-off, TXI had contributed to the capital of the Company and its subsidiaries the net intercompany indebtedness owed to it by the Company and its subsidiaries (approximately $502.5 million at May 31, 2005).

On July 21, 2005, the Company adopted the Rights Agreement, Pursuant to the Rights Agreement, the Company declared a dividend of rights (the “Rights”) to purchase, upon the occurrence of certain events, one one-thousandth of a share of the Series A Junior Participating Preferred Stock, par value $0.01 per share, for each outstanding share of common stock of the Company. The terms of the agreement are more fully described in Note 5 “Stockholders Rights Plan.”

On July 29, 2005, the Company became an independent, public company. Although pursuant to our separation and distribution agreement with TXI and certain ancillary agreements, TXI has agreed to indemnify us against certain liabilities and we have agreed to indemnify TXI against certain liabilities, TXI has no further ownership interest in the Company, and the Company has no ownership interest in TXI. In addition, the Company is not a guarantor of any of TXI’s indebtedness nor is TXI a guarantor of any of the Company’s indebtedness. The Company’s relationship with TXI is now governed by a separation and distribution agreement and the ancillary agreements described in that agreement. The terms of the agreements are more fully described in Note 8 “Legal Proceedings and Contingent Liabilities.”

F-20

13. Quarterly Financial Information (Unaudited)

2005	Aug. 31			Nov. 30			Feb. 28			May 31
	(in thousands, except per share)
Net sales	$	290,781		$	249,119		$	259,119		$	317,357
Gross profit		62,466			49,269			39,308			39,567
Operating profit		55,201			44,307			34,127			33,850
Net income		28,122			21,014			14,247			14,737
Basic and diluted earnings per share:
Net income	$	1.23		$	0.92		$	0.63		$	0.65
Average shares outstanding:
Basic and diluted		22,804			22,804			22,804			22,804
2004	Aug. 31			Nov. 30			Feb. 29			May 31
	(in thousands, except per share)
Net sales	$	179,666		$	176,151		$	241,690		$	307,817
Gross profit (loss)		(6,443	)		(475	)		16,296			53,718
Operating profit (loss)		(10,789	)		(6,773	)		10,626			47,536
Earnings (loss):
Income (loss) before accounting change		(14,848	)		(12,276	)		(1,233	)		22,559
Cumulative effect of accounting change		—			480			—			—
Net income (loss)	$	(14,848	)	$	(11,796	)	$	(1,233	)	$	22,559
Basic and diluted earnings (loss) per share:
Income (loss) before accounting change	$	(0.65	)	$	(0.54	)	$	(0.05	)	$	0.99
Cumulative effect of accounting change		—			0.02			—			—
Net income (loss)	$	(0.65	)	$	(0.52	)	$	(0.05	)	$	0.99
Average shares outstanding:
Basic and diluted		22,804			22,804			22,804			22,804

F-21

$300,000,000

Chaparral Steel Company

Offer to Exchange 10.0% Senior Notes due 2013,

Which Have Been Registered Under the

Securities Act of 1933

for All of Our Outstanding

10.0% Senior Notes due 2013

PROSPECTUS

, 2005

No person has been authorized to give any information or make any representations in connection with this offering other than those contained in this prospectus, and, if given or made, such other information or representations must not be relied upon as having been authorized by Chaparral. Neither the delivery of this prospectus nor any sale hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of Chaparral since the date of this prospectus or that the information contained in this prospectus is correct as of any time subsequent to its date. This prospectus does not constitute an offer to sell nor or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. Indemnification of Directors and Officers.

The following contains summaries of certain circumstances in which indemnification is provided pursuant to the Certificate of Incorporation and Bylaws of Chaparral Steel Company (the “Company”) and the guarantor subsidiaries. Such summaries are qualified in their entirety by reference to the referenced statutes, Certificates or Articles of Incorporation and Bylaws.

The Company maintains liability insurance coverage which insures its officers and directors against certain losses arising from claims made by reason of their being officers and directors of the Company or its subsidiaries and for which they have not been provided reimbursement.

Delaware Corporations — The Company; Chaparral Steel Investments, Inc.; Chaparral (Virginia) Inc.; and American Materials Transport, Inc.

Section 145 of the Delaware General Corporation Law (the “DGCL”), under certain circumstances, provides for the indemnification of officers, directors, employees, and agents against liabilities, which they may incur in such capacities. Section 145 provides that a Delaware corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement in connection with specified actions, suits and proceedings, whether civil, criminal, administrative or investigative (other than action by or in the right of the corporation — a “derivative action”), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys’ fees) incurred in connection with the defense or settlement of such action, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s certificate of incorporation, bylaws, disinterested director vote, stockholder vote, agreement, or otherwise. Under the DGCL, a corporation may advance funds to the person requesting indemnity, provided that the corporation receives an undertaking that the person will repay the advanced funds if it is ultimately determined that he or she is not entitled to indemnification. The DGCL also permits corporations to provide that a director of such corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of certain fiduciary duties as a director. The following information summarizes applicable provisions of the certificates of incorporation and bylaws of the Company and the Delaware guarantor subsidiaries.

Chaparral Steel Company. The Restated Certificate of Incorporation of Chaparral Steel Company provides that, to the fullest extent permitted by the DGCL, no director or former director of such corporation shall be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. The Restated Certificate of Incorporation and Bylaws of Chaparral Steel Company each provide that any director or officer seeking indemnification shall be indemnified to the fullest extent permitted by the DGCL or other applicable law in effect from time to time. The Bylaws also provide that expenses incurred by a director or officer seeking indemnification shall be paid in advance of the final disposition of the action, suit or proceeding. However, as a condition to any such advance, the director or officer must deliver an undertaking by or on behalf of such officer or director to repay the amounts advanced if it is ultimately determined that such director or officer was not entitled to indemnification.

Chaparral Steel Investments, Inc. The Certificate of Incorporation of Chaparral Steel Investments, Inc. provides that, to the fullest extent permitted by the DGCL, no director or former director or officer or former officer of such corporation shall be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer. The Restated Certificate of Incorporation and Bylaws of Chaparral Steel Investments, Inc. each provide that any director or officer seeking indemnification shall be indemnified to the fullest extent permitted by the DGCL or other applicable law in effect from time to time. The Bylaws also provide that expenses incurred by a director or officer seeking indemnification shall be paid in advance of the final disposition of the action, suit or

II-1

proceeding. However, as a condition to any such advance, the director or officer must deliver an undertaking by or on behalf of such officer or director to repay the amounts advanced if it is ultimately determined that such director or officer was not entitled to indemnification.

Chaparral (Virginia) Inc. The Certificate of Incorporation of Chaparral (Virginia) Inc. provides that, to the fullest extent permitted by the DGCL, no director or officer of such corporation shall be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. The Certificate of Incorporation and Bylaws of Chaparral (Virginia) Inc. each provide that any director or officer seeking indemnification shall be indemnified to the fullest extent permitted by the DGCL or other applicable law in effect from time to time. The Bylaws also provide that expenses incurred by a director or officer seeking indemnification shall be paid in advance of the final disposition of the action, suit or proceeding. However, as a condition to any such advance, the director or officer must deliver an undertaking by or on behalf of such officer or director to repay the amounts advanced if it is ultimately determined that such director or officer was not entitled to indemnification.

American Materials Transport, Inc. The Certificate of Incorporation of American Materials Transport, Inc. provides that, to the fullest extent permitted by the DGCL, no director or former director of such corporation shall be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. The Bylaws of American Materials Transport, Inc. provide that any director or officer seeking indemnification shall be indemnified to the fullest extent permitted by the DGCL or other applicable law in effect from time to time. The Bylaws also provide that expenses incurred by a director or officer seeking indemnification shall be paid in advance of the final disposition of the action, suit or proceeding. However, as a condition to any such advance, the director or officer must deliver an undertaking by or on behalf of such officer or director to repay the amounts advanced if it is ultimately determined that such director or officer was not entitled to indemnification.

Delaware Statutory Trusts — Chaparral Steel Trust

Section 3817 of the Delaware Statutory Trust Act states that statutory trusts shall have the power to indemnify and hold harmless any trustee or beneficial owner or other person from and against all claims and demands, subject to standards and restrictions set forth in the governing instrument of such statutory trust.

It also expressly states that the absence of provisions in the governing instrument of a statutory trust addressing indemnification does not deprive any trustee or beneficial owner or other person of the right to indemnity.

The Trust Agreement of Chaparral Steel Trust provides that no trustee or officer of such trust shall be liable to the trust or any trustee or the beneficiary for any act or omission, nor shall any such trustee be held to personal liability in connection with the affairs of the trust, except for those arising from his bad faith, willful misfeasance, gross negligence or reckless disregard of his or her duties. The Trust Agreement provides that trustees and officers shall be indemnified against expenses and liabilities incurred by such person as a result of his or her service in such capacity to the trust. Trustees and officers are not entitled to indemnification, however, with respect to any action initiated by a trustee or officer of the trust. The Trust Agreement also provides that expenses incurred by a trustee or officer seeking indemnification shall be paid by the trust in advance of the final disposition of the action, suit or proceeding. However, as a condition to any such advance, the trust must receive an undertaking by or on behalf of such person to repay the amounts advanced if a final adjudication is made by a court of competent jurisdiction that such person was not entitled to indemnification.

Delaware Limited Partnerships — Chaparral Steel Midlothian, LP and TXI Star Recycling LP

Section 18-108 of the Delaware Revised Limited Partnership Act provides that Delaware limited partnerships shall have the power to indemnify and hold harmless any partner or other person from and against all claims and demands, subject to standards and restrictions set forth in the partnership agreement of such limited partnership.

The Agreements of Limited Partnership of Chaparral Steel Midlothian, LP and TXI Star Recycling LP provide that, to the extent the partnership has assets legally available for that purpose, the partnership will indemnify and hold harmless the general partner and any partner, shareholder, director or officer from and against losses incurred in connection with the business of the partnership, except to the extent that such loss is due to the person’s gross negligence, willful misconduct, knowing violation of law or breach of fiduciary responsibilities to the partnership or the limited partner.

II-2

Delaware Limited Liability Companies – Chaparral Steel Holdings, LLC and Chaparral Steel Texas, LLC

Section 18-108 of the Delaware Limited Liability Company Act provides that, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. The Operating Agreements of Chaparral Steel Holdings, LLC and Chaparral Steel Texas, LLC provide that generally, each company is to indemnify and hold harmless a member in the event a member becomes liable for any debt, liability, contract or other obligation of such company.

II-3

ITEM 21. Exhibits and Financial Statement Schedules.

(a) Exhibits

Exhibit Number		Exhibit Description
3.1	-	Amended and Restated Certificate of Incorporation of Chaparral Steel Company (incorporated herein by reference to Exhibit 3.1 to Chaparral Steel Company’s Amendment No. 1 to Form 10 dated June 10, 2005, file number 000-51307).
3.2	-	Bylaws of Chaparral Steel Company (incorporated herein by reference to Exhibit 3.2 to Chaparral Steel Company’s Form 10 dated May 6, 2005, file number 000-51307).
3.3	-	Certificate of Designations of Series A Junior Participating Preferred Stock, filed with the Secretary of State of the State of Delaware on July 21, 2005 (incorporated herein by reference to Exhibit 3.1 to Chaparral Steel Company’s Current Report on Form 8-K dated July 21, 2005, file number 000-51307).
3.4	-	Restated Certificate of Incorporation of Chaparral Steel Investments, Inc., formerly known as Chaparral Investments, Inc., which was formerly known as Chaparral Steel Company.*
3.5	-	Certificate of Merger of Texas Industries Acquisition Inc. with and into Chaparral Steel Company.*
3.6	-	Certificate of Amendment of Restated Certificate of Incorporation of Chaparral Steel Investments, Inc.*
3.7	-	Certificate of Amendment of Restated Certificate of Incorporation of Chaparral Steel Investments, Inc.*
3.8	-	Certificate of Amendment of Restated Certificate of Incorporation of Chaparral Steel Investments, Inc.*
3.9	-	Bylaws of Chaparral Steel Investments, Inc.*
3.10	-	Certificate of Incorporation of Chaparral (Virginia) Inc.*
3.11	-	Bylaws of Chaparral (Virginia) Inc.*
3.12	-	Certificate of Incorporation of American Materials Transport, Inc., formerly known as American Material Transport, Inc.*
3.13	-	Certificate of Amendment to Certificate of Incorporation of American Materials Transport, Inc.*
3.14	-	Bylaws of American Materials Transport, Inc.*
3.15	-	Certificate of Formation of Chaparral Steel Holdings, LLC.*
3.16	-	Operating Agreement of Chaparral Steel Holdings, LLC.*
3.17	-	Certificate of Trust of Chaparral Steel Trust.*
3.18	-	Trust Agreement of Chaparral Steel Trust.*
3.19	-	Bylaws of Chaparral Steel Trust.*

II-4

3.20	-	Certificate of Formation of Chaparral Steel Texas, LLC.*
3.21	-	Operating Agreement of Chaparral Steel Texas, LLC.*
3.22	-	Certificate of Limited Partnership of Chaparral Steel Midlothian, LP.*
3.23	-	Agreement of Limited Partnership of Chaparral Steel Midlothian, LP.*
3.24	-	Amendment No. 1 to Agreement of Limited Partnership of Chaparral Steel Midlothian, LP.*
3.25	-	Certificate of Limited Partnership of TXI Star Recycling LP, formerly known as Star Recycling LP, which was formerly known as Star 2000 LP.*
3.26	-	Amendment to Certificate of Limited Partnership of TXI Star Recycling LP.*
3.27	-	Second Amendment to Certificate of Limited Partnership of TXI Star Recycling LP.*
3.28	-	Agreement of Limited Partnership of TXI Star Recycling LP.*
3.29	-	Amendment No. 1 to Agreement of Limited Partnership of TXI Star Recycling LP.*
4.1	-	Reference is made to Exhibit 3.1, Exhibit 3.2 and Exhibit 3.3.
4.2	-	Registration Rights Agreement, dated July 6, 2005, among Chaparral Steel Company, certain of its domestic subsidiaries as guarantors, Banc of America Securities LLC, UBS Securities LLC, SunTrust Capital Markets, Inc., Wells Fargo Securities, LLC and Comerica Securities, Inc. (incorporated herein by reference to Exhibit 4.3 to Chaparral Steel Company’s Current Report on Form 8-K dated July 12, 2005, file number 000-51307).
4.3	-	Form of Notation of Guarantee (incorporated herein by reference to Exhibit 4.2 to Chaparral Steel Company’s Current Report on Form 8-K dated July 12, 2005, file number 000-51307).
4.4	-	Form of Chaparral Steel Company’s 10% Senior Note due 2013 (incorporated herein by reference to Exhibit 4.1 to Chaparral Steel Company’s Current Report on Form 8-K dated July 12, 2005, file number 000-51307).
4.5	-	Indenture, dated July 6, 2005, among Chaparral Steel Company, certain of its domestic subsidiaries and Wells Fargo Bank, National Association, as Trustee (incorporated herein by reference to Exhibit 4.4 to Chaparral Steel Company’s Current Report on Form 8-K dated July 12, 2005, file number 000-51307).
4.6	-	Form of Chaparral Steel Company 10% Senior Exchange Note due 2013.*
4.7	-	Rights Agreement, effective as of July 29, 2005, between Chaparral Steel Company and Mellon Investor Services LLC, as rights agent (incorporated herein by reference to Exhibit 4.1 to Chaparral Steel Company’s Current Report on Form 8-K dated July 21, 2005, file number 000-51307).
5.1	-	Legal Opinion of Fulbright & Jaworski L.L.P.*
10.1	-	Purchase Agreement, dated June 29, 2005, among Chaparral Steel Company, Banc of America Securities LLC, UBS Securities LLC, SunTrust Capital Markets, Inc., Wells Fargo Securities, LLC and Comerica Securities, Inc. (incorporated herein by reference to Exhibit 10.1 to Chaparral Steel Company’s Current Report on Form 8-K dated July 12, 2005, file number 000-51307).
10.2	-	Credit Agreement, dated June 16, 2005, among Chaparral Steel Company, Bank of America, N.A., as administrative agent, letter of credit issuer, swing line lender and lender, UBS Securities LLC, as syndication agent, General Electric Capital Corporation, Wells Fargo Bank, National Association, and SunTrust Bank, as co-documentation agents and as lenders, and UBS Loan Finance LLC and Comerica Bank, as lenders (incorporated herein by reference to Exhibit 10.2 to Chaparral Steel Company’s Current Report on Form 8-K dated July 12, 2005, file number 000-51307).

II-5

10.3	-	Security Agreement, dated July 6, 2005, made by Chaparral Steel Company, certain of its domestic subsidiaries, and Bank of America, N.A. as administrative agent (incorporated herein by reference to Exhibit 10.3 to Chaparral Steel Company’s Current Report on Form 8-K dated July 12, 2005, file number 000-51307).
10.4	-	Separation and Distribution Agreement, dated July 6, 2005, between Texas Industries, Inc. and Chaparral Steel Company (incorporated herein by reference to Exhibit 10.4 to Chaparral Steel Company’s Current Report on Form 8-K dated July 12, 2005, file number 000-51307).
10.5	-	Amendment No. 1 to Separation and Distribution Agreement between Chaparral Steel Company and Texas Industries, Inc., dated July 27, 2005 (incorporated herein by reference to Exhibit 10.5 to Chaparral Steel Company’s Annual Report on Form 10-K for the year ended May 31, 2005, file number 000-51307).
10.6	-	Tax Sharing and Indemnification Agreement, dated July 6, 2005, between Texas Industries, Inc. and Chaparral Steel Company (incorporated herein by reference to Exhibit 10.5 to Chaparral Steel Company’s Current Report on Form 8-K dated July 12, 2005, file number 000-51307).
10.7	-	Chaparral Steel Company Amended and Restated 2005 Omnibus Equity Compensation Plan (incorporated herein by reference to Exhibit 10.3 to Chaparral Steel Company’s Amendment No. 5 to Form 10 dated July 21, 2005, file number 000-51307).
10.8	-	Chaparral Steel Company Financial Security Plan (including form of agreement) (incorporated herein by reference to Exhibit 10.1 to Chaparral Steel Company’s Current Report on Form 8-K dated July 22, 2005, file number 000-51307).
10.9	-	Employment Agreement, dated August 2, 2005, between Chaparral Steel Company and Tommy A. Valenta (incorporated herein by reference to Exhibit 10.9 to Chaparral Steel Company’s Annual Report on Form 10-K for the year ended May 31, 2005, file number 000-51307).
10.10	-	Form of Incentive and Nonqualified Stock Option Agreement under the Chaparral Steel Company Amended and Restated 2005 Omnibus Equity Compensation Plan issued by Chaparral Steel Company in replacement of Texas Industries, Inc. options originally granted to Texas Industries, Inc. employees under the Texas Industries, Inc. 1993 Stock Option Plan (incorporated herein by reference to Exhibit 10.10 to Chaparral Steel Company’s Annual Report on Form 10-K for the year ended May 31, 2005, file number 000-51307).
10.11	-	Form of Incentive and Nonqualified Stock Option Agreement under the Chaparral Steel Company Amended and Restated 2005 Omnibus Equity Compensation Plan issued by Chaparral Steel Company in replacement of Texas Industries, Inc. options originally granted to Texas Industries, Inc. employees under the Texas Industries, Inc. 2004 Omnibus Equity Compensation Plan (incorporated herein by reference to Exhibit 10.11 to Chaparral Steel Company’s Annual Report on Form 10-K for the year ended May 31, 2005, file number 000-51307).
10.12	-	Form of Nonqualified Stock Option Agreement under the Chaparral Steel Company Amended and Restated 2005 Omnibus Equity Compensation Plan issued by Chaparral Steel Company in replacement of Texas Industries, Inc. options originally granted to Texas Industries, Inc. non-employee directors under the Texas Industries, Inc. 1993 Stock Option Plan (incorporated herein by reference to Exhibit 10.12 to Chaparral Steel Company’s Annual Report on Form 10-K for the year ended May 31, 2005, file number 000-51307).
10.13	-	Form of Nonqualified Stock Option Agreement under the Chaparral Steel Company Amended and Restated 2005 Omnibus Equity Compensation Plan issued by Chaparral Steel Company in

II-6

		replacement of Texas Industries, Inc. options originally granted to Texas Industries, Inc. non-employee directors under the Texas Industries, Inc. 2004 Omnibus Equity Compensation Plan (incorporated herein by reference to Exhibit 10.13 to Chaparral Steel Company’s Annual Report on Form 10-K for the year ended May 31, 2005, file number 000-51307).
10.14	-	Form of Nonqualified Stock Option Agreement for employees under the Chaparral Steel Company Amended and Restated 2005 Omnibus Equity Compensation Plan (incorporated herein by reference to Exhibit 10.14 to Chaparral Steel Company’s Annual Report on Form 10-K for the year ended May 31, 2005, file number 000-51307).
10.15	-	Form of Deferred Compensation Agreement for non-employee directors under the Chaparral Steel Company Amended and Restated 2005 Omnibus Equity Compensation Plan (incorporated herein by reference to Exhibit 10.15 to Chaparral Steel Company’s Annual Report on Form 10-K for the year ended May 31, 2005, file number 000-51307).
10.16	-	Form of Restricted Stock Agreement for non-employee directors under the Chaparral Steel Company Amended and Restated 2005 Omnibus Equity Compensation Plan (incorporated herein by reference to Exhibit 10.16 to Chaparral Steel Company’s Annual Report on Form 10-K for the year ended May 31, 2005, file number 000-51307).
10.17	-	Form of Texas Industries, Inc. Common Stock Award Plan and Award Letters for Tommy A. Valenta and William H. Dickert assumed by Chaparral Steel Company (incorporated herein by reference to Exhibit 10.17 to Chaparral Steel Company’s Annual Report on Form 10-K for the year ended May 31, 2005, file number 000-51307).
12.1	-	Statement regarding computation of ratio of earnings to fixed charges.*
21.1	-	Subsidiaries of Chaparral Steel Company (incorporated herein by reference to Exhibit 21.1 to Chaparral Steel Company’s Annual Report on Form 10-K for the year ended May 31, 2005, file number 000-51307).
23.1	-	Consent of Ernst & Young LLP.*
23.2	-	Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).*
23.3	-	Consent of Thompson & Knight LLP.*
24.1	-	Powers of Attorney (included on signature pages).*
25.1	-	Statements of Eligibility of Trustee under the Indenture.*
99.1	-	Form of Letter of Transmittal.*
99.2	-	Form of Notice of Guaranteed Delivery.*
99.3	-	Form of Letter to Registered Holders and DTC Participants.*
99.4	-	Form of Client Letter.*
99.5	-	Tax Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*

* Filed herewith.

II-7

ITEM 22. Undertakings.

(a) The undersigned hereby undertake:

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

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

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

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

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

provided further, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is for an offering of asset-backed securities on Form S-1 (Section 239.11 of this chapter) or Form S-3 (Section 239.13 of this chapter), and the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB (Section 229.1100(c)).

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

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

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

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

II-8

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

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Midlothian, State of Texas, on September 13, 2005.

CHAPARRAL STEEL COMPANY
By:	/s/ Tommy A. Valenta
	Tommy A. Valenta
	President, Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Tommy A. Valenta, J. Celtyn Hughes, Robert J. Crawford, Jr. and M. Kevin Linch, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement or any registration statement for this offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Tommy A. Valenta	President, Chief Executive Officer and Director (Principal Executive Officer)	September 13, 2005
Tommy A. Valenta
/s/ J. Celtyn Hughes	Vice President and Chief Financial Officer (Principal Financial Officer)	September 13, 2005
J. Celtyn Hughes
/s/ M. Kevin Linch	Vice President and Controller (Principal Accounting Officer)	September 13, 2005
M. Kevin Linch
/s/ James M. Hoak, Jr.	Chairman of the Board and Director	September 13, 2005
James M. Hoak, Jr.
/s/ Eugenio Clariond	Director	September 5, 2005
Eugenio Clariond
/s/ Ronald J. Gafford	Director	September 13, 2005
Ronald J. Gafford

/s/ Joseph M. Grant	Director	September 9, 2005
Joseph M. Grant
/s/ Ian Wachtmeister	Director	September 5, 2005
Ian Wachtmeister
/s/ Elizabeth C. Williams	Director	September 7, 2005
Elizabeth C. Williams

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the State of Oklahoma, on August 31, 2005.

CHAPARRAL STEEL INVESTMENTS, INC.
By:	/s/ J. Celtyn Hughes
	J. Celtyn Hughes
	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints J. Celtyn Hughes, Robert E. Crawford, Jr., Cary D. Baetz and M. Kevin Linch, and each or either one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement or any registration statement for this offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ J. Celtyn Hughes	President and Director (Principal Executive Officer)	August 31, 2005
J. Celtyn Hughes
/s/ Cary D. Baetz	Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)	August 31, 2005
Cary D. Baetz
/s/ M. Kevin Linch	Vice President, Controller and Director (Principal Accounting Officer)	August 31, 2005
M. Kevin Linch
/s/ Robert E. Crawford, Jr.	Director	September 4, 2005
Robert E. Crawford, Jr.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the State of Oklahoma, on August 31, 2005.

CHAPARRAL (VIRGINIA) INC.
By:	/s/ J. Celtyn Hughes
	J. Celtyn Hughes
	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints J. Celtyn Hughes, Robert E. Crawford, Jr., Cary D. Baetz and M. Kevin Linch, and each or either one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement or any registration statement for this offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ J. Celtyn Hughes	President and Director (Principal Executive Officer)	August 31, 2005
J. Celtyn Hughes
/s/ Cary D. Baetz	Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)	August 31, 2005
Cary D. Baetz
/s/ M. Kevin Linch	Vice President, Controller and Director (Principal Accounting Officer)	August 31, 2005
M. Kevin Linch
/s/ Robert E. Crawford, Jr.	Director	September 4, 2005
Robert E. Crawford, Jr.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the State of Oklahoma, on August 31, 2005.

AMERICAN MATERIALS TRANSPORT, INC.
By:	/s/ J. Celtyn Hughes
	J. Celtyn Hughes
	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints J. Celtyn Hughes, Robert E. Crawford, Jr., Cary D. Baetz and M. Kevin Linch, and each or either one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement or any registration statement for this offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ J. Celtyn Hughes	President and Director (Principal Executive Officer)	August 31, 2005
J. Celtyn Hughes
/s/ Cary D. Baetz	Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)	August 31, 2005
Cary D. Baetz
/s/ M. Kevin Linch	Vice President, Controller and Director (Principal Accounting Officer)	August 31, 2005
M. Kevin Linch
/s/ Robert E. Crawford, Jr.	Director	September 4, 2005
Robert E. Crawford, Jr.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the State of Oklahoma, on August 31, 2005.

CHAPARRAL STEEL HOLDINGS, LLC
By:	/s/ J. Celtyn Hughes
	J. Celtyn Hughes
	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints J. Celtyn Hughes, Robert E. Crawford, Jr., Cary D. Baetz and M. Kevin Linch, and each or either one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement or any registration statement for this offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ J. Celtyn Hughes	President and Manager (Principal Executive Officer)	August 31, 2005
J. Celtyn Hughes
/s/ Cary D. Baetz	Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)	August 31, 2005
Cary D. Baetz
/s/ M. Kevin Linch	Vice President, Controller and Manager (Principal Accounting Officer)	August 31, 2005
M. Kevin Linch
/s/ Robert E. Crawford, Jr.	Manager	September 4, 2005
Robert E. Crawford, Jr.
	Manager
John J. Koach

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the State of Oklahoma, on August 31, 2005.

CHAPARRAL STEEL TRUST
By:	/s/ J. Celtyn Hughes
	J. Celtyn Hughes
	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints J. Celtyn Hughes, Robert E. Crawford, Jr., Cary D. Baetz and M. Kevin Linch, and each or either one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement or any registration statement for this offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ J. Celtyn Hughes	Chairman, President and Managing Trustee (Principal Executive Officer)	August 31, 2005
J. Celtyn Hughes
/s/ Cary D. Baetz Cary D. Baetz	Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)	August 31, 2005
/s/ M. Kevin Linch	Vice President, Controller and Managing Trustee (Principal Accounting Officer)	August 31, 2005
M. Kevin Linch
/s/ Robert E. Crawford, Jr.	Managing Trustee	September 4, 2005
Robert E. Crawford, Jr.
	Managing Trustee
John J. Koach

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the State of Oklahoma, on August 31, 2005.

CHAPARRAL STEEL TEXAS, LLC
By:	/s/ J. Celtyn Hughes
	J. Celtyn Hughes
	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints J. Celtyn Hughes, Robert E. Crawford, Jr., Cary D. Baetz and M. Kevin Linch, and each or either one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement or any registration statement for this offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ J. Celtyn Hughes	President and Manager (Principal Executive Officer)	August 31, 2005
J. Celtyn Hughes
/s/ Cary D. Baetz	Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)	August 31, 2005
Cary D. Baetz
/s/ M. Kevin Linch	Vice President, Controller and Manager (Principal Accounting Officer)	August 31, 2005
M. Kevin Linch
/s/ Robert E. Crawford, Jr.	Manager	September 4, 2005
Robert E. Crawford, Jr.
	Manager
John J. Koach

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the State of Oklahoma, on August 31, 2005.

CHAPARRAL STEEL MIDLOTHIAN, LP
By:	CHAPARRAL STEEL TEXAS, LLC, its general partner
By:	/s/ J. Celtyn Hughes
	J. Celtyn Hughes
	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints J. Celtyn Hughes, Robert E. Crawford, Jr., Cary D. Baetz and M. Kevin Linch, and each or either one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement or any registration statement for this offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ J. Celtyn Hughes	President and Manager of Chaparral Steel Texas, LLC, general partner of the Registrant (Principal Executive Officer)	August 31, 2005
J. Celtyn Hughes
/s/ Cary D. Baetz Cary D. Baetz	Vice President, Treasurer and Assistant Secretary of Chaparral Steel Texas, LLC, general partner of the Registrant (Principal Financial Officer)	August 31, 2005
/s/ M. Kevin Linch M. Kevin Linch	Vice President, Controller and Manager of Chaparral Steel Texas, LLC, general partner of the Registrant (Principal Accounting Officer)	August 31, 2005
/s/ Robert E. Crawford, Jr.	Manager of Chaparral Steel Texas, LLC, general partner of the Registrant	September 4, 2005
Robert E. Crawford, Jr.
	Manager of Chaparral Steel Texas, LLC, general partner of the Registrant
John J. Koach

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the State of Oklahoma, on August 31, 2005.

TXI STAR RECYCLING LP
By:	CHAPARRAL STEEL TEXAS, LLC, its general partner
By:	/s/ J. Celtyn Hughes
	J. Celtyn Hughes
	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints J. Celtyn Hughes, Robert E. Crawford, Jr., Cary D. Baetz and M. Kevin Linch, and each or either one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement or any registration statement for this offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ J. Celtyn Hughes	President and Manager of Chaparral Steel Texas, LLC, general partner of the Registrant (Principal Executive Officer)	August 31, 2005
J. Celtyn Hughes
/s/ Cary D. Baetz Cary D. Baetz	Vice President, Treasurer and Assistant Secretary of Chaparral Steel Texas, LLC, general partner of the Registrant (Principal Financial Officer)	August 31, 2005
/s/ M. Kevin Linch M. Kevin Linch	Vice President, Controller and Manager of Chaparral Steel Texas, LLC, general partner of the Registrant (Principal Accounting Officer)	August 31, 2005
/s/ Robert E. Crawford, Jr.	Manager of Chaparral Steel Texas, LLC, general partner of the Registrant	September 4, 2005
Robert E. Crawford, Jr.
	Manager of Chaparral Steel Texas, LLC, general partner of the Registrant
John J. Koach

EX-3.4

Exhibit 3.4

RESTATED CERTIFICATE OF

INCORPORATION

OF

CHAPARRAL STEEL COMPANY

(now known as Chaparral Steel Investments, Inc.)

Chaparral Steel Company, a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows;

I. Chaparral Steel Company was originally incorporated under the same name, and the original Certificate of Incorporation of the corporation was filed with the Secretary of State of the State of Delaware on July 19, 1973.

II. Pursuant to Sections 242 and 245 of the Delaware General Corporation Law this Restated Certificate of Incorporation restates and integrates and further amends the provisions of the Certificate of Incorporation of the corporation.

III. This Restated Certificate of Incorporation further amends the Certificate of Incorporation of the corporation to reclassify the Common Stock of the corporation. The reclassification shall be effected as follows: each of the 4,500,000 shares of Common Stock, $1.00 par value per share, of the corporation outstanding immediately prior to the effectiveness hereof shall be exchanged for 5-1/3 shares of Common Stock of the corporation, $0.10 par value per share. No share of any series of the Preferred Stock of the corporation was outstanding at the time of the effectiveness hereof.

IV. The text of the Restated Certificate of Incorporation as heretofore amended or supplemented is hereby restated and further amended to read in its entirety as follows:

First. The name of the corporation is CHAPARRAL STEEL COMPANY.

Second. Its registered office in the State of Delaware is located at 1209 Orange Street, in the City of Wilmington, County of New Castle. The name and address of its registered agent is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

Third. The purpose of the corporation is to conduct all actions necessary to produce steel and other related products and to engage in any other lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

Fourth. The total number of shares of all classes of stock which the corporation is authorized to issue is Fifty Million Five Hundred Thousand (50,500,000) shares, of which Fifty Million (50,000,000) shares are Common Stock of the par value of Ten Cents ($0.10) each and Five Hundred Thousand (500,000) shares are Preferred Stock (hereinafter sometimes referred to as the Preferred Stock) of the par value of One Cent ($0.01) each. The designations and powers, preferences and rights, and the qualifications, limitations or restrictions of the shares of each class of stock are as follows:

1

PREFERRED STOCK

1. The Preferred Stock may be issued from time to time in one or more series, each of such series to have such voting powers, designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof, as are stated and expressed in a resolution or resolutions, providing for the issue of such series, adopted by the Board of Directors as hereinafter provided.

2. Authority is hereby expressly granted to the Board of Directors, subject to the provisions hereof, to authorize one or more series of Preferred Stock and with respect to each series, to fix by resolution or resolutions providing for the issue of such series:

(a) The number of shares to constitute such series and the distinctive designation thereof;

(b) The annual rate of dividend on the shares of such series, and, if cumulative, the date or dates from which dividends shall accumulate;

(c) Whether or not the shares of such series shall be redeemable, and, if redeemable, the price which the shares of such series shall be entitled to receive upon the redemption thereof;

(d) Whether or not the shares of such series shall be subject to the operation of retirement or sinking funds to be applied to the purchase or redemption of such shares for retirement and, if such retirement or sinking funds be established, the annual amount thereof and the terms and provisions relative to the operation thereof;

(e) Whether or not the shares of such series shall be convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the corporation and the conversion price or prices or the rate or rates at which such exchange may be made, with such adjustments, if any, as shall be stated and expressed or provided in such resolution or resolutions;

(f) The amount which the shares of such series shall be entitled to receive upon the voluntary or involuntary liquidation, dissolution or winding up of the corporation;

(g) The voting power, if any, of the shares of such series; and

(h) Such other special rights and protective provisions as the Board of Directors may deem advisable.

3. So long as any cumulative Preferred Stock shall remain outstanding, unless dividends on all outstanding shares of cumulative Preferred Stock, at the annual rate and from the dates fixed for the accumulation thereof, shall have been paid, or declared and set apart for payment, no dividends (other than dividends payable in Common Stock) shall be paid upon, nor shall any distribution be made on the Common Stock, and no Common Stock shall be purchased or otherwise acquired for value by the corporation.

2

4. Shares of Preferred Stock of the corporation which have been redeemed or converted, or which have been issued and reacquired in any manner and retired, shall have the status of authorized and issued Preferred Stock and may be reissued by the Board of Directors as shares of the same or any other series, unless otherwise provided with respect to any series in the resolution or resolutions of the Board of Directors creating such series.

COMMON STOCK

1. Subject to any prior rights and preferences of the Preferred Stock of any series, dividends may be paid upon the Common Stock as and when declared by the Board of Directors out of any funds legally available therefor.

2. Upon any liquidation, dissolution or winding up of the corporation, whether voluntary or involuntary, and subject to any prior rights and preferences of the Preferred Stock of any series, the remaining net assets of the corporation shall be distributed pro rata to the holders of the Common Stock.

3. Except as otherwise expressly provided herein or as fixed in any resolution or resolutions adopted by the Board of Directors as provided herein with respect to any series of the Preferred Stock and except as otherwise may be required by law, the holders of the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes, each holder of Common Stock being entitled to one vote for each share thereof held. The holders of a majority of the Common Stock of the corporation entitled to vote must be present in person or by proxy at each meeting of the stockholders to constitute a quorum, less than a quorum, however, having power to adjourn.

GENERAL

1. No holder of any stock of the corporation shall he entitled as a matter of right to purchase or subscribe for any part of any stock of the corporation, authorized by this certificate, or of any additional stock of any class to be issued by reason of any increase of the authorized stock of the corporation, or of any bonds, certificates of indebtedness, debentures or other securities convertible into stock of the corporation, but any stock authorized by this certificate or any such additional authorized issue of new stock or of securities convertible into stock may be issued and disposed of by the Board of Directors to such persons, firms, corporations or associations for such consideration and upon such terms and in such manner as the Board of Directors may in its discretion determine without offering any thereof on the same terms or on any terms to the stockholders then of record or to any class of stockholders.

2. The corporation shall be entitled to treat the person in whose name any share, right or option is registered as the owner thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in such share, right or option on the part of any other person, whether or not the corporation shall have notice thereof, save as may be expressly provided by the laws of the State of Delaware.

3. A director shall be fully protected in relying in good faith upon the books of account of the corporation or statements prepared by any of its officials as to the value and amount of the assets, liabilities and/or net profits of the corporation, or any other facts pertinent

3

to the existence and amount of surplus or other funds from which dividends might properly be declared and paid.

4. Without action by the stockholders, the shares of stock may be issued by the corporation from time to time for such consideration as may be fixed from time to time by the Board of Directors thereof, and any and all such shares so issued, the full consideration for which has been paid or delivered, shall, be deemed fully paid stock and not liable to any further call or assessment thereon, and the holder of such shares shall not be liable for any further call or assessment thereon, or for any other payment thereon.

Fifth. The minimum amount of capital with which the corporation will commence business is One Thousand and No/100 ($1,000.00) Dollars.

Sixth. The corporation is to have perpetual existence.

Seventh. The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatever.

Eighth. All corporate powers shall be exercised by the Board of Directors, except as otherwise provided by statute or by this Certificate of Incorporation.

The directors of the corporation shall be elected by the stockholders of the corporation at the time and in the manner specified in the Bylaws of the corporation; such election of directors need not be by ballot.

Ninth. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized:

1. To fix, determine and vary from time to time the amount to be maintained as surplus and the amount or amounts to be set apart as working capital.

2. To set apart out of any of the funds of the corporation available for dividends, a reserve or reserves for any proper purposes and/or to abolish any such reserve in the manner in which it was created.

3. By resolutions adopted by the majority of the entire Board of Directors, to make, amend, alter, change, add to or repeal the Bylaws of the corporation without any action on the part of the stockholders. The stockholders of the corporation shall not make, amend, alter, change, add to or repeal the Bylaws of the corporation, either directly or by way of amending the Certificate of Incorporation of this corporation, except by the affirmative vote of the holders of 75% or more of the combined voting power of the then outstanding shares of stock of all classes and series of the corporation entitled to vote generally in the election of directors, voting together as a single class, at a duly called meeting of the stockholders, provided that notice of the proposed change in the Bylaws is contained in the notice of the meeting. In addition to any requirement of law or any other provision of this Certificate of Incorporation or of the Bylaws of the corporation, the affirmative vote of the holders of 75% or more of the combined voting power of the then outstanding shares of stock of all classes and series of the corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to

4

amend, alter or repeal, or adopt any provision inconsistent with, this Section 3 of this Article Ninth.

4. To authorize and cause to be executed mortgages and liens without limit as to amount upon the real and personal property of the corporation, including after acquired property.

5. From time to time to determine whether and to what extent and at what times and places and under what conditions and regulations the books and accounts of this corporation or any of them other than the stock ledger, shall be open to the inspection of the stockholders, and no stockholder shall have any right to inspect any account or book or document of the corporation, except as conferred by law or authorized by resolution of the directors or of the stockholders.

6. To authorize the payment of compensation to the directors for services to the corporation, including fees for attendance at meetings of the Board of Directors and of any other committees of the corporation, and to determine the amount of such compensation and fees.

7. To sell, lease or exchange all of its property and assets, including its good will and its corporate franchises upon such terms and conditions and for such consideration which may be in whole or in part shares of stock in and/or other securities of any other corporation or corporations when and as authorized by the affirmative vote of the holders of a majority of the stock issued and outstanding having voting power given at a stockholders’ meeting duly called for that purpose or when authorized by the written consent of the holders of a majority of the voting stock issued and outstanding.

8. The corporation may in its Bylaws confer powers additional to the foregoing upon the directors, in addition to the powers and authorities expressly conferred upon them by law.

Tenth. A director of the corporation shall not be disqualified by his office from dealing or contracting with the corporation, either as a vendor, purchaser or otherwise, nor shall any transaction or contract between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers, are directors or officers, or have a financial interest, be void or voidable solely for this reason, or solely because the director or officer is present at or participates in a meeting of the Board of Directors or committee which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose if:

1. the material facts as to his relationship or interest and as to the contract or transaction are disclosed or known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

2. the material facts as to his relationship or interest and as to the contract or transaction are disclosed or known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by a vote of the stockholders; or

5

3. the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee or the stockholders.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

Nothing herein contained shall create liability in the events above described or prevent the authorization, ratification or approval of such transactions or contracts in any other manner permitted by law.

Any contract, transaction or act of the corporation or of the Board of Directors which shall be ratified by the stockholders entitled to vote thereon at any annual meeting or at any special meeting called for that purpose shall be as valid and binding as though ratified by every stockholder of the corporation; provided, however, that any failure of the stockholders to approve or ratify such contract, transaction or act when and if submitted, shall not be deemed in any way to invalidate the same or to deprive the corporation, its directors or officers of their right to proceed with such contract, transaction or action.

It is hereby expressly provided that the directors and officers and former directors and officers of the corporation shall be fully protected and indemnified against any personal liability to others that may arise by reason of any of their actions taken in good faith on behalf or for the benefit of the corporation to the full extent permitted by the laws of the State of Delaware.

Directors and former directors of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except (i) for any breach of the director’s or former director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) in respect of certain unlawful dividend payments or stock redemptions or repurchases under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director or former director derived an improper personal benefit.

Eleventh. Any action required or permitted to be taken by the stockholders of the corporation must be effected at a duly called annual or special meeting of stockholders of the corporation and may not be effected by any consent in writing by such stockholders. In addition to any requirement of law or any other provision of this Certificate of Incorporation or of the Bylaws of the corporation, the affirmative vote of the holders of 75% or more of the combined voting power of the then outstanding shares of stock of all classes and series of the corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend, alter or repeal, or adopt any provision inconsistent with, this Article Eleventh.

Twelfth. If the Bylaws so provide, the stockholders and directors shall have power to hold their meetings, to have an office or offices and to keep the books of the corporation (subject to the provisions of the statute), outside the State of Delaware, at such places as may from time to time be designated by the Bylaws or by resolution of the directors.

6

Thirteenth. The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by law, and all rights conferred on officers, directors and stockholders herein are granted subject to this reservation.

Fourteenth. A. Except as set forth in Paragraph B. of this Article Fourteenth, the affirmative vote of the holders of 80% of the outstanding stock of the corporation entitled to vote shall be required for:

1. any merger or consolidation to which the corporation or any of its subsidiaries and an Interested Person (as hereinafter defined) are parties;

2. any sale or other disposition by the corporation, or any of its subsidiaries, of all or any substantial part of its assets to an Interested Person;

3. any purchase or other acquisition by the corporation, or any of its subsidiaries, of all or any substantial part of the assets of an Interested Person; and

4. any other transaction with an Interested Person which requires the approval of the stockholders of the corporation under the Delaware General Corporation Law, as in effect from time to time.

B. The provisions of Paragraph A. shall not be applicable to any transaction approved by vote of 80% of the Board of Directors if, at the time of the Board’s approval of such transaction, the Board included no director whose election had been effected by the vote of an Interested Person in opposition to the recommendation of a majority of the Continuing Directors (as hereinafter defined), and the transaction provides that the stockholders receive for their shares cash or other consideration equal to, or greater than, the highest price paid by an Interested Person for any shares of the corporation (including brokerage commissions and/or soliciting dealers’ fees).

C. As used in this Article Fourteenth the term “Interested Person” shall mean any person, firm or corporation, or any group thereof acting or intending to act in concert, including any person directly or indirectly controlling or controlled by or under direct or indirect common control with such person, firm or corporation or group, which owns of record or beneficially, directly or indirectly, 5% or more of any class of voting securities of the corporation.

D. As used in this Article Fourteenth the term “Continuing Director” shall mean any member of the Board of Directors of the corporation who is unaffiliated with the Interested Person and was a member of the Board of Directors prior to the time the Interested Person became an Interested Person, and any successor of a Continuing Director that is recommended to succeed a Continuing Director by a majority of the Continuing Directors then on the Board of Directors of the corporation.

E. The Board of Directors of the corporation shall have full power and authority to interpret, construe and apply the provisions of this Article Fourteenth.

7

F. The affirmative vote of the holders of 80% of the outstanding stock of the corporation entitled to vote shall be required to amend, alter or repeal this Article Fourteenth.

G. For purposes of any vote required by this Article Fourteenth, all classes of voting stock of the corporation shall be considered as one class.

IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been signed under the seal of the corporation this 24^th day of May, 1988.

CHAPARRAL STEEL COMPANY
By:	/s/ Richard M. Fowler
Title:	President

[Seal]

Attest:

/s/ Robert C. Moore

Secretary

8

EX-3.5

Exhibit 3.5

CERTIFICATE OF MERGER

OF TEXAS INDUSTRIES ACQUISITION INC.

WITH AND INTO CHAPARRAL STEEL COMPANY

(UNDER SECTION 251 OF THE GENERAL

CORPORATION LAW OF DELAWARE)

Chaparral Steel Company, a Delaware corporation hereby certifies that:

ARTICLE 1

The name and state of incorporation of each of the constituent corporations is;

(a) Chaparral Steel Company, a Delaware corporation; and

(b) Texas Industries Acquisition Inc., a Delaware corporation.

ARTICLE 2

An agreement and plan of merger (“Agreement and Plan of Merger”) has been approved, adopted, certified, executed and acknowledged by Chaparral Steel Company and by Texas Industries Acquisition Inc., in accordance with the provisions of Section 251(c) of the General Corporation Law of Delaware.

ARTICLE 3

The surviving corporation is Chaparral Steel Company. The surviving corporation is a corporation of Delaware.

ARTICLE 4

The Certificate of Incorporation of Chaparral Steel Company shall be the Certificate of Incorporation of the surviving corporation.

ARTICLE 5

The executed Agreement and Plan of Merger is on file at the office of Chaparral Steel Company, at 300 Ward Road, Midlothian, Texas 76065-9651.

ARTICLE 6

A copy of the Agreement and Plan of Merger will be furnished by Chaparral Steel Company, on request and without cost, to any stockholder of any constituent corporation.

1

IN WITNESS WHEREOF, Chaparral Steel Company has caused this Certificate of Merger to be signed by Richard M. Fowler, its Vice President-Finance and Treasurer, and attested by Robert C. Moore, its Vice President, General Counsel and Secretary, on December 31, 1997.

CHAPARRAL STEEL COMPANY
By:	/s/ Richard M. Fowler
	Richard M. Fowler, Vice President-Finance and Treasurer

Attest:
By:	/s/ Robert C. Moore
	Robert C. Moore, Vice President, General Counsel and Secretary

2

EX-3.6

Exhibit 3.6

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

CHAPARRAL STEEL COMPANY, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY;

FIRST: That the Board of Directors of the Corporation, by the unanimous written consent of its members, filed with the minutes of the board, duly adopted resolutions setting forth a proposed amendment to the Restated Certificate of Incorporation of the Corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Board of Directors of the Corporation deems and declares to be advisable and proposes and recommends to the sole stockholder of the Corporation, Texas Industries, Inc., that Restated Certificate of Incorporation of the Corporation be amended by changing Article Fourth thereof so that, as amended, said Article shall be and read, in its entirety, as follows:

“Fourth. The total number of shares of all classes of stock which the corporation is authorized to issue is One Thousand (1,000) shares, all of which are Common Stock of the par value of Ten Cents ($0.10) each.”

SECOND: That thereafter, in accordance with section 228 of the General Corporation Law of the State of Delaware, the resolution of the Board of Directors of the Corporation was proposed to the sole stockholder of the Corporation and duly adopted by said stockholder as an amendment to the Restated Certificate of Incorporation.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said CHAPARRAL STEEL COMPANY has caused this certificate to be signed by Richard M. Fowler, its Vice President-Finance, this 23^rd day of November, 1998.

CHAPARRAL STEEL COMPANY
By:	/s/ Richard M. Fowler
	Richard M. Fowler
	Vice President-Finance

EX-3.7

Exhibit 3.7

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

CHAPARRAL STEEL COMPANY, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY;

FIRST: That the Board of Directors of the Corporation, by the unanimous written consent of its members, duly adopted resolutions setting forth a proposed amendment to the Restated Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and proposing and recommending to the sole stockholder of the Corporation, Texas Industries, Inc., that the Restated Certificate of Incorporation of the Corporation be so amended. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Restated Certificate of Incorporation of the Corporation be amended by changing Article First thereof so that, as amended, said Article shall be and read in its entirety as follows:

“First. The name of the Corporation shall be CHAPARRAL INVESTMENTS, INC.”

SECOND: That thereafter, in accordance with section 228 of the General Corporation Law of the State of Delaware, the resolution of the Board of Directors of the Corporation was proposed to the sole stockholder of the Corporation and duly adopted by unanimous written consent of said stockholder as an amendment to the Restated Certificate of Incorporation.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH: That the capital of the Corporation shall not be reduced under or by reason of said amendment.

IN WITNESS WHEREOF, said CHAPARRAL STEEL COMPANY has caused this certificate to be signed this 22^nd day of February, 2005.

CHAPARRAL STEEL COMPANY
By:	/s/ Richard M. Fowler
	Richard M. Fowler
	Executive Vice President-Finance

EX-3.8

Exhibit 3.8

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

CHAPARRAL INVESTMENTS, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY;

FIRST: That the Board of Directors of the Corporation, by the unanimous written consent of its members, duly adopted resolutions setting forth a proposed amendment to the Restated Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and proposing and recommending to the sole stockholder of the Corporation, Texas Industries, Inc., that the Restated Certificate of Incorporation of the Corporation be so amended. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Restated Certificate of Incorporation of the Corporation be amended by changing Article First thereof so that, as amended, said Article shall be and read in its entirety as follows:

“First. The name of the Corporation shall be CHAPARRAL STEEL INVESTMENTS, INC.”

SECOND: That thereafter, in accordance with section 228 of the General Corporation Law of the State of Delaware, the resolution of the Board of Directors of the Corporation was proposed to the sole stockholder of the Corporation and duly adopted by unanimous written consent of said stockholder as an amendment to the Restated Certificate of Incorporation.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH: That the capital of the Corporation shall not be reduced under or by reason of said amendment.

IN WITNESS WHEREOF, said CHAPARRAL INVESTMENTS, INC. has caused this certificate to be signed this 16^th day of June, 2005.

CHAPARRAL INVESTMENTS, INC.
By:	/s/ Richard M. Fowler
	Richard M. Fowler
	Executive Vice President-Finance

EX-3.9

Exhibit 3.9

BYLAWS

OF

CHAPARRAL STEEL COMPANY

(now known as Chaparral Steel Investments, Inc.)

SECTION 1. In addition to its principal office in the State of Delaware, the Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors shall from time to time determine.

SECTION 2. All annual meetings of the stockholders shall be held at the Corporation’s principal executive offices on the third Wednesday of October of each year or at such other time and place, within or without the State of Delaware, as the Board of Directors shall determine. All other meetings of the stockholders shall be held at such time and place, within or without the State of Delaware, as the Board of Directors shall determine. The time and place of each meeting of stockholders shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

SECTION 3. At the annual meeting of the stockholders of the Corporation the stockholders entitled to vote thereat shall elect by a plurality vote a Board of Directors, and may transact such other business as may properly be brought before the meeting.

SECTION 4. Special meetings of the stockholders of the Corporation may be held only upon the call of the Chairman of the Board, the President or a majority of the members of the Board of Directors. Such call shall state the time, place and purposes of the meeting.

SECTION 5. Notice of the time and place of every meeting of stockholders and of the business to be acted on at such meeting shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waives notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary.

SECTION 6. At least ten days before every election of Directors, a complete list of the stockholders entitled to vote at said election, arranged in alphabetical order, with the residence of each and the number of voting shares held by each, shall be prepared by the Secretary. Such list shall be open at the principal executive office of the Corporation for said ten days, to the examination of any stockholder, and shall be produced and kept at the time and place of election during the whole time thereof, and subject to the inspection of any stockholder who may be present.

SECTION 7. The holders of a majority of the stock of the Corporation issued and outstanding and having voting power present in person or represented by proxy shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute, by the Certificate of Incorporation, or by these Bylaws, but less than a quorum shall have power to adjourn any meeting from time to time without notice other than announcement at the meeting. The holders of a majority of the stock present and entitled to vote

at a duly qualified meeting of stockholders shall have power to act, unless the question is one upon which by express provision of the statutes or of the Certificate of Incorporation or of these Bylaws a different vote is required, in which case such express provision shall govern and control the decision of such question.

At any meeting of the stockholders, only such business shall be conducted as shall have been properly brought before such meeting. To be properly brought before any meeting of stockholders, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors of the Corporation, (b) otherwise properly brought before such meeting by or at the direction of the Board of Directors of the Corporation, or (c) otherwise properly brought before such meeting by a stockholder. For business to be properly brought before such meeting by a stockholder, the Secretary of the Corporation must have received written notice from the stockholder (i) in the case of an annual meeting, not less than 120 days prior to the anniversary date of the day the Corporation’s notice for the last annual meeting was sent to the stockholders; and (ii) in the case of a special meeting, not later than the close of business on the seventh day following the day on which public announcement of the date of such special meeting is made. Such stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before such meeting (w) a brief description of the business desired to be brought before such meeting and the reasons for conducting such business at such meeting, (x) the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business, (y) the class and number of shares of the securities of the Corporation which are beneficially owned by the stockholder, and (z) any material interest of the stockholder in such business. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at any meeting of the stockholders except in accordance with the procedures set forth in this Section 7.

SECTION 8. At every meeting of stockholders, each stockholder entitled to vote thereat shall be entitled to one vote for each share of stock having voting power registered in his name on the books of the Corporation, and may vote and otherwise act in person or by proxy appointed by an instrument in writing subscribed by such stockholder; but no proxy shall be voted upon more than three (3) years after its date unless such proxy provides for a longer period.

The order of business at each meeting of the stockholders of the Corporation shall be determined by the chairman of the meeting. The chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without being limited to, the dismissal of business not properly presented, the maintenance of order and safety, the establishing of limitations on the time allotted to questions or comments on matters before the meeting and on the affairs of the Corporation, the establishing of restrictions on entry to the meeting after the time prescribed for the commencement thereof and the declaring of the opening and closing of the voting polls.

SECTION 9. If the Corporation has two or more registered stockholders, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.

2

SECTION 10. The property and business of the Corporation shall be managed by a Board of not less than one Director. The initial Board shall be composed of one director, and thereafter the number of Directors shall be fixed and may be changed, from time to time, by resolution of the Board of Directors. Subject to the provisions of the Certificate of Incorporation, the Directors shall be elected at the annual meeting of the stockholders, except as provided in Section 11 of these Bylaws, and each Director elected shall hold office until his successor shall be elected and shall qualify. Directors need not be stockholders.

Only persons who are nominated in accordance with the procedures set forth in this Section 10 shall be eligible for election as Directors of the Corporation. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders (a) by or at the direction of the Board of Directors of the Corporation or (b) by any stockholder of the Corporation entitled to vote for the election of Directors at such meeting who complies with the notice procedures set forth in this Section 10. Such nominations made by a stockholder shall be made pursuant to a written notice received by the Secretary of the Corporation (i) in the case of an annual meeting, not less than 120 days prior to the anniversary date of the day the Corporation’s notice for the last annual meeting was sent to the stockholders, and (ii) in the case of a special meeting at which one or more Directors are to be elected, not later than the close of business on the seventh day following the day on which public announcement of the date of such special meeting is made. Such stockholder’s notice to the Secretary shall set forth (a) the name and address, as they appear on the Corporation’s books, of the stockholder who intends to make the nomination, (b) the name, occupation and business and residence addresses of each person whom the stockholder intends to nominate, (c) the class and number of shares of the securities of the Corporation which are beneficially owned by the stockholder, (d) a description of all arrangements and understandings between the stockholder and each person the stockholder intends to nominate and each other person or persons, if any (naming such person or persons and stating the beneficial ownership of securities of the Corporation of each such person), pursuant to which the nomination or nominations will be made by the stockholder, (e) such additional information with respect to each nominee proposed by the stockholder as would have been required to be included in a proxy statement pursuant to the then effective proxy rules of the Securities and Exchange Commission had each such proposed nominee been nominated by the Board of Directors of the Corporation, (f) the stockholders’ representation that he or she intends to appear in person or by proxy at the meeting to nominate each such proposed nominee, and (g) the signed consent of each such proposed nominee to being nominated and to serving as a Director if elected. No person shall be eligible for election as a Director of the Corporation unless nominated in accordance with the procedures set forth in this Section 10.

SECTION 11. If any vacancies occur in the Board of Directors caused by death, resignation, retirement, disqualification or removal from office of any Director or otherwise, or any new directorship is created by any increase in the authorized number of Directors, a majority of the Directors then in office, though less than a quorum, may choose a successor or successors, or fill the newly created directorship, and the Director so chosen shall hold office only until the expiration of the term of his predecessor or, as to any new directorship, until the end of the term to which he is so chosen and until his successor shall be duly elected and qualified, unless sooner displaced.

SECTION 12. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the Chairman of the Board, the President or any two

3

Directors, and such meetings, whether regular or special, may be held either within or without the State of Delaware. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of Directors, provided that a meeting may be held without notice immediately after the annual stockholders meeting, and notice need not be given of regular meetings held at times fixed by resolution of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail, overnight delivery, fax or email to the usual business or residence address, fax number or email address, as applicable, of the Directors not less than the time above specified before the meeting shall be sufficient. One-half of the Directors, but in no case less than two Directors, shall constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors except as may be otherwise specifically provided by statute or by the Certificate of Incorporation or by these Bylaws.

SECTION 13. The Board of Directors shall have power to authorize the payment of compensation to the Directors for services to the Corporation, including fees for attendance at meetings of the Board of Directors and any committee thereof, and to determine the amount of such compensation and fees.

SECTION 14. The Board of Directors, as soon as may be after the election of Directors in each year, shall appoint the Chairman of the Board and the principal officers of the Corporation. The principal officers shall be a President, one or more Vice Presidents, a Secretary, a Treasurer and a Controller. In addition to the principal officers, the Board of Directors may from time to time appoint such other officers as they may deem proper. The subordinate officers may be one or more Vice Presidents, Assistant Vice Presidents, Assistant Treasurers, Assistant Secretaries and Assistant Controllers and such other officers as the Board of Directors may deem necessary, each of whom shall hold office for such period as the Board of Directors may from time to time determine. The Board of Directors may delegate to any principal officer the power to appoint, remove and determine the compensation of any other officers, subject to such ratification by the Board of Directors as may be required in any resolution delegating such authority to a principal officer. None of such officers (except for the Chairman of the Board) need be a member of the Board of Directors. Two or more offices, including offices of Chairman of the Board and President, may be held by the same person.

SECTION 15. The term of office of all officers shall be until the next election of Directors and until their respective successors are chosen and qualified, or until they shall die or resign, but any officer may be removed from office at any time by the Board of Directors. Vacancies in any office may be filled by the Board of Directors or, to the extent authority has been delegated pursuant to Section 14, by a principal officer.

SECTION 16. Except as otherwise provided by the Board of Directors, the President of the Corporation shall be the chief executive officer of the Corporation; provided that the Chairman of the Board shall preside at all meetings of the stockholders and Directors at which such officer is present. In the absence of the Chairman of the Board, at all meetings of the stockholders the President shall preside, and at all meetings of the Directors the Directors present shall elect one from their number to preside. The other officers of the Corporation shall have such powers and duties as usually pertain to their offices, except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

4

SECTION 17. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, including an Executive Committee. Each committee shall consist of two or more of the Directors of the Corporation, which to the extent provided in said resolution, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, and may have power to authorize the seal of the Corporation to be affixed to all papers which may require it, except no Committee may exercise the the power to: (i) fill vacancies in the Board, (ii) change the membership of or fill vacancies in any Committee, (iii) change the Bylaws, (iv) declare dividends, (v) issue stock, or (vi) approve, adopt or recommend to stockholders any actions required to be submitted to stockholders for a vote. Each committee shall have such name as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall continue in existence until the next annual election of Directors, unless sooner terminated by a resolution passed by a majority of the whole Board. The Board shall have the power at any time to change the membership of any committee and to fill vacancies in it. Each committee may appoint such subcommittees as it may deem necessary and may make rules for the conduct of its business, provided that such rules shall be consistent with law, the rules in these bylaws applicable to the Board of Directors and the resolution of the Board of Directors establishing the committee. A majority of the members of a committee shall constitute a quorum. The Board of Directors may appoint a Chairman of a committee from the members of the committee. If the Board of Directors does not appoint a Chairman of any committee, the members of the committee may select a chairman from among its members.

SECTION 18. Whenever under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, notice is required to be given to any Director or stockholder and the time or manner of giving such notice is not otherwise prescribed by the statutes or the Certificate of Incorporation or these Bylaws, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such Director or stockholder at such address as appears on the books of the Corporation, and such notice shall be deemed to be given at the time when the same shall be thus mailed. Whenever notice is required to be given, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

SECTION 19. Certificates of stock shall be of such form and device as the Board of Directors may elect and shall be signed by the Chairman of the Board, the President, or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, but where any such certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the Corporation and by a registrar, the signatures of any such officers of the Corporation may be facsimiles, engraved or printed.

SECTION 20. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person, or by attorney, on the surrender of the certificates therefor. The Board of Directors may appoint one or more transfer agents and registrars of the stock.

5

SECTION 21. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

SECTION 22. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its sole discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such sum as it may direct as indemnity against, or to indemnify the Corporation against, any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.

SECTION 23. The Board of Directors shall have the power to close the stock transfer books of the Corporation for a period not exceeding sixty (60) days preceding the date of any meeting of stockholders, or the date for payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect. In lieu of closing the stock transfer books as aforesaid, the Board of Directors is hereby authorized to fix in advance a date, not exceeding sixty (60) days preceding the date of any meeting of stockholders or the date for the payment of any dividend or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, as a record date for the determination of the stockholders entitled to notice of and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividends, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid.

SECTION 24. The Board of Directors is authorized to select such depositaries as it shall deem proper for the funds of the Corporation. All checks and drafts against such deposited funds shall be signed and countersigned by persons to be specified by the Board of Directors.

SECTION 25. The corporate seal of the Corporation shall be in such form as the Board of Directors shall prescribe. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

SECTION 26. The Corporation shall indemnify every person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, by reason of the fact that said person is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director,

6

officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement incurred by said person in connection with such action, suit or proceeding, to the full extent permitted by the Delaware General Corporation Law or any other applicable law in effect from time to time. Expenses (including attorneys’ fees) incurred by an officer or director in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such officer or director to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified as authorized in this Section. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. The indemnification provided in this Section shall not be deemed exclusive of any other right to which a person seeking indemnity may be entitled under any law (common or statutory), agreement, vote of stockholders or disinterested directors or otherwise, both as to action in said person’s official capacity and as to action in another capacity while holding office or while employed by or acting as agent for the Corporation, and shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the estate, heirs, executors and administrators of said person. All rights to indemnification under this Section shall be deemed to be a contract between the Corporation and each director, officer, employee or agent of the Corporation who serves or served in such capacity at any time while this Section is in effect. Any repeal or modification of this Section or any repeal or modification of relevant provisions of the Delaware General Corporation Law or any other applicable laws shall not in any way diminish any rights to indemnification of such director, officer, employee or agent of the Corporation hereunder. The Corporation may purchase and maintain insurance in such principal amounts as shall be approved by resolution of the Board of Directors of the Corporation from time to time on behalf of each said person against any liability asserted against and incurred by said person in any such aforesaid capacity, or arising out of said person’s status as such, to the full extent permitted by the Delaware General Corporation Law or any other applicable law in effect from time to time. If this Section or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director, officer, employee and agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the full extent permitted by any applicable portion of this Section that shall not have been invalidated and to the full extent permitted by applicable law.

SECTION 27. These Bylaws may be amended, altered, changed, added to or repealed by resolutions adopted by a majority of the entire Board of Directors or by resolutions adopted by the affirmative vote of the holders of 75 percent or more of the combined voting power of the then outstanding shares of stock of all classes and series of the corporation entitled to vote generally in the election of directors, voting together as a single class, at a duly called meeting of the stockholders, provided that notice of the proposed change in the Bylaws is contained in the notice of the meeting.

7

EX-3.10

Exhibit 3.10

CERTIFICATE OF INCORPORATION

OF

CHAPARRAL (VIRGINIA) INC.

1. The name of the corporation is CHAPARRAL (VIRGINIA) INC.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4. The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000); all of such shares shall be without par value.

5. The board of directors is authorized to make, alter or repeal the by-laws of the corporation. Election of directors need not be by written ballot.

6. The name and mailing address of the sole incorporator is:

M.C. Kinnamon

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

7. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

8. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 29^th day of December 1997.

/s/ M. C. Kinnamon

Sole Incorporator

EX-3.11

EXHIBIT 3.11

BYLAWS

OF

CHAPARRAL (VIRGINIA) INC.

* * *

ARTICLE I

OFFICES

SECTION 1. In addition to its principal office in the State of Texas, the corporation may also have offices at such other places both within and without the State of Texas as the Board of Directors shall from time to time determine.

ARTICLE II

ANNUAL MEETING OF SHAREHOLDERS

SECTION 1. All meetings of shareholders for the election of Directors shall be held in the City of Midlothian, State of Texas, at such place as may be fixed from time to time by the Board of Directors, or at such other place either within or without the State of Texas as shall be designated from time to time by the Board of Directors and as stated in the notice of the meeting or in a duly executed waiver of notice thereof.

SECTION 2. Annual Meetings of Shareholders, commencing with the year 1998, shall be held each year on the second Wednesday of October, if not a legal holiday, then on the next secular day following, at 10:30 a.m. in the forenoon, at which they shall elect, by a plurality vote, a Board of Directors, and transact such other business as may properly be brought before the meeting; provided, however, that the shareholders may, by a written agreement signed by the holders of all outstanding shares of stock entitled to general voting rights, establish a manner of election or selection of directors other than by a plurality vote during the term of such written agreement.

SECTION 3. Written or printed notice of every meeting of shareholders stating the place, day and hour, and purpose of the meeting shall be delivered to each shareholder of record entitled to vote at such meeting not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by the Secretary, the officer performing said duties or the persons calling the meeting.

SECTION 4. Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the State of Texas as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

SECTION 5. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the Chairman of the Board or any two (2) members of the Board of Directors, and shall be held at the request, in writing, of shareholders owning not less than one-half (1/2) of the entire capital stock having voting power.

- 1 -

SECTION 6. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

SECTION 7. At least ten (10) days before every election of directors, a complete list of shareholders entitled to vote at said election, arranged in alphabetical order, with the residence of each and the number of voting shares held by each, shall be prepared by the Secretary. Such list shall be open to the examination of any shareholder at the office of the corporation in the City of Midlothian, Texas for said ten (10) days, an shall be produced and kept at the time an place of election during the whole of the time thereof, subject to the inspection of any shareholder who may be present.

ARTICLE III

QUORUM AND VOTING OF STOCK

SECTION 1. The holders of a majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

SECTION 2. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power, present in person or represented by proxy, shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the statutes or of the Certificate of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

SECTION 3. Each outstanding share of stock having voting power shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. No proxy shall be valid after three (3) years from the date of its execution unless otherwise provided in such proxy. Each proxy shall be revocable unless expressly provided therein to be irrevocable or unless otherwise made irrevocable by law.

Subject to the provision set forth in Section 2 of Article II of these Bylaws, in all elections for directors, every shareholder entitled to vote shall have the right to vote, in person or by proxy, the number of shares of stock owned by him or her, for as many persons as there are directors to be elected and for whose election he or she has a right to vote, but there shall be no right to cumulative voting.

SECTION 4. Any action required to be taken at a meeting of shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

- 2 -

ARTICLE IV

DIRECTORS

SECTION 1. The property and business of the corporation shall be managed by a Board of not less than three (3) nor more than seven (7) directors. The first Board shall consist of three (3) directors. Thereafter, within the limits herein specified, the number of directors shall be fixed and may be changed, from time to time, by resolution of the Board of Directors or by the shareholders at the annual meeting. The Directors, other than the first Board of Directors, shall be elected at the annual meeting of shareholders, except as provided in Section 2 of this Article IV of these Bylaws, and each director elected shall hold office until his or her successor shall be elected and shall qualify. Directors need not be shareholders. The first Board of Directors shall hold office until the first annual meeting of shareholders, unless sooner removed by an affirmative vote of the majority of the issued and outstanding shares of stock entitled to vote on the elections of directors as hereinafter provided.

SECTION 2. Any vacancy occurring in the Board of Directors may be filled by affirmative vote of a majority of the authorized directors immediately prior to the occurrence of such vacancy. A director elected to fill a vacancy shall be elected for the unexpired portion of the term of his predecessor in office.

Any directorships to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the authorized number of directors immediately prior to any such increase. A director elected to fill a newly created directorship shall serve until the next succeeding annual meeting of shareholders and until his successor shall have been duly elected and qualified, unless sooner displaced.

Any director may be removed at any time, for cause or without cause, by an affirmative vote of the holders of a majority of the issued and outstanding shares of stock entitled to vote on the elections of directors.

SECTION 3. The business affairs of the corporation shall be managed by its Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the shareholders.

SECTION 4. The directors may keep the books of the corporation, except such as are required by law to be kept within or without the State of Texas, at such place or places as they from time to time determine.

SECTION 5. The Board of Directors shall have power to authorize the payment of compensation to the directors for services to the corporation, including fees for attendance at meetings of the Board of Directors, of the Executive Committee and of other committees and to determine the amount of such compensation and fees.

- 3 -

ARTICLE V

MEETINGS OF THE BOARD OF DIRECTORS

SECTION 1. The first meeting of each newly elected Board of Directors shall be held at the same place as the annual meeting of the shareholders immediately after such meeting or at such other time and place specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the Directors.

SECTION 2. Meetings of the Board of Director shall be held at the times fixed by resolutions of the Board and at other times upon call of the Chairman of the Board or any two (2) directors and such meetings, whether regular or special, may be held either within or without the State of Texas. The Secretary or officer performing said duties shall give reasonable notice (which shall be at least, but need not in any event exceed ten (10) days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual meting of shareholders, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all directors are present or if those not present sign written waivers of notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the then authorized directors shall constitute a quorum for the transaction of business and the act of a majority of the then authorized directors shall be the act of the Board of Directors.

SECTION 3. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

SECTION 4. Any action required or permitted to be taken at any meeting of the Board of Directors, or any committee thereof, may be taken without a meeting if all members of the Board, or such committee, consent thereto in writing and the writing or writings are filed with the minutes of the proceedings of the Board or committee.

ARTICLE VI

EXECUTIVE COMMITTEE

SECTION 1. The Board of Directors may, by resolution adopted by a majority of the whole then authorized Board, appoint an Executive Committee to consist of the Chairman of the Board and such number of the directors as the majority of the whole of said Board may from time to time determine, which committee, to the extent provided in such resolution, shall have and exercise all of the authority of the Board of Directors in the management of the corporation, except as otherwise required by law. Vacancies in the membership of the Committee shall be filled by a majority of the whole said Board at a regular or special meeting of the Board of Directors. The Executive Committee shall keep regular minutes of its proceedings and report the same to the Board when required.

- 4 -

ARTICLE VII

NOTICES

SECTION 1. Whenever, under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States Postal Service. Notice to any director or shareholder may also be given by telegram or delivered in person.

SECTION 2. Whenever any notice for whatever reason is required to be given under the provisions of the statutes or under the provisions of the Certificate of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE VIII

OFFICERS

SECTION 1. The Board of Directors, as soon as may be after the election of directors in each year, shall elect a President, one or more Vice Presidents, a Secretary and a Treasurer, and may from time to time elect a Chairman of the Board and such other officers as they may deem proper. None of such officers (except for the Chairman of the Board) need be a member of the Board of Directors. The Board of Directors may appoint from the members of the Executive Committee, a Chairman of the Executive Committee, if they shall have established as Executive Committee pursuant to Article VI of these Bylaws.

SECTION 2. The officers of the corporation shall hold office until their successors are elected and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time with or without cause by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.

SECTION 3. The Board of Directors may authorize the execution of contracts of employment between the corporation and one (1) or more of the officers of the corporation. Removal of any such officer from his or her office without cause by the directors shall not of itself affect any right to compensation which such removed officer may have under such contract.

The Chairman of the Board

SECTION 4. The Chairman of the Board shall preside at all meetings of the shareholders and directors, including meeting of the Executive Committee, at which such officer is present.

- 5 -

The Chairman of the Executive Committee

SECTION 5. The Chairman of the Executive Committee, if such office shall have been filled by the Board of Directors, shall, in the absence of the Chairman of the Board, preside at all meetings of the shareholders and directors.

The President

SECTION 6. Except as otherwise provided by the Board of Directors, the President shall be the chief executive officer of the corporation and shall have, within the limitations and subject to the procedures established from time to time by resolution of the Board of Directors, general and active management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.

The Vice Presidents

SECTION 7. The Vice President, if there shall be one, or if there shall be more than one, the Vice Presidents, in the order determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

The Secretary and Assistant Secretaries

SECTION 8. The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all the proceedings of such meetings in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He or she shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he or she shall be. He or she shall have custody of the corporate seal of the corporation and he, she, or an Assistant Secretary, shall have the authority to affix the same to any instrument requiring it and when so affixed it may be attested by his or her signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

SECTION 9. The Assistant Secretary, or if there be more than one, the Assistant Secretaries, in the order determined by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

The Treasurer and Assistant Treasurers

SECTION 10. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

- 6 -

SECTION 11. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the corporation.

SECTION 12. If required by the Board of Directors, the Treasurer shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his or her office and for the restoration to the corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, moneys and other property of whatever kind in his or her possession or under his control belonging to the corporation.

SECTION 13. The Assistant Treasurer, or, if there shall be more than one, the Assistant Treasurers, in the order determined by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE IX

CERTIFICATES FOR SHARES

SECTION 1. The shares of the corporation shall be represented by certificates signed by the President or a Vice President and the Secretary or an Assistant Secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof.

When the corporation is authorized to issue shares of more than one class, every certificate shall set forth upon the face or back of such certificate a statement of the designations, preferences, limitations and relative rights of the shares of each class authorized to be issued, as required by the laws of the State of Delaware.

SECTION 2. The signatures of the officers of the corporation upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon any such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he or she were such officer at the date of its issue.

Lost Certificates

SECTION 3. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the Board of Directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

- 7 -

Transfer of Shares

SECTION 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.

Closing of Transfer Books

SECTION 5. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty (50) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for a least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix, in advance, a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty (50) days and, in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Registered Shareholders

SECTION 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or inters in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

ARTICLE X

GENERAL PROVISIONS

Dividends

SECTION 1. Subject to the provisions of the Certificate of Incorporation relating thereto, if any, dividends may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to any provisions of the Certificate of Incorporation.

- 8 -

SECTION 2. Before payment of any dividend, there may be set aside, out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

Checks

SECTION 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Fiscal Year

SECTION 4. The fiscal year of the corporation shall begin on the first day of June in each year, unless otherwise provided by the Board of Directors.

Seal

SECTION 5. The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Reliance on Books and Statements

SECTION 6. A director shall be fully protected in relying in good faith upon the books of account of the corporation or statements prepared by any of its officials as to the value and amount of the assets, liabilities and/or net profits of the corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid.

Contracts - Interest of Director

SECTION 7. No contract or other transaction between the corporation and any other corporation and no other act of the corporation shall, in the absence of fraud, be invalidated or in any way affected by the fat that any of the director of the corporation are pecuniarily or otherwise interested in such contract, transaction or other act, or are directors or officers of such other corporation. Any director of the corporation, individually, or any firm or association of which any such director may be a member, may be a party to, or may be pecuniarily or otherwise interested in, any contract or transaction of the corporation, provided that the fact that he or she individually or such firm or association is so interested shall be disclosed or shall have been known to the Board of Directors; and any director of the corporation who is so interested may be counted in determining the existence of a quorum at any meeting of the Board of Directors which shall authorize any such contact or transaction, and may vote thereat to authorize any such contract or transaction with like force and effect as if he or she were not such director or officer of such other corporation or not so interested, every director of the corporation being hereby relieved from any disability which might otherwise prevent him or her from carrying out

- 9 -

transactions with or contracting with the corporation for the benefit of himself or herself or any firm, corporation, association, trust or organization in which or with which he or she may be in anywise interested or connected.

Any contract, transaction or act of the corporation or by the Board of Directors which shall be ratified by a majority of the shareholders entitled to vote at any annual meeting or at any special meeting called for that purpose shall be as valid and binding as though ratified by every shareholder of the corporation; provided, however, that any failure of the shareholders to approve or ratify such contract, transaction or act when and if submitted, shall not be deemed in any way to invalidate the same or to deprive the corporation, its directors or officers of their right to proceed with such contract, transaction or action.

Indemnification - Directors and Officers

SECTION 8. The corporation may indemnify every person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the corporation, by reason of the fact that said person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent or another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amount paid in settlement incurred by said person in connection with such action, suit or proceeding, to the full extent permitted by the laws of the State of Delaware in effect from time to time. The corporation shall have the right and power to purchase and maintain insurance in such principal amounts as shall be approved by resolution of the Board of Directors of the corporation from time to time on behalf of each said person against any liability asserted against and incurred by said person in any such aforesaid capacity, or arising out of said person’s status as such, to the full extent permitted by the laws of the State of Delaware in effect from time to time.

ARTICLE XI

AMENDMENTS

These Bylaws may be altered, amended or repealed or new Bylaws may be adopted at any regular or special meeting of shareholders, or of the directors, at which a quorum is present or represented, by the affirmative vote of a majority of the outstanding stock entitled to vote, or of a majority of the directors of the corporation, provided notice of the proposed alteration, amendment or repeal be contained in the notice of such meeting.

- 10 -

EX-3.12

Exhibit 3.12

CERTIFICATE OF INCORPORATION

OF

AMERICAN MATERIAL TRANSPORT, INC.

ARTICLE 1 - NAME

The name the of corporation is American Material Transport, Inc.

ARTICLE 2 - REGISTERED AGENT

The address of the corporation’s registered office in Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the corporation’s registered agent at such address is The Corporation Trust Company.

ARTICLE 3 - PURPOSE

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE 4 - CAPITAL STOCK

The total number of shares of stock that the corporation shall have the authority to issue is 1,000. All such shares shall have a par value of $.001, shall be of the same class and shall be designated as “common stock”.

ARTICLE 5 - INCORPORATOR

The name and mailing address of the sole incorporator is as follows:

Name: Cary D. Baetz Mailing Address: 300 Ward Road Midlothian, Texas 76065

ARTICLE 6 - INITIAL DIRECTORS

The number of directors constituting the initial Board of Directors is two. Thereafter, the number of directors constituting the Board of Directors shall be fixed by in accordance with the bylaws of the corporation. The following persons shall serve as the directors of the corporation until the first annual meeting of stockholders or until their successor are elected and qualify:

Name:	Address:
J. Celtyn Hughes	300 Ward Road Midlothian, Texas 76065

1

Name:	Address:
Joe E. Prusa	300 Ward Road Midlothian, Texas 76065
M. Kevin Linch	300 Ward Road Midlothian, Texas 76065

ARTICLE 7 - NO CUMULATIVE VOTING

Cumulative voting in the election of directors or otherwise is hereby expressly prohibited.

ARTICLE 8 - PRE-EMPTIVE RIGHTS DENIED

No stockholder shall have, as a stockholder of the corporation, any pre-emptive right to acquire, purchase or subscribe for the purchase of any and all additional issues of stock of the corporation or any or all classes or series thereof, or for any securities convertible into stock, whether now or hereafter authorized.

ARTICLE 9 - BYLAWS

The initial bylaws of the corporation shall be adopted by the Board of Directors. The power to alter, amend or repeal the bylaws or adopt new bylaws is vested in the Board of Directors, subject to the right of the stockholders to do the same.

ARTICLE 10 - INDEMNIFICATION

To the fullest extent permitted by the General Corporation Law of Delaware, as the same may be amended from time to time, the corporation shall indemnify any and all of its directors and officers, former directors and officers, and any person who may have served at the corporation’s request as director or officer of another corporation, partnership, joint venture, trust or other enterprise.

ARTICLE 11 - DIRECTOR LIABILITY

A Director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except for liability (i) for any breach of the Director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 or the Delaware General Corporation Law, or (iv) for any transaction from which the Director derived any improper personal benefit. If the Delaware

2

General Corporation Law is hereafter amended to authorize, with the approval of a corporation’s stockholders, further reductions in the liability of the corporation’s directors for breach of fiduciary duty, then a Director of the Corporation shall not be liable for any such breach to the fullest extent permitted by the Delaware General Corporation Law as so amended. Any repeal or modification of the foregoing provisions of this Article 7 by the stockholders of the Corporation shall not adversely affect any right or protection of a Director of the Corporation existing at the time of such repeal or modification.

ARTICLE 12 - AMENDMENTS

The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereinafter prescribed by statue, and all rights conferred upon stockholders herein are granted subject to this reservation.

IN WITNESS WHEREOF, I, the undersigned, for the purpose of forming a corporation under the Laws of the State of Delaware, do make, fie and record this Certificate, and do certify that the facts stated herein are true, and I have accordingly hereunto set my hand this 5^th day of May, 2005.

By:	/s/ Cary D. Baetz
	(Incorporator)
Name:	Cary D. Baetz

3

EX-3.13

Exhibit 3.13

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

BEFORE PAYMENT OF CAPITAL

OF

AMERICAN MATERIAL TRANSPORT, INC.

We, the undersigned, being all of the directors of AMERICAN MATERIAL TRANSPORT, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DO HEREBY CERTIFY.

FIRST: That Article 1 of the Certificate of Incorporation be and it hereby is amended to read as follows:

“The name of corporation is American Materials Transport, Inc.”

SECOND: That the corporation has not received any payment for any of its stock.

THIRD: That the amendment was duly adopted in accordance with the provisions of section 241 of the General Corporation Law of the State of Delaware.

FOURTH: That, except as otherwise set forth in this Amendment, the terms set forth in the Certificate of Incorporation filed on May 6, 2005 shall remain in full force and effect and are hereby ratified.

IN WITNESS WHEREOF, we have signed this certificate this 16^th day of May, 2005.

Director:	/s/ J. Celtyn Hughes	Director:	/s/ Joe E. Prusa
	J. Celtyn Hughes		Joe E. Prusa
Date: May 19, 2005		Date: May 21, 2005
Director:	/s/ M. Kevin Linch
	M. Kevin Linch
Date: May 19, 2005

EX-3.14

Exhibit 3.14

BYLAWS

OF

AMERICAN MATERIALS TRANSPORT, INC.

TABLE OF CONTENTS

		Page
ARTICLE 1 - OFFICES
Section 1.1	Registered Office	1
Section 1.2	Other Offices	1
ARTICLE 2 - MEETINGS OF STOCKHOLDERS
Section 2.1	Place of Meetings	1
Section 2.2	Annual Meeting	1
Section 2.3	Special Meetings	1
Section 2.4	Notice	1
Section 2.5	Voting List	2
Section 2.6	Quorum	2
Section 2.7	Adjourned Meeting	2
Section 2.8	Required Vote	3
Section 2.9	Proxies	3
Section 2.10	Record Date	4
Section 2.11	Action By Remote Communication	4
Section 2.12	Action Without Meeting	5
Section 2.13	Inspectors of Elections	6
ARTICLE 3 - DIRECTORS
Section 3.1	Management	6
Section 3.2	Number; Election	6
Section 3.3	Change in Number	7
Section 3.4	Removal; Resignation	7
Section 3.5	Vacancies and Newly Created Directorships	7
Section 3.6	Cumulative Voting Prohibited	7
Section 3.7	Place of Meetings	7
Section 3.8	First Meetings	7
Section 3.9	Regular Meetings	7
Section 3.10	Special Meetings	7
Section 3.11	Quorum	8
Section 3.12	Action Without Meeting; Telephone Meetings	8
Section 3.13	Chairman of the Board	8
Section 3.14	Compensation	8
ARTICLE 4 - COMMITTEES
Section 4.1	Designation	8
Section 4.2	Number; Term	8
Section 4.3	Authority	9
Section 4.4	Committee Changes; Removal	9
Section 4.5	Alternate Members; Acting Members	9
Section 4.6	Regular Meetings	9

i

TABLE OF CONTENTS

(Continued)

		Page
Section 4.7	Special Meetings	9
Section 4.8	Quorum; Majority Vote	9
Section 4.9	Minutes	10
Section 4.10	Compensation	10
ARTICLE 5 - NOTICES
Section 5.1	Method	10
Section 5.2	Waiver	11
Section 5.3	Exception to Notice Requirement	11
ARTICLE 6 - OFFICERS
Section 6.1	Officers	11
Section 6.2	Election	11
Section 6.3	Compensation	11
Section 6.4	Removal and Vacancies	12
Section 6.5	President	12
Section 6.6	Vice Presidents	12
Section 6.7	Secretary	12
Section 6.8	Assistant Secretaries	12
Section 6.9	Treasurer	12
Section 6.10	Assistant Treasurers	13
ARTICLE 7 - CERTIFICATES REPRESENTING SHARES
Section 7.1	Certificates	13
Section 7.2	Legends	13
Section 7.3	Lost Certificates	13
Section 7.4	Transfer of Shares	13
Section 7.5	Registered Stockholders	14
ARTICLE 8 - INDEMNIFICATION
Section 8.1	Actions, Suits or Proceedings Other Than by or in the Right of the Corporation	14
Section 8.2	Actions or Suits by or in the Right of the Corporation	14
Section 8.3	Indemnification for Costs, Charges and Expenses of Successful Party	15
Section 8.4	Determination of Right to Indemnification	15
Section 8.5	Advance of Costs, Charges and Expenses	15
Section 8.6	Procedure for Indemnification	15
Section 8.7	Other Rights; Continuation of Right to Indemnification	16
Section 8.8	Construction	16
Section 8.9	Savings Clause	17

ii

TABLE OF CONTENTS

(Continued)

		Page
Section 8.10	Insurance	17
ARTICLE 9 - GENERAL PROVISIONS
Section 9.1	Dividends	18
Section 9.2	Reserves	18
Section 9.3	Authority to Sign Instruments	18
Section 9.4	Fiscal Year	18
Section 9.5	Seal	18
Section 9.6	Transactions with Directors and Officers	18
Section 9.7	Amendments	19
Section 9.8	Table of Contents; Headings	19

iii

BYLAWS

OF

AMERICAN MATERIALS TRANSPORT, INC.

ARTICLE 1

OFFICES

Section 1.1 Registered Office. The registered office and registered agent of American Materials Transport, Inc., a Delaware corporation (the “Corporation”), will be as from time to time set forth in the Corporation’s Certificate of Incorporation or in any certificate filed with the Secretary of State of the State of Delaware, and the appropriate County Recorder or Recorders, as the case may be, to amend such information.

Section 1.2 Other Offices. The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE 2

MEETINGS OF STOCKHOLDERS

Section 2.1 Place of Meetings. Meetings of stockholders for all purposes may be held at such time and place, either within or without the State of Delaware, as designated by the Board of Directors and as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. The Board of Directors may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211 of the Delaware General Corporation Law.

Section 2.2 Annual Meeting. An annual meeting of stockholders of the Corporation shall be held each calendar year at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice of such meeting. At such meeting, the stockholders shall elect directors and transact such other business as may properly be brought before the meeting.

Section 2.3 Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, the Certificate of Incorporation or these Bylaws, may be called by the President or the Board of Directors. Business transacted at all special meetings shall be confined to the purposes stated in the notice of the meeting.

Section 2.4 Notice. Written or printed notice stating the place, if any, date, and hour of each meeting of the stockholders, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. If such notice is sent by mail, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at the

stockholder’s address as it appears on the records of the Corporation. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the Corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Notice of any meeting of stockholders shall not be required to be given to any stockholder who shall attend such meeting in person or by proxy and shall not, at the beginning of such meeting, object to the transaction of any business because the meeting is not lawfully called or convened, or who shall, either before or after the meeting, submit a signed waiver of notice, in person or by proxy.

Section 2.5 Voting List. At least ten (10) days before each meeting of stockholders, the Secretary or other officer of the Corporation who has charge of the Corporation’s stock ledger, either directly or through another officer appointed by the Secretary or such other officer or through a transfer agent appointed by the Board of Directors, shall prepare a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time of the meeting and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

Section 2.6 Quorum. A majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at any meeting of stockholders, except as otherwise provided by statute, the Certificate of Incorporation or these Bylaws. The stockholders present at a duly constituted meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. If a quorum shall not be present at any meeting of stockholders, the stockholders entitled to vote thereat who are present, in person or by proxy, or, if no stockholder entitled to vote is present, any officer of the Corporation, may adjourn the meeting from time to time until a quorum shall be present.

Section 2.7 Adjourned Meeting. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting had a quorum been present. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

2

Section 2.8 Required Vote. In all matters other than the election of directors, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one on which, by express provision of statute, the Certificate of Incorporation or these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of the question.

Section 2.9 Proxies. (a) Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. Each proxy shall be filed with the Secretary of the Corporation prior to or at the time of the meeting.

(b) Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder as proxy pursuant to subsection (a) of this section, the following shall constitute a valid means by which a stockholder may grant such authority:

(1) A stockholder may execute a writing authorizing another person or persons to act for such stockholder as proxy. Execution may be accomplished by the stockholder or by an authorized officer, director, employee or agent of the stockholder signing such writing or causing such stockholder’s signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature.

(2) A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder. If it is determined that such telegrams, cablegrams or other electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information upon which they relied.

(c) Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to subsection (b) of this section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

3

(d) A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

Section 2.10 Record Date. (a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by statute or these Bylaws, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Such delivery shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by statute or these Bylaws, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such payment, exercise, or other action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 2.11 Action By Remote Communication. If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of

4

Directors may adopt, stockholders and proxy holders not physically present at a meeting of stockholders may, by means of remote communication: (i) participate in a meeting of stockholders and (ii) be deemed present in person and vote at a meeting of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (A) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxy holder, (B) the Corporation shall implement reasonable measures to provide such stockholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (C) if any stockholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

Section 2.12 Action Without Meeting. (a) Unless otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at a meeting of the stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Such consent or consents shall be delivered to the Corporation at its registered office in Delaware, at its principal place of business, or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

(b) Every written consent shall bear the date of signature of each stockholder who signs the written consent, and no consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered in the manner required by Section 2.12(a) to the Corporation, written consents signed by a sufficient number of stockholders to take action are delivered to the Corporation in the manner required by Section 2.12(a).

(c) A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxy holder, or by a person or persons authorized to act for a stockholder or proxy holder, shall be deemed to be written, signed and dated for the purposes of this Section 2.12, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the Corporation can determine: (i) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxy holder or by a person or persons authorized to act for the stockholder or proxy holder and (ii) the date on which such stockholder or proxy holder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the Corporation in the manner required by Section 2.12(a). Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission, may be otherwise delivered to the principal

5

place of business of the Corporation or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the Board of Directors of the Corporation.

(d) Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

(e) Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given by the Corporation to those stockholders who have not consented to the action in writing.

Section 2.13 Inspectors of Elections. The Board of Directors may, in advance of any meeting of stockholders, appoint one or more inspectors to act at such meeting or any adjournment thereof. If any of the inspectors so appointed shall fail to appear or act, the chairman of the meeting shall, or if inspectors shall not have been appointed, the chairman of the meeting may, appoint one or more inspectors. Each inspector, before entering upon the discharge of such inspector’s duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of such inspector’s ability. The inspectors shall determine the number of shares of capital stock of the Corporation outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, and the validity and effect of proxies and shall receive votes, ballots, or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots, or consents, determine the results, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the chairman of the meeting, the inspectors shall make a report in writing of any challenge, request, or matter determined by them and shall execute a certificate of any fact found by them. No director or candidate for the office of director shall act as an inspector of an election of directors. Inspectors need not be stockholders.

ARTICLE 3

DIRECTORS

Section 3.1 Management. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, who may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute, the Certificate of Incorporation or these Bylaws directed or required to be exercised or done by the stockholders. The Board of Directors shall keep regular minutes of its proceedings.

Section 3.2 Number; Election. The Board of Directors shall consist of one or more members as determined from time to time in accordance with these bylaws or by resolution of the Board of Directors. The directors shall be elected at the annual meeting of the stockholders, except as hereinafter provided, and each director elected shall hold office until such director’s successor is elected and qualified or until such director’s earlier resignation or removal. All elections of directors shall be by written ballot unless otherwise provided in the Certificate of Incorporation. If authorized by the Board of Directors, a ballot may be submitted by electronic

6

transmission, provided that any such electronic transmission must either set forth, or be submitted with, information from which it can be determined that the electronic transmission was authorized by the stockholder or proxy holder.

Section 3.3 Change in Number. The number of directors constituting the whole Board of Directors may be fixed from time to time in a resolution adopted by the Board of Directors, or, if no such resolution has been adopted, the number of directors constituting the whole Board of Directors shall be the same as the number of directors of the initial Board of Directors as set forth in the Certificate of Incorporation. No decrease in the number of directors constituting the whole Board of Directors shall have the effect of shortening the term of any incumbent director.

Section 3.4 Removal; Resignation. Any director or the entire Board of Directors may be removed, with or without cause, by the affirmative vote of the holders of a majority of the shares then entitled to vote at an election of directors. Any director may resign at any time upon notice given in writing or by electronic transmission to the Corporation.

Section 3.5 Vacancies and Newly Created Directorships. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Each director so chosen shall hold office until the first annual meeting of stockholders held after such director’s election and until such director’s successor is elected and qualified or until such director’s earlier resignation or removal. If at any time there are no directors in office, an election of directors may be held in the manner provided by statute. Except as otherwise provided in these Bylaws, when one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in these Bylaws with respect to the filling of other vacancies.

Section 3.6 Cumulative Voting Prohibited. Cumulative voting shall be prohibited.

Section 3.7 Place of Meetings. The directors of the Corporation may hold their meetings, both regular and special, either within or without the State of Delaware.

Section 3.8 First Meetings. The first meeting of each newly elected Board of Directors shall be held without further notice immediately following the annual meeting of stockholders, and at the same place, unless by unanimous consent of the directors then elected and serving, such time or place shall be changed.

Section 3.9 Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board of Directors.

Section 3.10 Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President on twenty-four (24) hours’ notice to each

7

director, if by telecopier, electronic facsimile or hand delivery, or on three (3) days’ notice to each director, if by mail or by telegram. Except as may be otherwise expressly provided by law or the Certificate of Incorporation, neither the business to be transacted at, nor the purpose of, any special meeting need be specified in a notice or waiver of notice.

Section 3.11 Quorum. At all meetings of the Board of Directors, a majority of the total number of directors shall constitute a quorum for the transaction of business, and the vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or the Certificate of Incorporation. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 3.12 Action Without Meeting; Telephone Meetings. Any action required or permitted to be taken at a meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or such committee, respectively. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Such consent shall have the same force and effect as a unanimous vote at a meeting. Subject to applicable notice provisions and unless otherwise restricted by the Certificate of Incorporation, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in and hold a meeting by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute presence in person at such meeting, except where a person’s participation is for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 3.13 Chairman of the Board. The Board of Directors may elect a Chairman of the Board to preside at their meetings and to perform such other duties as the Board of Directors may from time to time assign to such person.

Section 3.14 Compensation. The Board of Directors may fix the compensation of the members of the Board of Directors at any time and from time to time. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE 4

COMMITTEES

Section 4.1 Designation. The Board of Directors may designate one or more committees.

Section 4.2 Number; Term. Each committee shall consist of one or more directors. The number of committee members may be increased or decreased from time to time by the Board of Directors. Each committee member shall serve as such until the earliest of (i) the

8

expiration of such committee member’s term as director, (ii) such committee member’s resignation as a committee member or as a director, or (iii) such committee member’s removal as a committee member or as a director.

Section 4.3 Authority. Each committee, to the extent expressly provided in the resolution of the Board of Directors establishing such committee, shall have and may exercise all of the authority of the Board of Directors in the management of the business and affairs of the Corporation except to the extent expressly restricted by statute, the Certificate of Incorporation or these Bylaws.

Section 4.4 Committee Changes; Removal. The Board of Directors shall have the power at any time to fill vacancies in, to change the membership of, and to discharge any committee. The Board of Directors may remove any committee member, at any time, with or without cause.

Section 4.5 Alternate Members; Acting Members. The Board of Directors may designate one or more directors as alternate members of any committee. Any such alternate member may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member.

Section 4.6 Regular Meetings. Regular meetings of any committee may be held without notice at such time and place as may be designated from time to time by the committee and communicated to all members thereof.

Section 4.7 Special Meetings. Special meetings of any committee may be held whenever called by the Chairman of the Committee, or, if the committee members have not elected a Chairman, by any committee member. The Chairman of the Committee or the committee member calling any special meeting shall cause notice of such special meeting, including therein the time and place of such special meeting, to be given to each committee member at least (i) twenty-four (24) hours before such special meeting if notice is given by telecopy, electronic facsimile or hand delivery or (ii) at least three days before such special meeting if notice is given by mail or by telegram. Neither the business to be transacted at, nor the purpose of, any special meeting of any committee need be specified in the notice or waiver of notice of any special meeting.

Section 4.8 Quorum; Majority Vote. At meetings of any committee, a majority of the number of members designated as the Committee by the Board of Directors shall constitute a quorum for the transaction of business. Alternate members and acting members shall be counted in determining the presence of a quorum. If a quorum is not present at a meeting of any committee, a majority of the members present may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum is present. The vote of a majority of the members, including alternate members and acting members, present at any meeting at which a quorum is present shall be the act of a committee, unless the act of a greater number is required by law or the Certificate of Incorporation.

9

Section 4.9 Minutes. Each committee shall cause minutes of its proceedings to be prepared and shall report the same to the Board of Directors upon the request of the Board of Directors. The minutes of the proceedings of each committee shall be delivered to the Secretary of the Corporation for placement in the minute books of the Corporation.

Section 4.10 Compensation. Committee members may, by resolution of the Board of Directors, be allowed a fixed sum and expenses of attendance, if any, for attending any committee meetings or a stated salary.

ARTICLE 5

NOTICES

Section 5.1 Method. (a) Whenever by statute, the Certificate of Incorporation, or these Bylaws, notice is required to be given to any stockholder, director or committee member, and no provision is made as to how such notice shall be given, personal notice shall not be required, and any such notice may be given (i) in writing, by mail, postage prepaid, addressed to such committee member, director, or stockholder at such stockholder’s address as it appears on the books or (in the case of a stockholder) the stock transfer records of the Corporation, or (ii) by any other method permitted by law (including, but not limited to, overnight courier service, facsimile telecommunication, electronic mail, telegram, telex, or telefax). Any notice required or permitted to be given by mail shall be deemed to be given when deposited in the United States mail as aforesaid. Any notice required or permitted to be given by overnight courier service shall be deemed to be given at the time delivered to such service with all charges prepaid and addressed as aforesaid.

(b) Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under any provision of the Delaware General Corporation Law, the Certificate of Incorporation, or these Bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any such consent shall be deemed revoked if: (i) the Corporation is unable to deliver by electronic transmission two (2) consecutive notices given by the Corporation in accordance with such consent and (ii) such inability becomes known to the Secretary or an Assistant Secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

(c) Notice given pursuant to Section 5.1(b) shall be deemed given: (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (iii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (iv) if by any other form of electronic transmission, when directed to the stockholder.

10

(d) An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the Corporation that the notice has been given, including by a form of electronic transmission, shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

Section 5.2 Waiver. Whenever any notice is required to be given to any stockholder, director, or committee member of the Corporation by law, the Certificate of Incorporation or these Bylaws, a written waiver thereof, signed by the person or persons entitled to such notice, or a waiver by electronic transmission by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to notice. Attendance of a stockholder, director, or committee member at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 5.3 Exception to Notice Requirement. The giving of any notice required under any provision of the Delaware General Corporation Law, the Certificate of Incorporation or these Bylaws shall not be required to be given to any stockholder to whom: (i) notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to such stockholder during the period between such two consecutive annual meetings, or (ii) all, and at least two, payments (if sent by first-class mail) of dividends or interest on securities during a twelve-month period, have been mailed addressed to such person at such person’s address as shown on the records of the Corporation and have been returned undeliverable. If any such stockholder shall deliver to the Corporation a written notice setting forth such stockholder’s then current address, the requirement that notice be given to such stockholder shall be reinstated. The exception provided for in this Section 5.3 to the requirement that notice be given shall not be applicable to any notice returned as undeliverable if the notice was given by electronic transmission.

ARTICLE 6

OFFICERS

Section 6.1 Officers. The officers of the Corporation shall be a President, one or more Vice Presidents (who shall rank in such order and who shall have such additional titles or designations, such as “Executive,” “Senior,” “First,” or “Second,” as may be determined from time to time by the Board of Directors), a Secretary, and a Treasurer. The Board of Directors may also choose a Chairman of the Board, additional Vice Presidents and one or more Assistant Secretaries and Assistant Treasurers. Any two or more offices may be held by the same person.

Section 6.2 Election. The Board of Directors at its first meeting after each annual meeting of stockholders shall elect the officers of the Corporation, none of whom need be a member of the Board, a stockholder or a resident of the State of Delaware. The Board of Directors may appoint such other officers and agents as it shall deem necessary, who shall be appointed for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

Section 6.3 Compensation. The compensation of all officers and agents of the Corporation shall be fixed by the Board of Directors.

11

Section 6.4 Removal and Vacancies. Each officer of the Corporation shall hold office until such officer’s successor is elected and qualified or until such officer’s earlier resignation or removal. Any officer or agent elected or appointed by the Board of Directors may be removed either for or without cause by a majority of the directors represented at a meeting of the Board of Directors at which a quorum is represented, whenever in the judgment of the Board of Directors the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.

Section 6.5 President. The President shall be the chief executive officer of the Corporation. The President shall preside at all meetings of the stockholders and the Board of Directors unless the Board of Directors shall elect a Chairman of the Board, in which event the President shall preside at meetings of the Board of Directors only in the absence of the Chairman of the Board. The President shall have general and active management of the business and affairs of the Corporation, shall see that all orders and resolutions of the Board are carried into effect, and shall perform such other duties as the Board of Directors shall prescribe.

Section 6.6 Vice Presidents. In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President (or in the event there is more than one Vice President, the Vice Presidents in the order designated by the Board, or in the absence of any designation, then in the order of their election or appointment) shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all of the restrictions upon the President. Each Vice President shall have only such powers and perform only such duties as the Board of Directors may from time to time prescribe or as the President may from time to time delegate.

Section 6.7 Secretary. The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for any committee when required. Except as otherwise provided herein, the Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision the Secretary shall be. The Secretary shall keep in safe custody the seal of the Corporation and, when authorized by the Board of Directors, affix the same to any instrument requiring it, and, when so affixed, it shall be attested by the signature of the Secretary or by the signature of the Treasurer or an Assistant Secretary.

Section 6.8 Assistant Secretaries. Each Assistant Secretary shall have only such powers and perform only such duties as the Board of Directors may from time to time prescribe or as the President may from time to time delegate.

Section 6.9 Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements of the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and

12

directors, at the regular meetings of the Board of Directors, or whenever they may require it, an account of all the Treasurer’s transactions as Treasurer and of the financial condition of the Corporation, and shall perform such other duties as the Board of Directors may prescribe. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such form, in such sum, and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of Treasurer and for the restoration to the Corporation, in case of the Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the Treasurer’s possession or under the Treasurer’s control belonging to the Corporation.

Section 6.10 Assistant Treasurers. Each Assistant Treasurer shall have only such powers and perform only such duties as the Board of Directors may from time to time prescribe.

ARTICLE 7

CERTIFICATES REPRESENTING SHARES

Section 7.1 Certificates. The shares of the Corporation shall be represented by certificates in such form as shall be determined by the Board of Directors. Such certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued. Each certificate shall state on the face thereof the holder’s name, the number and class of shares, and the par value of such shares or a statement that such shares are without par value. Each certificate shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and may be sealed with the seal of the Corporation or a facsimile thereof. Any or all of the signatures on a certificate may be facsimile.

Section 7.2 Legends. The Board of Directors shall have the power and authority to provide that certificates representing shares of stock shall bear such legends as the Board of Directors shall authorize, including, without limitation, such legends as the Board of Directors deems appropriate to assure that the Corporation does not become liable for violations of federal or state securities laws or other applicable law.

Section 7.3 Lost Certificates. The Corporation may issue a new certificate representing shares in place of any certificate theretofore issued by the Corporation, alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed. The Board of Directors, in its discretion and as a condition precedent to the issuance thereof, may require the owner of such lost, stolen or destroyed certificate, or such owner’s legal representative, to advertise the same in such manner as it shall specify and/or to give the Corporation a bond in such form, in such sum, and with such surety or sureties as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 7.4 Transfer of Shares. Shares of stock shall be transferable only on the books of the Corporation by the holder thereof in person or by such holder’s duly authorized attorney. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation or the transfer agent of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

13

Section 7.5 Registered Stockholders. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof for any and all purposes, and, accordingly, shall not be bound to recognize any equitable or other claim or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

ARTICLE 8

INDEMNIFICATION

Section 8.1 Actions, Suits or Proceedings Other Than by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was or has agreed to become a director, officer, employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against costs, charges, expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on such person’s behalf in connection with such action, suit or proceeding and any appeal therefrom, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not meet the standards of conduct set forth in this Section 8.1.

Section 8.2 Actions or Suits by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was or has agreed to become a director, officer, employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against costs, charges and expenses (including attorneys’ fees) actually and reasonably incurred by such person or on such person’s behalf in connection with the defense or settlement of such action or suit and any appeal therefrom, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for gross negligence or misconduct in the performance of such person’s duty to the Corporation unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite

14

the adjudication of such liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such costs, charges and expenses which the Court of Chancery or such other court shall deem proper.

Section 8.3 Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding the other provisions of this Article 8, to the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any action, suit or proceeding referred to in Sections 8.1 and 8.2 of this Article 8, or in the defense of any claim, issue or matter therein, such person shall be indemnified against all costs, charges and expenses (including attorneys’ fees) actually and reasonably incurred by such person or on such person’s behalf in connection therewith.

Section 8.4 Determination of Right to Indemnification. Any indemnification under Sections 8.1 and 8.2 of this Article 8 (unless ordered by a court) shall be paid by the Corporation unless a determination is made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or even if obtainable a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders, that indemnification of the director, officer, employee or agent is not proper in the circumstances because such person has not met the applicable standards of conduct set forth in Sections 8.1 and 8.2 of this Article 8.

Section 8.5 Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys, fees) incurred by a person referred to in Sections 8.1 and 8.2 of this Article 8 in defending a civil or criminal action, suit or proceeding (including investigations by any government agency and all costs, charges and expenses incurred in preparing for any threatened action, suit or proceeding) shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding; provided, however, that the payment of such costs, charges and expenses incurred by a director or officer in such person’s capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer) in advance of the final disposition of such action, suit or proceeding shall be made only upon receipt of an undertaking by or on behalf of the director or officer to repay all amounts so advanced in the event that it shall ultimately be determined that such director or officer is not entitled to be indemnified by the Corporation as authorized in this Article 8. No security shall be required for such undertaking and such undertaking shall be accepted without reference to the recipient’s financial ability to make repayment. The repayment of such charges and expenses incurred by other employees and agents of the Corporation which are paid by the Corporation in advance of the final disposition of such action, suit or proceeding as permitted by this Section 8.5 may be required upon such terms and conditions, if any, as the Board of Directors deems appropriate. The Board of Directors may, in the manner set forth above, and subject to the approval of such director, officer, employee or agent of the Corporation, authorize the Corporation’s counsel to represent such person, in any action, suit or proceeding, whether or not the Corporation is a party to such action, suit or proceeding.

Section 8.6 Procedure for Indemnification. Any indemnification under Sections 8.1, 8.2 or 8.3 or advance of costs, charges and expenses under Section 8.5 of this Article 8 shall be made promptly, and in any event within 30 days, upon the written request of the director,

15

officer, employee or agent directed to the Secretary of the Corporation. The right to indemnification or advances as granted by this Article 8 shall be enforceable by the director, officer, employee or agent in any court of competent jurisdiction if the Corporation denies such request, in whole or in part, or if no disposition thereof is made within 30 days. Such person’s costs and expenses incurred in connection with successfully establishing such person’s right to indemnification or advances, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of costs, charges and expenses under Section 8.5 of this Article 8 where the required undertaking, if any, has been received by the Corporation) that the claimant has not met the standard of conduct set forth in Sections 8.1 or 8.2 of this Article 8, but the burden of proving that such standard of conduct has not been met shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, its independent legal counsel, and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because such person has met the applicable standard of conduct set forth in Sections 8.1 and 8.2 of this Article 8, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors, its independent legal counsel, and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 8.7 Other Rights; Continuation of Right to Indemnification. The indemnification provided by this Article 8 shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any law (common or statutory), agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding office or while employed by or acting as agent for the Corporation, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the estate, heirs, executors and administrators of such person. All rights to indemnification under this Article 8 shall be deemed to be a contract between the Corporation and each director, officer, employee or agent of the Corporation who serves or served in such capacity at any time while this Article 8 is in effect. No amendment or repeal of this Article 8 or of any relevant provisions of the Delaware General Corporation Law or any other applicable laws shall adversely affect or deny to any director, officer, employee or agent any rights to indemnification which such person may have, or change or release any obligations of the Corporation, under this Article 8 with respect to any costs, charges, expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement which arise out of an action, suit or proceeding based in whole or substantial part on any act or failure to act, actual or alleged, which takes place before or while this Article 8 is in effect. The provisions of this Section 8.7 shall apply to any such action, suit or proceeding whenever commenced, including any such action, suit or proceeding commenced after any amendment or repeal of this Article 8.

Section 8.8 Construction. For purposes of this Article 8:

(i) “the Corporation” shall include any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer,

16

employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article 8 with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued;

(ii) “other enterprises” shall include employee benefit plans, including, but not limited to, any employee benefit plan of the Corporation;

(iii) “serving at the request of the Corporation” shall include any service which imposes duties on, or involves services by, a director, officer, employee, or agent of the Corporation with respect to an employee benefit plan, its participants, or beneficiaries, including acting as a fiduciary thereof;

(iv) “fines” shall include any penalties and any excise or similar taxes assessed on a person with respect to an employee benefit plan;

(v) A person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in Sections 8.1 and 8.2 of this Article 8;

(vi) Service as a partner, trustee or member of management or similar committee of a partnership or joint venture, or as a director, officer, employee or agent of a corporation which is a partner, trustee or joint venturer, shall be considered service as a director, officer, employee or agent of the partnership, joint venture, trust or other enterprise.

Section 8.9 Savings Clause. If this Article 8 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director, officer, employee and agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the full extent permitted by any applicable portion of this Article 8 that shall not have been invalidated and to the full extent permitted by applicable law.

Section 8.10 Insurance. The Corporation shall purchase and maintain insurance on behalf of any person who is or was or has agreed to become a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person or on such person’s behalf in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article 8, provided that such insurance is available on acceptable terms as determined by a vote of a majority of the entire Board of Directors.

17

ARTICLE 9

GENERAL PROVISIONS

Section 9.1 Dividends. The Board of Directors, subject to any restrictions contained in the Certificate of Incorporation, may declare dividends upon the shares of the Corporation’s capital stock. Dividends may be paid in cash, in property, or in shares of the Corporation, subject to the provisions of the Delaware General Corporation Law and the Certificate of Incorporation.

Section 9.2 Reserves. By resolution of the Board of Directors, the directors may set apart out of any of the funds of the Corporation such reserve or reserves as the directors from time to time, in their discretion, think proper to provide for contingencies, or to equalize dividends, or to repair or maintain any property of the Corporation, or for such other purposes as the directors shall think beneficial to the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 9.3 Authority to Sign Instruments. Any checks, drafts, bills of exchange, acceptances, bonds, notes or other obligations or evidences of indebtedness of the Corporation, and all deeds, mortgages, indentures, bills of sale, conveyances, endorsements, assignments, transfers, stock powers, or other instruments of transfer, contracts, agreements, dividend and other orders, powers of attorney, proxies, waivers, consents, returns, reports, certificates, demands, notices, or documents and other instruments or writings of any nature whatsoever may be signed, executed, verified, acknowledged, and delivered, for and in the name and on behalf of the Corporation, by such officers, agents, or employees of the Corporation, or any of them, and in such manner, as from time to time may be authorized by the Board of Directors, and such authority may be general or confined to specific instances.

Section 9.4 Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 9.5 Seal. The corporate seal shall have inscribed thereon the name of the Corporation. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 9.6 Transactions with Directors and Officers. No contract or other transaction between the Corporation and any other corporation and no other act of the Corporation shall, in the absence of fraud, be invalidated or in any way affected by the fact that any of the directors of the Corporation are pecuniarily or otherwise interested in such contract, transaction or other act, or are directors or officers of such other corporation. Any director of the Corporation, individually, or any firm or corporation of which any such director may be a member, may be a party to, or may be pecuniarily or otherwise interested in, any contract or transaction of the Corporation; provided, however, that the fact that the director, individually, or the firm or corporation is so interested shall be disclosed or shall have been known to the Board of Directors or a majority of such members thereof as shall be present at any annual meeting or at any special meeting, called for that purpose, of the Board of Directors at which action upon any contract or transaction shall be taken. Any director of the Corporation who is so interested may be counted in determining the existence of a quorum at any such annual or special meeting of the Board of Directors which authorizes such contract or transaction, and may vote thereat to

18

authorize such contract or transaction with like force and effect as if such director were not such director or officer of such other corporation or not so interested. Every director of the Corporation is hereby relieved from any disability which might otherwise prevent such director from carrying out transactions with or contracting with the Corporation for the benefit of such director or any firm, corporation, trust or organization in which or with which such director may be in anywise interested or connected.

Section 9.7 Amendments. These Bylaws may be altered, amended, or repealed or new bylaws may be adopted by the stockholders or by the Board of Directors at any regular meeting of the stockholders or the Board of Directors, at any special meeting of the stockholders or the Board of Directors, or by written consent of the Board of Directors or the stockholders without a meeting.

Section 9.8. Table of Contents; Headings. The Table of Contents and headings used in these Bylaws have been inserted for convenience only and do not constitute matters to be construed in interpretation.

19

EX-3.15

Exhibit 3.15

CERTIFICATE OF FORMATION

OF

CHAPARRAL STEEL HOLDINGS, LLC

The undersigned, being a person authorized to form limited liability company under the Delaware Limited Liability Company Act, hereby adopts the following Certificate of Formation for such limited liability company:

1. The name of the limited liability company is Chaparral Steel Holdings, LLC.

2. The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the limited liability company is to engage in any lawful act or activity for which limited liability companies may be organized under the General Corporation Law of Delaware.

4. The limited liability company reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Formation, in the manner now or hereinafter prescribed by statute and otherwise set forth in its Operating Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Chaparral Steel Holdings, LLC as of June 17, 2005.

CHAPARRAL STEEL HOLDINGS, LLC
By:	/s/ Richard M. Fowler
	Richard M. Fowler
	President

EX-3.16

Exhibit 3.16

OPERATING AGREEMENT

OF

CHAPARRAL STEEL HOLDINGS, LLC

(a Delaware Limited Liability Company)

THIS OPERATING AGREEMENT (this “Agreement”) of Chaparral Steel Holdings, LLC (the “Company”), dated as of June 17, 2005, is executed, agreed to and adopted by Chaparral Steel Investments, Inc, a Delaware corporation (“Investments”), the sole member hereof, and the Company.

RECITALS

WHEREAS, on June 17, 2005, Chaparral Steel Holdings, Inc., a Delaware corporation (“Other Entity”), converted into Company pursuant to Section 266 of the Delaware General Corporation Law (the “Conversion”); and

WHEREAS, immediately prior to Conversion, Investments was the owner of all the outstanding capital stock of Other Entity, and as a result of the Conversion became the sole member and owner of all the outstanding Membership Interests of Company, pursuant to terms set forth herein; and

NOW THEREFORE, for the good and valuable consideration set forth herein, the parties agree to the following terms and conditions:

ARTICLE I.

Formation of Limited Liability Company

Section 1.1 Formation. The Company has been formed as a Delaware limited liability company by the filing of a Certificate of Formation (the “Articles”) under and pursuant to the Delaware Limited Liability Company Act (such Act and any successor statute, as amended from time to time, being herein called the “Act”).

Section 1.2 Name. The name of the Company is “Chaparral Steel Holdings, LLC.” All Company business shall be conducted in that name or such other names that comply with applicable law as the Managers may select from time to time.

Section 1.3 Purpose. The purpose for which the Company is organized is to engage in any lawful act or activity for which limited liability companies may be organized under the Act.

Section 1.4 Registered Office; Registered Agent; Principal Place of Business; Other Offices. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the initial registered office named in the Articles or such other office (which need not

be a place of business of the Company) as the Managers may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Articles or such other person or persons as the Managers may designate from time to time in the manner provided by law. The principal place of business and mailing address of the Company shall be at the Managers’ discretion. The Managers, at any time and from time to time, may change the location of the Company’s principal place of business and may establish such additional place or places of business of the Company as the Managers shall determine to be necessary or desirable.

Section 1.5 Term. The Company shall commence on the date of filing of the Articles, and shall continue in existence for the period fixed in the Articles for the duration of the Company or such earlier time as this Agreement may specify.

Section 1.6 No State-Law Partnership. The Company shall not be considered a partnership (including, without limitation, a limited partnership) or joint venture, and, in the event there is more than one Member, no Member shall be a partner or joint venturer of the other Member for any purposes other than federal and state tax purposes, and this Agreement shall not be construed to suggest otherwise.

Section 1.7 Title to Company Property. All assets and property owned by the Company, whether real or personal, tangible or intangible, shall be deemed to be owned by the Company as an entity, and no Member, individually, shall have any ownership of such property. All the Company’s assets and properties shall be recorded as the property of the Company on its books and records.

ARTICLE II.

Definitions and References

Section 2.1 Defined Terms. In addition to the capitalized terms defined elsewhere in this Agreement, the following terms shall have the respective meanings assigned to them in this Section 2.1:

“Act” shall have the meaning assigned to such term in Section 1.1.

“Additional Contributions” shall have the meaning assigned to such term in Section 4.2.

“Articles” shall have the meaning assigned to such term in Section 1.1.

“Capital Account” shall have the meaning assigned to such term in Section 9.2.

2

“Capital Contributions” shall mean for any Member at the particular time in question the aggregate of the dollar amounts of any cash or the fair market value (or historical cost, if required by applicable accounting principles) of any property contributed to the capital of the Company, or, if the context in which such term is used so indicates, the dollar amounts of cash or the fair market value of any property agreed to be contributed, or requested to be contributed, by such Member to the capital of the Company.

“Company” shall mean Chaparral Steel Holdings, LLC., the Delaware limited liability company established pursuant to this Agreement.

“Internal Revenue Code” shall mean the Internal Revenue Code of 1986 and any comparable successor statute or statues thereto, as amended from time to time.

“Manager” or “Managers” shall mean each of the initial managers as set forth in the Articles, this Agreement and any person selected as a Manager by the Members and serving as such in accordance with this Agreement.

“Member” or “Members” shall initially mean Chaparral Steel Investments, Inc., as the sole initial member hereof, but upon the admission of any other persons as members of the Company, it shall also mean any person hereafter admitted to the Company as a member as provided in this Agreement.

“Membership Interest” shall mean the interest of a Member in the equity of the Company stated as a percentage, and for all Members aggregating 100%.

“Person” or “persons” shall mean an individual, corporation, custodian, trustee, executor, administrator, nominee or entity in a representative capacity, partnership, limited partnership, limited liability company, foreign limited liability company, trust, estate.

“Prime Rate” shall mean the prime rate in effect from time to time as published in The Wall Street Journal under the caption “Money Rates”; provided, however, that (i) in the event The Wall Street Journal shall publish a split prime rate, the lower of such prime rates shall apply, and (ii) in the event The Wall Street Journal shall cease publishing a prime rate, “Prime Rate” shall mean the prime rate or base rate in effect from time to time at Bank of America, N.A.

Section 2.2 References and Titles; Rules of Construction. All references in this Agreement to articles, sections, subsection and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. Unless the context

3

otherwise requires, (i) the use of the word “or” is not exclusive, (ii) pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, (iii) words in the singular form shall be construed to include the plural and vice versa, (iv) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles, and (v) reference to a person includes its successors and assigns and any person to whom the exercise of a right or the performance of an obligation hereunder has been delegated.

ARTICLE III

Members

Section 3.1 Members. The name and Membership Interest of the initial Member of the Company is as follows:

Member	Membership Interest
Chaparral Steel Investments, Inc.	100%

Section 3.2 Additional Members and Membership Interests. Additional persons may be admitted to the Company as Members and Membership Interests may be created and issued to such persons on such terms and conditions as the Managers shall determine and as shall be reflected in an appropriate amendment to this Agreement which is approved by all the Members.

Section 3.3 Liability of Member. No Member shall be liable for the debts, liabilities, contracts or other obligations of the Company except to the extent of any unpaid Capital Contributions such Member has agreed to make to the Company and such Member’s share of the assets (including undistributed revenues) of the Company; and in all events, a Member shall be liable and obligated to make payments of its Capital Contributions only as and when such payments are due in accordance with the terms of this Agreement. No Member shall be required to make any loans to the Company. The Company shall indemnify and hold harmless a Member in the event a Member becomes liable, notwithstanding the preceding sentence, for any debt, liability, contract or other obligation of the Company except to the extent expressly provided in the first sentence of this Section 3.3.

Section 3.4 Limitations on Members. Other than as specifically provided for in this Agreement or the Act, no Member shall: (i) be permitted to take part in the business or control of the business or affairs of the Company; (ii) have any voice in the management or operation of any

4

Company property; or (iii) have the authority or power to act as agent for or on behalf of the Company or any other Member, to do any act which would be binding on the Company or any other Member, or to incur any expenditures on behalf of or with respect to the Company.

ARTICLE IV.

Capitalization

Initial Contributions. Pursuant to the Conversion described in the Recitals herein, all contributions by Investments to the capital of the Other Entity are converted into and shall be deemed contributions to the capital of Company. Notwithstanding anything to the contrary herein, such initial Capital Contribution shall be the maximum contribution to the Company that such Member shall be required to make.

Section 4.1 Additional Capital Contributions. The Managers at any time and from time to time may request that the Members make additional Capital Contributions (“Additional Contributions”) to the capital of the Company. In no event shall the Members be required to make Additional Contributions.

Section 4.2 Advances by Members. If the Company does not have sufficient cash to pay its obligations or is otherwise in need of working capital, any Member that agrees to do so with the Managers’ consent may advance all or part of the needed funds to or on behalf of the Company. An advance described in this Section 4.3 constitutes a loan from the Member to the Company and, unless otherwise agreed, shall bear interest from the date of the advance until the date of payment at a rate per annum equal to the Prime Rate at the date of the advance and shall not constitute a part of such Member’s Capital Contribution.

Section 4.3 Withdrawal and Return of Capital Contribution. No Member shall be entitled to (a) withdraw from the Company, (b) transfer or assign the Member’s interest in the Company except in accordance with Article VIII, or (c) the return of the Member’s Capital Contributions except to the extent, if any, that distributions made pursuant to the express terms of this Agreement may be considered as such by law or as expressly provided for in this Agreement. No interest shall accrue on any Capital Contributions.

ARTICLE V.

Allocations and Distributions

Section 5.1 Allocations of Profits and Losses. Except as may otherwise be required by applicable Treasury regulations (including Treasury regulations applicable to allocations attributable to Company

5

indebtedness), all profits and losses and all related items of income, gain, loss, deduction, and credit of the Company shall be allocated, charged, or credited among the Members in accordance with their respective Membership Interests.

Section 5.2 Distributions. The Company may distribute funds to the Members at such times and in such amounts as the Managers shall determine to be appropriate. Except as provided in Section 5.3, any such distributions shall be made to each Member in accordance with each such Member’s Membership Interest at the time of the distribution with no priority as to any Member.

Section 5.3 Liquidating Distributions. Distributions made in the course of liquidating the Company shall be made in accordance with Section 10.2.

ARTICLE VI.

Meetings of Members

Section 6.1 Meetings. The Managers may call meetings of the Members at such times and locations and for such purposes as the Managers shall determine to be appropriate and in the best interests of the Company.

ARTICLE VII.

Management

Section 7.1 Management of the Company. Except to the extent otherwise provided for herein, the powers of the Company shall be exercised by and under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Managers of the Company. Notwithstanding the foregoing, the unanimous vote or consent of Members shall be required with respect to any of the following matters:

(a) Admission of a new Member;

(b) Dissolution of the Company; or

(c) Amendment of the Articles or this Agreement.

Section 7.2 Number and Qualifications of Managers.

(a) There shall be at least three (3) Manager of the Company, which number may be increased or decreased from time to time by resolution of the Managers. No decrease in the number of Managers shall have the effect of shortening the term of any incumbent Manager. The initial Managers of the Company shall be the persons named in the Articles as the initial Managers. Immediately following the execution of this

6

Agreement, the initial managers shall be increased to three (3) and shall be Richard Fowler, John J. Koach, and James R. McCraw. In the event that any such person shall cease to serve as Manager for any reason, including resignation, removal, death or disability, the resulting vacancy shall be filled as provided in Section 7.3.

(b) Each Manager (whether an initial or successor Manager) shall cease to be a Manager upon the earliest to occur of the following events: (i) such Manager shall resign as a Manager, by giving notice of such resignation to the Members, (ii) such Manager shall be removed, with or without cause, by a majority in interest of the Members, or (iii) such Manager shall die or become permanently disabled (whether physically or mentally).

Section 7.3. Filling of Vacancies. Any vacancy occurring in the position of Manager may be filled by the Managers remaining in office or by a majority in interest of the Members.

Section 7.4 Place of Meetings. Meetings of the Managers, regular or special, shall be held at the principal office of the Company, or at such other place or places as shall be agreed upon by the Managers.

Section 7.5 Chairman of the Board of Managers. The Managers shall by majority vote elect one Manager to serve as Chairman of the Managers. The Chairman of the Managers shall preside at all meetings of the Managers and shall have such other powers and duties as usually pertain to such position or as may be delegated to him by the Managers. The Chairman of the Managers shall serve as such until the earlier of his death, resignation or removal from office by the Managers. In the event the individual ceases to serve as Chairman for any reason, the Managers shall elect a successor Chairman. In the absence of the Chairman at any meeting of the Managers, the other Managers present at such meeting shall designate a Manager to preside at such meeting.

Section 7.6 Regular Meetings. Regular meetings of the Managers shall be held no less than once per year at such times and places as may be fixed from time to time by the Managers. The Secretary of the Company shall cause notice of each regular meeting to be given to each Manager. Except as otherwise provided by the Act or the Articles, any and all business may be transacted at any regular meeting.

Section 7.7 Special Meetings. Special meetings of the Managers may be called by any two Managers by giving written notice thereof to the time, date and purpose or purposes of the proposed meeting, and it shall be given to the other Managers so that it is delivered no later than two (2) business days, and no earlier than sixty (60) calendar days, prior to the date of the meeting.

7

Section 7.8 Quorum of and Action by Managers.

(a) Quorum. At all meetings of the Managers, a majority of the Managers shall constitute a quorum for the transaction of business at any meeting of the Managers, and, except as so provided, the vote of a majority of the Managers present at any meeting at which a quorum is present shall be the act of the Managers. In the absence of a quorum, a majority of the Managers present may adjourn the meeting to another time and place. At any adjourned meeting at which a quorum is present, any business that might have been transacted at the meeting as originally called may be transacted.

(b) Action. The act of a majority of the Managers present at a meeting at which a quorum is present shall be the act of the Managers with respect to all matters.

(c) Notice. The Managers will promptly notify all Managers of any material actions taken at a meeting of the Managers and of any material developments in the Company’s business.

Section 7.9 Action by Unanimous Written Consent Without a Meeting. Any action required or permitted to be taken at any meeting of the Managers may be taken without a meeting and without prior notice (except as provided below in this section), if all Managers shall have signed a consent or consents in writing, setting forth the action so taken, and such writings are filed with the minutes of proceedings of the Managers. A telegram, telex or similar transmission by a Manager, or a photographic, photostatic, facsimile or similar reproduction of a writing signed by a Manager, shall be regarded as signed by the Manager for purposes of this Section 7.9.

Section 7.10 Telephone Meetings. Subject to the provisions of applicable law and this Agreement regarding notice of meetings, the Managers may participate in and hold a meeting of Managers by using conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 7.10 all constitute presence in person at such meeting, except when a person participates in the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting was not lawfully called or convened.

Section 7.11 Manager’s Compensation. The Members, acting by a majority in interest, shall have authority to determine, from time to time, the amount of compensation, if any, which shall be paid the Managers for their services. Nothing herein contained shall be construed to preclude a Manager from serving the Company in any other capacity and receiving proper compensation therefor.

Section 7.12 Time Devoted to Company. Each Manager shall devote such time to Company business as he deems necessary to manage and supervise Company business and affairs in an efficient manner; but

8

nothing in this Agreement shall preclude the employment of any agent, third party or affiliate to manage or provide other services with respect to the Company’s assets or business as the Managers shall determine. Further, it is specifically understood and agreed that the Managers shall not be required to devote full time to Company business.

Section 7.13 Outside Activities. This Agreement shall not preclude or limit, in any respect, the right of the Managers to engage or invest, directly or indirectly, in any business activity or venture of any nature or description, including those that may be the same as or similar to the Company’s business and in direct competition therewith, or to invest in the same business activity or venture as those in which the Company has invested, and no Manager shall have any obligation to offer any such business activity or venture to the Company. Neither the Company nor any Member shall have any right, by virtue of this Agreement or the relationship created hereunder, in such investments or to such other activities or ventures, and such activities or ventures, even if the same or directly competitive with the business of the Company, shall not be deemed wrongful or improper, manifestly unreasonable or a breach of any duty imposed on the Managers hereunder, the Act or other applicable law.

Section 7.14 Reimbursement of Managers. All direct costs and expenses incurred by a Manager as an individual in managing and conducting the business and affairs of the Company, including, without limitation, (i) all costs and expenses incurred in organizing the Company and in conducting any business activities of the Company, (ii) telephone and other office expenses, (iii) travel expenses and (iv) expenses incurred in providing or obtaining such other professional, technical administrative services and advice as the Manager may deem necessary or desirable, shall be paid or reimbursed by the Company as a Company expense provided such expenses comply with the reimbursement policies of the Company as established by the Managers.

Section 7.15 Liability of Manager. The Managers shall not be liable for the debts, liabilities, contracts or other obligations of the Company; provided, however, that a Manager shall be liable for any debts, liabilities, contracts or other obligations of the Company incurred or agreed to by such Manager without authorization.

Section 7.16 Standard of Care. In the performance of his duties under this Agreement, a Manager shall use his reasonable best efforts to conduct the business of the Company in a good and businesslike manner. Notwithstanding any provision of this Agreement to the contrary, however, a Manager shall not be held liable or responsible to the Company or the Members for any losses sustained or liabilities incurred, in connection with, or attributable to, errors in judgment, negligence, or other fault of such Manager, except that which is caused by his gross negligence or willful misconduct.

9

Section 7.17 Officers. The Managers may designate one or more individuals (who may or may not be a Manager, a Member, or a resident of the State of Delaware) to serve as officers of the Company, who shall have such titles and exercise and perform such powers and duties as shall be assigned to them from time to time by the Managers. Any officer may be removed by the Managers at any time, with or without cause. The term of an officer’s service, as well as the salary and other compensation, if any, to be paid an officer shall be determined by the Managers.

Section 7.18 Limitation on Authority. Other than as specifically provided for in this Agreement and applicable law, no Manager shall, solely as a result of his or her status as such: (i) have the authority or power to act as agent for or on behalf of the Company or any Member or other Manager, to do any act which would be binding on the Company or any Member or other Manager, or to incur any expenditures for or on behalf of the Company, or (ii) take any action inconsistent with the actions of the Managers taken in accordance with Section 7.8 of this Agreement.

ARTICLE VIII.

Certification and Assignment of Membership Interests

Section 8.1 Certificates. The Membership Interest shall be represented by certificates. Such certificate shall be in the form approved in the sole discretion of the Managers and may set forth designations with regard to class of interest, capital contribution, voting rights, and any other matter that the Managers deem appropriate. For purposes of providing for transfer of, perfection of a security interest in, and other relevant matters related to, a Membership Interest or other interest in the Company, each Membership Interest and other interest in the Company shall be deemed to be a “security” governed by Chapter 8 of the Uniform Commercial Code in effect in the State of Texas, Article 8 of the Uniform Commercial Code in effect in the State of Delaware and Chapter 8 or Article 8, as applicable, of the Uniform Commercial Code in effect in any other relevant jurisdiction.

Section 8.2 Lost Certificates. The Managers may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Company alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the party claiming the certificate of Membership Interests to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Managers may, in their discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same

10

and/or to give the Company a bond as indemnity against any claim that may be made against the Company with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 8.3 Assignment by Members.

(a) Restrictions. No Member’s Membership Interest shall be assigned, mortgaged, pledged, subjected to a security interest or otherwise encumbered, in whole or in part, without the prior written consent of the other Members, the granting or denying of which shall be in such other Members’ sole discretion, and any attempt by a Member to assign its interest without such consent shall be void ab initio.

(b) Transfer of Membership Interests. Upon surrender to the Company or the transfer agent of the Company of a certificate for Membership Interests duly endorsed and accompanied by proper evidence of succession, assignment or authority to transfer pursuant to subparagraph (a), it shall be the duty of the Company to issue a new certificate to the party entitled thereto, cancel the old certificate and record the transaction upon its books.

(c) Registered Members. The Company shall be entitled to recognize the exclusive right of a party registered on its books as the owner of Membership Interests to receive distributions and to vote as such Member, and the Company shall not be bound to recognize any equitable or other claim to or interest in such Membership Interests on the part of any other party, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

ARTICLE IX.

Accounting and Banking

Section 9.1 Books and Records. The Managers shall maintain or cause the Company to maintain books and records as required by, and in accordance with, the Act, and such other books and records as the Members may reasonably request, including specifically accounting books. Such books shall be kept at the principal office of the Company and shall be maintained in accordance with the terms of this Agreement. The fiscal year of the Company shall be established by the Managers and the Managers shall keep the accounting books of the Company on such basis.

Section 9.2 Capital Accounts. An individual capital account (a “Capital Account”) shall be maintained by the Company for each Member to which shall be credited each Member’s Capital Contributions when made and each Member’s share of Company profits and against which shall be charged each Member’s share of Company losses and any distributions made to such Member. Each Capital Account shall be kept by the Members in the manner required under applicable Treasury regulation Section 1.704-1(6)(2)(iv).

11

Section 9.3 Tax Status. Any provision hereof to the contrary notwithstanding, solely for United States income tax purposes the sole initial Member of the Company hereby recognizes that the Company shall be disregarded as an entity separate from such Member. In the event that additional persons are admitted to the Company as Members, the Company shall thereupon be treated as a partnership for federal income tax purposes.

Section 9.4 Bank Accounts. The Managers may cause one or more accounts to be maintained in a bank (or banks), which accounts shall be used for the payment of the expenditures incurred by the Company in connection with the business of the Company, and in which shall be deposited any and all receipts of the Company. The Managers shall determine the number of and the persons who will be authorized as signatories on each such bank account. The Managers may invest the Company funds in such money market accounts or other investments as the Managers shall determine to be necessary or appropriate.

ARTICLE X.

Dissolution, Liquidation and Termination

Section 10.1 Dissolution. The Company shall be dissolved upon the occurrence of any of the following:

(a) The consent in writing of all the Members.

(b) The adjudication of bankruptcy or insolvency of the Company or the assignment by the Company for the benefit of creditors.

(c) The occurrence of any other event that under the Act causes the dissolution of a limited liability company.

Section 10.2 Liquidation and Termination. Upon dissolution of the Company, the Managers shall appoint in writing one or more liquidators who shall have full authority to wind up the affairs of the Company and make final distribution as provided herein. The liquidator shall continue to operate the Company properties with all of the power and authority of the Managers. The steps to be accomplished by the liquidator are as follows:

(a) As promptly as possible after dissolution, the liquidator shall cause a proper accounting to be made of the Company’s assets, liabilities and operations through the end of the day on which the dissolution occurs or the final liquidation is completed, as appropriate.

(b) The liquidator shall pay all of the debts and liabilities of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefor (including without limitation the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably

12

determine). After making payment or provision for all debts and liabilities of the Company, all remaining assets shall be distributed to the Members. If there are two or more Members at such time, each Member’s Capital Account shall first be adjusted by (i) assuming the sale of the all remaining assets of the Company for cash at their respective fair market values (as determined by an appraiser selected by the liquidator) as of the date of dissolution of the Company and (ii) debiting or crediting each Member’s Capital Account with its respective share of the hypothetical gains or losses resulting from such assumed sales in the same manner such Capital Account would be debited or credited for gains or losses on actual sales of such assets. The liquidator shall then by payment of cash or property (valued as of date of dissolution of the Company at its fair market value by the appraiser selected in the manner provided above) distribute to the Members such amounts as are required to pay the positive balances of their respective Capital Accounts. Such a distribution shall be in cash or in kind as determined by the liquidator.

(c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act, and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

(d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in his or her Capital Account at any time.

(e) Upon completion of the distribution of Company assets as provided herein, the Company shall be terminated and the Manager shall cause Articles of Dissolution to be prepared and filed with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.4, and take such other actions as may be necessary to terminate the Company.

The distribution of cash and/or property to the Members in accordance with the provisions of this Section 10.2 shall constitute a complete return to the Members of their respective Membership Interests and all Company property.

ARTICLE XI.

Amendments

The Articles and this Agreement may be amended or repealed, or new Articles or this Agreement may be adopted, only by a written instrument executed by all the Members.

ARTICLE XII.

Miscellaneous

Section 12.1 Giving Notice. Except as otherwise expressly provided in this Agreement, all notices, demands, requests, or other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be given either (a) in person, (b) by

13

certified or registered mail, return receipt requested, (c) by telefacsimile or similar means (with signed confirmed copy to follow by mail in the same manner as prescribed by clause (b) above) or (d) by expedited delivery service (charges prepaid) with proof of delivery. The Company’s address for notice shall be the principal place of business of the Company. Each Member’s address for notices and other communications shall be that set forth opposite such Member’s name on the signature page hereto. Any Member may change his or her address for notices and communications by giving notice in writing, stating his or her new address for notices, to the Company and any other Member. For purposes of the foregoing, any notice required or permitted to be given shall be deemed to be delivered and given on the date actually delivered to the address specified in this Section 12.1.

Section 12.2. Partition. Each of the Members hereby irrevocably waives for the term of the Company any right that such Member may have to maintain any action for partition with respect to the property of the Company.

Section 12.3 Entire Agreement. The Articles and this Agreement constitute the full and complete agreement of the parties hereto with respect to the subject matter hereof and supersede all prior contracts or agreements with respect to the Company, whether oral or written.

Section 12.4 No Waiver. The failure of any Member to insist upon strict performance of a covenant hereunder or of any obligation hereunder, irrespective of the length of time for which such failure continues, shall not be a waiver of such Member’s right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation hereunder shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation hereunder.

Section 12.5 Binding Effect. This Agreement shall be binding on and inure to the benefit of the Members and their respective heirs, legal representatives, successors and permitted assigns.

Section 12.6. Governing Law; Severability. This Agreement is governed by and shall be construed in accordance with the law of the State of Delaware.

*     *     *

14

IN WITNESS WHEREOF, the Company and the undersigned as sole Member of the Company have executed this Agreement as of the date first set forth above.

Address for Notices	MEMBER: Chaparral Steel Investments, Inc.
1209 Orange Street, Wilmington, New Castle County Delaware 19801	By:	/s/ Richard M. Fowler
	Name:	Richard M. Fowler
	Title:	Executive Vice President - Finance
	COMPANY: Chaparral Steel Holdings, LLC
1209 Orange Street Wilmington, New Castle County, Delaware 19801	By:	/s/ James R. McCraw
	Name:	James R. McCraw
	Title:	Vice President - Accounting

15

EX-3.17

Exhibit 3.17

CERTIFICATE OF TRUST

OF

CHAPARRAL STEEL TRUST

(Pursuant to Section 3810 of the Delaware Business Trust Act)

To the Secretary of State

State of Delaware:

It is hereby certified that:

1. The name of the business trust Chaparral Steel Trust (the “Trust”).

2. The address of the registered office of the Trust in the State of Delaware is Attention: Corporate Trust Department, 900 Market Street, New Castle County, Wilmington, Delaware 19801, and the name of the registered agent for service of process on the Trust is Delaware Trust Capital Management, a Delaware banking corporation.

3. Delaware Trust Capital Management, a Delaware banking corporation, whose business address is Attention: Corporate Trust Department, 900 Market Street, Wilmington, Delaware, 19801, is a statutory trustee of the Trust.

4. This Certificate of Trust shall be effective upon filing.

Executed on February 29, 1996.

TRUSTEES:

/s/ Larry L. Clark

Larry L. Clark, Managing Trustee

Address:     300 Ward Road Midlothian, TX 76065

/s/ Richard M. Fowler

Richard M. Fowler, Managing Trustee

Address:     300 Ward Road Midlothian, TX 76065

/s/ Robert C. Moore

Robert C. Moore, Managing Trustee

Address:     300 Ward Road Midlothian, TX 76065

DELAWARE TRUST CAPITAL MANAGEMENT, not in its individual capacity but solely as Statutory Trustee
By:	/s/ Illegible
Title:	Vice President

Address: Attention: Corporate Trust Department 900 Market Street Wilmington, Delaware 19801

2

EX-3.18

EXHIBIT 3.18

TRUST AGREEMENT

OF

CHAPARRAL STEEL TRUST

This TRUST AGREEMENT is made as of this 29th day of February, 1996, by and among Chaparral Steel Holdings, Inc., a Delaware corporation, as Settlor, and Larry L Clark, Richard M. Fowler, Robert C. Moore, and Delaware Trust Capital Management, a Delaware corporation, as Trustees.

RECITALS

WHEREAS, the Settlor desires to establish a business trust under and in accordance with Chapter 38 of Title 12 of the Delaware Code, Part V, (S)(S)3801 et seq. (the “Delaware Business Trust Act”), for the purpose or purposes of engaging in any lawful act or activity for which business trusts may be organized under and in accordance with the provisions of Delaware Business Trust Act; and

WHEREAS, the beneficial interest in the assets of such trust shall be held initially by Chaparral Steel Holdings, Inc., as Beneficiary; and

WHEREAS, the Managing Trustees are willing to undertake the provision of such services and such other lawful business purposes on the terms and conditions set forth herein.

NOW, THEREFORE, the Settlor hereby expressly declares that there is created a business trust which exists subject to the Delaware Business Trust Act, and the Settlor hereby transfers and delivers unto the Managing Trustees of said business trust certain property, together with the right, title, and interest in and to the same, to have and hold said property, together with any additions thereto, accumulations thereon, and changes therein, in trust under and in accordance with the Delaware Business Trust Act as herein set forth;

FURTHER, the Managing Trustees hereby declare (i) that all property, real or personal or mixed, tangible or intangible, or of any other description now held or hereafter acquired by or transferred to them in their capacity as Managing Trustees hereunder, together with the income and profits therefrom and the proceeds thereof, shall be held by them in trust and shall be received, managed, and disposed of by them for the benefit of the Beneficiary hereunder subject to the terms and conditions provided herein; and (ii) that all activities of the Trust shall be conducted in accordance with the provisions hereof and the Delaware Business Trust Act, to wit:

ARTICLE I

NAME OF TRUST, DEFINITIONS, AND CONSTRUCTION

1.1 Name. The Trust established under this Agreement shall be known as the CHAPARRAL STEEL TRUST. So far as may be practicable, legal, and convenient, the affairs of the Trust shall be conducted and transacted under that name, which name shall not refer, individually or personally, to the Trustees, to the Beneficiary, or to any officers, employees, or agents of the Trust.

- 1 -

1.2 Definitions. Whenever used in this Agreement, unless the context otherwise requires, the terms defined below shall have the respective meanings:

(a) Agreement. “Agreement” shall mean this Trust Agreement of Chaparral Steel Trust and all amendments or modifications hereof.

(b) Beneficial Interest. “Beneficial Interest” shall mean the beneficial interest of the Beneficiary in the Trust as described in Section 6.1.

(c) Beneficiary. “Beneficiary” initially shall mean Chaparral Steel Holdings, Inc., a Delaware corporation, and any successors or assigns thereof acquiring the Beneficial Interest in accordance with the provisions hereof. If, at any time, more than one Person shall have a Beneficial Interest in the Trust (as a result of a transfer of a portion of the Beneficial Interest as permitted by Section 6.4 or otherwise), the term “Beneficiary” shall refer to all such Persons holding a Beneficial Interest in the Trust.

(d) By Laws. “By-Laws” shall mean the By-Laws referred to in Section 4.4, if adopted.

(e) Certificate. “Certificate” shall mean the Certificate of Trust authorized to be filed pursuant to Section 4.3(z) hereof, as required to be filed pursuant to Section 3810 of the Delaware Business Trust Act and Section 9.3 hereof.

(f) Delaware Business Trust Act. “Delaware Business Trust Act” shall have the meaning assigned to that term in the Recitals hereof, as the same may be amended from time to time.

(g) Managing Trustees. Managing Trustees shall mean Larry L. Clark, Richard M. Fowler, and Robert C. Moore in their capacity as Managing Trustees under this Agreement or any successor thereto.

(h) Notice of Transfer. “Notice of Transfer” shall mean the Notice of Transfer referred to in Section 6.4 and in substantially the form set forth in Exhibit A hereto.

(i) Person. “Person” shall include individuals, corporations, limited partnerships, general partnerships, limited liability companies, joint stock companies or associations, joint ventures, associations, consortia, companies, trusts, banks, trust companies, land trusts, common law trusts, business trusts, or other entities, and governments and agencies and political subdivisions thereof.

(j) Securities. “Securities” shall mean (i) any stock, shares, voting trust certificates, bonds, debentures, notes, or other evidences of indebtedness or ownership, (ii) in general any instruments commonly known as securities, or (iii) any certificates of interest, shares, or participation in temporary or interim certificates for, receipts for, guarantees of, or warrants, options or rights to subscribe, in any of the foregoing.

- 2 -

(k) Settlor. “Settlor” shall mean Chaparral Steel Holdings, Inc., a Delaware corporation.

(l) Statutory Trustee. “Statutory Trustee” shall mean Delaware Trust Capital Management, a Delaware corporation, not in its individual capacity, but solely in its capacity as Statutory Trustee for the purpose of qualifying the Trust as a Delaware business trust, and any successor Statutory Trustee hereunder.

(m) Trust. “Trust” shall mean CHAPARRAL STEEL TRUST, the business trust established hereunder.

(n) Trustees. “Trustees” shall mean, as of any particular time, those Persons who serve and hold office as Managing Trustees or the Statutory Trustee hereunder at such time, whether they be the Trustees named herein or additional or successor Trustees. “Trustees” shall not include the officers, representatives, or agents of the Trust or the Beneficiary; provided, however, that nothing herein shall be deemed to preclude the Trustees from also serving as officers, representatives, or agents of the Trust, the Beneficiary, Chaparral Steel Texas, Inc., a Delaware corporation, Chaparral Steel Holdings, Inc., a Delaware corporation, Chaparral Steel Company, a Delaware corporation, or Chaparral Steel Midlothian, LP.

(o) Trust Estate. “Trust Estate” shall mean, as of any particular time, any and all property, real or personal or otherwise, tangible or intangible, transferred, conveyed, or paid to the Trust or to the Trustees as Trustees, and all rents, income, profits and gains therefrom, together with the proceeds from the sale or other disposition thereof, which at such time are owned or held by the Trust or the Trustees.

1.3 Construction. In this Agreement and in any amendment hereto, references to this Agreement and to “herein,” “hereof” and “hereunder” shall be deemed to refer to this Agreement as a whole as the same may be amended. References to the masculine gender shall include the feminine and neuter genders. Words in the singular number include the plural, and in the plural number include the singular.

ARTICLE II

PURPOSE AND NATURE OF TRUST

2.1 Purpose of Trust. The purpose of the Trust is (i) to engage in any lawful acts or activities, as the Managing Trustees may determine from time to time, for which business trusts may be organized under the laws of the State of Delaware, (ii) in general to carry on any other acts in connection with or arising out of the foregoing, (iii) to have and exercise all powers that are available to business trusts formed under the laws of the State of Delaware, and (iv) to do any or all of the things herein set forth to the same extent as natural persons.

2.2 Nature of Trust. The Trust is a business trust of the type referred to in Section 3801(a) of the Delaware Business Trust Act, and without limiting the provisions hereof, the Trust may have and exercise all powers which may be exercised by such a trust. The Trust is not intended to be, shall not be deemed to be, and shall not be treated as, a general partnership,

- 3 -

limited partnership, joint venture, corporation, or joint stock company or association for purposes of Delaware law or the laws of any other state of the United States. Neither the Trustees nor the Beneficiary shall be deemed to be, or be treated, in any way as partners or joint venturers or as agents of one another, or liable or responsible as such hereunder. The relationship of the Beneficiary to the Trustees shall be solely that of the beneficiary of the Trust, and its rights shall be limited to those conferred upon it by this Agreement and, to the extent permissible under the Delaware Business Trust Act and not inconsistent herewith, the Delaware Business Trust Act.

ARTICLE III

TRUSTEES

3.1 Number, Term of Office, Qualifications of Managing Trustees. There shall be no fewer than three (3) nor more than nine (9) Managing Trustees. The initial Managing Trustees shall be the signatories hereto as Managing Trustees. The Managing Trustees, from time to time, may fix the number of Trustees within the range established in this Agreement, and may change the range in the authorized number of Trustees; provided, however, that the lower end of the authorized range shall not be fewer than three. Subject to the provisions of Section 3.3, each Managing Trustee shall hold office for a term of one year or until the appointment and qualification of his successor. At each annual meeting of the Beneficiary, the Beneficiary shall appoint successors to the Managing Trustees, unless the number of Managing Trustees is then being reduced. Managing Trustees may be reappointed without limit as to the number of times. The Managing Trustees shall be individuals at least 21 years of age who are not under legal disability. Unless otherwise required by law or by action of the Managing Trustees, no Managing Trustee shall be required to give bond, surety, or security in any jurisdiction for the performance of any duties or obligations hereunder. Under no circumstances may the Beneficiary serve as a Managing Trustee. The Managing Trustees in their capacity as Managing Trustees shall not be required to devote their entire time to the business and affairs of the Trust.

3.2 Compensation and Other Remuneration of Managing Trustees. As specifically prescribed from time to time by action of the Managing Trustees, the Managing Trustees may be allowed to receive reasonable compensation for their services as Managing Trustees. The Managing Trustees may also be allowed to receive, directly or indirectly, remuneration for services rendered to the Trust in any other capacity, including, without limitation, remuneration for rendered services as an officer of or consultant to the Trust, or for legal, accounting or other professional services rendered to the Trust, or otherwise. The Managing Trustees shall be reimbursed for their reasonable expenses incurred in connection with their services as Managing Trustees.

3.3 Resignation, Removal, and Death of Managing Trustees. A Managing Trustee may resign at any time by giving written notice to the remaining Managing Trustees at the principal place of business of the Trust. Such resignation shall take effect on the date such notice is given or at any later time specified in the notice without need for prior accounting. A Managing Trustee may be removed at any time (i) with or without cause by the Beneficiary and (ii) with cause by all remaining Managing Trustees. For purposes of the preceding sentence, “cause” shall include, but shall not be limited to, physical and/or mental inability, due to a condition or illness which is expected to be of permanent or indefinite duration, to perform the

- 4 -

duties of a Managing Trustee. Upon the resignation or removal of any Managing Trustee, or his otherwise ceasing to be a Managing Trustee, he (or his legal representative) shall execute and deliver such documents as the remaining Managing Trustees shall require for the conveyance of any trust property held in his name, shall account to the remaining Trustees as they require for all property which he holds as Managing Trustee, and shall thereupon be discharged as Managing Trustee. Upon the incapacity, death, bankruptcy or dissolution of any Managing Trustee, such person shall cease to be a Managing Trustee and the vacancy caused by such death or incapacity shall be filled in accordance with Section 3.4.

3.4 Vacancies of Managing Trustees. If any or all of the Managing Trustees cease to be Managing Trustees hereunder, whether by reason of resignation, removal, incapacity, death, bankruptcy, dissolution, or otherwise, such event shall not terminate the Trust or affect its continuity. Until vacancies are filled, the remaining Managing Trustee or Managing Trustees (even though fewer than three) may exercise the powers of the Managing Trustee or Managing Trustees hereunder. Vacancies (including vacancies created by increases in the number of Managing Trustees) may be filled for the unexpired term by the remaining Managing Trustee or by a majority of the remaining Managing Trustees. If, at any time, no Managing Trustees remain in office, successor Managing Trustees shall be appointed by the Beneficiary as provided in Section 6.7.

3.5 Successor and Additional Managing Trustees. The right, title, and interest of the Managing Trustees in and to the Trust Estate shall vest automatically in successor and additional Managing Trustees upon their qualification, and they shall thereupon have all the rights and obligations of Managing Trustees hereunder. Such right, title, and interest shall vest in the Managing Trustees whether or not the appropriate transfer documents have been executed and delivered pursuant to Section 3.3 or otherwise. Appropriate written evidence of the appointment and qualification of successor and additional Managing Trustees shall be kept with the records of the Trust. Upon the resignation, removal, or death of a Managing Trustee, such Managing Trustee (and in the event of his death, his estate) shall automatically cease to have any right, title, or interest in or to any of the Trust property, and the right, title, and interest of such Managing Trustee in and to the Trust Estate shall vest automatically in the remaining Trustees without any further act.

3.6 Actions by Managing Trustees and Consents. The Managing Trustees may act with or without a meeting. A quorum for all meetings of the Managing Trustees shall be a majority of the Managing Trustees. Unless specifically provided otherwise in this Agreement, any action of the Managing Trustees may be taken at a meeting by vote of a majority of the Managing Trustees present at such meeting if a quorum is present, or without a meeting by written consent of all the Managing Trustees. Any agreement, deed, mortgage, lease, or other instrument or writing executed by any one or more of the Managing Trustees or by any one or more authorized Persons shall be valid and binding upon the Managing Trustees and upon the Trust when authorized by action of the Managing Trustees or as provided in the By-Laws, if the same are adopted. Managing Trustees and members of any committee of the Managing Trustees may conduct meetings by conference telephone call or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

- 5 -

3.7 Meetings of Managing Trustees; Notices and Waiver of Notice. An annual meeting of the Managing Trustees shall be held immediately after the annual meeting of the Beneficiary. Regular meetings, if any, shall be held at such other times as shall be fixed by the Trustees. No notice shall be required of an annual or a regular meeting of Managing Trustees. Special meetings of the Managing Trustees shall be called by the Chairman or the President upon the request of any two Managing Trustees and may be called by the Chairman or President on his own motion, with such notice as the Managing Trustees or person calling such meeting shall determine. Such notice, which need not state the purpose of the meeting, shall be by oral, telegraphic, telephonic, or written communication stating the time and place therefor. Notice of any special meeting need not be given to any Managing Trustee entitled thereto who submits a written and signed waiver of notice, either before or after the meeting, or who attends the meeting without protesting the lack of notice prior to or at the commencement of the meeting. Regular or special meetings of the Managing Trustees may be held, within or without the State of Delaware, at such places as shall be designated by the Managing Trustees. The Managing Trustees may adopt such rules and regulations for their conduct and the management of the affairs of the Trust as they may deem proper and as are not inconsistent with this Agreement.

3.8 Committees. The Managing Trustees may appoint from among their number an executive committee and such other standing committees, including, without limitation, audit, nominating and compensation committees, or such other special committees as the Managing Trustees determine. Each standing committee shall consist of two or more members. Each committee shall have such powers, duties, and obligations as the Managing Trustees may deem necessary and appropriate. Without limiting the generality of the foregoing, the executive committee shall have the power to conduct the business and affairs of the Trust during periods between meetings of the Managing Trustees. The executive committee and other committees shall report their activities periodically to the Managing Trustees.

3.9 Ownership of Trust Assets. Legal title to the Trust Estate subject from time to time to this Agreement shall be transferred to, vested in, and held by the Managing Trustees as Trustees of this Trust; provided, however, that the Managing Trustees shall have the power to cause legal title to any property of the Trust to be held by and/or in the name of one or more of the Managing Trustees, or any other Person as nominee, on such terms, in such manner, and with such powers as the Managing Trustees may determine; provided, further, that the Managing Trustees shall have the power to cause any property of the Trust to be held in the custody of any bank and that such bank may hold the property of the Trust in the name of any nominee, partnership, or nontaxable corporation.

3.10 Statutory Trustee. The Statutory Trustee is hereby appointed as a Trustee of the Trust effective as of the date hereof, solely to serve as resident trustee as required by Section 3807(a) of the Delaware Business Trust Act and to perform the functions specifically required of a resident trustee thereunder. The Statutory Trustee shall have no other power or duties with respect to the Trust. The Statutory Trustee shall receive as compensation for its services hereunder those fees described on Exhibit A hereto (and incorporated herein by reference) and the Statutory Trustee shall be entitled to be reimbursed by Settlor for its other reasonable expenses hereunder, including the reasonable compensation, expenses and disbursements of such agents, representatives, experts and counsel as such Statutory Trustee may employ in connection with the exercise and performance of its rights and duties hereunder. The Statutory Trustee shall at all times be a corporation or other Person satisfying the provisions of Section 3807(a) of the Delaware Business Trust Act.

- 6 -

If at any time the Statutory Trustee shall cease to be eligible in accordance with the provisions of this Section 3.10 and shall fail to resign after written request therefore by the Managing Trustees or if at any time the Statutory Trustee shall be legally unable to act or shall be adjudged bankrupt or insolvent or a receiver of the Statutory Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Statutory Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Managing Trustees may remove the Statutory Trustee. If the Managing Trustees remove the Statutory Trustee under the authority of the immediately preceding sentence, the Managing Trustees shall promptly appoint a successor Statutory Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Statutory Trustee so removed (together with payment of all fees owing to the outgoing Statutory Trustee) and one copy shall be delivered to the successor Statutory Trustee.

Any successor Statutory Trustee appointed pursuant to this Section 3.10 shall execute, acknowledge and deliver to the Managing Trustees and to its predecessor Statutory Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Statutory Trustee shall become effective and such successor Statutory Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this agreement, with like effect as if originally named as Statutory Trustee. The predecessor Statutory Trustee shall upon payment of its fees and expenses deliver to the successor Statutory Trustee all documents and statements and monies held by it under this Agreement; and the Managing Trustees and the predecessor Statutory Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Statutory Trustee all such rights, powers, duties, and obligations.

ARTICLE IV

MANAGING TRUSTEES’ POWERS

4.1 Power and Authority of Managing Trustees. Subject only to the provisions of this Agreement, the Managing Trustees shall have full, absolute, and exclusive power, control, and authority over the Trust Estate and over the business and affairs of the Trust to the same extent as if the Managing Trustees were the sole owners thereof in their own right, free from any power of control on the part of the Beneficiary. The Managing Trustees shall also have full, absolute, and exclusive power to do all such acts and things as in their sole judgment and discretion are necessary or incidental to, or desirable for, the carrying out of any of the purposes of the Trust or conducting the business of the Trust. Any determination made in good faith by the Managing Trustees of the purposes of the Trust or the existence of any power or authority hereunder shall be conclusive. In construing the provisions of this Agreement, the presumption shall be in favor of the grant of powers and authority to the Managing Trustees. The enumeration of any specific power or authority herein shall not be construed as limiting the general powers or authority or any other specified power or authority conferred upon the Managing Trustees hereunder.

- 7 -

4.2 General Powers and Authority. Subject only to the provisions of this Agreement, and in addition to any powers and authority conferred by this Agreement or by virtue of any statute or law, and without any action or consent by the Beneficiary (except as expressly required by this Agreement), the Managing Trustees shall have and may (but are not required to) exercise, at any time and from time to time, the following powers and authorities as they may deem proper:

(a) To receive title to, hold, buy, sell, exchange, transfer, and convey real and personal property for the use of the Trust.

(b) To take, receive, invest, or disburse the receipts, earnings, rents, profits, or returns of the Trust.

(c) To carry on and conduct any lawful business designated in this Agreement (including without limitation any business associated with the purpose of the Trust as set forth in or established by the Managing Trustees pursuant to Section 2.1), and generally to do any lawful act in relation to the Trust Estate that any individual owning the same absolutely might do.

(d) To cause the Trust to merge with another business trust, association, corporation, partnership, or other Person, to divide, or to engage in any fundamental or other transaction (including, without limitation, dissolution) contemplated by this Agreement.

4.3 Specific Powers and Authority. Without limiting the generality of the powers and authority set forth in Section 4.2 (and subject to the qualifications set forth above), the specific powers of the Managing Trustees shall include the following:

(a) For such consideration as the Managing Trustees deem proper, to purchase or otherwise acquire for cash or other property and hold for investment real or personal property of any kind, tangible or intangible, in entirety or in participation, all without regard to whether any such property is authorized by law for the investment of trust funds, and to possess and exercise all the rights, powers, and privileges appertaining to the ownership of the Trust Estate with respect thereto.

(b) To sell, rent, lease, hire, exchange, release, partition, assign, mortgage, pledge, hypothecate, grant security interests in, encumber, negotiate, convey, transfer, or otherwise dispose of or grant interests in all or any portion of the Trust Estate by deeds, financing statements, security agreements and other instruments, trust deeds, assignments, bills of sale, transfers, leases, or mortgages, for any of such purposes.

(c) To enter into leases, contracts, obligations, and other agreements for a term which may extend beyond the term of office of the Managing Trustees.

(d) To borrow money and give negotiable or nonnegotiable instruments therefor; to guarantee, indemnify, or act as surety with respect to payment or performance of obligations of third parties; to enter into other obligations on behalf of

- 8 -

the Trust; and to assign, convey, transfer, mortgage, subordinate, pledge, grant security interests in, encumber, or hypothecate the Trust Estate to secure any of the foregoing.

(e) To lend money, whether secured or unsecured, to any Person.

(f) To create reserve funds for any purpose.

(g) To incur and pay out of the Trust Estate any charges or expenses, and disburse any funds of the Trust, which charges, expenses, or disbursements are, in the opinion of the Managing Trustees, necessary or incidental to or desirable for the carrying out of any of the purposes of the Trust or conducting the business of the Trust, including, without limitation, fees payable to the Statutory Trustee, taxes and other governmental levies, charges, and assessments, of whatever kind or nature, imposed upon or against the Managing Trustees in connection with the Trust or the Trust Estate or upon or against the Trust Estate or any part thereof.

(h) To deposit funds of the Trust in or with banks, trust companies, savings and loan associations, money market organizations, and other depositories or issuers of depository-type accounts, whether such deposits will draw interest or be insured, the same to be subject to withdrawal or redemption on such terms and in such manner and by such Person or Persons (including any one or more Managing Trustees, officers, agents, or representatives of the Trust) as the Managing Trustees may determine.

(i) To possess and exercise all the rights, powers, and privileges appertaining to the ownership of all or any mortgages or Securities issued or created by, or interests in, any Person, forming part of the Trust Estate, to the same extent that an individual might, which may include the exercise of discretionary powers; and, without limiting the generality of the foregoing, to vote or give consent, request or notice, or waive any notice, either in person or by proxy or power of attorney, with or without power of substitution, to one or more Persons, for meetings or action generally or for any particular meeting or action.

(j) To enter into joint ventures, general or limited partnerships, limited liability companies and any other lawful combinations or associations.

(k) To elect or appoint officers of the Trust (which shall include a Chairman, who will be a Managing Trustee, and a President, a Treasurer, and a Secretary, and which may include one or more Vice Presidents and other officers as the Managing Trustees may determine, and none of whom needs be a Managing Trustee), who may be removed or discharged at the discretion of the Managing Trustees, which officers shall have such powers and duties, and shall serve such terms, as may be prescribed by the Managing Trustees or in the By-Laws of the Trust, if adopted; to engage or employ any persons as agents, representatives, employees, or independent contractors in one or more capacities, in connection with the management of the Trust’s affairs or otherwise, and to pay compensation from the Trust for services to such Persons in as many capacities as such Person may be so engaged or employed, notwithstanding that any such Person is a Managing Trustee or officer of the Trust or an affiliate thereof; and, except as prohibited

- 9 -

by law, to delegate any of the powers and duties of the Managing Trustees to any one or more Managing Trustees, agents, representatives, officers, employees, independent contractors, or other Persons.

(l) To collect, sue for, and receive all sums of money coming due to the Trust, and to engage in, intervene in, prosecute, join, defend, compound, compromise, abandon, or adjust, by arbitration or otherwise, any actions, suits, proceedings, disputes, claims, controversies, demands, or other litigation relating to the Trust, the Trust Estate, or the Trust’s affairs; to enter into agreements relating thereto whether any suit is commenced or claim accrued or asserted; and to enter into agreements regarding arbitration, adjudication or settlement of any controversy in advance thereof.

(m) To renew, modify, release, compromise, extend, consolidate, or cancel, in whole or in part, any obligation to or of the Trust.

(n) To purchase and pay for out of the Trust Estate insurance contracts and policies insuring the Trust Estate against any and all risks and insuring the Trust, the Managing Trustees, the Statutory Trustee, the Beneficiary, the officers of the Trust, such agents, representatives, employees, or independent contractors for the Trust, or any or all of them, against any and all claims and liabilities of every nature asserted by any person arising by reason of any action alleged to have been taken or omitted by the Trust or by the Managing Trustees, the Statutory Trustee, the Beneficiary, the officers of the Trust, or such agents, representatives, employees, or independent contractors for the Trust.

(o) To cause legal title to any of the Trust Estate to be held by or in the name of the Managing Trustees or, except as prohibited by law, by or in the name of the Trust or one or more of the Managing Trustees or any other Person as the Managing Trustees may determine, on such terms, in such manner, and with such powers as the Trustees may determine, and with or without disclosure that the Trust or Managing Trustees are interested therein.

(p) To adopt a fiscal year and accounting method for the Trust; from time to time to change such fiscal year and accounting method; and to engage a firm of independent public accountants to audit the financial records of the Trust.

(q) To adopt and use a seal (but the use of a seal shall not be required for the execution of instruments or obligations of the Trust).

(r) To declare and pay distributions as provided in Section 6.5.

(s) To file any and all documents and take any and all such other action as the Managing Trustees in their sole judgment may deem necessary in order that the Trust may lawfully conduct its business in any jurisdiction.

(t) To participate in any reorganization, readjustment, consolidation, merger, dissolution, sale or purchase of assets, lease, or similar proceedings of any corporation, partnership, or other organization; to delegate discretionary powers to any reorganization, protective, or similar committee in connection therewith; and to pay assessments and other expenses in connection therewith.

- 10 -

(u) To cause to be organized or assist in organizing any Person, which may or may not be a subsidiary or affiliate of the Trust, under the laws of any jurisdiction to acquire the Trust Estate or any part or parts thereof or to carry on any business in which the Trust shall, directly or indirectly, have any interest; subject to the provisions of this Agreement, to cause the Trust to merge with such Person or any existing Person or to sell, rent, lease, hire, convey, negotiate, assign, exchange, or transfer the Trust Estate or any part or parts thereof to or with any such Person or any existing Person in exchange for the Securities thereof or otherwise; and to lend money to, subscribe for the Securities of, and enter into any contracts with, any such Person in which the Trust holds or is about to acquire Securities or any other interest.

(v) To decide whether, at any time or from time to time, to cause the Trust to maintain its status or to cease to maintain its status as a business trust, and to take all action deemed by the Managing Trustees appropriate in connection with maintaining or ceasing to maintain such status.

(w) To make any indemnification payment authorized by this Agreement.

(x) To do all other such acts and things as are incident to the foregoing; to exercise all powers which are necessary or useful to carry on the business of the Trust; to promote any of the purposes for which the Trust is formed; and to carry out the provisions of this Agreement.

(y) To guarantee the debt of Chaparral Steel Company to Prudential Insurance Company of America.

(z) To cause to be filed the Certificate with the Delaware Secretary of State including any amendment or cancellation of such Certificate.

4.4 By-Laws. The Managing Trustees may, but are not required to, make, adopt, amend, or repeal By-Laws containing provisions relating to the business of the Trust, the conduct of its affairs, its rights or powers of the Beneficiary, of the Managing Trustees, or of the officers of the Trust not inconsistent with law or with this Agreement; provided however, that no provision of such By-Laws may impose any duty, obligation or responsibility on the Statutory Trustee not otherwise set forth in this Agreement without the prior written consent of the Statutory Trustee. Such By-Laws may provide for the appointment by the Chairman and President of assistant officers or of agents of the Trust in addition to those provided for in the foregoing Section 4.3(k), subject however to the right of the Managing Trustees to remove or discharge such officers or agents.

4.5 Trustees Acting Only In Fiduciary Capacity and Other Matters.

(a) Each and every power, authority, and discretion given to or vested in the Trustees by or pursuant to the provisions of this Agreement or by law shall be exercised by the Trustees only in a fiduciary capacity.

- 11 -

(b) The Managing Trustees shall have no duty to dispose of the limited partnership interest in Chaparral Steel Midlothian, LP even though such investment may not yield as high a rate of return as other available investments and even though the retention of such limited partnership interest may raise questions of prudence. The Managing Trustees shall have no responsibility for any loss that may result from acting in accordance with the immediately preceding sentence and no action or failure to act by the Trustees pursuant to the immediately preceding sentence shall be subject to question by the Beneficiary.

(c) The Trustees and the Trust shall not be subject to Section 3540 of the Delaware Code Annotated, Title 12, Chapter 35.

ARTICLE V

OFFICERS, EMPLOYEES, AND OTHER AGENTS

5.1 Employment of Officers, Employees, and Other Agents. The Managing Trustees are responsible for the general policies of the Trust and for such general supervision of the business of the Trust conducted by all officers, agents, employees, advisers, managers, or independent contractors of the Trust as may be necessary to insure that such business conforms to the provisions of this Agreement. However, the Managing Trustees are not, and shall not be, required personally to conduct the business of the Trust. Consistent with the powers described in Section 4.3(k), the Managing Trustees shall have the power to appoint, employ, or contract with any Person (including one or more of themselves, or any corporation, partnership, or trust in which one of more of them may be directors, officers, stockholders, partners, or trustees) as the Managing Trustees may deem necessary or proper for the transaction of the business of the Trust. For such purpose, the Managing Trustees may grant or delegate such authority to any such Person as the Managing Trustees may in their sole discretion deem necessary or desirable without regard to whether such authority is normally granted or delegated by trustees.

5.2 Compensation and Powers. The Managing Trustees shall have the power to determine the terms and compensation of any Person whom they may employ or with whom they may contract other than the Statutory Trustee, whose compensation is as set forth in Section 3.10 hereof. The Managing Trustees may exercise broad discretion in allowing officers, employees, or other agents to administer and regulate the operations of the Trust, to act as agent for the Trust, to execute documents on behalf of the Managing Trustees, and to make executive decisions which conform to general policies and principles previously established by the Managing Trustees and not inconsistent with this Agreement.

ARTICLE VI

BENEFICIARY AND BENEFICIAL INTEREST IN TRUST

6.1 Beneficial Interest in Trust. All beneficial interest in the Trust shall be vested in the Beneficiary and shall be referred to herein as the Beneficial Interest of the Beneficiary. The Beneficial Interest shall not be represented by shares or other certificates.

- 12 -

6.2 Legal Ownership of Trust Estate. Except to the extent provided in Sections 3.9 and 5.1. The legal ownership of the Trust Estate and the right to conduct the business of the Trust are vested exclusively in the Managing Trustees. The Beneficiary shall have no interest therein, other than the Beneficial Interest in the Trust conferred on it by this Agreement. The Beneficiary shall have no right to compel any partition, division, dividend, or distribution of the Trust or any of the Trust Estate, nor may it be called upon to share or assume any losses of the Trust or suffer an assessment of any kind by virtue of its Beneficial Interest.

6.3 Beneficial Interest Deemed Personal Property. The Beneficial Interest of the Beneficiary shall be personal property and shall confer upon the Beneficiary only the interest and rights specifically set forth in this Agreement. The death, dissolution, liquidation, insolvency, or incapacity of the Beneficiary shall not dissolve or terminate the Trust, affect its continuity, or give the legal representative of the Beneficiary any rights whatsoever, whether against or in respect of the Managing Trustees or the Trust Estate or otherwise.

6.4 Transfer of Beneficial Interest by Beneficiary. The Beneficiary may at any time transfer all or from time to time transfer a portion of its Beneficial Interest in the Trust to any Person. Any such transfer shall be effective upon receipt by the Managing Trustees of a Notice of Transfer, which Notice shall, in substantially the form of Exhibit B hereto, (a) specify the name and address of the transferee and the percentage of the Beneficial Interest in the Trust being transferred to such transferee and (b) be signed by the Beneficiary, the transferee, and at least one of the Managing Trustees. The Managing Trustees shall maintain or cause to be maintained in the records of the Trust all Notices of Transfer, which Notices shall be conclusive evidence of the transfer of all or a portion, as the case may be, of the Beneficial Interest. By signing the Notice of Transfer, the transferee of all or any portion of the Beneficial Interest shall have agreed to and shall be bound by the terms and conditions of this Agreement, as provided in Section 9.7.

6.5 Distributions to the Beneficiary. The Managing Trustees may from time to time declare and pay to the Beneficiary such distributions in cash or other property, out of current or accumulated income, capital, capital gains, principal, surplus, proceeds from the increase or refinancing of Trust obligations, from the repayment of loans made by the Trust, from the sale of portions of the Trust Estate, or from any other source as the Managing Trustees in their discretion shall determine. The Beneficiary shall have no right to any distribution unless and until declared by the Managing Trustees.

6.6 Meetings of the Beneficiary. The Managing Trustees shall cause to be called and held an annual meeting of the Beneficiary at such time and such place as they may determine at which Managing Trustees shall be appointed and any other proper business may be conducted. The annual meeting of the Beneficiary shall be held on such date and upon such notice as the Managing Trustees shall determine. Special meetings of the Beneficiary may be called by a majority of the Managing Trustees or the Chairman or the President of the Trust, and shall be called by the Managing Trustees or any officer of the Trust upon the written request of the Beneficiary (or, if more than one Person holds a Beneficial Interest, upon the written request of one or more Persons collectively holding not less than 75 percent of the Beneficial Interest in the Trust), which written request shall state the purpose(s) of the meeting so requested. The Trust shall provide the Beneficiary due notice (either in person or by mail) of a special meeting and the

- 13 -

purpose of such meeting, including the date, time, and place of such meeting, as determined by the Managing Trustees. If there shall be no Managing Trustees, a special meeting of the Beneficiary shall be held promptly for the appointment of successor Managing Trustees. The call and notice of any special meeting shall state the purpose of the meeting.

6.7 Actions by the Beneficiary and Consents. The presence of the Beneficiary (or, if more than one Person holds a Beneficial Interest, the presence of one or more Persons collectively holding at least 51 percent of the Beneficial Interest in the Trust) at any meeting shall constitute a quorum at such meeting. Whenever the Beneficiary is required or permitted to take any action, such action may be taken, except as otherwise provided by this Agreement or required by law, by the vote of the Beneficiary cast at a meeting of the Beneficiary at which a quorum is present (or, if more than one Person holds a Beneficial Interest, by the vote of one or more Persons collectively holding at least 51 percent of the Beneficial Interest in the Trust present at a meeting of the Beneficiary at which a quorum is present), or without a meeting by written consent setting forth the action so taken signed by the Beneficiary (or, if more than one Person holds a Beneficial Interest, signed by each such Person). Notwithstanding any provision of this Agreement to the contrary, no vote or consent of the Beneficiary shall be required to approve the sale, exchange, or other disposition by the Managing Trustees of one or more assets of the Trust, or the pledging, hypothecating, granting security interests in, mortgaging, encumbering, or leasing of all or any of the Trust Estate.

6.8 Notice to the Beneficiary; Waiver of Notice. Any notice of meeting or other notice, communication, or report to the Beneficiary shall be deemed duly delivered to the Beneficiary when such notice, communication, or report is deposited, with postage thereon prepaid, in the United States mail, addressed to the Beneficiary at its address as appears on the records of the Trust or is delivered in person to the Beneficiary. Notice of any annual meeting of the Beneficiary or any special meeting of the Beneficiary need not be given to the Beneficiary if it submits a written and signed waiver of notice, either before or after the meeting, or if it attends the meeting without protesting the lack of notice prior to or at the commencement of the meeting.

6.9 Inspection by the Beneficiary. The Beneficiary shall have the same right to inspect the records of the Trust as has a shareholder in a Delaware business corporation.

ARTICLE VII

LIABILITY OF TRUSTEES, THE BENEFICIARY

AND OFFICERS, AND OTHER MATTERS

7.1 Limitation of Liability of Trustees and Officers. No Trustee or officer of the Trust shall be liable to the Trust or to any Trustee or the Beneficiary for any act or omission whether his or its own or that of any other Trustee or officer of the Trust or of the Beneficiary or any agent of the Trust, nor shall any such Trustee be held to any personal liability whatsoever in tort, contract, or otherwise in connection with the affairs of this Trust, except only that arising from his or its own bad faith, willful misfeasance, gross negligence, or reckless disregard of his or its duties.

- 14 -

7.2 Limitation of Liability of the Beneficiary, Trustees, and Officers; Indemnification of Beneficiary. The Trustees and officers in incurring any debts, liabilities, or obligations, or in taking or omitting any other actions for or in connection with the Trust are, and shall be deemed to be, acting as Trustees or officers of the Trust and not in their own individual capacities. Except to the extent provided in Section 7.1, no Trustee or officer of the Trust or the Beneficiary shall be liable for any debt, claim, demand, judgment, decree, liability, or obligation of any kind of, against, or with respect to the Trust arising out of any action taken or omitted for or on behalf of the Trust. The Trust shall be solely liable therefor and resort shall be had solely to the Trust Estate for the payment or performance thereof. The Beneficiary shall be entitled to indemnification from the Trust Estate if, contrary to the provisions hereof, the Beneficiary shall be held to any such personal liability.

7.3 Express Exculpatory Clauses in Instruments. To the extent practicable, the Managing Trustees shall make reasonable efforts to cause any written instrument creating an obligation of the Trust to include a reference to this Agreement, and to provide that neither the Beneficiary nor the Trustees or the officers of the Trust shall be liable thereunder and that the other parties to such instrument shall look solely to the Trust Estate for the payment of any claim thereunder or for the performance thereof; provided, however, that the omission of such provision from any such instrument shall not render the Beneficiary or any Trustee or officer of the Trust liable nor shall the Trustees or any officer of the Trust be liable to anyone for such omission.

7.4 Indemnification and Reimbursement of Trustees and Officers.

(a) Right to Indemnification. Each Trustee and officer of the Trust shall be entitled as of right to be indemnified by the Trust against any expenses and liabilities paid or incurred by such Person in connection with any actual or threatened claim, action, suit, or proceeding, civil, criminal, administrative, investigative or other, whether brought by or in the right of the Trust or otherwise, in which he or it may be involved in any manner as a party, witness, or otherwise, or is threatened to be made so involved, by reason of such Person being or having been a Trustee or officer of the Trust or by reason of the fact that such Person is or was serving at the request of the Trustees as a director, officer, employee, fiduciary, or other representative of another Person (such claim, action, suit, or proceeding hereinafter being referred to as an “Action”); provided, however, that no such right of indemnification shall exist with respect to any Action initiated by an indemnitee (as hereinafter defined) other than the Statutory Trustee against the Trust (an “Indemnitee Action”), except as provided in the last sentence of this subsection (a). Persons who are not Trustees or officers of the Trust may be similarly indemnified in respect of service to the Trust or to another Person on behalf of the Trust at the request of the Trustees to the extent the Trustees at any time denominate any of such Persons as entitled to the benefits of this Section 7.4.

As used in this Section 7.4, the following terms shall have the following meanings:

(i) “indemnitee” shall include each Trustee and officer of the Trust and each other Person denominated by the Trustees as entitled to the benefits of this Section 7.4.

- 15 -

(ii) “expenses” shall mean all expenses actually and reasonably incurred, including fees and expenses of counsel selected by an indemnitee.

(iii) “liabilities” shall mean amounts of judgments, excise taxes, fines, penalties, and amounts paid in settlement.

An indemnitee other than the Statutory Trustee shall be entitled to be indemnified pursuant to this subsection (a) for expenses incurred in connection with any Indemnitee Action only (i) if the Indemnitee Action is instituted under subsection (c) of this Section 7.4 and the indemnitee is successful in whole or in part in such Indemnitee Action, (ii) if the indemnitee is successful in whole or in part in another Indemnitee Action for which expenses are claimed or (iii) if the indemnification for expenses is included in a settlement of, or is awarded by a court in, such other Indemnitee Action.

(b) Right to Advancement of Expenses. Every indemnitee shall be entitled as of right to have his expenses in defending any Action, or in initiating and pursuing any Indemnitee Action for indemnity or advancement of expenses under subsection (c) (or, in the case of the Statutory Trustee, an Action under subsection (c)), paid in advance by the Trust prior to final disposition of such Action or Indemnitee Action, provided that the Trust receives a written undertaking by or on behalf of the indemnitee to repay the amount advanced if it should ultimately be determined that the indemnitee is not entitled to be indemnified for such expenses.

(c) Right of Indemnitee to Initiate Action. If a written claim under subsection (a) or (b) is not paid in full by the Trust within thirty (30) days after such claim has been received by the Trust, the indemnitee may at any time thereafter initiate an Indemnitee Action (or in the case of the Statutory Trustee, an Action) to recover the unpaid amount of the claim and, if successful in whole or in part, in the case of any indemnitee other than the Statutory Trustee, and without regard to such success provided such action was initiated in good faith in the case of the Statutory Trustee, the indemnitee shall also be entitled to be paid the expense of prosecuting such Indemnitee Action (or in the case of the Statutory Trustee, an Action). The only defense to an Indemnitee Action to recover on a claim for indemnification under subsection (a) shall be that the indemnitee’s conduct was such that under Delaware law the Trust is prohibited from indemnifying the indemnitee for the amount claimed, but the burden of proving such defense shall be on the Trust. Neither the failure of the Trust (including its Trustees, independent legal counsel, or the Beneficiary) to have made a determination prior to the commencement of such Indemnitee Action that indemnification of the indemnitee is proper in the circumstances, nor an actual determination by the Trust (including its Trustees, independent legal counsel, or the Beneficiary) that the indemnitee’s conduct was such that indemnification is prohibited by Delaware law, shall be a defense to such Indemnitee Action or create a presumption that the indemnitee’s conduct was such that indemnification is prohibited by Delaware law. The only defense to an Indemnitee Action to recover on a claim for advancement of expenses under subsection (b) shall be the indemnitee’s failure to provide the undertaking required by subsection (b).

- 16 -

(d) Insurance and Funding. The Trust may purchase and maintain insurance to protect itself and any Person eligible to be indemnified hereunder against any liability or expense asserted or incurred by such Person in connection with any Action, whether or not the Trust would have the power to indemnify such Person against such liability or expense by law or under the provisions of this Section 7.4. The Trust may create a trust fund, grant a security interest, cause a letter of credit to be issued or use other means (whether or not similar to the foregoing) to ensure the payment of such sums as may become necessary to effect indemnification as provided herein.

(e) Non-Exclusivity; Nature and Extent of Rights. The rights to indemnification and advancement of expenses provided for in this Section 7.4 shall (i) not be deemed exclusive of any other rights, whether now existing or hereafter created, to which any indemnitee may be entitled under any agreement or the By Laws (if adopted), vote of the Beneficiary or Trustees or otherwise, (ii) be deemed to create contractual rights in favor of each indemnitee who serves the Trust at any time while this Section 7.4 is in effect (and each such indemnitee shall be deemed to be so serving in reliance on the provisions of this Section 7.4), and (iii) continue as to each indemnitee who has ceased to have the status pursuant to which he was entitled or was denominated as entitled to indemnification under this Section 7.4 and shall also inure to the benefit of the heirs and legal representatives of each indemnitee. Any amendment or repeal of this Section 7.4 or adoption of any ByLaw or provision of this Agreement which has the effect of limiting in any way the rights to indemnification or advancement of expenses provided for in this Section 7.4 shall operate prospectively only and shall not affect any action taken, or failure to act, by an indemnitee prior to the adoption of such amendment, repeal, By-Law, or other provision, nor shall any such changes affect the Statutory Trustee’s rights hereunder without its prior written consent.

(f) Partial Indemnity. If an indemnitee is entitled under any provision of this Section 7.4 to indemnification by the Trust for some or a portion of the expenses or liabilities paid or incurred by the indemnitee in the preparation, investigation, defense, appeal, or settlement of any Action or Indemnitee Action but not, however, for the total amount thereof, the Trust shall indemnify the indemnitee for the portion of such expenses or liabilities to which the indemnitee is entitled.

(g) Conflicts. Notwithstanding any provision of this Section 7.4 to the contrary, in the event there is any conflict between the provisions of this Section 7.4 and the provisions of the Articles of Incorporation for Chaparral Steel Company the provisions of such Articles of Incorporation shall control; provided, however, the preceding provisions of this Section 7.4(g) shall have no effect on the rights and obligations of the Statutory Trustee hereunder.

7.5 Persons Dealing With Trustees or Officers. Any act of the Trustees’ or officers purporting to be done in their capacity as such shall, as to any Persons dealing with such Trustees or officers, be conclusively deemed to be within the purposes of this Trust and within the powers of the Trustees and officers. No Person dealing with the Trustees or any of them, or with the authorized officers, agents, or representatives of the Trust, shall be bound to see to the application of any funds or property passing into their hands or control. The receipt of the Trustees or any of them, or of authorized officers, agents, or representatives of the Trust, for moneys or other consideration, shall be binding upon the Trust.

- 17 -

7.6 Reliance. The Trustees and officers may consult with counsel and the advice or opinion of such counsel shall be full and complete personal protection to all of the Trustees and officers in respect of any action taken or suffered by them in good faith and in reliance on or in accordance with such advice or opinion. In discharging their duties, Trustees and officers, when acting in good faith, may rely upon financial statements of the Trust represented to them to be correct by the President or the officer of the Trust having charge of its books of account, or stated in a written report by an independent certified public accountant fairly to present the financial position of the Trust. The Trustees may rely, and shall be personally protected in acting, upon any instrument or other document believed by them to be genuine.

ARTICLE VIII

DURATION, MERGER, DISSOLUTION, AND AMENDMENT OF TRUST

AGREEMENT

8.1 Duration of Trust. The period of duration of the Trust shall be perpetual; provided, that the period of duration may be changed pursuant to an appropriate amendment to this Agreement.

8.2 Merger or Consolidation. The Managing Trustees may, with the prior approval of the Beneficiary, (a) merge or consolidate the Trust with and/or into, or sell, convey, and transfer the Trust Estate to, any Person in exchange for shares or Securities thereof, or beneficial interests therein, or other consideration, and (if the Trust is not the surviving entity of such merger, consolidation, or other transaction) the assumption by such transferee of the liabilities of the Trust and (b) subject to Section 8.3, if the Trust is not the surviving entity of such merger, consolidation, or other transaction, thereupon terminate the Trust and distribute such shares, securities, beneficial interests, or other consideration, to the Beneficiary pursuant to a plan or other determination duly adopted by the Managing Trustees.

8.3 Dissolution. The Trust may be dissolved by the Managing Trustees, with the prior approval of the Beneficiary, pursuant to a plan of dissolution or liquidation adopted by the Managing Trustees and at the direction of the Managing Trustees consented to by the Statutory Trustee. Such plan shall provide that all debts of the Trust shall be satisfied and that the remaining property of the Trust Estate shall be distributed to the Beneficiary (or, if more than one Person holds a Beneficial Interest, to such Persons in accordance with their percentage interest of the Beneficial Interest in the Trust); provided, however, that such plan may include a provision for the creation of an escrow to cover any debts or other obligations of the Trust which are not matured or are contingent or otherwise not paid or subject to payment at the time such plan becomes effective. At the time of any such dissolution or termination, the Managing Trustees shall cause this Agreement to be amended in accordance with Section 8.4 to change the duration of the Trust, as permitted by Section 8.1.

8.4 Amendment of Trust Agreement. This Agreement may be amended by the Managing Trustees, but only with the prior approval of the Beneficiary; provided, however, that

- 18 -

the Managing Trustees may amend this Agreement without the approval of the Beneficiary at any time to the extent deemed by the Managing Trustees in good faith to be necessary to meet the requirements necessary to maintain the Trust’s status as a business trust under the laws of the State of Delaware, but the Managing Trustees shall not be liable for failing so to do; provided, further, that no amendment shall adversely affect the liability of the Beneficiary or the Statutory Trustee without their respective approvals. Actions by the Managing Trustees pursuant to Section 9.6(a) that result in amending this Agreement also may be effected without the approval of the Beneficiary. The Managing Trustees shall give the Statutory Trustee notice of any proposed amendment ten (10) days prior to the effective date of such amendment and the Statutory Trustee shall have the right to resign as Statutory Trustee during such period and the Managing Trustees shall appoint a replacement Statutory Trustee pursuant to Section 3.10. The Managing Trustees shall file an amended Certificate to reflect such resignation and replacement.

ARTICLE IX

MISCELLANEOUS

9.1 Applicable Law. The Trust set forth in this Agreement is created under and shall be governed by and construed and administered according to the laws of the State of Delaware.

9.2 Situs of Trust. The Trust will maintain a registered office and agent in the State of Delaware. The initial registered office and agent of the Trust in the State of Delaware shall be the Statutory Trustee at 900 Market Street, Wilmington, Delaware 19801. The Statutory Trustee’s sole responsibility in connection with serving as registered agent and providing a registered office shall be to forward to such address as the Managing Trustees shall specify in writing, from time to time, service of process and other communications received by it and clearly designated as receivable by or in the name of the Trust. The Trust may have such principal and other business offices or places of business within or without the State of Delaware as the Managing Trustees may from time to time determine. The Managing Trustees shall select and may from time to time change the situs of the Trust within the United States.

9.3 Certificates. A certificate of trust as required pursuant to (S)3810 of the Delaware Business Trust Act shall be filed for the Trust. Any person dealing with the Trust may rely on a certificate by a Managing Trustee or an officer of the Trust as to the terms of this Agreement and any amendments to the Agreement, as to the identity of the Trustees and officers, and as to any matters in connection with the Trust hereunder. Any person dealing with the Trust may, with the same effect as if it were the original, rely on a copy of this Agreement or of any amendments hereto certified by a Managing Trustee or an officer of the Trust to be such a copy of the Agreement or of any such amendments.

9.4 Headings. Headings are placed herein for convenience of reference only and shall not be taken as a part hereof or control or affect the meaning, construction, or effect of this Agreement.

9.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

- 19 -

9.6 Provisions of the Trust in Conflict With Law or Regulations; Severability and Enforceability.

(a) The provisions of this Agreement are severable. If the Managing Trustees shall determine, with or without the advice of counsel, that any one or more of such provisions (the “Conflicting Provisions”) could have the effect of preventing the Trust from maintaining its status as a Delaware business trust or are in conflict with other applicable federal or state laws or regulations, the Conflicting Provisions shall be deemed never to have constituted a part of this Agreement; provided, however, that such determination by the Managing Trustees shall not affect or impair any of the remaining provisions of this Agreement or render invalid or improper any action taken or omitted (including of or by the Managing Trustees) prior to such determination. A certification signed by a majority of the Managing Trustees setting forth a determination that one or more provisions are Conflicting Provisions and reciting that it was duly adopted by the Managing Trustees, or a copy of this Agreement with the Conflicting Provisions removed pursuant to such a determination signed by a majority of the Managing Trustees, shall be conclusive evidence of such determination when kept in the records of the Trust. The Managing Trustees shall not be liable for failure to make any determination under this Section 9.6. Nothing in this Section 9.6 shall in any way limit or affect the right of the Managing Trustees to amend this Agreement as provided in Section 8.4. The Managing Trustees shall give the Statutory Trustee notice of any proposed determination pursuant to the first sentence of this Section 9.6(a) ten (10) days prior to the effective date of any such determination and the Statutory Trustee shall have the right to resign as Statutory Trustee during such period and the Managing Trustees shall appoint a replacement Statutory Trustee pursuant to Section 3.10.. The Managing Trustees shall file an amended Certificate to reflect such resignation and replacement.

(b) if any provision of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision, and shall not in any manner affect or render invalid or unenforceable any other provision of this Agreement. This Agreement shall be carried out as if any such invalid or unenforceable provisions were not contained herein.

9.7 Binding Effect; Successors in Interest. Each Person who becomes the holder of all or a part of the Beneficial Interest in the Trust shall agree to be, and shall be, bound by the provisions of this Agreement. This Agreement shall be binding upon and inure to the benefit of the Trustees and the Beneficiary and the respective successors, assigns, heirs, distributees, and legal representatives of each of them.

9.8 Irrevocability by Settlor. This Agreement and the Trust created hereunder shall be irrevocable by the Settlor, subject to the provisions of Article VIII hereof.

- 20 -

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

SETTLOR:
CHAPARRAL STEEL HOLDINGS, INC.
By:	/s/ Illegible
Title:	VICE PRESIDENT
MANAGING TRUSTEES:
By:	/s/ Larry L. Clark
	Larry L. Clark, Trustee
Address:	300 Ward Road and Highway 67
	Midlothian, TX 76065-9651
	/s/ Richard M. Fowler
	Richard M. Fowler, Trustee
Address:	300 Ward Road and Highway 67
	Midlothian, TX 76065-9651
	/s/ Robert C. Moore
	Robert C. Moore, Trustee
Address:	300 Ward Road and Highway 67
	Midlothian, TX 76065-9651
STATUTORY TRUSTEE:
DELAWARE TRUST CAPITAL MANAGEMENT, not in its individual capacity but solely as Statutory Trustee
By:	/s/ Illegible
Title:	VICE PRESIDENT

- 21 -

STATE OF TEXAS	§
	§
COUNTY OF DALLAS	§

BEFORE ME, the undersigned, a Notary Public in and for said County and State on this 15TH day of MARCH, 1996, personally appeared LARRY L. CLARK, to me known to be the identical person who subscribed the name Chaparral Steel Holdings, Inc., a Delaware corporation, to the foregoing instrument as its VICE PRESIDENT, and acknowledged to me that he executed the same as his free and voluntary act and deed and as the free and voluntary act and deed of such organization for the uses and purposes therein set forth.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, the day and year last above written.

	/s/ Gwynn E. Herrick
	Notary Public in and for the State of Texas
	Printed Name of Notary Public:
My Commission Expires:
	[SEAL]
	GWYNN E. HERRICK
(Notary Seal)	Notary Public
	STATE OF TEXAS
	My Comm. Exp. SEPT 2, 1996

- 22 -

STATE OF TEXAS	§
	§
COUNTY OF DALLAS	§

BEFORE ME, the undersigned, a Notary Public in and for said County and State on this 15TH day of MARCH, 1996, personally appeared Larry L Clark, to me known to be the identical person who subscribed his name to the foregoing instrument as Trustee, and acknowledged to me that he executed the same as his free and voluntary act and deed for the uses and purposes therein set forth.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, the day and year last above written.

	/s/ Gwynn E. Herrick
	Notary Public in and for the State of Texas
	Printed Name of Notary Public:
My Commission Expires:
	[SEAL]
	GWYNN E. HERRICK
(Notary Seal)	Notary Public
	STATE OF TEXAS
	My Comm. Exp. SEPT 2, 1996

- 23 -

STATE OF TEXAS	§
	§
COUNTY OF DALLAS	§

BEFORE ME, the undersigned, a Notary Public in and for said County and State on this 15TH day of MARCH, 1996, personally appeared Richard M. Fowler, to me known to be the identical person who subscribed his name to the foregoing instrument as Trustee, and acknowledged to me that he executed the same as his free and voluntary act and deed for the uses and purposes therein set forth.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, the day and year last above written.

	/s/ Gwynn E. Herrick
	Notary Public in and for the State of Texas
	Printed Name of Notary Public:
My Commission Expires:
	[SEAL]
	GWYNN E. HERRICK
(Notary Seal)	Notary Public
	STATE OF TEXAS
	My Comm. Exp. SEPT 2, 1996

- 24 -

STATE OF TEXAS	§
	§
COUNTY OF DALLAS	§

BEFORE ME, the undersigned, a Notary Public in and for said County and State on this 15TH day of MARCH, 1996, personally appeared Robert C. Moore, to me known to be the identical person who subscribed his name to the foregoing instrument as Trustee, and acknowledged to me that he executed the same as his free and voluntary act and deed for the uses and purposes therein set forth.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, the day and year last above written.

	/s/ Gwynn E. Herrick
	Notary Public in and for the State of Texas
	Printed Name of Notary Public:
My Commission Expires:
	[SEAL]
	GWYNN E. HERRICK
(Notary Seal)	Notary Public
	STATE OF TEXAS
	My Comm. Exp. SEPT 2, 1996

- 25 -

STATE OF TEXAS	§
	§
COUNTY OF DALLAS	§

BEFORE ME, the undersigned, a Notary Public in and for said County and State on this 18th day of MARCH, 1996, personally appeared Richard N. Smith, to me known to be the identical person who subscribed the name Delaware Trust Capital Management to the foregoing instrument as its Vice President, and acknowledged to me that he executed the same as his free and voluntary act and deed and as the free and voluntary act and deed of such organization for the uses and purposes therein set forth.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, the day and year last above written.

	/s/ Anna M. Sklodowski
	Notary Public in and for the State of Texas
	Printed Name of Notary Public:
My Commission Expires:
	ANNA M. SKLODOWSKI NOTARY PUBLIC - DELAWARE My Commission Expires Feb. 15, 1998
(Notary Seal)

- 26 -

EX-3.19

Exhibit 3.19

BYLAWS

OF

CHAPARRAL STEEL TRUST

* * *

ARTICLE I

OFFICES

SECTION 1. In addition to its principal office in the State of Delaware, the Trust may also have offices at such other places both within and without the State of Delaware as the Managing Trustees shall from time to time determine.

ARTICLE II

ANNUAL MEETING OF BENEFICIARY

SECTION 1. All meetings of Beneficiaries for the appointment of Managing Trustees shall be held in accordance with Section 6.6 of the Trust Agreement in the City of Wilmington, State of Delaware, at such place as may be fixed from time to time by the Managing Trustees, or at such other place either within or without the State of Delaware as shall be designated from time to time by the Managing Trustees and as stated in the notice of the meeting or in a duly executed waiver of notice thereof.

SECTION 2. Annual Meetings of Beneficiaries, commencing with the year 1996, shall be held each year on the second Friday of October, if not a legal holiday, then on the next secular day following, at 10:30 a.m. in the forenoon, at which they shall appoint, by a plurality vote, not fewer than three (3) nor more than six (6) Managing Trustees, and transact such other business as may properly be brought before the meeting.

ARTICLE III

MANAGING TRUSTEES

SECTION 1. The business affairs of the Trust shall be managed by its Managing Trustees which may, subject to Article IV of the Trust Agreement, exercise all such powers of the Trust and do all such lawful acts and things as are not by statute or by these Bylaws directed or required to be exercised or done by the Beneficiary.

SECTION 2. The Managing Trustees may keep the books of the Trust, except such as are required by law to be kept within or without the State of Delaware, at such place or places as they from time to time determine.

SECTION 3. The Managing Trustees shall have power to authorize the payment of compensation to the Managing Trustees for services to the Trust, including fees for attendance

-1-

at meetings of the Managing Trustees and of other committees and to determine the amount of such compensation and fees.

ARTICLE IV

MEETINGS OF THE MANAGING TRUSTEES

SECTION 1. Annual and regular meetings of the Managing Trustees shall be held as provided in Section 3.7 of the Trust Agreement.

ARTICLE V

NOTICES

SECTION 1. Whenever, under the provisions of the statutes or of the Trust Agreement or of these Bylaws, notice is required to be given to any Trustee or Beneficiary, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such Trustee or Beneficiary, at the respective addresses as they appear on the records of the Trust, with postage prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States Postal Service. Notice to any Trustee or Beneficiary may also be given by telegram or delivered in person.

SECTION 2. Whenever any notice for whatever reason is required to be given under the provisions of the statutes or under the provisions of the Trust Agreement or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE VI

OFFICERS

SECTION 1. The Managing Trustees, immediately after the appointment of Managing Trustees in each year, shall elect a Chairman, a President, one or more Vice Presidents, a Secretary and a Treasurer, and may from time to time elect such other officers as they may deem proper. Except with respect to the Chairman, none of such officers need be a member of the Managing Trustees.

SECTION 2. The officers of the Trust shall hold office until their successors are elected and qualify. Any officer appointed by the Managing Trustees may be removed at any time with or without cause by the affirmative vote of a majority of the Managing Trustees. Any vacancy occurring in any office of the Trust shall be filled by the Managing Trustees.

SECTION 3. The Managing Trustees may authorize the execution of contracts of employment between the Trust and one (1) or more of the officers of the Trust. Removal of any such officer from his or her office without cause by the Managing Trustees shall not of itself affect any right to compensation which such removed officer may have under such contract.

-2-

The Chairman

SECTION 4. The Chairman shall preside at all meetings of the Managing Trustees and Beneficiaries.

The President

SECTION 5. Except as otherwise provided by the Managing Trustees, the President shall be the chief executive officer of the Trust and shall have, within the limitations and subject to the procedures established from time to time by resolution of the Managing Trustees, general and active management of the business of the Trust and shall see that all orders and resolutions of the Managing Trustees are carried into effect.

The Vice Presidents

SECTION 6. The Vice President, if there shall be one, or if there shall be more than one, the Vice Presidents, in the order determined by the Managing Trustees, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and have such other powers as the Managing Trustees may from time to time prescribe.

The Secretary and Assistant Secretaries

SECTION 7. The Secretary shall attend all meetings of the Managing Trustees and all meetings of the Beneficiaries and record all the proceedings of such meetings in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He or she shall give, or cause to be given, notice of all meetings of the Beneficiaries and special meetings of the Managing Trustees, and shall perform such other duties as may be prescribed by the Managing Trustees or President, under whose supervision he or she shall be. He or she shall have custody of the seal of the Trust and he, she, or an Assistant Secretary, shall have the authority to affix the same to any instrument requiring it and when so affixed it may be attested by his or her signature or by the signature of such Assistant Secretary. The Managing Trustees may give general authority to any other officer to affix the seal of the Trust and to attest the affixing by his signature.

SECTION 8. The Assistant Secretary, or if there be more than one, the Assistant Secretaries, in the order determined by the Managing Trustees, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Managing Trustees may from time to time prescribe.

The Treasurer and Assistant Treasurers

SECTION 9. The Treasurer shall have the custody of the Trust funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Trust and shall deposit all moneys and other valuable effects in the name and to the credit of the Trust in such depositories as may be designated by the Managing Trustees.

-3-

SECTION 10. The Treasurer shall disburse the funds of the Trust as may be ordered by the Managing Trustees, taking proper vouchers for such disbursements, and shall render to the President and the Managing Trustees, at their regular meetings, or when the Managing Trustees so require, an account of all his or her transactions as Treasurer and of the financial condition of the Trust.

SECTION 11. If required by the Managing Trustees, the Treasurer shall give the Trust a bond in such sum and with such surety or sureties as shall be satisfactory to the Managing Trustees for the faithful performance of the duties of his or her office and for the restoration to the Trust, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, moneys and other property of whatever kind in his or her possession or under his control belonging to the Trust.

SECTION 12. The Assistant Treasurer, or, if there shall be more than one, the Assistant Treasurers, in the order determined by the Managing Trustees, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Managing Trustees may from time to time prescribe.

ARTICLE VII

GENERAL PROVISIONS

Checks

SECTION 1. All checks or demands for money and notes of the Trust shall be signed by such officer or officers or such other person or persons as the Managing Trustees may from time to time designate.

Fiscal Year

SECTION 2. The fiscal year of the Trust shall begin on the first day of June in each year, unless otherwise provided by the Managing Trustees.

Seal

SECTION 3. The seal of the Trust shall be in such form as the Managing Trustees shall prescribe. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Reliance on Books and Statements

SECTION 4. A Managing Trustee shall be fully protected in relying in good faith upon the books of account of the Trust or statements prepared by any of its officials as to the value and amount of the assets, liabilities and/or net profits of the Trust, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid.

-4-

Indemnification — Managing Trustees and Officers

SECTION 5. The Trust may indemnify every person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Trust, by reason of the fact that said person is or was a Trustee, officer, employee or agent of the Trust, or is or was serving at the request of the Trust as a Trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amount paid in settlement incurred by said person in connection with such action, suit or proceeding, to the full extent permitted by the laws of the State of Delaware in effect from time to time. The Trust shall have the right and power to purchase and maintain insurance in such principal amounts as shall be approved by resolution of the Managing Trustees of the Trust from time to time on behalf of each said person against any liability asserted against and incurred by said person in any such aforesaid capacity, or arising out of said person’s status as such, to the full extent permitted by the laws of the State of Delaware in effect from time to time.

ARTICLE VIII

AMENDMENTS

These Bylaws may be altered, amended or repealed or new Bylaws may be adopted at any regular or special meeting of Beneficiaries, or of the Managing Trustees, at which a quorum is present or represented, by the affirmative vote of a majority of the outstanding stock entitled to vote, or of a majority of the Managing Trustees of the Trust, provided notice of the proposed alteration, amendment or repeal be contained in the notice of such meeting.

-5-

EX-3.20

Exhibit 3.20

CERTIFICATE OF FORMATION

OF

CHAPARRAL STEEL TEXAS, LLC

The undersigned, being a person authorized to form limited liability company under the Delaware Limited Liability Company Act, hereby adopts the following Certificate of Formation for such limited liability company:

1. The name of the limited liability company is Chaparral Steel Texas, LLC.

2. The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the limited liability company is to engage in any lawful act or activity for which limited liability companies may be organized under the General Corporation Law of Delaware.

4. The limited liability company reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Formation, in the manner now or hereinafter prescribed by statute and otherwise set forth in its Operating Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Chaparral Steel Texas, LLC as of June 17, 2005.

CHAPARRAL STEEL TEXAS, LLC
By:	/s/ Richard M. Fowler
	Richard M. Fowler
	Vice President and Chief Financial Officer

EX-3.21

Exhibit 3.21

OPERATING AGREEMENT

OF

CHAPARRAL STEEL TEXAS, LLC

(a Delaware Limited Liability Company)

THIS OPERATING AGREEMENT (this “Agreement”) of Chaparral Steel Texas, LLC (the “Company”), dated as of June 17, 2005, is executed, agreed to and adopted by Chaparral Steel Investments, Inc, a Delaware corporation (“Investments”), the sole member hereof, and the Company.

RECITALS

WHEREAS, on June 17, 2005, Chaparral Steel Texas, Inc., a Delaware corporation (“Other Entity”), converted into Company pursuant to Section 266 of the Delaware General Corporation Law (the “Conversion”); and

WHEREAS, immediately prior to Conversion, Investments was the owner of all the outstanding capital stock of Other Entity, and as a result of the Conversion became the sole member and owner of all the outstanding Membership Interests of Company, pursuant to terms set forth herein; and

NOW THEREFORE, for the good and valuable consideration set forth herein, the parties agree to the following terms and conditions:

ARTICLE I.

Formation of Limited Liability Company

Section 1.1 Formation. The Company has been formed as a Delaware limited liability company by the filing of a Certificate of Formation (the “Articles”) under and pursuant to the Delaware Limited Liability Company Act (such Act and any successor statute, as amended from time to time, being herein called the “Act”).

Section 1.2 Name. The name of the Company is “Chaparral Steel Texas, LLC.” All Company business shall be conducted in that name or such other names that comply with applicable law as the Managers may select from time to time.

Section 1.3 Purpose. The purpose for which the Company is organized is to engage in any lawful act or activity for which limited liability companies may be organized under the Act.

Section 1.4 Registered Office; Registered Agent; Principal Place of Business; Other Offices. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the initial registered office named in the Articles or such other office (which need not be a place of business of the Company) as the Managers may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered

agent named in the Articles or such other person or persons as the Managers may designate from time to time in the manner provided by law. The principal place of business and mailing address of the Company shall be at the Managers’ discretion. The Managers, at any time and from time to time, may change the location of the Company’s principal place of business and may establish such additional place or places of business of the Company as the Managers shall determine to be necessary or desirable.

Section 1.5 Term. The Company shall commence on the date of filing of the Articles, and shall continue in existence for the period fixed in the Articles for the duration of the Company or such earlier time as this Agreement may specify.

Section 1.6 No State-Law Partnership. The Company shall not be considered a partnership (including, without limitation, a limited partnership) or joint venture, and, in the event there is more than one Member, no Member shall be a partner or joint venturer of the other Member for any purposes other than federal and state tax purposes, and this Agreement shall not be construed to suggest otherwise.

Section 1.7 Title to Company Property. All assets and property owned by the Company, whether real or personal, tangible or intangible, shall be deemed to be owned by the Company as an entity, and no Member, individually, shall have any ownership of such property. All the Company’s assets and properties shall be recorded as the property of the Company on its books and records.

ARTICLE II.

Definitions and References

Section 2.1 Defined Terms. In addition to the capitalized terms defined elsewhere in this Agreement, the following terms shall have the respective meanings assigned to them in this Section 2.1:

“Act” shall have the meaning assigned to such term in Section 1.1.

“Additional Contributions” shall have the meaning assigned to such term in Section 4.2.

“Articles” shall have the meaning assigned to such term in Section 1.1.

“Capital Account” shall have the meaning assigned to such term in Section 9.2.

“Capital Contributions” shall mean for any Member at the particular time in question the aggregate of the dollar amounts of any cash or the fair market value (or historical cost, if required by applicable accounting principles) of any property contributed to the capital of the Company, or, if the context in which such term is used so indicates, the dollar amounts of cash or the fair market value of any property agreed to be contributed, or requested to be contributed, by such Member to the capital of the Company.

2

“Company” shall mean Chaparral Steel Texas, LLC., the Delaware limited liability company established pursuant to this Agreement.

“Internal Revenue Code” shall mean the Internal Revenue Code of 1986 and any comparable successor statute or statues thereto, as amended from time to time.

“Manager” or “Managers” shall mean each of the initial managers as set forth in the Articles, this Agreement and any person selected as a Manager by the Members and serving as such in accordance with this Agreement.

“Member” or “Members” shall initially mean Chaparral Steel Investments, Inc., as the sole initial member hereof, but upon the admission of any other persons as members of the Company, it shall also mean any person hereafter admitted to the Company as a member as provided in this Agreement.

“Membership Interest” shall mean the interest of a Member in the equity of the Company stated as a percentage, and for all Members aggregating 100%.

“Person” or “persons” shall mean an individual, corporation, custodian, trustee, executor, administrator, nominee or entity in a representative capacity, partnership, limited partnership, limited liability company, foreign limited liability company, trust, estate.

“Prime Rate” shall mean the prime rate in effect from time to time as published in The Wall Street Journal under the caption “Money Rates”; provided, however, that (i) in the event The Wall Street Journal shall publish a split prime rate, the lower of such prime rates shall apply, and (ii) in the event The Wall Street Journal shall cease publishing a prime rate, “Prime Rate” shall mean the prime rate or base rate in effect from time to time at Bank of America, N.A.

Section 2.2 References and Titles; Rules of Construction. All references in this Agreement to articles, sections, subsection and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. Unless the context otherwise requires, (i) the use of the word “or” is not exclusive, (ii) pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, (iii) words in the singular form shall be construed to include the plural and vice versa, (iv) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles, and (v) reference to a person includes its successors and assigns and any person to whom the exercise of a right or the performance of an obligation hereunder has been delegated.

3

ARTICLE III.

Members

Section 3.1 Members. The name and Membership Interest of the initial Member of the Company is as follows:

Member	Membership Interest
Chaparral Steel Investments, Inc.	100%

Section 3.2 Additional Members and Membership Interests. Additional persons may be admitted to the Company as Members and Membership Interests may be created and issued to such persons on such terms and conditions as the Managers shall determine and as shall be reflected in an appropriate amendment to this Agreement which is approved by all the Members.

Section 3.3 Liability of Member. No Member shall be liable for the debts, liabilities, contracts or other obligations of the Company except to the extent of any unpaid Capital Contributions such Member has agreed to make to the Company and such Member’s share of the assets (including undistributed revenues) of the Company; and in all events, a Member shall be liable and obligated to make payments of its Capital Contributions only as and when such payments are due in accordance with the terms of this Agreement. No Member shall be required to make any loans to the Company. The Company shall indemnify and hold harmless a Member in the event a Member becomes liable, notwithstanding the preceding sentence, for any debt, liability, contract or other obligation of the Company except to the extent expressly provided in the first sentence of this Section 3.3.

Section 3.4 Limitations on Members. Other than as specifically provided for in this Agreement or the Act, no Member shall: (i) be permitted to take part in the business or control of the business or affairs of the Company; (ii) have any voice in the management or operation of any Company property; or (iii) have the authority or power to act as agent for or on behalf of the Company or any other Member, to do any act which would be binding on the Company or any other Member, or to incur any expenditures on behalf of or with respect to the Company.

ARTICLE IV.

Capitalization

Initial Contributions. Pursuant to the Conversion described in the Recitals herein, all contributions by Investments to the capital of the Other Entity are converted into and shall be deemed contributions to the capital of Company. Notwithstanding anything to the contrary herein, such initial Capital Contribution shall be the maximum contribution to the Company that such Member shall be required to make.

4

Section 4.1 Additional Capital Contributions. The Managers at any time and from time to time may request that the Members make additional Capital Contributions (“Additional Contributions”) to the capital of the Company. In no event shall the Members be required to make Additional Contributions.

Section 4.2 Advances by Members. If the Company does not have sufficient cash to pay its obligations or is otherwise in need of working capital, any Member that agrees to do so with the Managers’ consent may advance all or part of the needed funds to or on behalf of the Company. An advance described in this Section 4.3 constitutes a loan from the Member to the Company and, unless otherwise agreed, shall bear interest from the date of the advance until the date of payment at a rate per annum equal to the Prime Rate at the date of the advance and shall not constitute a part of such Member’s Capital Contribution.

Section 4.3 Withdrawal and Return of Capital Contribution. No Member shall be entitled to (a) withdraw from the Company, (b) transfer or assign the Member’s interest in the Company except in accordance with Article VIII, or (c) the return of the Member’s Capital Contributions except to the extent, if any, that distributions made pursuant to the express terms of this Agreement may be considered as such by law or as expressly provided for in this Agreement. No interest shall accrue on any Capital Contributions.

ARTICLE V.

Allocations and Distributions

Section 5.1 Allocations of Profits and Losses. Except as may otherwise be required by applicable Treasury regulations (including Treasury regulations applicable to allocations attributable to Company indebtedness), all profits and losses and all related items of income, gain, loss, deduction, and credit of the Company shall be allocated, charged, or credited among the Members in accordance with their respective Membership Interests.

Section 5.2 Distributions. The Company may distribute funds to the Members at such times and in such amounts as the Managers shall determine to be appropriate. Except as provided in Section 5.3, any such distributions shall be made to each Member in accordance with each such Member’s Membership Interest at the time of the distribution with no priority as to any Member.

Section 5.3 Liquidating Distributions. Distributions made in the course of liquidating the Company shall be made in accordance with Section 10.2.

5

ARTICLE VI.

Meetings of Members

Section 6.1 Meetings. The Managers may call meetings of the Members at such times and locations and for such purposes as the Managers shall determine to be appropriate and in the best interests of the Company.

ARTICLE VII.

Management

Section 7.1 Management of the Company. Except to the extent otherwise provided for herein, the powers of the Company shall be exercised by and under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Managers of the Company. Notwithstanding the foregoing, the unanimous vote or consent of Members shall be required with respect to any of the following matters:

(a) Admission of a new Member;

(b) Dissolution of the Company; or

(c) Amendment of the Articles or this Agreement.

Section 7.2 Number and Qualifications of Managers.

(a) There shall be at least three (3) Manager of the Company, which number may be increased or decreased from time to time by resolution of the Managers. No decrease in the number of Managers shall have the effect of shortening the term of any incumbent Manager. The initial Managers of the Company shall be the persons named in the Articles as the initial Managers. Immediately following the execution of this Agreement, the initial managers shall be increased to three (3) and shall be Richard Fowler, John J. Koach, and James R. McCraw. In the event that any such person shall cease to serve as Manager for any reason, including resignation, removal, death or disability, the resulting vacancy shall be filled as provided in Section 7.3.

(b) Each Manager (whether an initial or successor Manager) shall cease to be a Manager upon the earliest to occur of the following events: (i) such Manager shall resign as a Manager, by giving notice of such resignation to the Members, (ii) such Manager shall be removed, with or without cause, by a majority in interest of the Members, or (iii) such Manager shall die or become permanently disabled (whether physically or mentally).

Section 7.3 Filling of Vacancies. Any vacancy occurring in the position of Manager may be filled by the Managers remaining in office or by a majority in interest of the Members.

6

Section 7.4 Place of Meetings. Meetings of the Managers, regular or special, shall be held at the principal office of the Company, or at such other place or places as shall be agreed upon by the Managers.

Section 7.5 Chairman of the Board of Managers. The Managers shall by majority vote elect one Manager to serve as Chairman of the Managers. The Chairman of the Managers shall preside at all meetings of the Managers and shall have such other powers and duties as usually pertain to such position or as may be delegated to him by the Managers. The Chairman of the Managers shall serve as such until the earlier of his death, resignation or removal from office by the Managers. In the event the individual ceases to serve as Chairman for any reason, the Managers shall elect a successor Chairman. In the absence of the Chairman at any meeting of the Managers, the other Managers present at such meeting shall designate a Manager to preside at such meeting.

Section 7.6 Regular Meetings. Regular meetings of the Managers shall be held no less than once per year at such times and places as may be fixed from time to time by the Managers. The Secretary of the Company shall cause notice of each regular meeting to be given to each Manager. Except as otherwise provided by the Act or the Articles, any and all business may be transacted at any regular meeting.

Section 7.7 Special Meetings. Special meetings of the Managers may be called by any two Managers by giving written notice thereof to the time, date and purpose or purposes of the proposed meeting, and it shall be given to the other Managers so that it is delivered no later than two (2) business days, and no earlier than sixty (60) calendar days, prior to the date of the meeting.

Section 7.8 Quorum of and Action by Managers.

(a) Quorum. At all meetings of the Managers, a majority of the Managers shall constitute a quorum for the transaction of business at any meeting of the Managers, and, except as so provided, the vote of a majority of the Managers present at any meeting at which a quorum is present shall be the act of the Managers. In the absence of a quorum, a majority of the Managers present may adjourn the meeting to another time and place. At any adjourned meeting at which a quorum is present, any business that might have been transacted at the meeting as originally called may be transacted.

(b) Action. The act of a majority of the Managers present at a meeting at which a quorum is present shall be the act of the Managers with respect to all matters.

(c) Notice. The Managers will promptly notify all Managers of any material actions taken at a meeting of the Managers and of any material developments in the Company’s business.

Section 7.9 Action by Unanimous Written Consent Without a Meeting. Any action required or permitted to be taken at any meeting of the Managers may be taken without a meeting and without prior notice (except as provided below in this section), if all Managers shall have signed a consent or consents in writing, setting forth the action so taken, and such writings are filed with the minutes of proceedings of the Managers. A

7

telegram, telex or similar transmission by a Manager, or a photographic, photostatic, facsimile or similar reproduction of a writing signed by a Manager, shall be regarded as signed by the Manager for purposes of this Section 7.9.

Section 7.10 Telephone Meetings. Subject to the provisions of applicable law and this Agreement regarding notice of meetings, the Managers may participate in and hold a meeting of Managers by using conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 7.10 all constitute presence in person at such meeting, except when a person participates in the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting was not lawfully called or convened.

Section 7.11 Manager’s Compensation. The Members, acting by a majority in interest, shall have authority to determine, from time to time, the amount of compensation, if any, which shall be paid the Managers for their services. Nothing herein contained shall be construed to preclude a Manager from serving the Company in any other capacity and receiving proper compensation therefor.

Section 7.12 Time Devoted to Company. Each Manager shall devote such time to Company business as he deems necessary to manage and supervise Company business and affairs in an efficient manner; but nothing in this Agreement shall preclude the employment of any agent, third party or affiliate to manage or provide other services with respect to the Company’s assets or business as the Managers shall determine. Further, it is specifically understood and agreed that the Managers shall not be required to devote full time to Company business.

Section 7.13 Outside Activities. This Agreement shall not preclude or limit, in any respect, the right of the Managers to engage or invest, directly or indirectly, in any business activity or venture of any nature or description, including those that may be the same as or similar to the Company’s business and in direct competition therewith, or to invest in the same business activity or venture as those in which the Company has invested, and no Manager shall have any obligation to offer any such business activity or venture to the Company. Neither the Company nor any Member shall have any right, by virtue of this Agreement or the relationship created hereunder, in such investments or to such other activities or ventures, and such activities or ventures, even if the same or directly competitive with the business of the Company, shall not be deemed wrongful or improper, manifestly unreasonable or a breach of any duty imposed on the Managers hereunder, the Act or other applicable law.

Section 7.14 Reimbursement of Managers. All direct costs and expenses incurred by a Manager as an individual in managing and conducting the business and affairs of the Company, including, without limitation, (i) all costs and expenses incurred in organizing the Company and in conducting any business activities of the Company, (ii) telephone and other office expenses, (iii) travel expenses and (iv) expenses incurred in providing or obtaining such other professional, technical administrative services and advice as the Manager may deem necessary or desirable, shall be paid or reimbursed by the Company as a Company expense provided such expenses comply with the reimbursement policies of the Company as established by the Managers.

8

Section 7.15 Liability of Manager. The Managers shall not be liable for the debts, liabilities, contracts or other obligations of the Company; provided, however, that a Manager shall be liable for any debts, liabilities, contracts or other obligations of the Company incurred or agreed to by such Manager without authorization.

Section 7.16 Standard of Care. In the performance of his duties under this Agreement, a Manager shall use his reasonable best efforts to conduct the business of the Company in a good and businesslike manner. Notwithstanding any provision of this Agreement to the contrary, however, a Manager shall not be held liable or responsible to the Company or the Members for any losses sustained or liabilities incurred, in connection with, or attributable to, errors in judgment, negligence, or other fault of such Manager, except that which is caused by his gross negligence or willful misconduct.

Section 7.17 Officers. The Managers may designate one or more individuals (who may or may not be a Manager, a Member, or a resident of the State of Delaware) to serve as officers of the Company, who shall have such titles and exercise and perform such powers and duties as shall be assigned to them from time to time by the Managers. Any officer may be removed by the Managers at any time, with or without cause. The term of an officer’s service, as well as the salary and other compensation, if any, to be paid an officer shall be determined by the Managers.

Section 7.18 Limitation on Authority. Other than as specifically provided for in this Agreement and applicable law, no Manager shall, solely as a result of his or her status as such: (i) have the authority or power to act as agent for or on behalf of the Company or any Member or other Manager, to do any act which would be binding on the Company or any Member or other Manager, or to incur any expenditures for or on behalf of the Company, or (ii) take any action inconsistent with the actions of the Managers taken in accordance with Section 7.8 of this Agreement.

ARTICLE VIII.

Certification and Assignment of Membership Interests

Section 8.1 Certificates. The Membership Interest shall be represented by certificates. Such certificate shall be in the form approved in the sole discretion of the Managers and may set forth designations with regard to class of interest, capital contribution, voting rights, and any other matter that the Managers deem appropriate. For purposes of providing for transfer of, perfection of a security interest in, and other relevant matters related to, a Membership Interest or other interest in the Company, each Membership Interest and other interest in the Company shall be deemed to be a “security” governed by Chapter 8 of the Uniform Commercial Code in effect in the State of Texas, Article 8 of the Uniform Commercial Code in effect in the State of Delaware and Chapter 8 or Article 8, as applicable, of the Uniform Commercial Code in effect in any other relevant jurisdiction.

9

Section 8.2 Lost Certificates. The Managers may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Company alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the party claiming the certificate of Membership Interests to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Managers may, in their discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same and/or to give the Company a bond as indemnity against any claim that may be made against the Company with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 8.3 Assignment by Members.

(a) Restrictions. No Member’s Membership Interest shall be assigned, mortgaged, pledged, subjected to a security interest or otherwise encumbered, in whole or in part, without the prior written consent of the other Members, the granting or denying of which shall be in such other Members’ sole discretion, and any attempt by a Member to assign its interest without such consent shall be void ab initio.

(b) Transfer of Membership Interests. Upon surrender to the Company or the transfer agent of the Company of a certificate for Membership Interests duly endorsed and accompanied by proper evidence of succession, assignment or authority to transfer pursuant to subparagraph (a), it shall be the duty of the Company to issue a new certificate to the party entitled thereto, cancel the old certificate and record the transaction upon its books.

(c) Registered Members. The Company shall be entitled to recognize the exclusive right of a party registered on its books as the owner of Membership Interests to receive distributions and to vote as such Member, and the Company shall not be bound to recognize any equitable or other claim to or interest in such Membership Interests on the part of any other party, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

ARTICLE IX.

Accounting and Banking

Section 9.1 Books and Records. The Managers shall maintain or cause the Company to maintain books and records as required by, and in accordance with, the Act, and such other books and records as the Members may reasonably request, including specifically accounting books. Such books shall be kept at the principal office of the Company and shall be maintained in accordance with the terms of this Agreement. The fiscal year of the Company shall be established by the Managers and the Managers shall keep the accounting books of the Company on such basis.

Section 9.2 Capital Accounts. An individual capital account (a “Capital Account”) shall be maintained by the Company for each Member to which shall be

10

credited each Member’s Capital Contributions when made and each Member’s share of Company profits and against which shall be charged each Member’s share of Company losses and any distributions made to such Member. Each Capital Account shall be kept by the Members in the manner required under applicable Treasury regulation Section 1.704-1(6)(2)(iv).

Section 9.3 Tax Status. Any provision hereof to the contrary notwithstanding, solely for United States income tax purposes the sole initial Member of the Company hereby recognizes that the Company shall be disregarded as an entity separate from such Member. In the event that additional persons are admitted to the Company as Members, the Company shall thereupon be treated as a partnership for federal income tax purposes.

Section 9.4 Bank Accounts. The Managers may cause one or more accounts to be maintained in a bank (or banks), which accounts shall be used for the payment of the expenditures incurred by the Company in connection with the business of the Company, and in which shall be deposited any and all receipts of the Company. The Managers shall determine the number of and the persons who will be authorized as signatories on each such bank account. The Managers may invest the Company funds in such money market accounts or other investments as the Managers shall determine to be necessary or appropriate.

ARTICLE X.

Dissolution, Liquidation and Termination

Section 10.1 Dissolution. The Company shall be dissolved upon the occurrence of any of the following:

(a) The consent in writing of all the Members.

(b) The adjudication of bankruptcy or insolvency of the Company or the assignment by the Company for the benefit of creditors.

(c) The occurrence of any other event that under the Act causes the dissolution of a limited liability company.

Section 10.2 Liquidation and Termination. Upon dissolution of the Company, the Managers shall appoint in writing one or more liquidators who shall have full authority to wind up the affairs of the Company and make final distribution as provided herein. The liquidator shall continue to operate the Company properties with all of the power and authority of the Managers. The steps to be accomplished by the liquidator are as follows:

(a) As promptly as possible after dissolution, the liquidator shall cause a proper accounting to be made of the Company’s assets, liabilities and operations through the end of the day on which the dissolution occurs or the final liquidation is completed, as appropriate.

11

(b) The liquidator shall pay all of the debts and liabilities of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefor (including without limitation the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). After making payment or provision for all debts and liabilities of the Company, all remaining assets shall be distributed to the Members. If there are two or more Members at such time, each Member’s Capital Account shall first be adjusted by (i) assuming the sale of the all remaining assets of the Company for cash at their respective fair market values (as determined by an appraiser selected by the liquidator) as of the date of dissolution of the Company and (ii) debiting or crediting each Member’s Capital Account with its respective share of the hypothetical gains or losses resulting from such assumed sales in the same manner such Capital Account would be debited or credited for gains or losses on actual sales of such assets. The liquidator shall then by payment of cash or property (valued as of date of dissolution of the Company at its fair market value by the appraiser selected in the manner provided above) distribute to the Members such amounts as are required to pay the positive balances of their respective Capital Accounts. Such a distribution shall be in cash or in kind as determined by the liquidator.

(c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act, and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

(d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in his or her Capital Account at any time.

(e) Upon completion of the distribution of Company assets as provided herein, the Company shall be terminated and the Manager shall cause Articles of Dissolution to be prepared and filed with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.4, and take such other actions as may be necessary to terminate the Company.

The distribution of cash and/or property to the Members in accordance with the provisions of this Section 10.2 shall constitute a complete return to the Members of their respective Membership Interests and all Company property.

ARTICLE XI.

Amendments

The Articles and this Agreement may be amended or repealed, or new Articles or this Agreement may be adopted, only by a written instrument executed by all the Members.

12

ARTICLE XII.

Miscellaneous

Section 12.1 Giving Notice. Except as otherwise expressly provided in this Agreement, all notices, demands, requests, or other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be given either (a) in person, (b) by certified or registered mail, return receipt requested, (c) by telefacsimile or similar means (with signed confirmed copy to follow by mail in the same manner as prescribed by clause (b) above) or (d) by expedited delivery service (charges prepaid) with proof of delivery. The Company’s address for notice shall be the principal place of business of the Company. Each Member’s address for notices and other communications shall be that set forth opposite such Member’s name on the signature page hereto. Any Member may change his or her address for notices and communications by giving notice in writing, stating his or her new address for notices, to the Company and any other Member. For purposes of the foregoing, any notice required or permitted to be given shall be deemed to be delivered and given on the date actually delivered to the address specified in this Section 12.1.

Section 12.2 Partition. Each of the Members hereby irrevocably waives for the term of the Company any right that such Member may have to maintain any action for partition with respect to the property of the Company.

Section 12.3 Entire Agreement. The Articles and this Agreement constitute the full and complete agreement of the parties hereto with respect to the subject matter hereof and supersede all prior contracts or agreements with respect to the Company, whether oral or written.

Section 12.4 No Waiver. The failure of any Member to insist upon strict performance of a covenant hereunder or of any obligation hereunder, irrespective of the length of time for which such failure continues, shall not be a waiver of such Member’s right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation hereunder shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation hereunder.

Section 12.5 Binding Effect. This Agreement shall be binding on and inure to the benefit of the Members and their respective heirs, legal representatives, successors and permitted assigns.

Section 12.6 Governing Law; Severability. This Agreement is governed by and shall be construed in accordance with the law of the State of Delaware.

*    *    *

13

IN WITNESS WHEREOF, the Company and the undersigned as sole Member of the Company have executed this Agreement as of the date first set forth above.

Address for Notices	MEMBER: Chaparral Steel Investments, Inc.
1209 Orange Street, Wilmington, New Castle County Delaware 19801	By:	/s/ Richard M. Fowler
	Name:	Richard M. Fowler
	Title:	Executive Vice President – Finance
	COMPANY: Chaparral Steel Texas, LLC
1209 Orange Street, Wilmington, New Castle County, Delaware 19801	By:	/s/ James R. McCraw
	Name:	James R. McCraw
	Title:	Vice President – Accounting

14

EX-3.22

Exhibit 3.22

CERTIFICATE OF LIMITED PARTNERSHIP

OF

CHAPARRAL STEEL MIDLOTHIAN, LP

This Certificate of Limited Partnership of Chaparral Steel Midlothian, LP is being duly executed and filed by Chaparral Steel Texas, Inc., a Delaware corporation, as the sole general partner, to form a limited partnership under the Delaware Revised Uniform Limited Partnership Act (6 Del.C, § 17-101, et seq).

1. Name: The name of the limited partnership is Chaparral Steel Midlothian, LP (the “Limited Partnership”).

2. Registered Office and Agent: The address of the registered office of the Limited Partnership in the State of Delaware is the Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 and the name of its registered agent at such address is The Corporation Trust Company.

3. General Partner: The name and the business address of the sole general partner of the Limited Partnership are Chaparral Steel Texas, Inc., 300 Ward Road, Midlothian, Texas 76065-9651.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership this 29^th day of Feburary, 1996

CHAPARRAL STEEL TEXAS, INC. General Partner
By:	/s/ Larry L. Clark
Name:	Larry L. Clark
Title:	Vice President

EX-3.23

EXHIBIT 3.23

AGREEMENT OF LIMITED PARTNERSHIP

OF

CHAPARRAL STEEL MIDLOTHIAN, LP

TABLE OF CONTENTS

		Page
ARTICLE 1	DEFINITIONS; REFERENCES	1
1.1	Definitions	1
1.2	References	7
ARTICLE 2	FORMATION, NAME, PURPOSE, REGISTERED OFFICE, REGISTERED AGENT AND TERM	7
2.1	Formation of the Limited Partnership	7
2.2	Partnership Name	8
2.3	Purpose	8
2.4	Principal and Registered Office	8
2.5	Term of the Partnership	8
ARTICLE 3	CAPITAL CONTRIBUTIONS; PARTNER LOANS	8
3.1	Initial Capital Contributions of General Partner	8
3.2	Initial Capital Contribution of Limited Partner	8
3.3	Authorization of Partner Loans	9
3.4	Additional Capital Contributions	9
ARTICLE 4	DISTRIBUTIONS AND ALLOCATIONS	9
4.1	Distribution of Net Cash Flow	9
4.2	Distribution of Net Proceeds of a Capital Transaction	9
4.3	Return of and Interest on Capital Contributions	9
4.4	Payments	9
4.5	In-Kind Distributions	10
4.6	Allocations of Net Profit and Net Loss	10
4.7	Partnership Minimum Gain Chargeback	11
4.8	Minimum Gain Chargeback for Partner Nonrecourse Debt	11
4.9	Qualified Income Offset	12
4.10	Limit on Loss Allocations	12
4.11	Net Loss from Partner Nonrecourse Debt	12
4.12	Nonrecourse Deductions	12
4.13	Code Section 754 Adjustments	12
4.14	Reversal of Mandatory Allocations	12

-i-

TABLE OF CONTENTS

(continued)

		Page
4.15	Compliance with Code	12
4.16	Tax Allocations — Code Section 704(c)	13
4.17	Allocation on Transfer	13
4.18	Minimum Interest of General Partner	13
ARTICLE 5	CAPITAL ACCOUNTS	13
5.1	Capital Accounts	13
5.2	Adjustment for In-Kind Distributions	14
5.3	Property Revaluation	14
5.4	Interpretation	14
5.5	Obligation to Repay or Restore	15
5.6	Tax Elections	15
ARTICLE 6	OPERATING EXPENSES	15
6.1	Operating Expenses and Reimbursements	15
ARTICLE 7	ADMISSION OF PARTNERS; ASSIGNMENT OF INTERESTS	16
7.1	Admission of Additional Partners	16
7.2	Assignment or Transfer of Partnership Interests	16
ARTICLE 8	MANAGEMENT DUTIES AND RESTRICTIONS	16
8.1	Powers of General Partner	16
8.2	Authority as to Third Persons	19
8.3	Compensation and Expenses of the General Partner	19
8.4	Covenants of the General Partner	20
8.5	Limitations on Authority	20
8.6	No Withdrawal From Partnership	20
ARTICLE 9	DISSOLUTION OF THE PARTNERSHIP	20
9.1	Dissolution	20
9.2	Continuation	20
9.3	Events Affecting a Limited Partner	20
9.4	Liquidation Procedures	21
9.5	Termination	22
9.6	No Petition for Dissolution	22

-ii-

TABLE OF CONTENTS

(continued)

		Page
9.7	Compliance with Timing Requirements of Treasury Regulations	22
ARTICLE 10	FINANCIAL ACCOUNTING AND REPORTS	22
10.1	Financial and Tax Accounting and Reports	22
10.2	Valuation	23
10.3	Supervision; Inspection of Books	23
10.4	Quarterly Reports	23
10.5	Annual Report; Financial Statements	23
10.6	Consent in Lieu of Meeting	23
10.7	Withholding	23
ARTICLE 11	OTHER PROVISIONS	23
11.1	Execution and Filing of Documents	23
11.2	Other Instruments and Acts	24
11.3	Binding Agreement	24
11.4	Governing Law	24
11.5	Notices	24
11.6	Power of Attorney	24
11.7	Amendment	25
11.8	Entire Agreement	25
11.9	Titles; Subtitles	25
11.10	Exculpation	25
11.11	Indemnification of the General Partner	26
11.12	Limitation of Liability of the Limited Partners	26
11.13	Ambiguities	26
11.14	No Right to Partition	26

-iii-

AGREEMENT OF LIMITED PARTNERSHIP

OF

CHAPARRAL STEEL MIDLOTHIAN, LP

THIS AGREEMENT OF LIMITED PARTNERSHIP, made and entered into as of this 29th day of February, 1996, by and between Chaparral Steel Texas, Inc., a Delaware corporation (the “General Partner”) and Chaparral Steel Company, a Delaware corporation (the “Limited Partner”).

NOW, THEREFORE, the General Partner and the Limited Partner hereby agree to the terms and conditions of this Agreement of Limited Partnership as follows:

ARTICLE 1

DEFINITIONS; REFERENCES

1.1 Definitions. Unless the context requires otherwise, the following terms shall have the meanings specified in this Section 1.1:

1.1.1 Act: The Delaware Revised Uniform Limited Partnership Act.

1.1.2 Additional Capital Contributions: The additional capital contributions described in Section 3.4.

1.1.3 Adjusted Capital Account Deficit: With respect to any Partner, the deficit balance, if any, in such Partner’s Capital Account as of the end of the relevant taxable year, after giving effect to the following adjustments:

(a) Credit to such Capital Account any amounts which such Partner (1) is obligated to restore to the Partnership upon liquidation of its interest in the Partnership (or which is so treated pursuant to Regulations Section 1.704-1(b)(2)(ii)(c)) pursuant to the terms of this Agreement or under state law or (2) is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) and (3) the Partner’s share (as determined under Code Section 752) of any recourse indebtedness of the Partnership to the extent that such indebtedness could not be repaid out of the Partnership’s assets if all of the Partnership’s assets were sold at their respective Book Values as of the end of the Fiscal Year or other period and the proceeds from the sales were used to pay the Partnership’s liabilities; and

(b) Debit to such Capital Account the items described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2) (ii)(d)(6) of the Regulations.

-1-

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith. For purposes of clause (a)(3) above, the amounts computed pursuant to clause (a)(1) above for each Partner shall be considered to be proceeds from the sale of the assets of the Partnership to the extent such amounts would be available to satisfy (directly or indirectly) the indebtedness specified in clause (a)(3).

1.1.4 Affiliate: With respect to any Person, a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the Person in question. As used herein, the term “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 ownership of voting securities or interests, by contract, or otherwise.

1.1.5 Agreement: This Agreement of Limited Partnership of Chaparral Steel Midlothian, LP and any amendments hereto.

1.1.6 Bankruptcy: A Person shall be deemed bankrupt if:

(a) any proceeding is commenced against such Person as “debtor” for any relief under bankruptcy or insolvency laws, or laws relating to the relief of debtors, reorganizations, arrangements, compositions, or extensions and such proceeding is not dismissed within sixty (60) days after such proceeding has commenced, or

(b) such Person commences any proceeding for relief under bankruptcy or insolvency laws or laws relating to the relief of debtors, reorganizations, arrangements, compositions, or extensions.

1.1.7 Book Value: With respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

(a) the initial Book Value of any asset contributed (or deemed contributed under Regulations Section 1.708-1(b)(1)(iv)) by a Partner to the Partnership shall be the asset’s gross fair market value at the time of the contribution;

(b) the Book Value of all Partnership assets shall be adjusted to equal their respective gross fair market values, as determined by the General Partner in its reasonable judgment:

(i) if the General Partner reasonably determines an adjustment is necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership as of (1) the

-2-

acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis capital contribution, or (2) the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership property as consideration for an interest in the Partnership; and

(ii) as of the liquidation of the Partnership within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g);

(c) the Book Value of any Partnership asset distributed to any Partner will be the gross fair market value of the asset on the date of distribution; and

(d) the Book Values of Partnership assets will be increased or decreased to reflect any adjustment to the adjusted basis of the assets under Code Sections 734(b) or 743(b), but only to the extent that the adjustment is taken into account in determining Capital Accounts under Regulations Section 1.704-1(b)(2)(iv)(m), provided that Book Values will not be adjusted hereunder to the extent that the General Partner determines that an adjustment under clause (b) is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment under this clause (d).

After the Book Value of any asset has been adjusted under clause (a), clause (b) or clause (d) above, Book Value will be adjusted by the Depreciation taken into account with respect to the asset for purposes of computing Net Profit and Net Loss.

1.1.8 Capital Account: The capital account of a Partner established and maintained in accordance with Section 5.1.

1.1.9 Capital Contributions: With respect to any Partner, the amount of money actually contributed (or deemed contributed pursuant to Regulations Section 1.704-1(b)(2)(iv)(c)) to the Partnership and the initial Book Value of any property (other than money) contributed to the Partnership with respect to the interest in the Partnership held by that Partner (net of any liabilities secured by such property that the Partnership is considered to assume or to take subject to Code Section 752). Any reference in this Agreement to the Capital Contribution of a Partner will include a Capital Contribution made by any prior Partner with respect to the Partnership interest of the Partner.

1.1.10 Capital Transaction: The sale, exchange or other disposition of all or any portion of the property of the Partnership other than in the ordinary course of business of the Partnership. Capital Transactions include the financing

-3-

or refinancing of Partnership property which creates excess funds not needed for Operations and which funds, in the opinion of the General Partner, are available for distribution to the Partners.

1.1.11 Code: The United States Internal Revenue Code of 1986, as now existing or hereafter amended. References to sections of the Code include successor provisions to those sections.

1.1.12 Depreciation: For each taxable year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable with respect to an asset for the year or other period, except that if the Book Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of the year or other period, Depreciation will be an amount which bears the same ratio to the beginning Book Value as the federal income tax depreciation, amortization or other cost recovery deduction for the year or other period bears to the beginning adjusted tax basis, provided that if the federal income tax depreciation, amortization, or other cost recovery deduction for the year or other period is zero, Depreciation will be determined with reference to the beginning Book Value using any reasonable method selected by the General Partner.

1.1.13 Fiscal Year: The period commencing on June 1 of each year and ending on May 31 of such year.

1.1.14 General Partner: Chaparral Steel Texas, Inc., a Delaware corporation.

1.1.15 Gross Income: For each Fiscal Year or other period, an amount equal to the Partnership’s gross income as determined for federal income tax purposes for such Fiscal Year or period but computed with the adjustments specified in Section 1.1.20(a) and (c).

1.1.16 Initial Capital Contributions: The Capital Contributions of the General Partner made pursuant to Section 3.1 and the Limited Partners made pursuant to Sections 3.2 and 3.3.

1.1.17 Limited Partners: Chaparral Steel Company, a Delaware corporation, the transferees pursuant to the Initial Transfer and Subsequent Transfer as defined in Section 7.2.2 hereof, and any other Person who is admitted to the Partnership as a Limited Partner and shown as a Limited Partner on the books and records of the Partnership.

1.1.18 Net Cash Flow: All cash funds from operations of the Partnership on hand or on deposit from time to time after (i) payment of all operating expenses payable as of the date in question, (ii) provision for payment of all outstanding and unpaid Partnership obligations due and payable as of the date in question or within sixty (60) days thereafter, and (iii) the establishment of such reasonable reserves as the General Partner, in its sole discretion, deems appropriate for the operating needs of the Partnership. “Net Cash Flow” shall not include or reflect any proceeds received or expenses incurred in connection with a Capital Transaction.

-4-

1.1.19 Net Proceeds of a Capital Transaction: The net proceeds received by the Partnership in connection with a Capital Transaction after payment of all costs and expenses incurred by the Partnership in connection with such Capital Transaction, including, without limitation, brokers’ commissions, loan fees, other closing costs, the cost of any alteration, improvement, restoration or repair of Partnership assets necessitated by or incurred in connection with such Capital Transaction, any reserves that the General Partner believes in good faith should be established and the payment of any loans owed by the Partnership to any of the Partners, plus any other loans that should be appropriately paid, as determined by the General Partner in its reasonable discretion.

1.1.20 Net Profit and Net Loss: For each Fiscal Year or other period, an amount equal to the Partnership’s taxable income or loss for such Fiscal Year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss) with the following adjustments:

(a) any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Net Profit or Net Loss shall be added to such taxable income or loss;

(b) any expenditures of the Partnership described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures under Regulations Section 1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing Net Profit or Net Loss shall be subtracted from such taxable income or loss;

(c) gain or loss resulting from any disposition of Partnership property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Book Value of such property notwithstanding that the Book Value of such asset differs from its adjusted tax basis;

(d) gain or loss resulting from any adjustment pursuant to Section 1.1.7(b) shall be taken into account as gain or loss from disposition of the asset for purposes of computing Net Profit or Net Loss hereunder;

(e) gain or loss resulting from any adjustment attributable to an in-kind distribution of assets to any Partner pursuant to Sections 5.2 shall be taken into account as gain or loss from disposition of the asset for purposes of computing Net Profit or Net Loss hereunder;

-5-

(f) in lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year or other period as determined under Regulations Section 1.704-1(b)(2)(iv)(g)(3);

(g) the amount of any Gross Income specially allocated to the Partners pursuant to Sections 4.7 through 4.9 and 4.14 shall not be included as income or revenue; and

(h) any amount allocated pursuant to Sections 4.11 through 4.14 shall not be included as a gain, loss or deduction.

1.1.21 Net Profit and Net Loss from Capital Transactions: Net Profit and Net Loss including only those items of income, gain, loss and deduction relating to Capital Transactions.

1.1.22 Net Profit and Net Loss from Operations: Net Profit and Net Loss excluding those items of income, gain, loss and deduction related solely to Capital Transactions.

1.1.23 Nonrecourse Deductions: Losses, deductions or Code Section 705(a)(2)(B) expenditures attributable to Nonrecourse Liabilities of the Partnership. The amount of Nonrecourse Deductions for any Fiscal Year or other period shall be determined in accordance with the provisions of Regulations Section 1.704-2(c).

1.1.24 Nonrecourse Liability: A nonrecourse liability as defined in Regulations Section 1.752-1(a)(2).

1.1.25 Operations: All operations and activities of the Partnership other than those related to or consisting of a Capital Transaction.

1.1.26 Partner: A Partner of the Partnership, including the General Partner and the Limited Partner.

1.1.27 Partner Nonrecourse Debt: Any Nonrecourse Liability of the Partnership for which any Partner or related person bears the economic risk of loss under Regulations Section 1.752-2.

1.1.28 Partner Nonrecourse Debt Minimum Gain: The minimum gain attributable to Partner Nonrecourse Debt as determined under Regulations Section 1.704-2(i)(3).

1.1.29 Partner Nonrecourse Deductions: Partnership losses, deductions or Code Section 705(a)(2)(B) expenditures attributable to a particular Partner Nonrecourse Debt. The amount of Partner Nonrecourse Deductions for any Fiscal Year or other period shall be determined in accordance with the provisions of Regulations Section 1.704-2(i)(2).

-6-

1.1.30 Partnership: Chaparral Steel Midlothian, LP, a Delaware limited partnership.

1.1.31 Partnership Certificate: The certificate of limited partnership of the Partnership filed in conformance with the Act.

1.1.32 Partnership Minimum Gain: The amount computed under Regulations Section 1.704-2(d)(1) with respect to the Partnership’s Nonrecourse Liabilities.

1.1.33 Partnership Percentage or Percentages: The percentages of the Partners as follows:

General Partner 1%

Limited Partner 99%

1.1.34 Partnership Term: The period of duration of the Partnership, as set forth in Section 2.5.

1.1.35 Person: Any individual, partnership, corporation, trust or other legal entity.

1.1.36 Regulations: The Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

1.1.37 Tax Matters Partner: The General Partner.

1.1.38 Transfer: Any sale, assignment, transfer, lease or other disposal of property, including without limitation, an interest in the Partnership.

1.2 References. Unless otherwise specified herein, references in this Agreement to “Section,” “Subsection,” “Article,” or “Exhibit” refer to the sections, subsections, articles, or exhibits in this Agreement.

ARTICLE 2

FORMATION, NAME, PURPOSE, REGISTERED OFFICE,

REGISTERED AGENT AND TERM

2.1 Formation of the Limited Partnership. The General Partner and the Limited Partner hereby form the Partnership as a limited partnership pursuant to and in accordance with the provisions of the Act.

-7-

2.2 Partnership Name. The business of the Partnership will be conducted under the name Chaparral Steel Midlothian, LP or such other name or names as the General Partner may determine.

2.3 Purpose. The purpose of the Partnership is to (i) manufacture and market steel products; (ii) own, manage, operate, mortgage, sell and otherwise deal with the assets of the Partnership; and, (iii) engage in such other activities as the General Partner shall deem appropriate, to the extent such activities may be carried on under applicable law and are not prohibited by the terms and provisions of this Agreement.

2.4 Principal and Registered Office. The principal office of the Partnership is at 300 Ward Road, Midlothian, Texas 76065. The General Partner has a business office at the Partnership’s principal office. The registered office of the Partnership is at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 and The Corporation Trust Center is the registered agent of the Partnership. The General Partner may change the principal or registered office or registered agent of the Partnership from time to time. The General Partner may establish, maintain and abandon one or more additional places of business for the Partnership.

2.5 Term of the Partnership. The term of the Partnership shall commence upon the filing and recording of the Partnership Certificate, and shall continue until December 31, 2046, unless earlier terminated pursuant to the terms of this Agreement.

ARTICLE 3

CAPITAL CONTRIBUTIONS; PARTNER LOANS

3.1 Initial Capital Contributions of General Partner. Upon the formation of the Partnership, the General Partner has contributed $10.00 to the Partnership. Following the formation the General Partner shall contribute one percent (1%) of the manufacturing and operating assets previously held by Chaparral Steel Company (to consist of cash and receivables) to the Partnership. The General Partner shall not otherwise be required to make additional contributions to the Partnership except as provided in Sections 3.4 and 5.5.

3.2 Initial Capital Contribution of Limited Partner. Upon the formation of the Partnership, the Limited Partner has contributed $990.00 to the Partnership. Following the formation Chaparral Steel Company shall convey to the Partnership as a contribution on behalf of the Limited Partner ninety-nine percent (99%) of the manufacturing and operating assets of Chaparral Steel Company. Such conveyance shall be in lieu of a conveyance to Chaparral Steel Holdings, Inc., a conveyance by Chaparral Steel Holdings, Inc. to Chaparral Steel Trust, and a conveyance by Chaparral Steel Trust to the Partnership. The Limited Partner shall not be required to make additional contributions to the Partnership except as specified in Sections 3.4 and 5.5.

-8-

3.3 Authorization of Partner Loans. Subject to the limitations herein and to other agreements of the Partnership, the General Partner from time to time may cause the Partnership to borrow required amounts from one or more Partners or their Affiliates. Loans made by Partners or Affiliates under this Section 3.3 will not be considered a contribution to the capital of the Partnership, but will constitute indebtedness of the Partnership to the advancing Partner or Affiliate, payable from the first available net cash flow of the Partnership unless otherwise agreed by the lending Partner or Affiliate and, to the extent still unpaid, upon the termination and liquidation of the Partnership. Each loan by a Partner or Affiliate will bear simple interest compounded annually on the unpaid principal balance at the interest rate approved by the General Partner. The Partners will not be personally liable for loans made by Partners or Affiliates under this Section 3.3 or be obligated to make contributions to the capital of the Partnership to repay those loans. Loans made by Partners or Affiliates under this Section 3.3 will be payable only from the assets of the Partnership.

3.4 Additional Capital Contributions. The Partners may make Additional Capital Contributions to the Partnership from time to time as may be required to meet the demands of the business of the Partnership. The Partners shall contribute such Additional Capital Contributions in cash in proportion to the Partners’ Partnership Percentages.

ARTICLE 4

DISTRIBUTIONS AND ALLOCATIONS

4.1 Distribution of Net Cash Flow. Net Cash Flow shall be distributed among the Partners in accordance with their Partnership Percentages at such times and in such amounts as shall be determined by the General Partner.

4.2 Distribution of Net Proceeds of a Capital Transaction. Net Proceeds of a Capital Transaction shall be distributed among the Partners in accordance with their Partnership Percentages at such times and in such total amounts as shall be determined by the General Partner.

4.3 Return of and Interest on Capital Contributions. No Partner is entitled to the return of his Capital Contributions or his Capital Account or to be paid interest in respect of either his Capital Account or any Capital Contribution made by him to the Partnership except as provided in this Agreement.

4.4 Payments. The amount of any distribution or payment to a Partner whether pursuant to Article 4 or Article 9 hereof may be made in cash or in-kind or partially in cash and partially in-kind in the reasonable discretion of the General Partner or the liquidating trustees, as the case may be, less reasonable reserves established in the reasonable discretion of the General Partner or the liquidating trustees, as the case may be, for known or unknown liabilities of the Partnership.

-9-

4.5 In-Kind Distributions. All distributions of assets in-kind shall be made at Book Value as determined pursuant to Section 5.3 and shall be distributed to the Partners in the same manner as a distribution of Net Proceeds of a Capital Transaction would have been made if such assets had been sold. The Net Profit or Net Loss resulting from distribution will be allocated in accordance with Section 4.6.3 or Section 4.6.4, as the case may be.

4.6 Allocations of Net Profit and Net Loss.

4.6.1 Net Profit From Operations.

(a) If any Net Loss has been allocated to the Partners pursuant to Section 4.6.2 or Section 4.6.4, then Net Profit from Operations shall first be allocated to the Partners, in the same proportions as such Net Loss was allocated, until each Partner’s Capital Account balance equals what it would have been had there been no such allocation of Net Loss.

(b) After any allocation required pursuant to Section 4.6.1(a), Net Profit from Operations shall be allocated among the Partners in accordance with their Partnership Percentages.

4.6.2 Net Loss From Operations.

(a) If any Net Profit has been allocated to the Partners pursuant to Section 4.6.1 or Section 4.6.3, then Net Loss from Operations shall first be allocated to the Partners, in the same proportions as such Net Profit was allocated, until each Partner’s Capital Account balance equals what it would have been had there been no such allocation of Net Profit.

(b) After any allocation required pursuant to Section 4.6.2(a) Net Loss from Operations shall be allocated among the Partners in proportion to their Capital Accounts until such Capital Account balances equal zero.

(c) After any allocation required pursuant to Section 4.6.2(b), Net Loss from Operations shall be allocated to the General Partner.

4.6.3 Net Profit From Capital Transactions.

(a) If any Net Loss has been allocated to the Partners pursuant to Section 4.6.2 or Section 4.6.4, then Net Profit from Capital Transactions shall first be allocated to the Partners, in the same proportions as such Net Loss was allocated, until each Partner’s Capital Account balance equals what it would have been had there been no such allocation of Net Loss.

-10-

(b) After any allocation required pursuant to Section 4.6.3(a), Net Profit from Capital Transactions shall be allocated among the Partners in accordance with their Partnership Percentages.

4.6.4 Net Loss From Capital Transactions.

(a) If any Net Profit has been allocated to the Partners pursuant to Section 4.6.1 or Section 4.6.3, then Net Loss from Capital Transactions shall first be allocated to the Partners, in the same proportions as such Net Profit was allocated, until each Partner’s Capital Account balance equals what it would have been had there been no such allocation of Net Profit.

(b) After any allocation required pursuant to Section 4.6.4(a) Net Loss from Capital Transactions shall be allocated among the Partners in proportion to their Capital Accounts until such Capital Account balances equal zero.

(c) After any allocation required pursuant to Section 4.6.4(b), Net Loss from Capital Transactions shall be allocated to the General Partner.

4.7 Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Agreement to the contrary, if in any Fiscal Year or other period there is a net decrease in the amount of the Partnership Minimum Gain, then each Partner shall first be allocated items of Gross Income for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the net decrease in such Minimum Gain during such year (as determined under Regulations Section 1.704-2(g)(2)); provided, however, if there is insufficient Gross Income in a year to make the allocation specified above for all Partners for such year, the Gross Income shall be allocated among the Partners in proportion to the respective amounts they would have been allocated had there been an unlimited amount of Gross Income for such year.

4.8 Minimum Gain Chargeback for Partner Nonrecourse Debt. Notwithstanding any other provision of this Agreement to the contrary other than Section 4.7, if in any year there is a net decrease in the amount of the Partner Nonrecourse Debt Minimum Gain, then each Partner shall first be allocated items of Gross Income for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the net decrease in such Minimum Gain during such year (as determined under Regulations Section 1.7042(i)(4)); provided, however, if there is insufficient Gross Income in a year to make the allocation specified above for all Partners for such year, the Gross Income shall be allocated among the Partners in proportion to the respective amounts they would have been allocated had there been an unlimited amount of Gross Income for such year.

-11-

4.9 Qualified Income Offset. Notwithstanding any other provision of this Agreement to the contrary (except Sections 4.7 and 4.8 which shall be applied first), if in any Fiscal Year or other period a Partner unexpectedly receives an adjustment, allocation or distribution described in Regulations Section 1.7041(b)(2) (ii)(d)(4),(5) or (6), such Partner will be specially allocated items of Gross Income in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Partner as quickly as possible.

4.10 Limit on Loss Allocations. Notwithstanding the provisions of Section 4.6.2, 4.6.4 or any other provision of this Agreement to the contrary, Net Loss (or items thereof) shall not be allocated to a Partner if such allocation would cause or increase such Partner’s Adjusted Capital Account Deficit and shall be reallocated to the other Partners, subject to the limitations of this Section 4.10.

4.11 Net Loss from Partner Nonrecourse Debt. Any Net Loss or deductions attributable to Partner Nonrecourse Debt shall be allocated to the Partner who bears the economic risk of loss with respect to such debt.

4.12 Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal Year or other period shall be allocated among the Partners in accordance with their Partnership Percentages.

4.13 Code Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset under Code Sections 734(b) or 743(b) is required to be taken into account in determining Capital Accounts under Regulations Section 1.704-1(b)(2)(iv)(m), the amount of the adjustment to the Capital Accounts will be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis), and the gain or loss will be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted under Regulations Section 1.704-1(b)(2)(iv)(m).

4.14 Reversal of Mandatory Allocations. In the event that any Gross Income or Net Loss is allocated pursuant to Section 4.7 through 4.10, subsequent Gross Income, Net Profit or Net Loss (or items thereof) will first be allocated (subject to Sections 4.7 through 4.10) to the Partners in a manner which will result in each Partner having a Capital Account balance equal to that which would have resulted had the original allocation of Gross Income or Net Loss (or items thereof) pursuant to Sections 4.7 through 4.10 not occurred.

4.15 Compliance with Code. The foregoing provisions of this Agreement relating to the allocation of Net Profit and Net Loss are intended to comply with Regulations under Section 704(b) of the Code and shall be interpreted and applied in a manner consistent with such Regulations.

-12-

4.16 Tax Allocations — Code Section 704(c). In accordance with Code Section 704(c) and the related Regulations, income, gain, loss and deduction with respect to any property contributed to the capital of the Partnership, solely for tax purposes, will be allocated among the Partners so as to take account of any variation between the adjusted basis to the Partnership of the property for federal income tax purposes and the initial Book Value of the property. If the Book Value of any Partnership asset is adjusted under Section 1.1.7, subsequent allocations of income, gain, loss and deduction with respect to that asset will take account of any variation between the adjusted basis of the asset for federal income tax purposes and its Book Value in the same manner as under Code Section 704(c) and the related Regulations. Any elections or other decisions relating to allocations under this Section 4.16 will be made in any manner that the General Partner determines reasonably reflects the purpose and intention of this Agreement. Allocations under this Section 4.16 are solely for purposes of federal, state and local taxes and will not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Net Profit, Net Loss or other items or distributions under any provision of this Agreement.

4.17 Allocation on Transfer. If any interest in the Partnership is transferred, or is increased or decreased by reason of the admission of a new Partner or otherwise, during any Fiscal Year, the Partnership shall make an interim closing of its books as of the effective date of such date of transfer or admission and shall allocate Net Income or Net Loss or items thereof based on such interim closing. All transfers of interests or admissions or exclusions of Partners occurring at any time during a month shall be deemed effective as of the opening of business on the first day of the subsequent month.

4.18 Minimum Interest of General Partner. Notwithstanding any indication to the contrary, the General Partner’s interest in each item of Partnership income, gain, loss, deduction and credit shall be not less than 1%, except as otherwise required pursuant to Section 704(b) or Section 704(c) of the Code.

ARTICLE 5

CAPITAL ACCOUNTS

5.1 Capital Accounts. A separate capital account (“Capital Account”) shall be maintained for each Partner. There shall be credited to each Partner’s Capital Account the amount of any cash actually contributed by such Partner to the capital of the Partnership (or deemed contributed pursuant to Regulations Section 1.704-1(b)(2)(iv)(c)), the Book Value of any property contributed by such Partner to the capital of the Partnership (net of any liabilities secured by such property that the Partnership is considered to assume or to take subject to under Code

-13-

Section 752), such Partner’s share of the Net Profit (and all items in the nature of income or gain that are specially allocated to the Partner under Article 4 hereof) of the Partnership and the amount of any Partnership liabilities that are assumed by the Partner or secured by any Partnership property distributed to the Partner. There shall be charged against each Partner’s Capital Account the amount of all cash distributed to such Partner by the Partnership (or deemed distributed pursuant to Regulations Section 1.704-1(b)(2)(iv)(c)), the Book Value of any property distributed to such Partner by the Partnership (net of any liability secured by such property that the Partner is considered to assume or take subject to under Code Section 752), such Partner’s share of the Net Loss (and all items in the nature of deduction or loss that are specially allocated to the Partner under Article 4 hereof) of the Partnership and the amount of any liabilities of the Partner assumed by the Partnership or which are secured by any property contributed by the Partner to the Partnership.

5.2 Adjustment for In-Kind Distributions. If the Partnership at any time distributes any of its assets in-kind to any Partner, the Capital Account of each Partner shall be adjusted as contemplated by Section 4.5, as applicable, to account for that Partner’s allocable share (as determined under Article 4 above) of the Net Profit or Net Loss that would have been realized by the Partnership had it sold the assets distributed for their respective fair market values immediately prior to their distribution.

5.3 Property Revaluation. The Capital Accounts shall be adjusted to reflect a revaluation of Partnership property to its fair market value on the date of adjustment upon the occurrence of any of the following events:

5.3.1 an increase in any new or existing Partner’s Partnership Percentage resulting from the contribution of money or property by such Partner to the Partnership including a conversion of debt into Partnership interests,

5.3.2 any reduction in a Partner’s Partnership Percentage resulting from a distribution to such Partner in consideration of all or part of his Partnership interest, unless such distribution is pro rata to all Partners in accordance with their respective Partnership Percentages, and

5.3.3 whenever else allowed under Regulations Section 1.704-1(b)(2)(iv)(f).

The adjustments to Capital Accounts shall reflect the manner in which the unrealized Net Profit or Net Loss inherent in the property would be allocated if there were a disposition of the Partnership’s property at its fair market value on the date of adjustment.

5.4 Interpretation. It is the intention of the Partners that the Capital Accounts be maintained strictly in accordance with the capital account maintenance requirements of Regulations under Code Section 704(b). The foregoing provisions and the other provisions of this Agreement relating to the maintenance

-14-

of the Capital Accounts are intended to comply with such Regulations and shall be interpreted and applied in a manner consistent with such Regulations and any amendment or successor provision thereto. The General Partner also shall make any appropriate modifications if unanticipated events might otherwise cause this Agreement not to comply with the Regulations, so long as such changes would not cause a material change in the relative economic benefits of the Partners under this Agreement.

5.5 Obligation to Repay or Restore. If the Limited Partner has received distributions of Net Cash Flow or Net Proceeds of a Capital Transaction, it may be obligated under the Act to repay or restore to the Partnership all or a portion of the amount received if such distributions cause the fair market value of the Partnership’s assets to be less than the Partnership’s liabilities. Subject to the foregoing requirement, the Limited Partner shall not be required to pay to the Partnership or to any other Partner any deficit or negative balance which may exist from time to time in its Capital Account; provided, however, in the event the Limited Partner erroneously receives distributions in excess of his interest in such distributions as specified in Sections 4.1, 4.2 and 4.3 hereof (“Excess Distributions”), then, as between the Partners but not for the benefit of other Persons, such Partner shall be indebted to the Partnership for such Excess Distributions, and such indebtedness shall be payable on terms or on demand as may be prescribed by the General Partner. The General Partner shall contribute, prior to the dissolution and liquidation of the Partnership, an amount equal to the lesser of (a) an amount which will cause the total Capital Contributions made by the General Partner during the Partnership Term to equal one percent (1%) of the total Capital Contributions made to the Partnership (including the Capital Contribution to be made by the General Partner pursuant to this Section 5.5), or (b) the deficit balance in its Capital Account as of the date of such dissolution and liquidation.

5.6 Tax Elections. The General Partner is authorized, in its reasonable discretion, to make all elections permitted or required of the Partnership under Regulations Section 1.704-1, Code Section 754 and any other provisions of the Code.

ARTICLE 6

OPERATING EXPENSES

6.1 Operating Expenses and Reimbursements. The Partnership shall bear (or reimburse the General Partner for its payment of) all costs and expenses of every kind and description incurred in connection with the organization, operation, liquidation and dissolution of the Partnership including, but not limited to, travel expenses, fees of consultants, accountants, and attorneys, fees and expenses of the preparation of quarterly unaudited financial statements, the annual audit, if any, and tax returns of the Partnership, interest on indebtedness of the Partnership, and fees and expenses incurred in any litigation by or against the Partnership.

-15-

ARTICLE 7

ADMISSION OF PARTNERS; ASSIGNMENT OF INTERESTS

7.1 Admission of Additional Partners. Other than Chaparral Steel Holdings, Inc., a Delaware corporation and Chaparral Steel Trust, a Delaware business trust, which shall be admitted to the Partnership pursuant to the provisions of Section 7.2.2 hereof, no additional partners shall be admitted to the Partnership.

7.2 Assignment or Transfer of Partnership Interests.

7.2.1 Except as provided in Section 7.2.2, no Partner shall sell, assign, pledge, mortgage, or otherwise dispose of or Transfer, in whole or in part, its Partnership interest or its share of the Partnership’s capital, assets or property or enter into any agreement, the result of which would be for another Person to become directly or indirectly interested in the Partnership.

7.2.2 The Partnership interest of Chaparral Steel Company may be transferred to Chaparral Steel Holdings, Inc. (the “Initial Transfer”) and the same Partnership interest may be transferred by Chaparral Steel Holdings, Inc. to Chaparral Steel Trust (the “Subsequent Transfer”). Upon the effective time of the Initial Transfer, Chaparral Steel Company shall withdraw from the Partnership and Chaparral Steel Holdings, Inc. shall be admitted as a Partner with the same Partnership interest as Chaparral Steel Company and upon the effective time of the Subsequent Transfer Chaparral Steel Holdings, Inc. shall withdraw and Chaparral Steel Trust shall be admitted as a Partner with the same Partnership interest as Chaparral Steel Holdings, Inc..

ARTICLE 8

MANAGEMENT DUTIES AND RESTRICTIONS

8.1 Powers of General Partner.

8.1.1 General Authority of the General Partner. The business and affairs of the Partnership will be managed exclusively by the General Partner. Except as otherwise expressly provided in this Agreement with respect to matters requiring the approval of the Limited Partner, all determinations relating to the business and affairs of the Partnership will be made by the General Partner in its sole discretion and will not give rise to any right or claim by any Partner or the Partnership unless made in violation of an express provision of this Agreement. Except as otherwise provided herein, the General Partner will have complete authority to take, in its own name or in the name of the Partnership, any action that the General Partner determines to be appropriate under this Agreement or for the conduct of

-16-

the business of the Partnership, including without limitation the actions specified in Section 8.1.2. All decisions and actions taken by the General Partner under the authority of this Section 8.1 will be binding upon all of the Partners and the Partnership.

8.1.2 Specific Authority of General Partner. Except as otherwise expressly set forth in this Agreement, the General Partner shall have all rights and powers of a general partner under the Act. Subject to the limitations contained in Section 8.1.3, the authority of the General Partner to manage the business and affairs of the Partnership will include complete authority:

(a) To acquire, dispose of, lease or exchange assets of the Partnership;

(b) To borrow money or otherwise create or assume indebtedness for the Partnership;

(c) To create an Encumbrance on all or any part of the Partnership’s assets in order to secure loans or advances to or assumed by the Partnership or any Person in which the Partnership has a direct or indirect interest, or any obligation of the Partnership or any Person in which the Partnership has a direct or indirect interest, or for any other Partnership purpose;

(d) To execute and deliver for the Partnership agreements and other instruments (including, without limitation, instruments creating an Encumbrance on Partnership assets) for any purpose authorized by clause (c), including without limitation agreements and instruments in connection with loans or the Transfer of assets of the Partnership;

(e) To collect all income of the Partnership and to satisfy all obligations of the Partnership, including without limitation expenses of the General Partner relating to the Partnership described in Article 6 and Section 8.4 and the indemnification obligations arising under Section 11.11;

(f) To prepare or cause to be prepared and file all tax returns for the Partnership (but not the tax returns or other reports of the Partners);

(g) To make all tax elections for the Partnership, including without limitation any special basis adjustments under Section 754 of the Code, provided that the Partner requesting any Section 754 election must agree to reimburse the Partnership for any costs incurred by the Partnership in making the election or in maintaining or preparing any additional records or reports in connection with the election;

-17-

(h) To prosecute, defend and settle legal, arbitration or administrative proceedings on behalf of or against the Partnership;

(i) To manage and maintain the assets of the Partnership or any Person in which the Partnership has a direct or indirect interest;

(j) To establish separate bank accounts for the deposit of monies received on behalf of the Partnership and to disburse all funds on deposit on behalf of the Partnership in amounts and at times as required in connection with the business of the Partnership;

(k) To procure and maintain insurance against risks and in amounts determined to be appropriate by the General Partner, including without limitation insurance under which the General Partner and its partners, agents and affiliates are insureds;

(l) To advance funds of the Partnership to any Person in which the Partnership has a direct or indirect interest;

(m) To do or cause to be done any other act which the General Partner considers to be appropriate to carry out any of its powers or in furtherance of the purposes or character of the Partnership;

(n) To establish such reserves from Partnership funds as the General Partner, in its sole discretion, may deem necessary or advisable for Partnership operations and for the payment of Partnership obligations;

(o) To exercise all rights, powers, privileges and other incidents of ownership or possession with respect to any Partnership assets, including, without limitation, voting equity or debt securities held by the Partnership;

(p) To consult with legal counsel, independent public accountants, real estate brokers and other consultants selected by the General Partner on behalf of the Partnership;

(q) To take all action which may be necessary or appropriate for the continuation of the Partnership’s valid existence as a limited partnership under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Limited Partner or to enable the Partnership to conduct the business in which it is engaged;

(r) To resolve, in its sole discretion, any ambiguity regarding the application of any provision of this Agreement in the manner it deems equitable, practicable and consistent with this Agreement and applicable law; and,

-18-

(s) To do such other acts as the General Partner may deem necessary or advisable, or as may be incidental to or necessary for the conduct of the business of the Partnership.

8.1.3 Actions Requiring Limited Partner Approval. Notwithstanding Section 8.1.2, the General Partner may not, without the written consent of the Limited Partner take or commit to take any of the following actions:

(a) Transfer all or substantially all of the Partnership’s assets, whether in one transaction or a series of related transactions;

(b) Effect the reorganization, merger or consolidation of the Partnership with any other entity.

(c) Any act in contravention of this Agreement;

(d) Any act which would make it impossible to carry on the ordinary business of the Partnership, other than a Transfer of all or substantially all of the assets of the Partnership authorized under Section 8.1.3(a) or a reorganization, merger or consolidation authorized under Sections 8.1.3(b);

(e) Confess a judgment against the Partnership except in connection with the settlement of an action or proceeding; or,

(f) Incur any debt, on behalf of the Partnership or otherwise, for which the Limited Partner shall be directly or personally liable to any extent.

8.2 Authority as to Third Persons. Notwithstanding Section 8.1.3, the signed statement of the General Partner reciting that it has the authority or necessary approval of the Limited Partner for any action, as to any third Person, will be conclusive evidence of the authority of the General Partner to take that action and of compliance with Section 8.1.3, if applicable. The Limited Partner will promptly execute instruments determined by the General Partner to be appropriate to evidence the authority of the General Partner to consummate any transaction permitted by this Agreement.

8.3 Compensation and Expenses of the General Partner. The General Partner will not receive any compensation from the Partnership for serving as General Partner, but all expenses incurred by the General Partner in connection with its service as General Partner (including without limitation charges for legal, accounting, data processing, administrative, executive, tax and other services rendered) will be paid or promptly reimbursed by the Partnership. Nothing contained in this Section 8 is intended to affect the distributions to the General Partner or the amounts that may be payable to the General Partner by reason of its interest in the Partnership.

-19-

8.4 Covenants of the General Partner. The General Partner shall devote such time, effort, and attention as may be reasonably necessary, advisable, or appropriate to manage and direct the operations, business and affairs of the Partnership.

8.5 Limitations on Authority. The authority of the General Partner over the conduct of the operations, business, and affairs of the Partnership shall be subject only to the Act and such further limitations as are expressly stated in this Agreement.

8.6 No Withdrawal From Partnership. Except as contemplated by this Agreement, no Partner may withdraw from the Partnership at any time.

ARTICLE 9

DISSOLUTION OF THE PARTNERSHIP

9.1 Dissolution. The Partnership shall be dissolved upon the happening of any of the following events:

9.1.1 the expiration of the Partnership Term;

9.1.2 with the prior consent of the General Partner and the Limited Partner;

9.1.3 the Bankruptcy or dissolution of the General Partner;

9.1.4 the sale or distribution of all or substantially all of the assets of the Partnership;

9.1.5 A Partner sells, assigns, Transfers, pledges or otherwise disposes of or encumbers, directly or indirectly, all or any part of its interest, except as permitted in this Agreement, or allows such sale, assignment, transfer, pledge, disposition or encumbrance to occur.

9.1.6 the occurrence of any other event causing the dissolution of a limited partnership under the laws of the State of Delaware.

9.2 Continuation. Upon the Bankruptcy, dissolution or removal of the General Partner, the business of the Partnership will be continued if within 90 calendar days the Limited Partner elects by written action to continue the business of the Partnership and designate one or more Persons to be a General Partner of the Partnership. If the business of the Partnership is continued, the interest of the General Partner will be converted to that of a limited partner. If the Limited Partner fails to continue the Partnership’s business as provided in this Section 9.2, the Partnership will be liquidated under Section 9.4.

9.3 Events Affecting a Limited Partner. The Bankruptcy, liquidation, dissolution, reorganization, merger, sale of substantially all the stock or assets of, or other change in the ownership or nature of the Limited Partner shall not dissolve the Partnership.

-20-

9.4 Liquidation Procedures.

9.4.1 Upon dissolution of the Partnership the General Partner or, if there is no General Partner, such Person or Persons as the limited Partner shall designate as liquidating trustees shall commence immediately to wind up the affairs of the Partnership. The General Partner or such liquidating trustees shall use their best judgment as to when to dispose of the Partnership’s assets or to make distributions in-kind in order to maximize the return to the Partners from such assets.

9.4.2 The assets of the Partnership remaining after payment of the costs and expenses of winding up shall be applied in the following priority:

(a) To payment of the costs and expenses of the winding up, liquidation and termination of the Partnership;

(b) to the creditors of the Partnership, other than Partners, all amounts due them from the Partnership in the order of priority established by law;

(c) to the Partners, all amounts due them in repayment of any loans to the Partnership pursuant to Section 3.3;

(d) To the establishment of any reserves deemed appropriate by the General Partner or liquidating trustees for any liabilities or obligations of the Partnership, which reserves will be held for the purpose of paying liabilities or obligations and, at the expiration of a period the General Partner or liquidating trustees deems appropriate, will be distributed in the manner provided in Section 9.4.2(e); and,

(e) To the payment to the Partners of the positive balances in their respective Capital Accounts, pro rata, in proportion to the positive balances in those Capital Accounts after giving effect to all allocations and distributions under Article 4 for all prior periods, including the period during which the process of liquidation occurs.

If the General Partner or the liquidating trustees, in their sole discretion, deem it not feasible or desirable to liquidate to each Partner its allocable share of each asset to be distributed in-kind, the General Partner or the liquidating trustees may allocate and distribute specific assets to one or more Partners as the General Partner or the liquidating trustees shall reasonably determine to be fair and equitable, taking into consideration, among other things, the value of the assets, the indebtedness secured by

-21-

the assets and the tax consequences of the proposed distribution upon each of the Partners. Any distributions in-kind shall be subject to such conditions relating to the disposition and management thereof as the General Partner or the liquidating trustees deem reasonable and equitable.

9.5 Termination. The Partnership shall terminate when all property owned by the Partnership has been disposed of, and any proceeds from the sale or other disposition of all of the Partnership property, after payment of or provision for all liabilities to creditors of the Partnership, has been distributed to the Partners.

9.6 No Petition for Dissolution. The Partners agree that irreparable damage would be done to the goodwill and reputation of the Partnership if any Partner should bring an action in any court to dissolve the Partnership and to have a liquidator or receiver for the Partnership appointed. Care has been taken in this Agreement to provide what the parties feel is fair and just payment in liquidation of the interest of all Partners. Accordingly, each Partner hereby waives and renounces its right to file or pursue any such petition for dissolution of the Partnership or the partition of any Partnership property, or to seek the appointment by any court of a liquidator or receiver for the Partnership.

9.7 Compliance with Timing Requirements of Treasury Regulations. Notwithstanding anything in this Article 9 to the contrary, in the event the Partnership is “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions will be made to the Partners who have positive Capital Account balances pursuant to Section 9.4 in a manner that complies with Regulations Section 1.704-1(b)(2)(ii)(b)(2). However, a liquidation occurring as a result of a Partnership termination, as defined in Section 708(b)(1)(B) of the Code, will not require an actual distribution of Partnership assets, but will instead be treated as a constructive liquidation and reformation in the manner described in Regulations Section 1.708-1(b)(1)(iv).

ARTICLE 10

FINANCIAL ACCOUNTING AND REPORTS

10.1 Financial and Tax Accounting and Reports. The tax returns of the Partnership shall be filed on an accrual basis. The General Partner shall cause the Partnership’s tax returns to be prepared and a Schedule K-1 or any successor form to be prepared and delivered in a timely manner to each of the Partners. In the event of an income tax audit of the Partnership or any judicial or administrative proceeding in connection with the income tax returns of the Partnership, the Tax Matters Partner shall be authorized to act for and, to the extent provided by the Code, its decision shall be binding upon the Partnership and the Partners. The books and records of the Partnership shall be kept in accordance with generally accepted accounting principles.

-22-

10.2 Valuation. The valuation of the assets of the Partnership for the purpose of valuing distributions in-kind made pursuant to Section 4.5 or Section 9.4 of this Agreement and for any other purpose shall be the fair market value as determined by the General Partner in good faith, and such determination will be binding on the Partners.

10.3 Supervision; Inspection of Books. Proper and complete books of account of the business of the Partnership shall be kept under the supervision of the General Partner at the principal place of business of the Partnership. Such books shall be open to inspection by the Limited Partner, or its accredited representatives, at any reasonable time during normal business hours.

10.4 Quarterly Reports. The General Partner shall transmit to the Limited Partner within thirty (30) days after the close of each quarter, or as soon as practicable thereafter, summary financial information of the Partnership prepared in accordance with the accrual method of accounting from its books without audit and subject to year-end adjustments.

10.5 Annual Report; Financial Statements. The General Partner shall transmit to the Limited Partners within one hundred twenty (120) days after the close of each Fiscal Year, or as soon as practicable thereafter, financial statements of the Partnership prepared in accordance with the accrual method of accounting, including an income statement for the year then ended, a balance sheet as of the end of such year, and a statement of changes in the Partners’ Capital Accounts. If the General Partner, in its sole discretion, determines that audited financial reports are appropriate, then the financial statements shall be audited by an independent public accounting firm selected by the General Partner.

10.6 Consent in Lieu of Meeting. Any action which may be taken by the Partners at a meeting may be effected through the execution of written consents by the requisite Partnership Percentage of the Partners.

10.7 Withholding. Notwithstanding any provision in this Agreement to the contrary, the General Partner may withhold from any distribution or amount due to the Limited Partner any amounts required to be withheld pursuant to any applicable federal, state, or local tax requirements, with such withheld amount treated as if it was distributed to the Limited Partner. The determination of the General Partner as to the necessity of such withholding shall be binding upon the Limited Partner.

ARTICLE 11

OTHER PROVISIONS

11.1 Execution and Filing of Documents. The General Partner and the Limited Partner (or the General Partner as the Limited Partner’s attorney-in-fact) shall execute and file such certificates and other documents as may be required by the Act and other applicable laws. The General Partner shall cause the Partnership to be qualified,

-23-

formed, reformed or registered under the limited partnership laws, assumed or fictitious name statutes or similar laws in any jurisdiction in which the Partnership owns property or transacts business if such qualification, formation, reformation or registration is necessary in order to protect the limited liability of the Limited Partner or to permit the Partnership lawfully to own property or transact business as a limited partnership. The General Partner shall execute, file and publish all such certificates, notices, statements or other instruments appropriate to conduct the business of the Partnership and to maintain the limited liability of the Limited Partner.

11.2 Other Instruments and Acts. The Partners agree to execute any other instruments or perform any other acts that are or may be necessary to effectuate and carry on the Partnership created by this Agreement.

11.3 Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the permitted transferees, successors, assigns, and legal representatives of the Partners.

11.4 Governing Law. This Agreement shall be governed by and construed under the laws of the State of Delaware, without giving effect to the principles of conflict of laws.

11.5 Notices. Any notice or other communication that one Partner desires to give to another Partner or the Partnership or that the Partnership desires to give to a Partner shall be in writing, and shall be deemed effectively given upon (i) personal delivery, (ii) transmission by facsimile or (iii) the third business day following deposit in any United States mail box, by registered or certified mail, postage prepaid, addressed, in the case of a Partner, to the Partner at the address shown on the books and records of the Partnership or at such other address as a Partner may designate by fifteen (15) days’ advance notice to the other Partners and, in the case of the Partnership, to its principal office designated in Section 2.4.

11.6 Power of Attorney. The Limited Partner appoints the General Partner its attorney-in-fact, with full power of substitution and re-substitution, to execute in the Partner’s name and deliver:

(a) A Partnership Certificate and any amendments to the Partnership Certificate that the General Partner deems appropriate;

(b) Any instrument that the General Partner deems appropriate in order to qualify the Partnership to do business in any jurisdiction and any other instrument relating to the qualification or registration of the Partnership or the use of an assumed or fictitious name that the General Partner deems appropriate;

(c) All certificates and other instruments that may be appropriate to effect the dissolution and termination of the Partnership under Article 9;

-24-

(d) All reports, forms and schedules that the General Partner determines appropriate to file with any governmental body in connection with any Partnership activity,

(e) Any amendment to this Agreement appropriate to reflect the Transfer of a Partnership interest permitted by this Agreement, or the admission to, or withdrawal from, the Partnership of a Partner permitted by this Agreement, the conversion of a General Partner interest into a Limited Partner interest as provided in this Agreement or any Capital Contribution permitted by this Agreement; and,

(f) Any amendment to this Agreement authorized under Section 11.7.

The power of attorney granted under this Section 11.6 is coupled with an interest and is irrevocable and will survive the death, dissolution, bankruptcy and withdrawal from the Partnership of any Partner or the Transfer of its Partnership interest.

11.7 Amendment.

11.7.1 Except for such amendments as result from the operation of the various provisions of this Agreement, this Agreement may be amended only with the written consent of the Limited Partners and the General Partner.

11.7.2 The General Partner, acting alone, may make ministerial changes in the Partnership Agreement for the purpose of correcting errors and inconsistencies and to comply with federal, state and local rules, regulations and laws, provided that the liability of the Limited Partner for Partnership debts shall not be increased by such amendment nor shall the right of the Limited Partner to Partnership allocations or distributions be adversely affected thereby.

11.8 Entire Agreement. This Agreement shall constitute the entire agreement of the Partners and supersede all prior agreements between the Partners with respect to the Partnership.

11.9 Titles; Subtitles. The titles and subtitles used in this Agreement are used for convenience only and shall not be considered in the interpretation of this Agreement.

11.10 Exculpation. Neither the General Partner, nor any of its officers, directors, employees, agents, or Affiliates, shall be liable to the Limited Partner or the Partnership for any action taken or failure to act on behalf of the Partnership within the scope of authority conferred on the General Partner by this Agreement, or by law, or done in reliance in good faith on the opinion of legal counsel, except in the case of (i) its willful breach of a material provision of the Act or this Agreement; (ii) the breach of its fiduciary responsibilities to the Partnership or the Limited Partner, or, (iii) its gross negligence in connection with the business and affairs of the Partnership.

-25-

11.11 Indemnification of the General Partner. The Partnership, to the extent of its assets legally available for that purpose, will indemnify and hold harmless the General Partner and any partner, shareholder, director, officer, agent, affiliate and professional or other advisor of the General Partner (collectively, the “Indemnified Persons”), from and against any and all loss, damage, expense (including without limitation reasonable fees and expenses of attorneys and other advisors and any court costs incurred by any Indemnified Person) or liability by reason of anything any Indemnified Person does or refrains from doing for, or in connection with the business or affairs of, the Partnership, except to the extent that the loss, damage, expense or liability results from (a) the Indemnified Person’s gross negligence, willful misconduct or knowing violation of law, or (b) the Indemnified Person’s breach of any fiduciary responsibilities to the Partnership or the Limited Partner. These indemnification rights are in addition to any rights the Indemnified Persons may have against third parties.

Notwithstanding anything in this Agreement to the contrary, no Partner shall be obligated to contribute any amount to the Partnership in order to satisfy the Partnership’s indemnification obligations under this Section 11.11, such obligations being limited at all times to the assets of the Partnership.

11.12 Limitation of Liability of the Limited Partners. No Limited Partner shall be bound by, or be personally liable for, the expenses, liabilities, or obligations of the Partnership in excess of its Capital Contributions to the Partnership plus such additional amounts determined pursuant to Section 5.5.

11.13 Ambiguities. The General Partner shall have full power and authority to resolve questions of interpretation and construction arising under this Agreement, and its resolution of such ambiguities or questions shall be final and binding on the Partnership and all of its Partners and their permitted transferees, successors, assigns and legal representatives.

11.14 No Right to Partition. Each Partner hereby irrevocably waives any and all rights that it may have to maintain or institute an action for partition of the Partnership assets.

-26-

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

GENERAL PARTNER:
CHAPARRAL STEEL TEXAS, INC.
By:	/s/ Illegible
Its:	Illegible
LIMITED PARTNER:
CHAPARRAL STEEL COMPANY
By:	/s/ Illegible
Its:	Illegible

-27-

EX-3.24

Exhibit 3.24

AMENDMENT NO. 1

TO

AGREEMENT OF LIMITED PARTNERSHIP

OF

CHAPARRAL STEEL MIDLOTHIAN, LP

THIS AMENDMENT NO. 1 TO AGREEMENT OF PARTNERSHIP OF CHAPARRAL STEEL MIDLOTHIAN, LP (the “Amendment”), effective the 1st day of May 2001 by and between CHAPARRAL STEEL TEXAS, INC., a Delaware corporation (the “General Partner”) and CHAPARRAL STEEL TRUST, a Delaware business trust (the “Limited Partner”).

RECITALS:

WHEREAS, the General Partner and Chaparral Steel Company, a Delaware corporation (“CSC”), entered into that certain Agreement of Limited Partnership of Chaparral Steel Midlothian, LP dated February 29, 1996 (together with all amendments, additions and modifications thereto, the “Partnership Agreement”), whereby the General Partner and CSC agreed to form and operate a Delaware limited partnership named Chaparral Steel Midlothian, LP (the “Partnership”) in accordance with the terms set forth in the Partnership Agreement; and

WHEREAS, effective March 1, 1996, CSC, the sole limited partner in the Partnership, transferred all of its rights, title and interest in the Partnership to Chaparral Steel Holdings, Inc., a Delaware corporation (“CSH”) in accordance with Section 7.2.2 of the Partnership Agreement (the “CSC Transfer”); and

WHEREAS, immediately following the CSC Transfer, effective March 1, 1996, CSH transferred all of its rights, title and interest in the Partnership to the Limited Partner in accordance with Section 7.2.2 of the Partnership Agreement; and

WHEREAS, the General Partner and the Limited Partner desire to amend certain provisions of the aforementioned Partnership Agreement regarding the operation of the Partnership and their interests in the Partnership.

WITNESSETH:

NOW THEREFORE, premises considered and in consideration of the mutual promises and covenants of the parties hereto, the sufficiency of which is hereby mutually acknowledged, the parties agree as follows:

1. Capitalized terms. Unless otherwise defined in this Amendment, capitalized terms herein shall have the meaning set forth in the Partnership Agreement.

2. Section 7.2.1 of the Partnership Agreement is hereby amended and Section 7.2.3 is hereby added to permit a Partner to sell, transfer, pledge or encumber all or a portion of its Partnership Interest for the purpose of obtaining or maintaining credit or other financing for the benefit, in whole or in part, of the Partnership.

-1-

Therefore, Sections 7.2.1 and 7.2.3 of said Partnership Agreement, as amended or added, shall provide, in their entirety as follows:

“7.2.1 Except as set forth in Section 7.2.2 or 7.2.3, no Partner shall sell, assign, pledge, mortgage, or otherwise dispose of or Transfer, in whole or in part, its Partnership interest or its share of the Partnership’s capital, assets or property or enter into any agreement, the result of which would be for another Person to become directly or indirectly interested in the Partnership.

7.2.2 [Remains Unchanged].

“7.2.3 Upon the written consent of all Partners, any Partner may sell, assign, pledge, mortgage or otherwise dispose of or Transfer, in whole or in part, its Partnership Interest or its share in the Partnership’s capital, assets or property.”

3. Except as amended hereby, all terms and conditions of the Partnership Agreement shall remain the same, unchanged, and in effect.

IN WITNESS WHEREOF, this Amendment No. I to Agreement of Partnership of Chaparral Steel Midlothian, LP is executed effective the 1st day of May ,2001.

GENERAL PARTNER
	CHAPARRAL STEEL TEXAS, INC.
	By:	/s/ Kenneth R. Allen
		Kenneth R. Allen
		Vice President and Treasurer
LIMITED PARTNER
	CHAPARRAL STEEL TRUST
	By:	/s/ Richard M. Fowler
		Richard M. Fowler
		Managing Trustee

-2-

EX-3.25

Exhibit 3.25

CERTIFICATE OF LIMITED PARTNERSHIP

OF

STAR 2000 LP

This Certificate of Limited Partnership of STAR 2000 LP is being duly executed and filed by Chaparral Steel Texas, Inc., a Delaware corporation, as the sole general partner, to form a limited partnership under the Delaware Revised Uniform Limited Partnership Act (6 Del.C, § 17-101, et seq).

1. Name: The name of the limited partnership is STAR 2000 LP (the “Limited Partnership”).

2. Registered Office and Agent: The address of the registered office of the Limited Partnership in the State of Delaware is the Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 and the name of its registered agent at such address is The Corporation Trust Company.

3. General Partner: The name and the business address of the sole general partner of the Limited Partnership are Chaparral Steel Texas, Inc., 300 Ward Road, Midlothian, Texas 76065-9651.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership this 11^th day of October, 1996

CHAPARRAL STEEL TEXAS, INC. General Partner
By:	/s/ Richard M. Fowler
Name:	Richard M. Fowler
Title:	Vice President

EX-3.26

Exhibit 3.26

AMENDMENT TO

CERTIFICATE OF LIMITED PARTNERSHIP

OF

STAR 2000 LP

TO THE SECRETARY OF STATE OF DELAWARE:

This Amendment to Certificate of Limited Partnership of Star 2000 LP (the “Limited Partnership”) is being duly executed and filed by Chaparral Steel Texas, Inc., a Delaware corporation, as the sole general partner, pursuant to 6 Del.C, § 17-202 of the Delaware Revised Uniform Limited Partnership Act.

1. The name of the Limited Partnership is Star 2000 LP.

2. The date on which the Certificate of Limited Partnership of the Limited Partnership was filed with the Secretary of State of Delaware is October 15, 1996.

3. The Certificate of Limited Partnership of the Limited Partnership is amended in the following respects in order to change the name of the Limited Partnership as follows:

“1. Name. The name of the Limited Partnership is Star Recycling LP.”

IN WITNESS WHEREOF, this Amendment to Certificate of Limited Partnership of Star 2000 LP has been executed as of the 13^th day of January, 1999.

CHAPARRAL STEEL TEXAS, INC. General Partner
By:	/s/ Larry L. Clark
	Larry L. Clark, Vice President

EX-3.27

Exhibit 3.27

SECOND AMENDMENT TO

CERTIFICATE OF LIMITED PARTNERSHIP

OF

STAR RECYCLING LP

TO THE SECRETARY OF STATE OF DELAWARE:

This Second Amendment to Certificate of Limited Partnership of Star Recycling LP (the “Limited Partnership”) is being duly executed and filed by Chaparral Steel Texas, Inc., a Delaware corporation, as the sole general partner, pursuant to 6 Del.C, § 17-202 of the Delaware Revised Uniform Limited Partnership Act.

1. The name of the Limited Partnership is Star Recycling LP.

2. The date on which the Certificate of Limited Partnership of the Limited Partnership was filed with the Secretary of State of Delaware is October 15, 1996.

3. The Certificate of Limited Partnership of the Limited Partnership is amended in the following respects in order to change the name of the Limited Partnership as follows:

“1. Name. The name of the Limited Partnership is TXI Star Recycling LP.”

IN WITNESS WHEREOF, this Second Amendment to Certificate of Limited Partnership of Star Recycling LP has been executed as of the 12^th day of February, 1999.

CHAPARRAL STEEL TEXAS, INC. General Partner
By:	/s/ Robert C. Moore
	Robert C. Moore, Vice President

EX-3.28

EXHIBIT 3.28

AGREEMENT OF LIMITED PARTNERSHIP

OF

STAR 2000 LP

THIS AGREEMENT OF LIMITED PARTNERSHIP, made and entered into as of this      day of October, 1996, by and between Chaparral Steel Texas, Inc., a Delaware corporation (the “General Partner”) and Chaparral Steel Trust, a Delaware business trust (the “Limited Partner”).

NOW, THEREFORE, the General Partner and the Limited Partner hereby agree to the terms and conditions of this Agreement of Limited Partnership as follows:

ARTICLE 1

DEFINITIONS; REFERENCES

1.1 Definitions. Unless the context requires otherwise, the following terms shall have the meanings specified in this Section l.1:

1.1.1 Act: The Delaware Revised Uniform Limited Partnership Act.

1.1.2 Additional Capital Contributions: The additional capital contributions described in Section 3.4.

1.1.3 Adjusted Capital Account Deficit: With respect to any Partner, the deficit balance, if any, in such Partner’s Capital Account as of the end of the relevant taxable year, after giving effect to the following adjustments:

(a) Credit to such Capital Account any amounts which such Partner (1) is obligated to restore to the Partnership upon liquidation of its interest in the Partnership (or which is so treated pursuant to Regulations Section 1.704-1(b)(2)(ii)(c)) pursuant to the terms of this Agreement or under state law or (2) is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) and (3) the Partner’s share (as determined under Code Section 752) of any recourse indebtedness of the Partnership to the extent that such indebtedness could not be repaid out of the Partnership’s assets if all of the Partnership’s assets were sold at their respective Book Values as of the end of the Fiscal Year or other period and the proceeds from the sales were used to pay the Partnership’s liabilities; and

(b) Debit to such Capital Account the items described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6) of the Regulations.

- 1 -

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith. For purposes of clause (a)(3) above, the amounts computed pursuant to clause (a)(1) above for each Partner shall be considered to be proceeds from the sale of the assets of the Partnership to the extent such amounts would be available to satisfy (directly or indirectly) the indebtedness specified in clause (a)(3).

1.1.4 Affiliate: With respect to any Person, a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the Person in question. As used herein, the term “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 ownership of voting securities or interests, by contract, or otherwise.

1.1.5 Agreement: This Agreement of Limited Partnership of STAR 2000 LP and any amendments hereto.

1.1.6 Bankruptcy: A Person shall be deemed bankrupt if:

(a) any proceeding is commenced against such Person as “debtor” for any relief under bankruptcy or insolvency laws, or laws relating to the relief of debtors, reorganizations, arrangements, compositions, or extensions and such proceeding is not dismissed within sixty (60) days after such proceeding has commenced, or

(b) such Person commences any proceeding for relief under bankruptcy or insolvency laws or laws relating to the relief of debtors, reorganizations, arrangements, compositions, or extensions.

1.1.7 Book Value: With respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

(a) the initial Book Value of any asset contributed (or deemed contributed under Regulations Section 1.708-1(b)(1)(iv)) by a Partner to the Partnership shall be the asset’s gross fair market value at the time of the contribution;

(b) the Book Value of all Partnership assets shall be adjusted to equal their respective gross fair market values, as determined by the General Partner in its reasonable judgment:

(i) if the General Partner reasonably determines an adjustment is necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership as of (1) the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de

- 2 -

minimis capital contribution, or (2) the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership property as consideration for an interest in the Partnership; and

(ii) as of the liquidation of the Partnership within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g);

(c) the Book Value of any Partnership asset distributed to any Partner will be the gross fair market value of the asset on the date of distribution; and

(d) the Book Values of Partnership assets will be increased or decreased to reflect any adjustment to the adjusted basis of the assets under Code Sections 734(b) or 743(b), but only to the extent that the adjustment is taken into account in determining Capital Accounts under Regulations Section 1.704-1(b)(2)(iv)(m), provided that Book Values will not be adjusted hereunder to the extent that the General Partner determines that an adjustment under clause (b) is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment under this clause (d).

After the Book Value of any asset has been adjusted under clause (a), clause (b) or clause (d) above, Book Value will be adjusted by the Depreciation taken into account with respect to the asset for purposes of computing Net Profit and Net Loss.

1.1.8 Capital Account: The capital account of a Partner established and maintained in accordance with Section 5.1.

1.1.9 Capital Contributions: With respect to any Partner, the amount of money actually contributed (or deemed contributed pursuant to Regulations Section 1.704-1(b)(2)(iv)(c)) to the Partnership and the initial Book Value of any property (other than money) contributed to the Partnership with respect to the interest in the Partnership held by that Partner (net of any liabilities secured by such property that the Partnership is considered to assume or to take subject to Code Section 752). Any reference in this Agreement to the Capital Contribution of a Partner will include a Capital Contribution made by any prior Partner with respect to the Partnership interest of the Partner.

1.1.10 Capital Transaction: The sale, exchange or other disposition of all or any portion of the property of the Partnership other than in the ordinary course of business of the Partnership. Capital Transactions include the financing or refinancing of Partnership property which creates excess funds not needed for Operations and which funds, in the opinion of the General Partner, are available for distribution to the Partners.

- 3 -

1.1.11 Code: The United States Internal Revenue Code of 1986, as now existing or hereafter amended. References to sections of the Code include successor provisions to those sections.

1.1.12 Depreciation: For each taxable year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable with respect to an asset for the year or other period, except that if the Book Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of the year or other period, Depreciation will be an amount which bears the same ratio to the beginning Book Value as the federal income tax depreciation, amortization or other cost recovery deduction for the year or other period bears to the beginning adjusted tax basis, provided that if the federal income tax depreciation, amortization, or other cost recovery deduction for the year or other period is zero, Depreciation will be determined with reference to the beginning Book Value using any reasonable method selected by the General Partner.

1.1.13 Fiscal Year: The period commencing on June 1 of each year and ending on May 31 of such year.

1.1.14 General Partner: Chaparral Steel Texas, Inc., a Delaware corporation.

1.1.15 Gross Income: For each Fiscal Year or other period, an amount equal to the Partnership’s gross income as determined for federal income tax purposes for such Fiscal Year or period but computed with the adjustments specified in Section 1.1.20(a) and (c).

1.1.16 Initial Capital Contributions: The Capital Contributions of the General Partner made pursuant to Section 3.1 and the Limited Partner made pursuant to Section 3.2.

1.1.17 Limited Partner: Chaparral Steel Trust, a Delaware business trust, and any other Person who is admitted to the Partnership as a Limited Partner and shown as a Limited Partner on the books and records of the Partnership.

1.1.18 Net Cash Flow: All cash funds from operations of the Partnership on hand or on deposit from time to time after (i) payment of all operating expenses payable as of the date in question, (ii) provision for payment of all outstanding and unpaid Partnership obligations due and payable as of the date in question or within sixty (60) days thereafter, and (iii) the establishment of such reasonable reserves as the General Partner, in its sole discretion, deems appropriate for the operating needs of the Partnership. “Net Cash Flow” shall not include or reflect any proceeds received or expenses incurred in connection with a Capital Transaction.

1.1.19 Net Proceeds of a Capital Transaction: The net proceeds received by the Partnership in connection with a Capital Transaction after payment of all costs and expenses incurred by the Partnership in connection with such

- 4 -

Capital Transaction, including, without limitation, brokers’ commissions; loan fees, other closing costs, the cost of any alteration, improvement, restoration or repair of Partnership assets necessitated by or incurred in connection with such Capital Transaction, any reserves that the General Partner believes in good faith should be established and the payment of any loans owed by the Partnership to any of the Partners, plus any other loans that should be appropriately paid, as determined by the General Partner in its reasonable discretion.

1.1.20 Net Profit and Net Loss: For each Fiscal Year or other period, an amount equal to the Partnership’s taxable income or loss for such Fiscal Year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss) with the following adjustments:

(a) any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Net Profit or Net Loss shall be added to such taxable income or loss;

(b) any expenditures of the Partnership described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures under Regulations Section 1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing Net Profit or Net Loss shall be subtracted from such taxable income or loss;

(c) gain or loss resulting from any disposition of Partnership property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Book Value of such property notwithstanding that the Book Value of such asset differs from its adjusted tax basis;

(d) gain or loss resulting from any adjustment pursuant to Section 1.1.7(b) shall be taken into account as gain or loss from disposition of the asset for purposes of computing Net Profit or Net Loss hereunder;

(e) gain or loss resulting from any adjustment attributable to an in-kind distribution of assets to any Partner pursuant to Sections 5.2 shall be taken into account as gain or loss from disposition of the asset for purposes of computing Net Profit or Net Loss hereunder;

(f) in lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year or other period as determined under Regulations Section 1.704-1(b)(2)(iv)(g)(3);

- 5 -

(g) the amount of any Gross Income specially allocated to the Partners pursuant to Sections 4.7 through 4.9 and 4.14 shall not be included as income or revenue; and

(h) any amount allocated pursuant to Sections 4.11 through 4.14 shall not be included as a gain, loss or deduction.

1.1.21 Net Profit and Net Loss from Capital Transactions: Net Profit and Net Loss including only those items of income, gain, loss and deduction relating to Capital Transactions.

1.1.22 Net Profit and Net Loss from Operations: Net Profit and Net Loss excluding those items of income, gain, loss and deduction related solely to Capital Transactions.

1.1.23 Nonrecourse Deductions: Losses, deductions or Code Section 705(a)(2)(B) expenditures attributable to Nonrecourse Liabilities of the Partnership. The amount of Nonrecourse Deductions for any Fiscal Year or other period shall be determined in accordance with the provisions of Regulations Section 1.704-2(c).

1.1.24 Nonrecourse Liability: A nonrecourse liability as defined in Regulations Section 1.752-1(a)(2).

1.1.25 Operations: All operations and activities of the Partnership other than those related to or consisting of a Capital Transaction.

1.1.26 Partner: A Partner of the Partnership, including the General Partner and the Limited Partner.

1.1.27 Partner Nonrecourse Debt: Any Nonrecourse Liability of the Partnership for which any Partner or related person bears the economic risk of loss under Regulations Section 1.752-2.

1.1.28 Partner Nonrecourse Debt Minimum Gain: The minimum gain attributable to Partner Nonrecourse Debt as determined under Regulations Section 1.704-2(i)(3).

1.1.29 Partner Nonrecourse Deductions: Partnership losses, deductions or Code Section 705(a)(2)(B) expenditures attributable to a particular Partner Nonrecourse Debt. The amount of Partner Nonrecourse Deductions for any Fiscal Year or other period shall be determined in accordance with the provisions of Regulations Section 1.704-2(i)(2).

1.1.30 Partnership: STAR 2000 LP, a Delaware limited partnership.

1.1.31 Partnership Certificate: The certificate of limited partnership of the Partnership filed in conformance with the Act.

- 6 -

1.1.32 Partnership Minimum Gain: The amount computed under Regulations Section 1.704-2(d)(1) with respect to the Partnership’s Nonrecourse Liabilities.

1.1.33 Partnership Percents or Percentages: The percentages of the Partners as follows:

General Partner 1%

Limited Partner 99%

1.1.34 Partnership Term: The period of duration of the Partnership, as set forth in Section 2.5.

1.1.35 Person: Any individual, partnership, corporation, trust or other legal entity.

1.1.36 Regulations: The Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

1.1.37 Tax Matters Partner: The General Partner.

1.1.38 Transfer: Any sale, assignment, transfer, lease or other disposal of property, including without limitation, an interest in the Partnership.

1.2 References. Unless otherwise specified herein, references in this Agreement to “Section,” “Subsection,” “Article,” or “Exhibit” refer to the sections, subsections, articles, or exhibits in this Agreement.

ARTICLE 2

FORMATION, NAME, PURPOSE, REGISTERED OFFICE,

REGISTERED AGENT AND TERM

2.1 Formation of the Limited Partnership. The General Partner and the Limited Partner hereby form the Partnership as a limited partnership pursuant to and in accordance with the provisions of the Act.

2.2 Partnership Name. The business of the Partnership will be conducted under the name Star 2000 LP or such other name or names as the General Partner may determine.

2.3 Purpose. The purpose of the Partnership is to (i) engage in the engineering, development, operation and commercialization of materials management processes encompassing, among other things, the recycling, reuse, recovery, processing and sale of automobile, industrial, commercial, construction, demolition, agricultural and municipal solid wastes; (ii) own, manage, operate, mortgage, sell and otherwise deal with the assets of the Partnership; and, (iii) engage in such other activities as the General Partner shall deem appropriate, to the extent such activities may be carried on under applicable law and are not prohibited by the terms and provisions of this Agreement.

- 7 -

2.4 Principal and Registered Office. The principal office of the Partnership is at 300 Ward Road, Midlothian, Texas 76065. The General Partner has a business office at the Partnership’s principal office. The registered office of the Partnership is at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 and The Corporation Trust Center is the registered agent of the Partnership. The General Partner way change the principal or registered office or registered agent of the Partnership from time to time. The General Partner may establish, maintain and abandon one or more additional places of business for the Partnership.

2.5 Term of the Partnership. The term of the Partnership shall commence upon the filing and recording of the Partnership Certificate, and shall continue until December 31, 2046, unless earlier terminated pursuant to the terms of this Agreement.

ARTICLE 3

CAPITAL CONTRIBUTIONS; PARTNER LOANS

3.1 Initial Capital Contributions of General Partner. Upon the formation of the Partnership, the General Partner has contributed $10.00 to the Partnership. The General Partner shall not otherwise be required to make additional contributions to the Partnership except as provided in Sections 3.4 and 5.5.

3.2 Initial Capital Contribution of Limited Partner. Upon the formation of the Partnership, the Limited Partner has contributed $990.00 to the Partnership. The Limited Partner shall not be required to make additional contributions to the Partnership except as specified in Sections 3.4 and 5.5.

3.3 Authorization of Partner Loans. Subject to the limitations herein and to other agreements of the Partnership, the General Partner from time to time may cause the Partnership to borrow required amounts from one or more Partners or their Affiliates. Loans made by Partners or Affiliates under this Section 3.3 will not be considered a contribution to the capital of the Partnership, but will constitute indebtedness of the Partnership to the advancing Partner or Affiliate, payable from the first available net cash flow of the Partnership unless otherwise agreed by the lending Partner or Affiliate and, to the extent still unpaid, upon the termination and liquidation of the Partnership. Each loan by a Partner or Affiliate will bear simple interest compounded annually on the unpaid principal balance at the interest rate approved by the General Partner. The Partners will not be personally liable for loans made by Partners or Affiliates under this Section 3.3 or be obligated to make contributions to the capital of the Partnership to repay those loans. Loans Made by Partners or Affiliates under this Section 3.3 will be payable only from the assets of the Partnership.

- 8 -

3.4 Additional Capital Contributions. Upon approval of the General Partner and the Limited Partner, the Partners may make Additional Capital Contributions to the Partnership from time to time as may be required to meet the demands of the business of the Partnership. The Partners shall contribute such Additional Capital Contributions in cash in proportion to the Partners’ Partnership Percentages.

ARTICLE 4

DISTRIBUTIONS AND ALLOCATIONS

4.1 Distribution of Net Cash Flow. Net Cash Flow shall be distributed among the Partners in accordance with their Partnership Percentages at such times and in such amounts as shall be determined by the General Partner.

4.2 Distribution of Net Proceeds of a Capital Transaction. Net Proceeds of a Capital Transaction shall be distributed among the Partners in accordance with their Partnership Percentages at such times and in such total amounts as shall be determined by the General Partner.

4.3 Return of and Interest on Capital Contributions. No Partner is entitled to the return of his Capital Contributions or his Capital Account or to be paid interest in respect of either his Capital Account or any Capital Contribution made by him to the Partnership except as provided in this Agreement.

4.4 Payments. The amount of any distribution or payment to a Partner whether pursuant to Article 4 or Article 9 hereof may be made in cash or in-kind or partially in cash and partially in-kind in the reasonable discretion of the General Partner or the liquidating trustees, as the case maybe, less reasonable reserves established in the reasonable discretion of the General Partner or the liquidating trustees, as the case may be, for known or unknown liabilities of the Partnership.

4.5 In-Kind Distributions. All distributions of assets in-kind shall be made at Book Value as determined pursuant to Section 5.3 and shall be distributed to the Partners in the same manner as a distribution of Net Proceeds of a Capital Transaction would have been made if such assets had been sold. The Net Profit or Net Loss resulting from distribution will be allocated in accordance with Section 4.6.3 or Section 4.6.4, as the case may be.

4.6 Allocations of Net Profit and Net Loss.

4.6.1 Net Profit From Operations.

(a) If any Net Loss has been allocated to the Partners pursuant to Section 4.6.2 or Section 4.6.4, then Net Profit from Operations

- 9 -

shall first be allocated to the Partners, in the same proportions as such Net Loss was allocated, until each Partner’s Capital Account balance equals what it would have been had there been no such allocation of Net Loss.

(b) After any allocation required pursuant to Section 4.6.1(a), Net Profit from Operations shall be allocated among the Partners in accordance with their Partnership Percentages.

4.6.2 Net Loss From Operations.

(a) If any Net Profit has been allocated to the Partners pursuant to Section 4.6.1 or Section 4.6.3, then Net Loss from Operations shall first be allocated to the Partners, in the same proportions as such Net Profit was allocated, until each Partner’s Capital Account balance equals what it would have been had there been no such allocation of Net Profit.

(b) After any allocation required pursuant to Section 4.6.2(a) Net Loss from Operations shall be allocated among the Partners in proportion to their Capital Accounts until such Capital Account balances equal zero.

(c) After any allocation required pursuant to Section 4.6.2(b), Net Loss from Operations shall be allocated to the General Partner.

4.6.3 Net Profit From Capital Transactions.

(a) If any Net Loss has been allocated to the Partners pursuant to Section 4.6.2 or Section 4.6.4, then Net Profit from Capital Transactions shall first be allocated to the Partners, in the same proportions as such Net Loss was allocated, until each Partner’s Capital Account balance equals what it would have been had there been no such allocation of Net Loss.

(b) After any allocation required pursuant to Section 4.6.3(a), Net Profit from Capital Transactions shall be allocated among the Partners in accordance with their Partnership Percentages.

4.6.4 Net Loss From Capital Transactions.

(a) If any Net Profit has been allocated to the Partners pursuant to Section 4.6.1 or Section 4.6.3, then Net Loss from Capital Transactions shall first be allocated to the Partners, in the same proportions as such Net Profit was allocated, until each Partner’s Capital Account balance equals what it would have been had there been no such allocation of Net Profit.

- 10 -

(b) After any allocation required pursuant to Section 4.6.4(a) Net Lost from Capital Transactions shall be allocated among the Partners in proportion to their Capital Accounts until such Capital Account balances equal zero.

(c) After any allocation required pursuant to Section 4.6.4(b), Net Loss from Capital Transactions shall be allocated to the General Partner.

4.7 Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Agreement to the contrary, if in any Fiscal Year or other period there is a net decrease in the amount of the Partnership Minimum Gain, then each Partner shall first be allocated items of Gross Income for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the net decrease in such Minimum Gain during such year (as determined under Regulations Section 1.704-2(g)(2)); provided, however, if there is insufficient Gross Income in a year to make the allocation specified above for all Partners for such year, the Gross Income shall be allocated among the Partners in proportion to the respective amounts they would have been allocated had there been an unlimited amount of Gross Income for such year.

4.8 Minimum Gain Chargeback for Partner Nonrecourse Debt. Notwithstanding any other provision of this Agreement to the contrary other than Section 4.7, if in any year there is a net decrease in the amount of the Partner Nonrecourse Debt Minimum Gain, then each Partner shall first be allocated items of Gross Income for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the net decrease in such Minimum Gain during such year (as determined under Regulations Section 1.704-2(i)(4)); provided, however, if there is insufficient Gross Income in a year to make the allocation specified above for all Partners for such year, the Gross Income shall be allocated among the Partners in proportion to the respective amounts they would have been allocated had there been an unlimited amount of Gross Income for such year.

4.9 Qualified Income Offset. Notwithstanding any other provision of this Agreement to the contrary (except Sections 4.7 and 4.8 which shall be applied first), if in any Fiscal Year or other period a Partner unexpectedly receives an adjustment, allocation or distribution described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), such Partner will be specially allocated items of Gross Income in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Partner as quickly as possible.

4.10 Limit on Loss Allocations. Notwithstanding the provisions of Section 4.6.2, 4.6.4 or any other provision of this Agreement to the contrary, Net Loss (or items thereof) shall not be allocated to a Partner if such allocation would cause or increase such Partner’s Adjusted Capital Account Deficit and shall be reallocated to the other Partners, subject to the limitations of this Section 4.10.

- 11 -

4.11 Net Loss from Partner Nonrecourse Debt. Any Net Loss or deductions attributable to Partner Nonrecourse Debt shall be allocated to the Partner who bears the economic risk of loss with respect to such debt.

4.12 Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal Year or other period shall be allocated among the Partners in accordance with their Partnership Percentages.

4.13 Code Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset under Code Sections 734(b) or 743(b) is required to be taken into account in determining Capital Accounts under Regulations Section 1.704-1(b)(2)(iv)(m), the amount of the adjustment to the Capital Accounts will be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis), and the gain or loss will be, specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted under Regulations Section 1.704-1(b)(2)(iv)(m).

4.14 Reversal of Mandatory Allocations. In the event that any Gross Income or Net Loss is allocated pursuant to Section 4.7 through 4.10, subsequent Gross Income, Net Profit or Net Loss (or items thereof) will first be allocated (subject to Sections 4.7 through 4.10) to the Partners in a manner which will result in each Partner having a Capital Account balance equal to that which would have resulted had the original allocation of Gross Income or Net Loss (or items thereof) pursuant to Sections 4.7 through 4.10 not occurred.

4.15 Compliance with Code. The foregoing provisions of this Agreement relating to the allocation of Net Profit and Net Loss are intended to comply with Regulations under Section 704(b) of the Code and shall be interpreted and applied in a manner consistent with such Regulations.

4.16 Tax Allocations — Code Section 704(c). In accordance with Code Section 704(c) and the related Regulations, income, gain, loss and deduction with respect to any property contributed to the capital of the Partnership, solely for tax purposes, will be allocated among the Partners so as to take account of any variation between the adjusted basis to the Partnership of the property for federal income tax purposes and the initial Book Value of the property. If the Book Value of any Partnership asset is adjusted under Section 1.1.7, subsequent allocations of income, gain, loss and deduction with respect to that asset will take account of any variation between the adjusted basis of the asset for federal income tax purposes and its Book Value in the same manner as under Code Section 704(c) and the related Regulations. Any elections or other decisions relating to allocations under this Section 4.16 will be made in any manner that the General Partner determines reasonably reflects the purpose and intention of this Agreement. Allocations under this Section 4.16 are solely for purposes of federal, state and local taxes and will not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Net Profit, Net Loss or other items or distributions under any provision of this Agreement.

- 12 -

4.17 Allocation on Transfer. If any interest in the Partnership is transferred, or is increased or decreased by reason of the admission of a new Partner or otherwise, during any Fiscal Year, the Partnership shall make an interim closing of its books as of the effective date of such date of transfer or admission and shall allocate Net Income or Net Loss or items thereof based on such interim closing. All transfers of interests or admissions or exclusions of Partners occurring at any time during a month shall be deemed effective as of the opening of business on the first day of the subsequent month.

4.18 Minimum Interest of General Partner. Notwithstanding any indication to the contrary, the General Partner’s interest in each item of Partnership income, gain, loss, deduction and credit shall be not less than 1%, except as otherwise required pursuant to Section 704(b) or Section 704(c) of the Code.

ARTICLE 5

CAPITAL ACCOUNTS

5.1 Capital Accounts. A separate capital account (“Capital Account”) shall be maintained for each Partner. There shall be credited to each Partner’s Capital Account the amount of any cash actually contributed by such Partner to the capital of the Partnership (or deemed contributed pursuant to Regulations Section 1.704-1(b)(2)(iv)(c)), the Book Value of any property contributed by such Partner to the capital of the Partnership (net of any liabilities secured by such property that the Partnership is considered to assume or to take subject to under Code Section 752), such Partner’s share of the Net Profit (and all items in the nature of income or gain that are specially allocated to the Partner under Article 4 hereof) of the Partnership and the amount of any Partnership liabilities that are assumed by the Partner or secured by any Partnership property distributed to the Partner. There, shall be charged against each Partner’s Capital Account the amount of all cash distributed to such Partner by the Partnership (or deemed distributed pursuant to Regulations Section 1.704-1(b)(2)(iv)(c)), the Book Value of any property distributed to such Partner by the Partnership (net of any liability secured by such property that the Partner is considered to assume or take subject to under Code Section 752), such Partner’s share of the Net Loss (and all items in the nature of deduction or loss that are specially allocated to the Partner under Article 4 hereof) of the Partnership and the amount of any liabilities of the Partner assumed by the Partnership or which are secured by any property contributed by the Partner to the Partnership.

5.2 Adjustment for In-Kind Distributions. If the Partnership at any time distributes any of its assets in-kind to any Partner, the Capital Account of each Partner shall be adjusted as contemplated by Section 4.5, as applicable, to account for that

- 13 -

Partner’s allocable share (as determined under Article 4 above) of the Net Profit or Net Loss that would have been realized by the Partnership had it sold the assets distributed for their respective fair market values immediately prior to their distribution.

5.3 Property Revaluation. The Capital Accounts shall be adjusted to reflect a revaluation of Partnership property to its fair market value on the date of adjustment upon the occurrence of any of the following events:

5.3.1 an increase in any new or existing Partner’s Partnership Percentage resulting from the contribution of money or property by such Partner to the Partnership including a conversion of debt into Partnership interests,

5.3.2 any reduction in a Partner’s Partnership Percentage resulting from a distribution to such Partner in consideration of all or part of his Partnership interest, unless such distribution is pro rata to all Partners in accordance with their respective Partnership Percentages, and

5.3.3 whenever else allowed under Regulations Section 1.704-1(b)(2)(iv)(f).

The adjustments to Capital Accounts shall reflect the manner in which the unrealized Net Profit or Net Loss inherent in the property would be allocated if there were a disposition of the Partnership’s property at its fair market value on the date of adjustment.

5.4 Interpretation. It is the intention of the Partners that the Capital Accounts be maintained strictly in accordance with the capital account maintenance requirements of Regulations under Code Section 704(b). The foregoing provisions and the other provisions of this Agreement relating to the maintenance of the Capital Accounts are intended to comply with such Regulations and shall be interpreted and applied in a manner consistent with such Regulations and any amendment of successor provision thereto. The General Partner also shall make any appropriate modifications if unanticipated events might otherwise cause this Agreement not to comply with the Regulations, so long as such changes would not cause a material change in the relative economic benefits of the Partners under this Agreement.

5.5 Obligation to Repay or Restore. If the Limited Partner has received distributions of Net Cash Flow or Net Proceeds of a Capital Transaction, it may be obligated under the Act to repay or restore to the Partnership all or a portion of the amount received if such distributions cause the fair market value of the Partnership’s assets to be less than the Partnership’s liabilities. Subject to the foregoing requirement, the Limited Partner shall not be required to pay to the Partnership or to any other Partner any deficit or negative balance which may exist from time to time in its Capital Account; provided, however, in the event the Limited Partner erroneously receives distributions in excess of his interest in such distributions as specified in Sections 4.1, 4.2 and 4.3 hereof (“Excess Distributions”), then, as between the Partners but not for the benefit of other Persons, such Partner shall be

- 14 -

indebted to the Partnership for such Excess Distributions, and such indebtedness shall be payable on terms or on demand as may be prescribed by the General Partner. The General Partner shall contribute, prior to the dissolution and liquidation of the Partnership, an amount equal to the lesser of (a) an amount which will cause the total Capital Contributions made by the General Partner during the Partnership Term to equal one percent (1%) of the total Capital Contributions made to the Partnership (including the Capital Contribution to be made by the General Partner pursuant to this Section 5.5), or (b) the deficit balance in its Capital Account as of the date of such dissolution and liquidation.

5.6 Tax Elections. The General Partner is authorized, in its reasonable discretion, to make all elections permitted or required of the Partnership under Regulations Section 1.704-1, Code Section 754 and any other provisions of the Code.

ARTICLE 6

OPERATING EXPENSES

6.1 Operating Expenses and Reimbursements. The Partnership shall bear (or reimburse the General Partner for its payment of) all costs and expenses of every kind and description incurred in connection with the organization, operation, liquidation and dissolution of the Partnership including, but not limited to, travel expenses, fees of consultants, accountants, and attorneys, fees and expenses of the preparation of quarterly unaudited financial statements, the annual audit, if any, and tax returns of the Partnership, interest on indebtedness of the Partnership, and fees and expenses incurred in any litigation by or against the Partnership.

ARTICLE 7

ADMISSION OF PARTNERS; ASSIGNMENT OF INTERESTS

7.1 Admission of Additional Partners. No additional partners shall be admitted to the Partnership without the approval of the Partners.

7.2 Assignment or Transfer of Partnership Interests. No Partner shall sell, assign, pledge, mortgage, or otherwise dispose of or Transfer, in whole or in part, its Partnership interest or its share of the Partnership’s capital, assets or property or enter into any agreement, the result of which would be for another Person to become directly or indirectly interested in the Partnership.

- 15 -

ARTICLE 8

MANAGEMENT DUTIES AND RESTRICTIONS

8.1 Powers of General Partner.

8.1.1 General Authority of the General Partner. The business and affairs of the Partnership will be managed exclusively by the General Partner. Except as otherwise expressly provided in this Agreement with respect to matters requiring the approval of the Limited Partner, all determinations relating to the business and affairs of the Partnership will be made by the General Partner in its sole discretion and will not give rise to any right or claim by any Partner or the Partnership unless made in violation of an express provision of this Agreement. Except as otherwise provided herein, the General Partner will have complete authority to take, in its own name or in the name of the Partnership, any action that the General Partner determines to be appropriate under this Agreement or for the conduct of the business of the Partnership, including without limitation the actions specified in Section 8.1.2. All decisions and actions taken by the General Partner under the authority of this Section 8.1 will be binding upon all of the Partners and the Partnership.

8.1.2 Specific Authority of General Partner. Except as otherwise expressly set forth in this Agreement, the General Partner shall have all rights and powers of a general partner under the Act. Subject to the limitations contained in Section 8.1.3, the authority of the General Partner to manage the business and affairs of the Partnership will include complete authority.

(a) To acquire, dispose of, lease or exchange assets of the Partnership;

(b) To borrow money or otherwise create or assume indebtedness for the Partnership;

(c) To create an Encumbrance on all or any part of the Partnership’s assets in order to secure loans or advances to or assumed by the Partnership or any Person in which the Partnership has a direct or indirect interest, or any obligation of the Partnership or any Person in which the Partnership has a direct or indirect interest, or for any other Partnership purpose;

(d) To execute and deliver for the Partnership agreements and other instruments (including, without limitation, instruments creating an Encumbrance on Partnership assets) for any purpose authorized by clause (c), including without limitation agreements and instruments in connection with loans or the Transfer of assets of the Partnership;

(e) To collect all income of the Partnership and to satisfy all obligations of the Partnership, including without limitation expenses of the General Partner relating to the Partnership described in Article 6 and Section 8.4 and the indemnification obligations arising under Section 11.11;

- 16 -

(f) To prepare or cause to be prepared and file all tax returns for the Partnership (but not the tax returns or other reports of the Partners);

(g) To make all tax elections for the Partnership, including without limitation any special basis adjustments under Section 754 of the Code, provided that the Partner requesting any Section 754 election must agree to reimburse the Partnership for any costs incurred by the Partnership in making the election or in maintaining or preparing any additional records or reports in connection with the election;

(h) To prosecute, defend and settle legal, arbitration or administrative proceedings on behalf of or against the Partnership;

(i) To manage and maintain the assets of the Partnership or any Person in which the Partnership has a direct or indirect interest;

(j) To establish separate bank accounts far the deposit of monies received on behalf of the Partnership and to disburse all funds on deposit on behalf of the Partnership in amounts and at times as required in connection with the business of the Partnership;

(k) To procure and maintain insurance against risks and in amounts determined to be appropriate by the General Partner, including without limitation insurance under which the General Partner and its partners, agents and affiliates are insureds;

(l) To advance funds of the Partnership to any Person in which the Partnership has a direct or indirect interest;

(m) To do or cause to be done any other act which the General Partner considers to be appropriate to carry out any of its powers or in furtherance of the purposes or character of the Partnership;

(n) To establish such reserves from Partnership funds as the General Partner, in its sole discretion, may deem necessary or advisable for Partnership operations and for the payment of Partnership obligations;

(o) To exercise all rights, powers, privileges and other incidents of ownership or possession with respect to any Partnership assets, including, without limitation, voting equity or debt securities held by the Partnership;

(p) To consult with legal counsel, independent public accountants, real estate brokers and other consultants selected by the General Partner on behalf of the Partnership;

- 17 -

(q) To take all action which may be necessary or appropriate for the continuation of the Partnership’s valid existence as a limited partnership under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the limited Partner or to enable the Partnership to conduct the business in which it is engaged;

(r) To resolve, in its sole discretion, any ambiguity regarding the application of any provision of this Agreement in the manner it deems equitable, practicable and consistent with this Agreement and applicable law; and,

(s) To do such other acts as the General Partner may deem necessary or advisable, or as may be incidental to or necessary for the conduct of the business of the Partnership.

8.1.3 Actions Requiring, Limited Partner Approval. Notwithstanding Section 8.1.2, the General Partner may not, without the written consent of the Limited Partner take or commit to take any of the following actions:

(a) Transfer all or substantially all of the Partnership’s assets, whether in one transaction or a series of related transactions;

(b) Effect the reorganization, merger or consolidation of the Partnership with any other entity.

(c) Any act in contravention of this Agreement;

(d) Any act which would make it impossible to carry on the ordinary business of the Partnership, other than a Transfer of all or substantially all of the assets of the Partnership authorized under Section 8.1.3(a) or a reorganization, merger or consolidation authorized under Sections 8.1.3(b);

(e) Confess a judgment against the Partnership except in connection with the settlement of an action or proceeding; or,

(f) Incur any debt, on behalf of the Partnership or otherwise, for which the Limited Partner shall be directly or personally liable to any extent.

8.2 Authority as to Third Persons. Notwithstanding Section 8.1.3, the signed statement of the General Partner reciting that it has the authority or necessary approval of the Limited Partner for any action, as to any third Person, will be conclusive evidence of the authority of the General Partner to take that action and of compliance with Section 8.1.3, if applicable. The Limited Partner will promptly execute instruments determined by the General Partner to be appropriate to evidence the authority of the General Partner to consummate any transaction permitted by this Agreement.

- 18 -

8.3 Compensation and Expenses of the General Partner. The General Partner will not receive any compensation from the Partnership for serving as General Partner, but all expenses incurred by the General Partner in connection with its service as General Partner (including without limitation charges for legal, accounting, data processing, administrative, executive, tax and other services rendered) will be paid or promptly reimbursed by the Partnership. Nothing contained in this Section 8 is intended to affect the distributions to the General Partner or the amounts that may be payable to the General Partner by reason of its interest in the Partnership.

8.4 Covenants of the General Partner. The General Partner shall devote such time, effort, and attention as may be reasonably necessary, advisable, or appropriate to manage and direct the operations, business and affairs of the Partnership.

8.5 Limitations on Authority. The authority of the General Partner over the conduct of the operations, business, and affairs of the Partnership shall be subject only to the Act and such further limitations as are expressly stated in this Agreement.

8.6 No Withdrawal From Partnership. Except as contemplated by this Agreement, no Partner may withdraw from the Partnership at any time.

ARTICLE 9

DISSOLUTION OF THE PARTNERSHIP

9.1 Dissolution. The Partnership shall be dissolved upon the happening of any of the following events:

9.1.1 the expiration of the Partnership Term;

9.1.2 with the prior consent of the General Partner and the Limited Partner;

9.1.3 the Bankruptcy or dissolution of the General Partner;

9.1.4 the sale or distribution of all or substantially all of the assets of the Partnership;

9.1.5 A Partner sells, assigns, Transfers, pledges or otherwise disposes of or encumbers, directly or indirectly, all or any part of its interest, except as permitted in this Agreement, or allows such sale, assignment, transfer, pledge, disposition or encumbrance to occur.

9.1.6 the occurrence of any other event causing the dissolution of a limited partnership under the laws of the State of Delaware.

- 19 -

9.2 Continuation. Upon the Bankruptcy, dissolution or removal of the General Partner, the business of the Partnership will be continued if within 90 calendar days the Limited Partner elects by written action to continue the business of the Partnership and designate one or more Persons to be a General Partner of the Partnership. If the business of the Partnership is continued, the interest of the General Partner will be converted to that of a limited partner. If the Limited Partner fails to continue the Partnership’s business as provided in this Section 9.2, the Partnership will be liquidated under Section 9.4.

9.3 Events Affecting a Limited Partner. The Bankruptcy, liquidation, dissolution, reorganization, merger, sale of substantially all the stock or assets of, or other change in the ownership or nature of the Limited Partner shall not dissolve the Partnership.

9.4 Liquidation Procedures.

9.4.1 Upon dissolution of the Partnership the General Partner or, if there is no General Partner, such Person or Persons as the Limited Partner shall designate as liquidating trustees shall commence immediately to wind up the affairs of the Partnership. The General Partner or such liquidating trustees shall use their best judgment as to when to dispose of the Partnership’s assets or to make distributions in-kind in order to maximize the return to the Partners from such assets.

9.4.2 The assets of the Partnership remaining after payment of the costs and expenses of winding up shall be applied in the following priority:

(a) To payment of the costs and expenses of the winding up, liquidation and termination of the Partnership;

(b) to the creditors of the Partnership, other than Partners, all amounts due them from the Partnership in the order of priority established by law;

(c) to the Partners, all amounts due them in repayment of any loans to the Partnership pursuant to Section 3.3;

(d) To the establishment of any reserves deemed appropriate by the General Partner or liquidating trustees for any liabilities or obligations of the Partnership, which reserves will be held for the purpose of paying liabilities or obligations and, at the expiration of a period the General Partner or liquidating trustees deems appropriate, will be distributed in the manner provided in Section 9.4.2(e); and,

(e) To the payment to the Partners of the positive balances in their respective Capital Accounts, pro rata, in proportion to the positive balances in those Capital Accounts after giving effect to all

- 20 -

allocations and distributions under Article 4 for all prior periods, including the period during which the process of liquidation occurs.

If the General Partner or the liquidating trustees, in their sole discretion, deem it not feasible or desirable to liquidate to each Partner its allocable share of each asset to be distributed in-kind, the General Partner or the liquidating trustees may allocate and distribute specific assets to one or more Partners as the General Partner or the liquidating trustees shall reasonably determine to be fair and equitable, taking into consideration, among other things, the value of the assets, the indebtedness secured by the assets and the tax consequences of the proposed distribution upon each of the Partners. Any distributions in-kind shall be subject to such conditions relating to the disposition and management thereof as the General Partner or the liquidating trustees deem reasonable and equitable.

9.5 Termination. The Partnership shall terminate when all property owned by the Partnership has been disposed of, and any proceeds from the sale or other disposition of all of the Partnership property, after payment of or provision for all liabilities to creditors of the Partnership, has been distributed to the Partners.

9.6 No Petition for Dissolution. The Partners agree that irreparable damage would be done to the goodwill and reputation of the Partnership if any Partner should bring an action in any court to dissolve the Partnership and to have a liquidator or receiver for the Partnership appointed. Care has been taken in this Agreement to provide what the parties feel is fair and just payment in liquidation of the interest of all Partners. Accordingly, each Partner hereby waives and renounces its right to file or pursue any such petition for dissolution of the Partnership or the partition of any Partnership property, or to seek the appointment by any court of a liquidator or receiver for the Partnership.

9.7 Compliance with Timing Requirements of Treasury Regulations. Notwithstanding anything in this Article 9 to the contrary, in the event the Partnership is “liquidated” within the meaning of Regulations Section 1.704l(b)(2)(ii)(g), distributions will be made to the Partners who have positive Capital Account balances pursuant to Section 9.4 in a manner that complies with Regulations Section 1.704-1(b)(2)(ii)(b)(2). However, a liquidation occurring as a result of a Partnership termination, as defined in Section 708(b)(1)(B) of the Code, will not require an actual distribution of Partnership assets, but will instead be treated as a constructive liquidation and reformation in the manner described in Regulations Section 1.708-1(b)(1)(iv).

ARTICLE 10

FINANCIAL ACCOUNTING AND REPORTS

10.1 Financial and Tax Accounting and Reports. The tax returns of the Partnership shall be filed on an accrual basis. The General Partner shall cause the

- 21 -

Partnership’s tax returns to be prepared and a Schedule K-1 or any successor form to be prepared and delivered in a timely manner to each of the Partners. In the event of an income tax audit of the Partnership or any judicial or administrative proceeding in connection with the income tax returns of the Partnership, the Tax Matters Partner shall be authorized to act for and, to the extent provided by the Code, its decision shall be binding upon the Partnership and the Partners. The books and records of the Partnership shall be kept in accordance with generally accepted accounting principles.

10.2 Valuation. The valuation of the assets of the Partnership for the purpose of valuing distributions in-kind made pursuant to Section 4.5 or Section 9.4 of this Agreement and for any other purpose shall be the fair market value as determined by the General Partner in good faith, and such determination will be binding on the Partners.

10.3 Supervision; Inspection of Books. Proper and complete books of account of the business of the Partnership shall be kept under the supervision of the General Partner at the principal place of business of the Partnership. Such books shall be open to inspection by the Limited Partner, or its accredited representatives, at any reasonable time during normal business hours.

10.4 Quarterly Reports. The General Partner shall transmit to the Limited Partner within thirty (30) days after the close of each quarter, or as soon as practicable thereafter, summary financial information of the Partnership prepared in accordance with the accrual method of accounting from its books without audit and subject to year-end adjustments.

10.5 Annual Report; Financial Statements. The General Partner shall transmit to the Limited Partners within one hundred twenty (120) days after the close of each Fiscal Year, or as soon as practicable thereafter, financial statements of the Partnership prepared in accordance with the accrual method of accounting, including an income statement for the year then ended, a balance sheet as of the end of such year, and a statement of changes in the Partners’ Capital Accounts. If the General Partner, in its sole discretion, determines that audited financial reports are appropriate, then the financial statements shall be audited by an independent public accounting firm selected by the General Partner.

10.6 Consent in Lieu of Meeting. Any action which may be taken by the Partners at a meeting may be effected through the execution of written consents by the requisite Partnership Percentage of the Partners.

10.7 Withholding. Notwithstanding any provision in this Agreement to the contrary, the General Partner may withhold from any distribution or amount due to the Limited Partner any amounts required to be withheld pursuant to any applicable federal, state, or local tax requirements, with such withheld amount treated as if it was distributed to the Limited Partner. The determination of the General Partner as to the necessity of such withholding shall be binding upon the limited Partner.

- 22 -

ARTICLE 11

OTHER PROVISIONS

11.1 Execution and Filing of Documents. The General Partner and the Limited Partner (or the General Partner as the limited Partner’s attorney-in-fact) shall execute and file such certificates and other documents as may be required by the Act and other applicable laws. The General Partner shall cause the Partnership to be qualified, formed, reformed or registered under the limited partnership laws, assumed or fictitious name statutes or similar laws in any jurisdiction in which the Partnership owns property or transacts business if such qualification, formation, reformation or registration is necessary in order to protect the limited liability of the Limited Partner or to permit the Partnership lawfully to own property or transact business as a limited partnership. The General Partner shall execute, file and publish all such certificates, notices, statements or other instruments appropriate to conduct the business of the Partnership and to maintain the limited liability of the Limited Partner.

11.2 Other Instruments and Acts. The Partners agree to execute any other instruments or perform any other acts that are or may be necessary to effectuate and carry on the Partnership created by this Agreement.

11.3 Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the permitted transferees, successors, assigns, and legal representatives of the Partners.

11.4 Governing Law. This Agreement shall be governed by and construed under the laws of the State of Delaware, without giving effect to the principles of conflict of laws.

11.5 Notices. Any notice or other communication that one Partner desires to give to another Partner or the Partnership or that the Partnership desires to give to a Partner shall be in writing, and shall be deemed effectively given upon (i) personal delivery, (ii) transmission by facsimile or (iii) the third business day following deposit in any United States mail box, by registered or certified mail, postage prepaid, addressed, in the case of a Partner, to the Partner at the address shown on the books and records of the Partnership or at such other address as a Partner may designate by fifteen (15) days’ advance notice to the other Partners and, in the case of the Partnership, to its principal office designated in Section 2.4.

11.6 Power of Attorney. The limited Partner appoints the General Partner its attorney-in-fact, with full power of substitution and re-substitution, to execute in the Partner’s name and deliver:

(a) A Partnership Certificate and any amendments to the Partnership Certificate that the General Partner deems appropriate;

- 23 -

(b) Any instrument that the General Partner deems appropriate in order to qualify the Partnership to do business in any jurisdiction and any other instrument relating to the qualification or registration of the Partnership or the use of an assumed or fictitious name that the General Partner deems appropriate;

(c) All certificates and other instruments that may be appropriate to effect the dissolution and termination of the Partnership under Article 9;

(d) All reports, forms and schedules that the General Partner determines appropriate to file with any governmental body in connection with any Partnership activity;

(e) Any amendment to this Agreement appropriate to reflect the Transfer of a Partnership interest permitted by this Agreement, or the admission to, or withdrawal from, the Partnership of a Partner permitted by this Agreement, the conversion of a General Partner interest into a Limited Partner interest as provided in this Agreement or any Capital Contribution permitted by this Agreement; and,

(f) Any amendment to this Agreement authorized under Section 11.7.

The power of attorney granted under this Section 11.6 is coupled with an interest and is irrevocable and will survive the death, dissolution, bankruptcy and withdrawal from the Partnership of any Partner or the Transfer of its Partnership interest.

11.7 Amendment.

11.7.1 Except for such amendments as result from the operation of the various provisions of this Agreement, this Agreement may be amended only with the written consent of the Limited Partner and the General Partner.

11.7.2 The General Partner, acting alone, may make ministerial changes in the Partnership Agreement for the purpose of correcting errors and inconsistencies and to comply with federal, state and local rules, regulations and laws, provided that the liability of the Limited Partner for Partnership debts shall not be increased by such amendment nor shall the right of the limited Partner to Partnership allocations or distributions be adversely affected thereby.

11.8 Entire Agreement. This Agreement shall constitute the entire agreement of the Partners and supersede all prior agreements between the Partners with respect to the Partnership.

- 24 -

11.9 Titles; Subtitles. The titles and subtitles used in this Agreement are used for convenience only and shall not be considered in the interpretation of this Agreement.

11.10 Exculpation. Neither the General Partner, nor any of its officers, directors, employees, agents, or Affiliates, shall be liable to the Limited Partner or the Partnership for any action taken or failure to act on behalf of the Partnership within the scope of authority conferred on the General Partner by this Agreement, or by law, or done in reliance in good faith on the opinion of legal counsel, except in the case of (i) its willful breach of a material provision of the Act or this Agreement; (ii) the breach of its fiduciary responsibilities to the Partnership or the Limited Partner; or, (iii) its gross negligence in connection with the business and affairs of the Partnership.

11.11 Indemnification of the General Partner. The Partnership, to the extent of its assets legally available for that purpose, will indemnify and hold harmless the General Partner and any partner, shareholder, director, officer, agent, affiliate and professional or other advisor of the General Partner (collectively, the “Indemnified Persons”), from and against any and all loss, damage, expense (including without limitation reasonable fees and expenses of attorneys and other advisors and any court costs incurred by any Indemnified Person) or liability by reason of anything any Indemnified Person does or refrains from doing for, or in connection with the business or affairs of the Partnership, except to the extent that the loss, damage, expense or liability results from (a) the Indemnified Person’s gross negligence, willful misconduct or knowing violation of law, or (b) the Indemnified Person’s breach of any fiduciary responsibilities to the Partnership or the Limited Partner. These indemnification rights are in addition to any rights the Indemnified Persons may have against third parties.

Notwithstanding anything in this Agreement to the contrary, no Partner shall be obligated to contribute any amount to the Partnership in order to satisfy the Partnership’s indemnification obligations under this Section 11.11, such obligations being limited at all times to the assets of the Partnership.

11.12 Limitation of Liability of the Limited Partners. No Limited Partner shall be bound by, or be personally liable for, the expenses, liabilities, or obligations of the Partnership in excess of its Capital Contributions to the Partnership plus such additional amounts determined pursuant to Section 5.5.

11.13 Ambiguities. The General Partner shall have full power and authority to resolve questions of interpretation and construction arising under this Agreement, and its resolution of such ambiguities or questions shall be final and binding on the Partnership and all of its Partners and their permitted transferees, successors, assigns and legal representatives.

-25-

11.14 No Right to Partition. Each Partner hereby irrevocably waives any and all rights that it may have to maintain or institute an action for partition of the Partnership assets.

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

GENERAL PARTNER:
CHAPARRAL STEEL TEXAS, INC.
By:	/s/ Larry L. Clark
Its:
LIMITED PARTNER:
CHAPARRAL STEEL TRUST
By:	/s/ Larry L. Clark
Its:

- 26 -

EX-3.29

Exhibit 3.29

AMENDMENT NO. 1

TO

AGREEMENT OF LIMITED PARTNERSHIP

OF

TXI STAR RECYCLING LP

(Previously named Star 2000 LP)

THIS AMENDMENT NO. 1 TO AGREEMENT OF PARTNERSHIP OF TXI STAR RECYCLING LP (the “Amendment”), effective the 5th day of July, 2005 by and between CHAPARRAL STEEL TEXAS, LLC, a Delaware limited liability company (the “General Partner”) and CHAPARRAL STEEL TRUST, a Delaware business trust (the “Limited Partner”).

RECITALS:

WHEREAS, the General Partner and the Limited Partner entered into that certain Agreement of Limited Partnership of TXI STAR 2000 LP (now known as TXI STAR RECYCLING LP) dated October 15, 1996, (together with all amendments, additions and modifications thereto, the “Partnership Agreement”), whereby the General Partner and the Limited Partner agreed to form and operate a Delaware limited partnership named TXI STAR 2000 (now known as TXI STAR RECYCLING LP) (the “Partnership”) in accordance with the terms set forth in the Partnership Agreement; and

WHEREAS, the General Partner and the Limited Partner desire to amend certain provisions of the aforementioned Partnership Agreement regarding the operation of the Partnership and their interests in the Partnership.

WITNESSETH:

NOW THEREFORE, premises considered and in consideration of the mutual promises and covenants of the parties hereto, the sufficiency of which is hereby mutually acknowledged, the parties agree as follows:

1. Capitalized terms. Unless otherwise defined in this Amendment, capitalized terms herein shall have the meaning set forth in the Partnership Agreement.

2. Section 7.2.1 of the Partnership Agreement is hereby amended and Section 7.2.3 is hereby added to permit a Partner to sell, transfer, pledge or encumber all or a portion of its Partnership Interest for the purpose of obtaining or maintaining credit or other financing for the benefit, in whole or in part, of the Partnership.

Therefore, Sections 7.2.1 and 7.2.3 of said Partnership Agreement, as amended or added, shall provide, in their entirety as follows:

“7.2.1 Except as set forth in Section 7.2.2 or 7.2.3, no Partner shall sell, assign, pledge, mortgage, or otherwise dispose of or Transfer, in whole or in part, its Partnership interest or its share of the Partnership’s capital, assets or property or enter into any agreement, the result of which would be for

-1-

another Person to become directly or indirectly interested in the Partnership.”

7.2.2 [Remains Unchanged].

“7.2.3 Upon the written consent of all Partners, any Partner may sell, assign, pledge, mortgage, or otherwise dispose of or Transfer, in whole or in part, its Partnership Interest or its share in the Partnership’s capital, assets or property.”

3. Except as amended hereby, all terms and conditions of the Partnership Agreement shall remain the same, unchanged and in effect.

IN WITNESS WHEREOF, this Amendment No. 1 to Agreement of Partnership of TXI STAR RECYCLING LP is executed effective the 5th day of July, 2005.

GENERAL PARTNER
	CHAPARRAL STEEL TEXAS, INC.
	By:	/s/ Kenneth R. Allen
		Kenneth R. Allen
		Vice President and Treasurer
LIMITED PARTNER
	CHAPARRAL STEEL TRUST
	By:	/s/ Richard M. Fowler
		Richard M. Fowler
		Managing Trustee

-2-

EX-4.6

Exhibit 4.6

[Face of Note]

[INSERT APPROPRIATE LEGENDS]

CUSIP [                    ]

**$                    **

CHAPARRAL STEEL COMPANY

10% Senior Exchange Notes due 2013

Issue Date:

Chaparral Steel Company, a Delaware corporation (the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to CEDE & CO., or its registered assigns, the principal sum of [Amount of Note] ($            ) on July 15, 2013.

Interest Payment Dates: January 15 and July 15, commencing January 15, 2006.

Record Dates: January 1 and July 1.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

[ATTACH NOTATION OF GUARANTEE FOR EACH GUARANTOR]

IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officers.

CHAPARRAL STEEL COMPANY

By:

Name:

Title:

By:

Name:

Title:

(Trustee’s Certificate of Authentication)

This is one of the 10% Senior Exchange Notes due 2013 described in the within-mentioned Indenture.

Dated:

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
By:
	Authorized Signatory

[Reverse Side of Note]

CHAPARRAL STEEL COMPANY

10% Senior Exchange Notes due 2013

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. Interest. The Company promises to pay interest on the principal amount of this Note at 10% per annum from the date hereof until maturity and shall pay the Liquidated Damages, if any, payable pursuant to Section 5 of the Registration Rights Agreement referred to below. The Company shall pay interest and Liquidated Damages, if any, semi-annually in arrears on January 15 and July 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of original issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be January 15, 2006. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Liquidated Damages (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.

2. Method of Payment. The Company shall pay interest on the Notes (except defaulted interest) and Liquidated Damages, if any, to the Persons who are registered Holders of Notes at the close of business on the record date immediately preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.13 of the Indenture with respect to defaulted interest. The Notes shall be payable as to principal, premium and Liquidated Damages, if any, and interest at the office or agency of the Company maintained for such purpose in The City of New York, or, at the option of the Company, payment of interest and Liquidated Damages, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders, and provided that payment by wire transfer of immediately available funds shall be required with respect to principal of and interest, premium and Liquidated Damages, if any, on, all Global Notes and to any Holder of $1.0 million or more of Notes which shall have provided wire transfer instructions to the Company or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

3. Paying Agent and Registrar. Initially, the Trustee under the Indenture shall act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

4. Indenture. The Company issued the Notes under an Indenture dated as of July 6, 2005 (“Indenture”) among the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended. The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Indenture pursuant to which this Note is issued provides that an unlimited aggregate principal amount of Additional Notes may be issued thereunder.

5. Optional Redemption. Except as otherwise set forth in this paragraph, the Company shall not have the option to redeem any Notes prior to July 15, 2009. Thereafter, the Company shall have the option to redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the applicable redemption date, if redeemed during the twelve-month period

beginning on July 15, of the years indicated below (subject to the right of Holders on the relevant record date to receive interest due on the related interest payment date):

Year	Percentage
2009	105.000	%
2010	102.500	%
2011 and thereafter	100.000	%

Notwithstanding the foregoing, at any time prior to July 15, 2008, the Company may redeem up to 35% of the aggregate principal amount of Notes originally issued under the Indenture (including any Additional Notes) at a redemption price of 110.000% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company; provided that (A) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption, excluding Notes held by the Company and its Subsidiaries; and (B) the redemption must occur within 90 days of the date of the closing of such Equity Offering.

In addition, at any time prior to July 15, 2009, the Company may redeem all or part of the Notes upon not less than 30 days nor more than 60 days’ notice at a redemption price equal to the sum of (i) the principal amount thereof, plus (ii) accrued and unpaid interest, if any, to the applicable date of redemption, plus (iii) the Make-Whole Premium.

6. Repurchase at Option of Holder. (a) If a Change of Control occurs, each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that Holder’s Notes pursuant to an offer by the Company (a “Change of Control Offer”). In the Change of Control Offer, the Company shall offer payment (a “Change of Control Payment”) in cash of 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the date of repurchase (the “Change of Control Payment Date”, which date shall be no earlier than the date of such Change of Control). Within 30 days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice.

(b) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds at its option: (i) to repay Indebtedness under the Credit Facilities or Unsubordinated Indebtedness secured by such assets and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; or (ii) to purchase Replacement Assets (or enter into a binding agreement to purchase such Replacement Assets; provided that (x) such purchase is consummated within 90 days after the date of such binding agreement and (y) if such purchase is not consummated within the period set forth in subclause (x), the Net Proceeds not so applied will be deemed to be Excess Proceeds (as defined below)). Pending the final applications of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the next preceding sentence will constitute “Excess Proceeds.” Within ten days after the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall make an offer (an “Asset Sale Offer”) to all Holders of Notes and all holders of other Unsubordinated Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase with the proceeds of sales of assets, to purchase the maximum principal amount of Notes and such other Unsubordinated Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer shall be equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase and shall be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other Unsubordinated Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, Notes and such other Unsubordinated Indebtedness to be purchased shall be selected on a pro rata basis based on the principal amount of Notes and such other Unsubordinated Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

7. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company is not required to transfer or exchange any Note selected for redemption. Also, the Company is not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed. Transfer may be restricted as provided in the Indenture.

8. Persons Deemed Owners. The registered Holder of a Note will be treated as its owner for all purposes.

9. Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented to, among other things, cure any ambiguity, defect or inconsistency, or to make any change that does not adversely affect the legal rights under the Indenture of any such Holder.

10. Defaults and Remedies. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company or any Significant Subsidiary of the Company (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary), all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately by notice in writing to the Company specifying the Event of Default. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, interest or Liquidated Damages) if it determines that withholding notice is in their interest. Holders of a majority in principal amount of the then outstanding Notes, by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind and annul a declaration of acceleration pursuant to Section 6.02 of the Indenture, and its consequences, and waive any related existing Default or Event of Default if certain conditions are satisfied.

With respect to periods after July 15, 2009, in the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07(a) of the Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. With respect to periods prior to July 15, 2009, if an Event of Default occurs during any time that the Notes are outstanding, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes, then the premium specified in Section 3.07(c) of the Indenture that would have been payable upon redemption at the time the Event of Default occurs shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

11. Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

12. No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, shall have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

13. Authentication. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

14. Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes. In addition to the rights provided to Holders under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have all then applicable rights set forth in the Registration Rights Agreement dated as of July 6, 2005, between the Company, the Guarantors and the parties named on the signature pages thereof or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes shall have the rights set forth in one or more registration rights agreements, if any, between the Company, the Guarantors and the other parties thereto, relating to rights given by the Company and the Guarantors to the purchasers of Additional Notes (the “Registration Rights Agreement”).

15. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

16. Guarantee. The Company’s obligations under the Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors.

17. Copies of Documents. The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to:

Chaparral Steel Company

300 Ward Road

Midlothian, TX 76065

Facsimile: 972-779-1944

Attention: General Counsel

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:                                                                                                                                                  

(Insert assignee’s legal name)                            

____________________________________________________________________________________________________________

(Insert assignee’s social security or tax identification number)                                                                             

____________________________________________________________________________________________________________

____________________________________________________________________________________________________________

____________________________________________________________________________________________________________

____________________________________________________________________________________________________________

(Print or type assignee’s name, address and zip code)                                                                             

and irrevocably appoint                                                                                                                                                                                      to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date:                     

Your Signature:

(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

OPTION OF HOLDER TO ELECT PURCHASE

If you elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box below:

¨  Section 4.10            ¨  Section 4.14

If you elect to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased:

$                    

Date:                     

	Your Signature:
(Sign exactly as your name appears on the face of this Note)
	Tax Identification No.:

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange Amount of Decrease in Principal Amount at
Maturity of this Global Note Amount of Increase in Principal Amount at
Maturity of this Global Note Principal Amount at
Maturity of this Global Note following such Decrease (or Increase) Signature of Authorized Officer of Trustee or Note Custodian

EX-5.1

Exhibit 5.1

[Fulbright & Jaworski L.L.P. Letterhead]

September 13, 2005

Chaparral Steel Company

300 Ward Road

Midlothian, Texas 76065

Ladies and Gentlemen:

We have acted as counsel for Chaparral Steel Company, a Delaware corporation (the “Company”), and the subsidiaries listed on Schedule I hereto (collectively, the “Guarantors”) in connection with the exchange by the Company of $300,000,000 principal amount of the Company’s 10% Senior Notes due 2013 (the “Exchange Notes”) for an equivalent principal amount of outstanding 10% Senior Notes due 2013 (the “Outstanding Notes”) issued in an offering exempt from registration pursuant to Rule 144A under the Securities Act of 1933 (the “Act”). The terms of the offer to exchange the Exchange Notes for the Outstanding Notes (the “Exchange Offer”) are described in the registration statement on Form S-4 filed by the Company and the Guarantors (the “Registration Statement”) with the Securities and Exchange Commission for the registration of the Exchange Offer under the Act.

In connection with this opinion, we have examined originals or copies certified or otherwise identified to our satisfaction of the Indenture dated as of July 6, 2005 (the “Indenture”) between the Company and Wells Fargo Bank, National Association, as Trustee (the “Trustee”); the Purchase Agreement dated as of June 29, 2005 between the Initial Purchasers (as defined therein) and the Company; and the Registration Rights Agreement dated as of July 6, 2005 among the Company, the Guarantors and the Initial Purchasers. We have also examined originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and instruments as we have deemed necessary for purposes of this opinion. Additionally, we have examined such certificates of public officials, corporate officers of the Company and the Guarantors and of other persons as we have deemed relevant and appropriate as a basis for this opinion, and we have made no effort to independently verify the facts set forth in such certificates; however, nothing has come to our attention that contradicts any such facts. Further, in making the foregoing examinations, we have assumed the genuineness of all signatures, the legal capacity of each natural person signatory to any of the documents reviewed by us, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies. In making the foregoing examinations, we have assumed that all representations and warranties made in the above-described documents (other than those which are expressed herein as our opinions) were and are true, correct, and complete.

Based upon the foregoing, and subject to the exceptions, qualifications and limitations set forth herein, it is our opinion that:

1. The Indenture constitutes a valid and legally binding instrument enforceable against the Company in accordance with its terms and each Notation of Guarantee signed by a Guarantor constitutes a valid and legally binding agreement enforceable against such Guarantor in accordance with its terms.

2. Upon issuance in accordance with the terms of the Exchange Offer, the Exchange Notes will have been duly authorized, executed, authenticated, issued and delivered and constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture and enforceable against the Company in accordance with their terms.

This opinion is expressly limited by, subject to and based upon the assumptions, exceptions, limitations and qualifications set forth below:

A. In connection with this opinion, we have assumed that the Indenture was duly executed and delivered by the Company and was duly authorized, executed and delivered by the Trustee, that the Exchange Notes were duly executed and delivered by the Company and duly executed, delivered and authenticated by the Trustee pursuant to due authorization by the Trustee, and that each Notation of Guarantee was duly executed and delivered by the Guarantor executing the same. We have further assumed that the Trustee has and had full power and authority to enter into and perform its obligations under the Indenture, and that the Indenture constitutes a valid and legally binding instrument enforceable against the Trustee in accordance with its terms.

B. Our opinions set forth in paragraphs 1 and 2 as to the due authorization and execution of the Indenture, the Exchange Notes and the Notations of Guarantee are governed by the laws of the State of Delaware, and we have based such opinions exclusively upon a reading of the Delaware General Corporation Law without taking into account any legislative, judicial or administrative interpretations thereof. The lawyers in our offices in Dallas, Texas and New York, New York are members of the State Bar of Texas and the New York State Bar, respectively, and, except as set forth in the immediately preceding sentence, we express no opinion with respect to the laws of any jurisdiction other than the internal laws of the States of Texas and New York and the federal laws of the United States of America.

C. Our opinions are subject to the following:

1. The enforceability of the Indenture and the Exchange Notes may be limited or affected by (a) bankruptcy, insolvency, reorganization, moratorium, liquidation, rearrangement, probate, conservatorship, fraudulent transfer, fraudulent conveyance or other similar laws (including court decisions) now or hereafter in effect and affecting the rights and remedies of creditors generally or providing for the relief of debtors, (b) the refusal of a particular court to grant (i) equitable remedies, including without limiting the generality of the foregoing, specific performance and injunctive relief or (ii) a particular remedy sought under such documents as opposed to another remedy provided for therein or another remedy available at law or in equity, (c) general principles of equity (regardless of whether such remedies are sought in a proceeding in equity or at law) and (d) judicial discretion;

2. We express no opinion as to the legality, validity, enforceability or binding effect of provisions relating to indemnities and rights of contribution to the extent prohibited by public policy or which might require indemnification for losses or expenses caused by negligence, gross negligence, willful misconduct, fraud or illegality of an indemnified party;

3. We express no opinion as the legality, validity, enforceability or binding effect of provisions providing for a right of setoff against or waiver or release by the Company or any Guarantors;

4. We express no opinion as to Section 12.07 of the Indenture or Section 12 of the Exchange Notes to the extent that either purports to waive liability for violations of securities laws;

5. With respect to the second sentence of Section 7.07(a) of the Indenture, we express no opinion with respect to the enforceability of such section should limitations on the compensation of trustees be enacted in the future;

6. We express no opinion as to any provision of the Indenture that purports to waive or otherwise affect any right, warranty or defense that cannot be waived or otherwise affected as a matter of law;

7. We express no opinion as to any provision of the Indenture that purports to negate the effect of any course of dealing or any exercise, or failure or delay to exercise, any right, power, privilege or remedy; and

8. We express no opinion as to the effect of the first sentence of the definition of “Net Income” in Section 1.01 of the Indenture.

D. This opinion is given as of the date hereof, and we assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may hereafter come to our attention or any changes in laws which may hereafter occur.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the statements made with respect to us under the caption “Legal Matters” in the Prospectus included as part of the Registration Statement.

Respectfully submitted,

/s/ Fulbright & Jaworski L.L.P.

FULBRIGHT & JAWORSKI L.L.P.

EX-12.1

Exhibit 12.1

CHAPARRAL STEEL COMPANY

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(DOLLAR AMOUNTS IN THOUSANDS)

	Year Ended May 31,
	Pro Forma 2005		2005		2004			2003			2002			2001
Earnings:
Income (loss) from continuing operations before income taxes	$	133,400	$	120,210	$	(8,997	)	$	(100,580	)	$	(20,245	)	$	(74,039	)
Fixed charges		34,681		47,871		50,211			51,867			51,396			50,939
Amortization of capitalized interest		1,703		1,703		1,703			1,703			1,703			1,703
Total earnings (loss)	$	169,784	$	169,784	$	42,917		$	(47,010	)	$	32,854		$	(21,397	)
Fixed charges:
Interest expense	$	32,875	$	47,275	$	49,597		$	51,027		$	50,581		$	49,929
Net amortization of debt discount, premium and issuance expense		1,210		—		—			—			—			—
Interest factor included in rents		596		596		614			840			815			1,010
Total fixed charges	$	34,681	$	47,871	$	50,211		$	51,867		$	51,396		$	50,939
Ratio of earnings to fixed charges		4.90x		3.55x		—			—			—			—
Deficiency of earnings to cover fixed charges	$	—	$	—	$	7,294		$	98,876		$	18,542		$	72,336

EX-23.1

Exhibit 23.1

Consent of Independent Certified Public Accountants

We consent to the reference to our firm under the caption “Independent Accountants” and to the use of our report dated August 10, 2005, in the Registration Statement (Form S-4) and related prospectus of Chaparral Steel Company for the registration of $300 million aggregate principal amount of 10.0% Senior Notes due 2013.

/s/ Ernst & Young LLP

Dallas, Texas

September 7, 2005

EX-23.3

Exhibit 23.3

Consent of Thompson & Knight LLP

[Letterhead of Thompson & Knight LLP]

September 13, 2005

Chaparral Steel Company

300 Ward Road

Midlothian, Texas 76065

Ladies and Gentlemen:

We consent to the references to Thompson & Knight LLP in this Registration Statement on Form S-4 of Chaparral Steel Company.

Sincerely,

/s/ Thompson & Knight LLP

Thompson & Knight LLP

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

A National Banking Association	94-1347393
(Jurisdiction of incorporation or organization if not a U.S. national bank)	(I.R.S. Employer Identification No.)
101 North Phillips Avenue Sioux Falls, South Dakota	57104
(Address of principal executive offices)	(Zip code)

Wells Fargo & Company

Law Department, Trust Section

MAC N9305-175

Sixth Street and Marquette Avenue, 17^th Floor

Minneapolis, Minnesota 55479

(612) 667-4608

(Name, address and telephone number of agent for service)

CHAPARRAL STEEL COMPANY^*

(Exact name of obligor as specified in its charter)

^* See Table 1 – List of additional obligors

Delaware	20-2373478
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

300 Ward Road

Midlothian, Texas 76065

(Address of principal executive offices)

10% Senior Notes due 2013

(Title of the indenture securities)

Table 1

	Guarantor	State of Incorporation	Federal EIN
1.	Chaparral Steel Investments, Inc.	Delaware	75-1424624
2.	Chaparral (Virginia) Inc.	Delaware	52-2072718
3.	American Materials Transport, Inc.	Delaware	20-2841873
4.	Chaparral Steel Holdings, LLC	Delaware	51-0373557
5.	Chaparral Steel Trust	Delaware	51-0373225
6.	Chaparral Steel Texas, LLC	Delaware	75-2634421
7.	Chaparral Steel Midlothian, LP	Delaware	75-2634662
8.	TXI Star Recycling LP	Delaware	75-2676328

Item 1. General Information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Treasury Department

Washington, D.C.

Federal Deposit Insurance Corporation

Washington, D.C.

Federal Reserve Bank of San Francisco

San Francisco, California 94120

(b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee. Not applicable.

Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.	A copy of the Articles of Association of the trustee now in effect.*
Exhibit 2.	A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**

Exhibit 3.	See Exhibit 2
Exhibit 4.	Copy of By-laws of the trustee as now in effect.***
Exhibit 5.	Not applicable.
Exhibit 6.	The consent of the trustee required by Section 321(b) of the Act.
Exhibit 7.	A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.****
Exhibit 8.	Not applicable.
Exhibit 9.	Not applicable.

* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721.

** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721.

*** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25.1 to the Form S-4 dated May 26, 2005 of Penn National Gaming, Inc. file number 333-125274.

**** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25.1 to the Form S-4 dated May 26, 2005 of Penn National Gaming, Inc. file number 333-125274.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Fort Worth and State of Texas on the 13th day of September 2005.

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Melissa A. Scott

Melissa A. Scott

Vice President

EXHIBIT 6

September 13, 2005

Securities and Exchange Commission

Washington, D.C. 20549

Ladies and Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Melissa A. Scott

Melissa A. Scott

Vice President

Consolidated Report of Condition of

Wells Fargo Bank National Association

of 101 North Phillips Avenue, Sioux Falls, SD 57104

And Foreign and Domestic Subsidiaries,

at the close of business June 30, 2005, filed in accordance with 12 U.S.C. §161 for National Banks.

	Dollar Amounts
	In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	$	13,712
Interest-bearing balances		1,968
Securities:
Held-to-maturity securities		0
Available-for-sale securities		24,158
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		1,518
Securities purchased under agreements to resell		905
Loans and lease financing receivables:
Loans and leases held for sale		32,024
Loans and leases, net of unearned income		249,760
LESS: Allowance for loan and lease losses		2,336
Loans and leases, net of unearned income and allowance		247,424
Trading Assets		6,313
Premises and fixed assets (including capitalized leases)		3,676
Other real estate owned		125
Investments in unconsolidated subsidiaries and associated companies		330
Customers’ liability to this bank on acceptances outstanding		94
Intangible assets
Goodwill		8,613
Other intangible assets		9,109
Other assets		14,151
Total assets	$	364,120
LIABILITIES
Deposits:
In domestic offices	$	255,501
Noninterest-bearing		81,024
Interest-bearing		174,477
In foreign offices, Edge and Agreement subsidiaries, and IBFs		28,344
Noninterest-bearing		3
Interest-bearing		28,341
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		9,370
Securities sold under agreements to repurchase		3,423

	Dollar Amounts
	In Millions
Trading liabilities		4,966
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)		10,763
Bank’s liability on acceptances executed and outstanding		94
Subordinated notes and debentures		7,038
Other liabilities		10,508
Total liabilities	$	330,007
Minority interest in consolidated subsidiaries		64
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		520
Surplus (exclude all surplus related to preferred stock)		24,521
Retained earnings		8,517
Accumulated other comprehensive income		491
Other equity capital components		0
Total equity capital		34,049
Total liabilities, minority interest, and equity capital	$	364,120

I, Karen B. Martin, Vice President of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Karen B. Martin

Vice President

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Howard Atkins
Carrie Tolstedt	Directors
Pat Callahan

EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL

CHAPARRAL STEEL COMPANY

Offer to Exchange its 10% Senior Notes due 2013

that have been registered under the Securities Act of 1933

for any and all of its outstanding

10% Senior Notes due 2013

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT

5:00 P.M., NEW YORK CITY TIME, ON                     , 2005

UNLESS THE OFFER IS EXTENDED

Deliver to Wells Fargo Bank, National Association

(the “Exchange Agent”)

By Hand Delivery: Wells Fargo Bank, National Association Corporate Trust Services 608 2nd Avenue South Northstar East Building – 12th Floor Minneapolis, MN 55402	By Overnight Courier or Regular Mail: Wells Fargo Bank, National Association Corporate Trust Operations MAC N9303-121 Sixth and Marquette Avenue Minneapolis, MN 55479
By Registered or Certified Mail: Wells Fargo Bank, National Association Corporate Trust Operations MAC N9303-121 P.O. Box 1517 Minneapolis, MN 55480-1517	By Facsimile Transmission (for Eligible Institutions Only): Wells Fargo Bank, National Association (612) 667-4927 Confirm: (800) 344-5128 For Information (800) 344-5128

Delivery of this instrument to an address or transmission of instructions to a facsimile number other than those set forth above will not constitute a valid delivery.

The undersigned hereby acknowledges receipt of the Prospectus dated             , 2005 (the “Prospectus”) of Chaparral Steel Company (the “Company”) and this Letter of Transmittal, which together constitute the Company’s offer (the “Exchange Offer”) to exchange each $1,000 principal amount of its 10% Senior Notes due 2013 (the “Exchange Notes”) for each $1,000 principal amount of its outstanding 10% Senior Notes due 2013 (the “Outstanding Notes”). The Exchange Notes have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement of which the Prospectus is a part. The term “Expiration Date” shall mean 5:00 p.m., New York City time, on             , 2005, unless the Company, in its sole discretion, extends the duration of the Exchange Offer. Capitalized terms used but not defined herein have the respective meanings given to them in the Prospectus.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING IT. YOU MUST FOLLOW THE INSTRUCTIONS BEGINNING ON PAGE 9.

1

List below the Outstanding Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate or registration numbers and principal amounts should be listed on a separately signed schedule affixed hereto.

DESCRIPTION OF NOTES TENDERED HEREBY
Name(s) and Address(es) of Registered Holder(s) Exactly as Name(s) Appear(s) on Notes (Please fill in)	Certificate or Registration Numbers*	Aggregate Principal Amount Represented by Outstanding Notes	Principal Amount Tendered**
	Total

* Need not be completed by book-entry holders.

** Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount represented by such Outstanding Notes. All tenders must be in integral multiples of $1,000.

The term “Holder” means any person in whose name Outstanding Notes are registered on the books of the Company or any other person who has obtained a properly completed bond power from a registered holder of Outstanding Notes.

This Letter of Transmittal is to be used if the Holder desires to tender Outstanding Notes (i) by delivery of certificates representing such Outstanding Notes or by book-entry transfer to an account maintained by the Exchange Agent at The Depository Trust Company (“DTC”), according to the procedures set forth in the Prospectus under the caption “The Exchange Offer—Procedures for Tendering Outstanding Notes” or (ii) according to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer—Guaranteed Delivery Procedures.” See Instruction 2 of this Letter of Transmittal for a summary of the information provided in the Prospectus.

The Holder must complete, execute and deliver this Letter of Transmittal to indicate the action such Holder desires to take with respect to the Exchange Offer. Holders who wish to tender their Notes must complete this Letter of Transmittal in its entirety.

¨ CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH A BOOK ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution                                                                  

Account Number                                                                                           

Transaction Code Number                                                                          

2

Holders who desire to tender Outstanding Notes for exchange and who cannot comply with the procedures for tender on a timely basis set forth in the Prospectus under the caption “The Exchange Offer—Procedures for Tendering Outstanding Notes” or whose Outstanding Notes are not immediately available must tender their Outstanding Notes according to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer—Guaranteed Delivery Procedures.”

¨ CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s)                                                                                                                           

Date of Execution of Notice of Guaranteed Delivery                                                                                           

Name of Eligible Institution that Guaranteed Delivery                                                                                         

If delivered by book-entry transfer:

Account Number                                                                                                                                            

Transaction Code Number                                                                                                                           

¨ CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OUTSTANDING NOTES ARE TO BE RETURNED BY CREDITING THE BOOK-ENTRY TRANSFER FACILITY ACCOUNT NUMBER SET FORTH ABOVE.

¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name                                                                                                                                

Address                                                                                                                           

3

SIGNATURES MUST BE PROVIDED BELOW

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

I, the undersigned, hereby tender to the Company the principal amount of the Outstanding Notes indicated above. I hereby exchange, assign and transfer to the Company all right, title and interest in and to such Outstanding Notes, including all rights to accrued and unpaid interest thereon as of the Expiration Date. I hereby irrevocably constitute and appoint the Exchange Agent my true and lawful agent and attorney-in-fact with the full power and authority to assign, transfer and exchange the Outstanding Notes. I fully understand that the Exchange Agent is acting as the agent of the Company in connection with the Exchange Offer. I represent and warrant that I have full power and authority to tender, assign and transfer the Outstanding Notes and to acquire Exchange Notes in exchange therefor. I represent that the Company, upon accepting the Outstanding Notes for exchange, will acquire good and unencumbered title to the Outstanding Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims.

I further represent that (i) the Exchange Notes are being obtained in the ordinary course of business of the person receiving such Exchange Notes, whether or not I am such person, and (ii) neither I nor any such other person receiving the Exchange Notes is participating or intends to participate in, or has an arrangement or understanding with any person to participate in, the distribution of such Exchange Notes. If I am or such other person is a broker-dealer who is receiving the Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making or other trading activities, I acknowledge that I or such other person will deliver a prospectus in connection with any resale of such Exchange Notes. However, by so acknowledging or by delivering a prospectus, I will not be deemed to admit that I am an “underwriter” within the meaning of the Securities Act. If I am or any such other person is participating in the exchange offer for the purpose of distributing the Exchange Notes, we acknowledge that (i) we cannot rely on the position of the staff of the Securities and Exchange Commission enunciated in Exxon Capital Holdings Corporation (available April 13, 1989), Morgan Stanley & Co., Inc. (available June 5, 1991) or similar no-action letters regarding exchange offers and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction and (ii) we may incur liability under the Securities Act if we fail to comply with such requirements, liability from which we are not indemnified by the Company. If I am or any such other person is an affiliate (as defined under Rule 405 of the Securities Act) of the Company, I understand and acknowledge that I or such other person may not offer for resale, resell or otherwise transfer such Exchange Notes without registering them under the Securities Act or without an exemption therefrom.

I also warrant that I will, upon request, execute and deliver any additional documents deemed necessary or desirable by the Exchange Agent or the Company to complete the exchange, assignment and transfer of tendered Outstanding Notes. I further agree that the Company’s acceptance of any tendered Outstanding Notes and its issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Company of its obligations under the Registration Rights Agreement. The Company shall have no further obligations or liabilities thereunder for the registration of the Outstanding Notes or the Exchange Notes.

The Exchange Offer is subject to certain conditions set forth in the Prospectus under the caption “The Exchange Offer — Conditions To The Exchange Offer.” I recognize that the Company may not be required to exchange the Outstanding Notes tendered hereby under certain circumstances. In such event, the Outstanding Notes tendered hereby but not exchanged will be returned to me.

The authority I am hereby conferring or have agreed to confer shall survive my death or incapacity. My obligations under this Letter of Transmittal shall be binding upon my heirs, personal representatives, successors and assigns.

Unless otherwise indicated in the box entitled “Special Registration Instructions” or the box entitled “Special Delivery Instructions” in this Letter of Transmittal, certificates for all Exchange Notes delivered in exchange for the Outstanding Notes tendered hereby, and for any Outstanding Notes tendered hereby but not

4

exchanged, will be registered in my name and returned to me. If an Exchange Note is to be issued or mailed to a person other than me, or to me at an address different from the address shown on this Letter of Transmittal, I will complete the appropriate boxes on page 6 of this Letter of Transmittal.

I understand that if I am surrendering Outstanding Notes and have completed either the box entitled “Special Registration Instructions” or the box entitled “Special Delivery Instructions” in this Letter of Transmittal, the signature(s) on this Letter of Transmittal must be guaranteed by an Eligible Institution (per Instruction 4 of this Letter of Transmittal).

5

SPECIAL REGISTRATION INSTRUCTIONS (See Instruction 5) To be completed ONLY if the Exchange Notes are to be issued in the name of someone other than the undersigned. Issue Exchange Notes to:	SPECIAL DELIVERY INSTRUCTIONS (See Instruction 5) To be completed ONLY if the Exchange Notes are to be sent to someone other than the undersigned, or to the undersigned at an address other than that shown under “Description of Notes Tendered Hereby.” Mail Exchange Notes to:
Name:	Name:
Address:	Address:
(Please print or type)	(Please print or type)
REGISTERED HOLDER(S) OF OUTSTANDING NOTES SIGN HERE (In addition, complete Substitute Form W-9 Below)

x

x

(Signature(s) of Registered Holder(s))

Must be signed by registered holder(s) exactly as name(s) appear(s) on the Outstanding Notes or on a security position listing as the owner of the Outstanding Notes or by person(s) authorized to become registered holder(s) by properly completed bond powers transmitted herewith. If signature is by attorney-in-fact, trustee, executor, administrator, guardian, officer of a corporation or other person acting in a fiduciary capacity, please provide the following information (Please print or type):

Name and Capacity (full title):                                                                                                                                                                                                            

Address (including zip code):                                                                                                                                                                                                              

Area Code and Telephone Number:                                                                                                                                                                                                 

Dated:                     

SIGNATURE GUARANTEE (If required — See Instruction 4)

Authorized Signature:                                                                                                                                                                                                                            

(Signature of Representative of Signature Guarantor)

Name and Title:                                                                                                                                                                                                                                       

Name of Firm:                                                                                                                                                                                                                                          

Area Code and Telephone Number:                                                                                                                                                                                                 

Dated:                     

6

SUBSTITUTE FORM W-9

THE INSTRUCTIONS BELOW MUST BE FOLLOWED:

PROVIDE SOCIAL SECURITY OR TAXPAYER IDENTIFICATION NUMBER ON THIS SUBSTITUTE FORM W-9 AND CERTIFY THEREIN THAT YOU ARE NOT SUBJECT TO BACKUP WITHHOLDING. FAILURE TO DO SO WILL CURRENTLY SUBJECT YOU TO WITHHOLDING FROM YOUR PROCEEDS.

Substitute Form W-9 Department of the Treasury Internal Revenue Service Payer’s Request for Taxpayer Identification Number (TIN)	PLEASE PROVIDE YOUR SOCIAL SECURITY NUMBER OR TAXPAYER IDENTIFICATION NUMBER IN THE BOX AT THE RIGHT & CERTIFY BY SIGNING & DATING BELOW	Social Security Number
		OR Employer Identification Number
		¨ or awaiting TIN (see note below)
Name:
If you are exempt from backup withholding, please write “Exempt” in the box at the right and certify by signing and dating the Certification below.
Certification-Under penalties of perjury, I certify that: (1)    The number shown on this form is my correct Social Security Number or Taxpayer Identification Number (or I am waiting for a number to be issued to me); (2)    I am not subject to backup withholding either because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and (3)    I am a United States person (which includes a United States resident alien). Certificate Instructions-You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because you have failed to report all interest and dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.
SIGNATURE:	DATE:

7

NOTE:   FAILURE TO COMPLETE AND RETURN THIS FORM OR IF “APPLIED FOR” IS INDICATED, FAILURE TO SUBMIT A VALID TIN PRIOR TO PAYMENT OF PROCEEDS, MAY RESULT IN BACKUP WITHHOLDING ON ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a Taxpayer Identification Number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number within 60 days, backup withholding will apply to all reportable payments made to me thereafter until I provide a number. Moreover, I understand that during this 60-day period, the applicable backup withholding rate on all reportable payments made to me will be withheld commencing seven business days after the Payer receives this Certificate of Awaiting Taxpayer Identification Number and terminating on the date I provide a certified TIN to the Payer.

Signature	Date
Name (Please Print)
Address (Please Print)

8

INSTRUCTIONS

FORMING PART OF THE TERMS

AND CONDITIONS OF THE EXCHANGE OFFER

Delivery of this Letter of Transmittal and Certificates for Tendered Outstanding Notes.

All certificates representing Outstanding Notes or any confirmation of a book-entry transfer to the Exchange Agent’s account at DTC, as well as a properly completed and duly executed copy or facsimile of this Letter of Transmittal, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at any of its addresses set forth herein prior to the Expiration Date.

The Holder assumes the risk associated with the delivery of this Letter of Transmittal, the Outstanding Notes, and any other required documents. Except as otherwise provided below, delivery will be deemed made only when the Exchange Agent has actually received the applicable items. If such delivery is by mail, it is suggested that registered mail with return receipt requested, properly insured, be used. Delivery to an address other than as set forth herein, or transmission to a facsimile number other than the one set forth herein, will not constitute a valid delivery.

No alternative, conditional, irregular or contingent tenders will be accepted. All tendering Holders, by execution of this Letter of Transmittal (or facsimile thereof), shall waive any right to receive notice of the acceptance of the Outstanding Notes for exchange.

Guaranteed Delivery Procedures.

Holders who desire to tender Outstanding Notes for exchange, but who cannot comply on a timely basis with the procedures for tendering on a timely basis set forth in the Prospectus under the caption “The Exchange Offer—Procedures for Tendering Outstanding Notes” or whose Outstanding Notes are not immediately available may tender in one of the following two ways:

a) the tender is made through a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., through a commercial bank or trust company having an office or correspondent in the United States or through an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Exchange Act (an “Eligible Institution”);

b) prior to the Expiration Date, the Exchange Agent receives from such Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery (by facsimile transmission, mail or hand delivery) (i) setting forth the name and address of the Holder, the registration or certificate number(s) of the Outstanding Notes tendered and the principal amount of such Outstanding Notes, (ii) stating that the tender is being made thereby, and (iii) guaranteeing that, within three business days after the execution of the Notice of Guaranteed Delivery, the Letter of Transmittal (or facsimile thereof), together with the certificates representing the Outstanding Notes, or a book-entry confirmation, and any other required documents, will be deposited by the Eligible Institution with the Exchange Agent; and

c) such properly completed and executed Letter of Transmittal (or facsimile thereof), as well as duly executed certificates representing all tendered Outstanding Notes in proper form for transfer, or a book-entry confirmation, and all other required documents are received by the Exchange Agent within three business days after the execution of the Notice of Guaranteed Delivery.

Upon request, the Exchange Agent will send a Notice of Guaranteed Delivery to a Holder who wishes to tender Outstanding Notes according to the guaranteed delivery procedures set forth above. Such Holder must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery prior to the Expiration Date. Failure to complete the guaranteed delivery procedures outlined above will not, of itself, affect the validity or effect a revocation of any properly completed and executed Letter of Transmittal properly completed and executed by a Holder who attempted to use the guaranteed delivery procedures.

9

Partial Tenders; Withdrawals.

A Holder who tenders less than the entire principal amount of Outstanding Notes evidenced by a submitted certificate should fill in the principal amount tendered in the column entitled “Principal Amount Tendered” of the box entitled “Description of Notes Tendered Hereby” on page 2 of this Letter of Transmittal. A newly issued Outstanding Note for that portion of the principal amount not tendered will be sent to such Holder after the Expiration Date. All Outstanding Notes delivered to the Exchange Agent will be deemed to have been tendered in full unless otherwise indicated. Tenders of Outstanding Notes will be accepted only in integral multiples of $1,000.

A Holder may withdraw a tender of Outstanding Notes at any time prior to the Expiration Date. Thereafter, tenders of Outstanding Notes are irrevocable. To be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Exchange Agent. Any such notice of withdrawal must (i) specify the name of the withdrawing Holder (ii) identify the name of the person (the “Depositor”) having deposited the Outstanding Notes to be withdrawn (including the certificate registration number(s) and principal amount of such Outstanding Notes, or, in the case of Outstanding Notes transferred by book-entry transfer, the name and number of the account at the book-entry transfer facility to be credited), (iii) be signed by the Depositor in the same manner as the original signature on this Letter of Transmittal (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the Trustee with respect to the Outstanding Notes register the transfer of such Outstanding Notes into the name of the person withdrawing the tender and (iv) specify the name in which any such Outstanding Notes are to be registered, if different from that of the Depositor. Any Outstanding Notes that have been tendered but not accepted for exchange will be returned to the Holder thereof without cost to such Holder as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer.

Signature on this Letter of Transmittal; Written Instruments and Endorsements; Guarantee of Signatures.

If this Letter of Transmittal is signed by the registered Holder(s) of the Outstanding Notes, the signature must correspond with the name(s) as written on the face of the certificates without alteration or enlargement. If this Letter of Transmittal is signed by a participant in the book-entry transfer facility, the signature must correspond with the name as it appears on the security position listing as the holder of the Outstanding Notes.

If there are two or more joint owners of record of Outstanding Notes, they must all sign this Letter of Transmittal.

If a number of Outstanding Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of Outstanding Notes.

Signatures on this Letter of Transmittal or a notice of withdrawal, as the case may be, must be guaranteed by an Eligible Institution unless the Outstanding Notes are tendered (i) by a registered Holder who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on the Letter of Transmittal or (ii) for the account of an Eligible Institution.

If this Letter of Transmittal is signed by the registered Holder of Outstanding Notes (which term, for the purposes described herein, shall include a participant in the book-entry transfer facility whose name appears on a security listing as the holder of the Outstanding Notes) listed and tendered hereby, no endorsements of the tendered Outstanding Notes or separate written instruments of transfer or exchange are required. In any other case, the registered Holder (or acting Holder) must either properly endorse the Outstanding Notes or properly transmit completed bond powers with this Letter of Transmittal (in either case, executed exactly as the name(s) of the registered Holder(s) appear(s) on the Outstanding Notes, and, with respect to a participant in the book-entry transfer facility whose name appears on a security position listing as the owner of Outstanding Notes, exactly as the name of the participant appears on such security position listing), with the signature on the Notes or bond power guaranteed by an Eligible Institution (except where the Outstanding Notes are tendered for the account of an Eligible Institution).

10

If this Letter of Transmittal, any certificates or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority so to act must be submitted.

Special Registration and Delivery Instructions.

Holders should indicate, in the applicable box, the name (or account at the book-entry transfer facility) in which and address to which the Exchange Notes (or newly issued Outstanding Notes for principal amounts not tendered or any Outstanding Notes not accepted for exchange) are to be issued (or deposited) if different from the names and addresses or accounts of the person signing this Letter of Transmittal. In the case of issuance in a different name, the employer identification number or social security number of the person named must also be indicated and the Holder should complete the applicable box on page 6 of this Letter of Transmittal.

If no instructions are given, the Exchange Notes (or any newly issued Outstanding Notes for principal amounts not tendered or any Outstanding Notes not accepted) will be issued in the name of and sent to the acting Holder of the Outstanding Notes or deposited at such Holder’s account at the book-entry transfer facility.

Transfer Taxes.

The Company shall pay all transfer taxes, if any, applicable to the transfer and exchange of Outstanding Notes to it or its order pursuant to the Exchange Offer. If a transfer tax is imposed for any other reason other than the transfer and exchange of Outstanding Notes to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered Holder or any other person) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exception therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering Holder.

Except as provided in this Instruction 6 of this Letter of Transmittal, it will not be necessary for transfer stamps to be affixed to the Notes listed herein.

Waiver of Conditions.

The Company reserves the absolute right to waive, in whole or in part, any of the conditions to the Exchange Offer set forth in the Prospectus.

Mutilated, Lost, Stolen or Destroyed Notes.

Any Holder whose Outstanding Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions.

Requests for Assistance or Additional Copies.

Questions relating to the procedure for tendering as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number(s) set forth above. In addition, all questions relating to the Exchange Offer, as well as requests for assistance or additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Company at 300 Ward Road, Midlothian, Texas 76065, Attention: Cary D. Baetz (telephone: (972) 779-1035).

Validity and Form.

The Company will determine in its sole discretion all questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Outstanding Notes, which determination will be final and binding. The Company reserves the absolute right to reject any and all Outstanding Notes not properly tendered or any Outstanding Notes the Company’s acceptance of which would, in the opinion of counsel for the Company, be unlawful. The Company also reserves the right to waive any defects, irregularities or conditions of

11

tender as to particular Outstanding Notes. The Company’s interpretation of the terms and conditions of the Exchange Offer (including the instructions in this Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Outstanding Notes must be cured within such time as the Company shall determine. Although the Company intends to notify Holders of defects or irregularities with respect to tenders of Outstanding Notes, neither the Company, the Exchange Agent nor any other person shall incur any liability for failure to give such notification. Tenders of Outstanding Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Outstanding Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering Holders as soon as practicable following the Expiration Date.

IMPORTANT TAX INFORMATION

Under federal income tax law, a Holder tendering Outstanding Notes is required to provide the Exchange Agent with such Holder’s correct Taxpayer Identification Number (“TIN”) on Substitute Form W-9 above. If such Holder is an individual, the TIN is the Holder’s social security number. Other Holders should consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for information on the correct TIN to report. The Certificate of Awaiting Taxpayer Identification Number should be completed if the tendering Holder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future. If the Exchange Agent is not provided with the correct TIN, the Holder may be subject to a $50 penalty imposed by the Internal Revenue Service on each failure to provide a correct TIN. In addition, if the Exchange Agent is not provided with the correct TIN, payments that are made to such Holder with respect to tendered Outstanding Notes may be subject to backup withholding.

Certain Holders (including, among others, corporations and tax-exempt entities) are not subject to these backup withholding and reporting requirements. For such a Holder to qualify as an exempt recipient, such Holder should complete the Substitute Form W-9 above and write “EXEMPT” on the face thereof to avoid possible erroneous withholding. A foreign person may qualify as an exempt recipient by completing the Substitute Form W-9 as described above and by submitting a properly completed Certification of Foreign Status to the Exchange Agent on Internal Revenue Service Form W-8BEN, W-8ECI, W-8EXP, or W-8IMY, as applicable, signed under penalties of perjury, attesting to that Holder’s foreign status. Such forms can be obtained from the Exchange Agent.

If backup withholding applies, the Exchange Agent is required to withhold the applicable backup withholding rate on any amounts otherwise payable to the Holder. For reportable payments made during calendar year 2005, the applicable backup withholding rate is 28%. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service.

12

PURPOSE OF SUBSTITUTE FORM W-9

To prevent backup withholding on payments that are made to a Holder with respect to Outstanding Notes tendered for exchange, the Holder is required to notify the Exchange Agent of his or her correct TIN by completing the form herein certifying that the TIN provided on Substitute Form W-9 is correct (or that such Holder is awaiting a TIN) and that (i) such Holder has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of failure to report all interest or dividends or (ii) the Internal Revenue Service has notified such Holder that he or she is no longer subject to backup withholding.

WHAT NUMBER TO GIVE THE EXCHANGE AGENT

Each Holder is required to give the Exchange Agent the social security number or employer identification number of the record Holder(s) of the Outstanding Notes. If Outstanding Notes are in more than one name or are not in the name of the actual Holder, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance on which number to report.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

If the tendering Holder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, check the “Awaiting TIN” box on Substitute Form W-9, sign and date the form and the Certificate of Awaiting Taxpayer Identification Number and return the executed documents to the Exchange Agent. If such certificate is completed and the Exchange Agent is not provided with the TIN within 60 days, the Exchange Agent will withhold at the applicable backup withholding rate on all payments made thereafter until a TIN is provided to the Exchange Agent. Further, during this 60-day period, the Exchange Agent will withhold at the applicable backup withholding rate on all reportable payments made after seven business days after the Exchange Agent receives a Certificate of Awaiting Taxpayer Identification Number until a TIN is provided to the Exchange Agent.

13

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payer. Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-000. Employer Identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the Payer.

For this Type of Account:	Give the TAXPAYER IDENTIFICATION NUMBER of:	For this Type of Account:	Give the TAXPAYER IDENTIFICATION NUMBER of:
1.      Individual	The individual	8.      Corporation or other entity electing corporate status on Form 8832	The corporation
2.      Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account (1)	9.      Association, club, religious, charitable, educational or other tax-exempt organization	The organization
3.      Custodian account of a minor (Uniform Gift to Minors Act)	The minor (2)	10.    Partnership	The partnership
4.     a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee (1)	11.    A broker or registered nominee	The broker or nominee
b. So-called trust account that is not a legal or valid trust under state law	The actual owner (1)	12.    Account with the Department of Agriculture in the name of a public entity that receives agricultural program payments	The public entity
5.      Sole proprietorship	The owner (3)
6.      Single-owner LLC	The owner (3)
7.      A valid trust, estate, or pension trust	The legal entity (4)

(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s social security number must be furnished.

(2) Circle the minor’s name and furnish the minor’s social security number.

(3) Show the name of the owner. Either the social security number or employee identification number of the owner or the employer identification number for the entity (if you have one) may be used.

(4) List first and circle the name of the legal trust, estate, or pension trust. Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.

14

NOTE: If no name is circled when there is more than one name listed, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Section references are to the Internal Revenue Code.

Obtaining a Number

If you don’t have a taxpayer identification number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service (the “IRS”) and apply for a number.

Payees Exempt from Backup Withholding

The following is a list of payees exempt from backup withholding and for which no information reporting is required. For interest and dividends, all listed payees are exempt except item (9). For broker transactions, payees listed in (1) through (13) and a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker are exempt. Payments subject to reporting under sections 6041 and 6041A are generally exempt from backup withholding only if made to payees described in items (1) through (7), except that a corporation that provides medical and health care services or bills and collects payments for such services is not exempt from backup withholding or information reporting. Only payees described in items (2) through (6) are exempt from backup withholding for barter exchange transactions and patronage dividends.

(1) A corporation.

(2) An organization exempt from tax under section 501(a), or an individual retirement plan (“IRA”), or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).

(3) The United States or any of its agencies or instrumentalities.

(4) A State, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.

(5) A foreign government or any of its political subdivisions, agencies or instrumentalities.

(6) An international organization or any of its agencies or instrumentalities.

(7) A foreign central bank of issue.

(8) A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

(9) A futures commission merchant registered with the Commodity Futures Trading Commission.

(10) A real estate investment trust.

(11) An entity registered at all times during the tax year under the Investment Company Act of 1940.

(12) A common trust fund operated by a bank under section 584(a).

(13) A financial institution.

(14) A middleman known in the investment community as a nominee or custodian.

(15) A trust exempt from tax under section 664 or described in section 4947.

Privacy Act Notice. Section 6109 requires you to give your correct taxpayer identification number to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA or Archer MSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, and the District of Columbia to carry out their tax laws. The IRS may also disclose this information to other countries under a tax treaty, or to federal or state agencies to enforce federal non-tax criminal laws and to combat terrorism. You must provide your taxpayer identification number whether or not you are required to file a tax return. Payers must generally withhold 28% under current law on payments of taxable interest, dividends, and certain other payments to a payee who does not furnish a taxpayer identification number to a Payer. Certain penalties may also apply.

15

Penalties.

(1) Penalty for Failure to Furnish Taxpayer Identification Number. If you fail to furnish your taxpayer identification number to a Payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information with Respect to Withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3) Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

16

EX-99.2

Exhibit 99.2

CHAPARRAL STEEL COMPANY

NOTICE OF GUARANTEED DELIVERY

A holder of 10% Senior Notes due 2013 (the “Outstanding Notes”) of Chaparral Steel Company who wishes to tender such Outstanding Notes pursuant to the exchange offer (the “Exchange Offer”) extended by the Prospectus dated             , 2005 (the “Prospectus”) and the Letter of Transmittal accompanying this Notice of Guaranteed Delivery (the “Letter of Transmittal”) must complete and deliver this form or one substantially equivalent to it under the following circumstances: (i) certificates representing the Outstanding Notes are not immediately available, (ii) the Outstanding Notes or other required documents will not reach the Exchange Agent prior to the Expiration Date (as defined in the Letter of Transmittal and the Prospectus), or (iii) the appropriate procedures for book-entry transfer will not be completed prior to the Expiration Date. This requirement is set forth in the Prospectus in the section entitled “The Exchange Offer — Procedures for Tendering Outstanding Notes” and in the Letter of Transmittal in Instruction 2. This form may be delivered by hand or sent by overnight courier, facsimile transmission or registered or certified mail to the Exchange Agent. The Exchange Agent must receive this form prior to 5:00 p.m., New York City time, on             , 2005.

To Wells Fargo Bank, National Association

(the “Exchange Agent”)

By Hand Delivery: Wells Fargo Bank, National Association Corporate Trust Services 608 2nd Avenue South Northstar East Building – 12th Floor Minneapolis, MN 55402	By Overnight Courier or Regular Mail: Wells Fargo Bank, National Association Corporate Trust Operations MAC N9303-121 Sixth and Marquette Avenue Minneapolis, MN 55479
By Registered or Certified Mail: Wells Fargo Bank, National Association Corporate Trust Operations MAC N9303-121 P.O. Box 1517 Minneapolis, MN 55480-1517	By Facsimile Transmission (for Eligible Institutions Only): Wells Fargo Bank, National Association (612) 667-4927 Confirm: (800) 344-5128 For Information (800) 344-5128

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN “ELIGIBLE INSTITUTION” UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE BOX ON THE LETTER OF TRANSMITTAL FOR GUARANTEE OF SIGNATURES.

1

Ladies and Gentlemen:

I, the undersigned, hereby tender to Chaparral Steel Company, the principal amount of the Outstanding Notes listed below, upon the terms of and subject to the conditions set forth in the Prospectus and the Letter of Transmittal and the instructions thereto, which I have received, pursuant to the guaranteed delivery procedures set forth in such Prospectus, as follows:

Certificate or Registration Nos. Aggregate Principal Amount Represented by Outstanding Note(s) Principal Amount Tendered (must be in integral multiples of $1,000)

If Outstanding Notes will be tendered by book-entry transfer, provide the following information:

DTC Account Number:                                                                                                                       

Date:                                                                                                                                                                                                                                     

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

PLEASE SIGN HERE

x                                                                                                                                                                                                                 

x                                                                                                                                                                                                                 

Signature(s) of Owner(s) or Authorized Signatory

Date:                                                                                                                                                                                                                                     

Area Code and Telephone Number:                                                                                                                                                                                                 

Must be signed by the holder(s) of the Outstanding Notes as their name(s) appear(s) on certificates for Outstanding Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below.

PLEASE PRINT NAME(S) AND ADDRESS(ES)

Name (s):

2

Capacity:

Address(es):

THE GUARANTEE ON THE NEXT PAGE MUST BE COMPLETED.

3

GUARANTEE

(Not to be used for signature guarantee)

I, the undersigned, a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office in the United States, guarantee (a) that the above named person(s) own(s) the principal amount of 10% Senior Notes due 2013 of Chaparral Steel Company (the “Outstanding Notes”) tendered hereby within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended, (b) that such tender of such Outstanding Notes complies with Rule 14e-4, and (c) that I will deliver to the Exchange Agent the certificates representing the Outstanding Notes tendered hereby or confirmation of book-entry transfer of such Outstanding Notes into the Exchange Agent’s account at The Depository Trust Company, in proper form for transfer, together with the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees and any other required documents, within three (3) business days after the date of execution of this Notice of Guaranteed Delivery.

Name of Firm	Authorized Signature
Address	Title
	Name
Zip Code		Please Type or Print
	Dated
Area Code and Tel. No.

NOTE: DO NOT SEND CERTIFICATES REPRESENTING OUTSTANDING NOTES WITH THIS FORM. CERTIFICATES REPRESENTING OUTSTANDING NOTES SHOULD BE SENT ONLY WITH A LETTER OF TRANSMITTAL.

4

EX-99.3

Exhibit 99.3

LETTER TO REGISTERED HOLDERS AND DTC PARTICIPANTS

REGARDING THE OFFER TO EXCHANGE

$300,000,000 PRINCIPAL AMOUNT OF

10% SENIOR NOTES DUE 2013

OF

CHAPARRAL STEEL COMPANY

To Registered Holders and The Depository Trust Company Participants:

We are enclosing herewith the materials listed below relating to the offer by Chaparral Steel Company (the “Company”) to exchange the Company’s new 10% Senior Notes due 2013 (the “Exchange Notes”), pursuant to an offering registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of the Company’s issued and outstanding 10% Senior Notes due 2013 (the “Outstanding Notes”) upon the terms and subject to the conditions set forth in the Company’s Prospectus, dated             , 2005, and the related Letter of Transmittal (which together constitute the “Exchange Offer”).

Enclosed herewith are copies of the following documents:

1. Prospectus dated             , 2005;

2. Letter of Transmittal;

3. Notice of Guaranteed Delivery;

4. Instructions to Registered Holder or DTC Participant from Beneficial Owner; and

5. Letter which may be sent to your clients for whose account you hold definitive registered notes or book-entry interests representing Outstanding Notes in your name or in the name of your nominee, to accompany the instruction form referred to above, for obtaining such client’s instruction with regard to the Exchange Offer.

WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON             , 2005, UNLESS EXTENDED.

The Exchange Offer is not conditioned upon any minimum number of Outstanding Notes being tendered.

To participate in the Exchange Offer, a beneficial holder must either (i) cause to be delivered to Wells Fargo Bank, National Association (the “Exchange Agent”), at the address set forth in the Letter of Transmittal, definitive registered notes representing Outstanding Notes in proper form for transfer together with a properly executed Letter of Transmittal or (ii) cause a DTC Participant to tender such holder’s Outstanding Notes to the Exchange Agent’s account maintained at The Depository Trust Company (“DTC”) for the benefit of the Exchange Agent through DTC’s Automated Tender Offer Program (“ATOP”), including transmission of a computer-generated message that acknowledges and agrees to be bound by the terms of the Letter of Transmittal. By complying with DTC’s ATOP procedures with respect to the Exchange Offer, the DTC Participant confirms on behalf of itself and the beneficial owners of tendered Outstanding Notes all provisions of the Letter of Transmittal applicable to it and such beneficial owners as fully as if it completed, executed and returned the Letter of Transmittal to the Exchange Agent. You will need to contact those of your clients for whose account you hold definitive registered notes or book-entry interests representing Outstanding Notes and seek their instructions regarding the Exchange Offer.

Pursuant to the Letter of Transmittal, each holder of Outstanding Notes will represent to the Company and the Guarantors (as defined in the Prospectus) that: (i) the Exchange Notes or book-entry interests therein to be acquired by such holder and any beneficial owner(s) of such Outstanding Notes or interests therein (“Beneficial Owner(s)”) in connection with the Exchange Offer are being acquired by such holder and any Beneficial Owner(s)

in the ordinary course of business of the holder and any Beneficial Owner(s), (ii) the holder and each Beneficial Owner are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the Exchange Notes, (iii) if the holder or Beneficial Owner is a resident of the State of California, it falls under the self-executing institutional investor exemption set forth under Section 25102(i) of the Corporate Securities Law of 1968 and Rules 260.102.10 and 260.105.14 of the California Blue Sky Regulations, (iv) if the holder or Beneficial Owner is a resident of the Commonwealth of Pennsylvania, it falls under the self-executing institutional investor exemption set forth under Sections 203(c), 102(d) and (k) of the Pennsylvania Securities Act of 1972, Sections 102.111 and 102.112 of the Pennsylvania Blue Sky Regulations and the Commission’s Order dated March 27, 2004, (v) the holder and each Beneficial Owner acknowledge and agree that any person who is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or is participating in the Exchange Offer for the purpose of distributing the Exchange Notes must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the Exchange Notes or interests therein acquired by such person and cannot rely on the position of the staff of the Securities and Exchange Commission (the “Commission”) set forth in certain no-action letters, (vi) the holder and each Beneficial Owner understand that a secondary resale transaction described in clause (v) above and any resales of Exchange Notes or interests therein obtained by such holder in exchange for Outstanding Notes or interests therein originally acquired by such holder directly from the Company should be covered by an effective registration statement containing the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K of the Commission and (vii) neither the holder nor any Beneficial Owner(s) is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Company. Upon a request by the Company, a holder or beneficial owner will deliver to the Company a legal opinion confirming its representation made in clause (vii) above. If the tendering holder of Outstanding Notes is a broker-dealer (whether or not it is also an “affiliate”) for any Beneficial Owner(s) that will receive Exchange Notes for its own or their account pursuant to the Exchange Offer, the tendering holder will represent on behalf of itself and the Beneficial Owner(s) that, if the Outstanding Notes to be exchanged for the Exchange Notes were acquired as a result of market-making activities or other trading activities, the tendering holder on its own behalf and on the behalf of such Beneficial Owner(s) will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes; provided, however, by so acknowledging and by delivering a prospectus, such tendering holder will not be deemed to admit that it or any Beneficial Owner is an “underwriter” within the meaning of the Securities Act.

The enclosed “Instructions to Registered Holder or DTC Participant from Beneficial Owner” form contains an authorization by the beneficial owners of Outstanding Notes for you to make the foregoing representations. You should forward this form to your clients and ask them to complete it and return it to you. You will then need to tender Outstanding Notes on behalf of those of your clients who ask you to do so.

The Company will not pay any fee or commission to any broker or dealer or to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of Outstanding Notes pursuant to the Exchange Offer. The Company will pay or cause to be paid any transfer taxes payable on the transfer of Outstanding Notes to it, except as otherwise provided in the section “The Exchange Offer – Transfer Taxes” of the enclosed Prospectus.

Additional copies of the enclosed materials may be obtained from the Exchange Agent.

Very truly yours,

CHAPARRAL STEEL COMPANY

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF THE COMPANY OR THE EXCHANGE AGENT OR AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

EX-99.4

Exhibit 99.4

LETTER TO CLIENTS

REGARDING THE OFFER TO EXCHANGE

$300,000,000 PRINCIPAL AMOUNT OF

10% SENIOR NOTES DUE 2013

OF

CHAPARRAL STEEL COMPANY

To Our Clients:

We are enclosing herewith a Prospectus, dated             , 2005, of Chaparral Steel Company (the “Company”) and a related Letter of Transmittal (which together constitute the “Exchange Offer”) relating to the offer by the Company to exchange the Company’s new 10% Senior Notes due 2013 (the “Exchange Notes”), pursuant to an offering registered under the Securities Act of 1933, as amended, for a like principal amount of the Company’s issued and outstanding 10% Senior Notes due 2013 (the “Outstanding Notes”) upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal.

PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON             , 2005, UNLESS EXTENDED.

The Exchange Offer is not conditioned upon any minimum number of Outstanding Notes being tendered.

We are the Registered Holder or DTC participant through which you hold an interest in the Outstanding Notes. A tender of such Outstanding Notes can be made only by us pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender your beneficial ownership of Outstanding Notes held by us for your account.

Pursuant to the Letter of Transmittal, each holder of Outstanding Notes must make certain representations and warranties that are set forth in the Letter of Transmittal and in the attached form that we have provided to you for your instructions regarding what action we should take in the Exchange Offer with respect to your interest in the Outstanding Notes.

We request instructions as to whether you wish to tender any or all of your Outstanding Notes held by us for your account pursuant to the terms and subject to the conditions of the Exchange Offer. We also request that you confirm that we may on your behalf make the representations contained in the Letter of Transmittal that are to be made with respect to you as beneficial owner.

Your instructions to us should be forwarded as promptly as possible to permit us to tender Outstanding Notes on your behalf in accordance with the provisions of the Exchange Offer. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON             , 2005. Outstanding Notes tendered pursuant to the Exchange Offer may be withdrawn, subject to the procedures described in the Prospectus, at any time prior to such Expiration Date.

If you wish to have us tender any or all of your Outstanding Notes held by us for your account or benefit, please so instruct us by completing, executing and returning to us the attached instruction form. The accompanying Letter of Transmittal is furnished to you for informational purposes only and may not be used by you to tender Outstanding Notes held by us and registered in our name for your account or benefit.

EX-99.5

Exhibit 99.5

TAX GUIDELINES

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payer.—Social Security numbers (SSNs) and individual taxpayer identification numbers (ITINs) have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers (EINs) have nine digits separated by only one hyphen: i.e., 00-0000000. If you are a registered alien and you do not have and are not eligible to get a SSN, your TIN is your ITIN. Enter it in the SSN space.

If you are a sole proprietor and you have an EIN, you may provide either your SSN or EIN, although the IRS prefers that you use your SSN.

If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the SSN, ITIN or EIN, as applicable, of the owner.

The table below will help determine the number to give the payer.

For this type of account:	Give the SOCIAL SECURITY number of:
1.      An individual’s account	The individual
2.      Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(l)
3.      Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.      a. The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)
b. So-called trust account that is not a legal or valid trust under state law	The actual owner(1)
5.      Sole proprietorship account or an account of a single-owner LLC that is disregarded as separate from its owners	The owner(4)

For this type of account:	Give the EMPLOYER IDENTIFICATION number of:
6.      Sole proprietorship account or an account of a single-owner LLC that is disregarded as separate from its owners	The owner(4)
7.      A valid trust, estate, or pension trust account	The legal entity (do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title)(4)
8.      Corporate account or an account of an LLC electing corporate status on Form 8832	The corporation
9.      Association, club, religious, charitable, educational or other tax-exempt organization account	The organization

10.    Partnership or multi-member LLC account	The partnership
11.    A broker or registered nominee	The broker or nominee
12.    Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments	The public entity

1. List first and circle the name of the person whose number you furnish. If only one person on a joint account has a SSN, that person’s SSN must be furnished.

2. Circle the minor’s name and furnish the minor’s SSN.

3. You must show your individual name, but you may also enter your business or “doing business as” name.

4. You may use either your SSN or EIN (if you have one).

5. List first and circle the name of the legal trust, estate, or pension trust.

Note: If no name is circled when there is more than one name listed, the number will be considered to be that of the first name listed.

Obtaining a Number

If you do not have a taxpayer identification number or if you do not know your number, obtain Form SS-5, Application for Social Security Card, Form W-7, Application for IRS Individual Taxpayer Identification Number, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service (the “IRS”) and apply for a number. Section references in these guidelines refer to sections under the Internal Revenue Code of 1986, as amended.

Payees specifically exempted from withholding include:

• An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2).

• The United States or a state thereof, the District of Columbia, a possession of the United States, or a political subdivision or wholly-owned agency or instrumentality of any one or more of the foregoing.

• An international organization or any agency or instrumentality thereof.

• A foreign government or any political subdivision, agency or instrumentality thereof.

Payees that may be exempt from backup withholding include:

• A corporation.

• A financial institution.

• A dealer in securities or commodities required to register in the United States, the District of Colombia, or a possession of the United States.

• A real estate investment trust.

• A common trust fund operated by a bank under Section 584(a).

• An entity registered at all times during the tax year under the Investment Company Act of 1940, as amended.

• A middleman known in the investment community as a nominee or custodian.

• A futures commission merchant registered with the Commodity Futures Trading Commission.

• A foreign central bank of issue.

• A trust exempt from tax under Section 664 or described in Section 4947.

Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

• Payments to nonresident aliens subject to withholding under Section 1441.

• Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident partner.

• Payments of patronage dividends where the amount received is not paid in money.

• Payments made by certain foreign organizations.

• Section 404(k) payments made by an ESOP.

Payments of interest not generally subject to backup withholding include the following:

• Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct taxpayer identification number to the payer.

• Payments of tax-exempt interest (including exempt-interest dividends under Section 852).

• Payments described in Section 6049(b)(5) to nonresident aliens.

• Payments on tax-free covenant bonds under Section 1451.

• Payments made by certain foreign corporations.

• Payments made to a nominee.

• Mortgage or student loan interest paid to you.

Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” IN PART 2 OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

Certain payments other than interest, dividends, and patronage dividends, which are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under Sections 6041, 6041A, 6045, 6050A and 6050N.

Privacy Act Notice.—Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to IRS. IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold a portion of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1) Penalty for Failure to Furnish Taxpayer Identification Number.—If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Failure to Report Certain Dividend and Interest Payments.—If you fail to include any portion of an includible payment for interest, dividends, or patronage dividends in gross income, such failure will be treated as being due to negligence and will be subject to a penalty of 5% on any portion of an under-payment attributable to that failure unless there is clear and convincing evidence to the contrary.

(3) Civil Penalty for False Information With Respect to Withholding.—If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

(4) Criminal Penalty for Falsifying Information.—Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.